/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070328.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 28, 2007, Vol. 11, No. 74 Headlines ACP/BREL UK: Moody's Rates $45 Million First Lien Loans at B1 ADVANCED CARDIOLOGY: Hires Alexis Hernandez as Bankruptcy Counsel ADVANCED CARDIOLOGY: Can Hire Reyes-Ramis Silvagnoli as Auditor AIRWAY INDUSTRIES: Court Confirms Plan of Liquidation ALLIED DEFENSE: BDO Seidman LLP Raises Going Concern Doubt ALLIED WASTE: Moody's Rates Amended & Restated Facilities at Ba3 AMERIQUEST MORTGAGE: Fitch Junks Class M-11 Certificates' Rating AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor APPLE TREE: Case Summary & Two Largest Unsecured Creditors ARGO-TECH CORP: Debt Repayment Cues Moody' to Withdraw Ratings BANC OF AMERICA: Fitch Holds BB+ Rating on $2MM Class M-MC Certs. BARREIRO DEGANTE: Involuntary Chapter 11 Case Summary BIORELIANCE CORP: Moody's Junks Rating on $40 Million Term Loan BIORELIANCE CORP: S&P Places Corporate Credit Rating at B+ BUILDERS FIRSTSOURCE: Net Income Lowers to $3.9 Mil. in 4th Qtr. BUSINESS OFFICE: Voluntary Chapter 11 Case Summary CABLEVISION SYSTEMS: Cannot Use DVR System, Judge Chin Rules CARBIZ INC: Completes $10 Mil. Colossus Capital Credit Facility CBRL GROUP: Commences Offer to Exchange Liquid Yield Option Notes COMMONWEALTH EDISON: Issues Additional $300 Million of 5.9% Bonds COMMONWEALTH EDISON: Rate Freeze Vote Cues Moody's to Cut Ratings COSINE COMMUNICATIONS: Burr Pilger Raises Going Concern Doubt COUNTRYWIDE HOME: Fitch Junks Class B4 Certificates' Rating CSFB ABS: S&P Pares Rating on Class B Certificates to B from BB DAIMLERCHRYSLER AG: Delays Filing First Quarter Report to May 15 DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler DOW CORNING: Supreme Court Retains Higher Interest Rate on Claims DRS TECH: Improved Financial Profile Cues S&P Stable Outlook DURA AUTOMOTIVE: RSM Richter Delivers 2nd Report to Ontario Court DURA AUTOMOTIVE: Lease-Decision Period Extended to May 28 DURA AUTOMOTIVE: Banner & Witcoff Okayed as Special IP Counsel EASTMAN KODAK: Ends Membership in Better Business Bureau EDUCATE INC: Obtains Covenant Waiver from Bank Lenders ENVIRONMENTAL CONTROL: Case Summary & 20 Largest Unsec. Creditors FLORIDA HOUSING: Moody's Affirms Low-B Rating on Revenue Bonds GLOBAL HOME: Court OKs Sale of Anchor Hocking to Monomoy Capital GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook HALO TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $6.2 Million HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades INSIGHT HEALTH: Dec. 31 Balance Sheet Upside-Down by $198 Million INTERTAPE POLYMER: Moody's Junks Senior Subordinated Bonds' Rating IPG US: Moody's Lowers Senior Debt & Corporate Family Ratings IVI COMMUNICATIONS: Fiscal Third Qtr. Net Loss Lowers to $493,379 KANSAS CITY MALL: Bankruptcy Filing Delays Likely Demolition KAR HOLDINGS: S&P Rates Proposed $1.79 Bil. Senior Facility at B KB HOME: Earns $27.5 Million in First Quarter Ended February 28 KESSLER HOSPITAL: Court Approves Wm. Comly & Son as Appraiser LEAR CORP: Pzena Presents Objections to Lear-AREP Merger Deal LEHMAN XS: Moody's Rates Class A-4 Notes at B2 LEINER HEALTH: Moody's Puts Ratings Under Review & May Downgrade LS POWER: S&P Rates $1.015 Billion First-Lien Debts at BB- MAGNOLIA ENERGY: Emerges from Ch. 11 After $427 Mil. Refinancing MALDEN MILLS: Panel Wants Court Nod on GE Capital Settlement Pact MALDEN MILLS: Committee Wants Exclusive Periods Terminated MARTIN EDUCATIONAL: Case Summary & 7 Largest Unsecured Creditors MCCOMBS REALTY: Ernst & Young Raises Going Concern Doubt MERRILL LYNCH: Fitch Rates $1.6 Mil. Class B-2 Certificates at B MORGAN STANLEY: Fitch Rates 2006-5AR Class B-2 Certificates at B NEPTUNE INDUS: Dec. 31 Balance Sheet Upside-Down by $1.09 Million NEW YORK WESTCHESTER: Hires Rubenstein Associates as PR Consultant NORTH ATLANTIC: Moody's Reviews Ratings and May Downgrade NOVELL INC: Gets Additional Non-Compliance Notice from Nasdaq NTELOS INC: Good Performance Cues Moody's to Lift Ratings to Ba3 ORAGENICS INC: Kirkland Russ Raises Going Concern Doubt PACIFIC LUMBER: Can Use Cash Collateral Until March 30 PAINCARE HOLDINGS: Receives Notice of Default from HBK and CPM PEGASUS SOLUTIONS: Moody's Junks Rating on $120 Mil. Note Offering PHARMACEUTICAL TECH: Moody's Junks Rating on $565 Mil. Debenture PINNACLE ENTERPRISES: Case Summary & 16 Largest Unsec. Creditors PLANET TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt PLEASANT CARE: Secured Lender Wants Chapter 11 Trustee Appointed PRG SCHULTZ: Dec. 31 Balance Sheet Upside-Down by $104.5 Million PTS INC: Strategic Healthcare to Become Subsidiary PULLIAM MOTOR: Case Summary & 30 Largest Unsecured Creditors RADIO ONE: Form 10-K Filing Delay Cues Moody's to Review Ratings REALOGY CORPORATION: Launches $3.15 Million Senior Notes Offering REALOGY CORP: S&P Rates Proposed $1.5 Billion Senior Notes at B- RT LAND: Case Summary & 19 Largest Unsecured Creditors SABRE HOLDINGS: Stockholders to Vote Friday on Silver/Texas Offer SAI HOLDINGS: Files Schedules of Assets and Liabilities SPANISH BROADCASTING: Earns $49.9 Mil. in Fourth Quarter of 2006 STRUCTURED ASSET: Moody's Cuts Rating on Class B2 Certs. to B1 SWEETMAN RENTAL: Allen Kuenhle Approved as Bankruptcy Counsel THOMASTON MILLS: Court Converts Case to Chapter 7 Liquidation TOWER RECORDS: Files Disclosure Statement in Delaware TRANSMERIDIAN EXPLORATION: Posts $54.3 Million Net Loss in 2006 TRAVELPORT LLC: Additional Debt Cues S&P's to Lower Ratings UNUM GROUP: Moody's Rates $300 Million 5.859% Senior Notes at Ba1 URSTADT BIDDLE: Fitch Holds BB Rating on $114 Mil. Preferred Stock VENTURECAP: Voluntary Chapter 11 Case Summary VISTEON CAPITAL: Moody's Holds Corporate Family Rating at B3 VOICE MOBILITY: Ernst & Young Raises Going Concern Doubt WEST CONTRA: S&P Junk Rating on Series 2004 Certificates WILLIAM HARRIS: Case Summary & Nine Largest Unsecured Creditors WILLIAM ZOBEL: Case Summary & Four Largest Unsecured Creditors WORLDSPAN LP: S&P Affirms Corporate Credit Rating at B YUKOS OIL: PwC to Retain Russian Business Despite Issues * Upcoming Meetings, Conferences and Seminars ********* ACP/BREL UK: Moody's Rates $45 Million First Lien Loans at B1 ------------------------------------------------------------- Moody's Investors Service assigned first time ratings for BioReliance Corporation and ACP/BREL UK Acquisition Limited. Both are wholly-owned subsidiaries of ACP/BREL Intermediate, Inc. The proceeds from the issued debt will be used to help fund the acquisition of BioReliance and BioReliance Ltd. for $209.7 million, plus fees and expenses, from Invitrogen Corporation by Avista Capital Partners, LP. The ratings outlook is stable. Moody's notes that the ratings are constrained by the company's limited scale, minimal free cash flow relative to outstanding debt and a heavy concentration of revenues in the company's core biologic safety division. The ratings also reflect the company's leadership position in the safety market, a diversified global customer base and favorable industry trends affecting the contract research organization industry, including continued growth of research and development spending by its customers and increasing use of outsourcing. Moody's does not expect the company to have excess cash available for the repayment of the debt borrowed to complete the acquisition, because free cash flow is expected to remain flat in the immediate future in light of the expected increase in capital spending for 2007 and 2008. Despite the temporary increase in capital spending, Moody's notes that the company requires very little capital investment to support future and organic growth. As a result, any meaningful expansion in operating cash flow beyond 2008 should allow the company to have greater liquidity and financial flexibility over the long-term. The transaction is expected to close in early April 2007 and the ratings are subject to receipt of final documentation. Assigned: * BioReliance Corporation -- $55 million first lien term loan, due 2014, rated B1, LGD3, 36%; -- $15 million first lien revolving credit facility, due 2013, rated B1, LGD-3, 36%; -- $40 million second lien term loan, due 2014, rated Caa1, LGD5, 87%; -- Corporate Family Rating, rated B2; and -- Probability of Default Rating, rated B2. * ACP/BREL UK Acquisition Limited -- $40 million first lien term loan, due 2014, rated B1, LGD-3, 36%; -- $5 million first lien revolving credit facility, due 2013, rated B1, LGD-3, 36%; BioReliance Corporation and ACP/BREL UK Acquisition Limited are contract service organizations that provide global testing and bio-manufacturing services for biologics and other biomedical products to biotechnology and pharmaceutical companies worldwide. The combined company reported approximately $105 million of revenue in 2006. ADVANCED CARDIOLOGY: Hires Alexis Hernandez as Bankruptcy Counsel ----------------------------------------------------------------- Advanced Cardiology Center Corp. obtained permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Alexis Fuentes-Hernandez as its counsel. Mr. Hernandez has been handling the Debtor's legal affairs since Sept. 15, 2006, and has served as the counsel in the Debtor's prior bankruptcy case (Bankr. D. P.R. Case No. 04-03656). Documents submitted to the Court did not disclose the services to be rendered by Mr. Hernandez. Mr. Hernandez tells the Court that his retainer fee is $19,500 and that his hourly rate is $165. Mr. Hernandez assures the Court that he is a "disinterested person" as that term is defined is Section 101(14) of the Bankruptcy Code. Mr. Hernandez can be reached at: Alexis Fuentes-Hernandez, Esq. Fuentes Law Offices P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 607-3436 Fax: (787) 300-6682 Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp. filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R. Case No. 07-00061). When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. ADVANCED CARDIOLOGY: Can Hire Reyes-Ramis Silvagnoli as Auditor --------------------------------------------------------------- Advanced Cardiology Center Corp. obtained permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Reyes- Ramis, Silvagnoli & Co. PSC as its auditor. The Debtor needs to retain the services of the accounting firm for its annual audit of financial statements. Mario R. Silvagnoli, CPA, a member at Reyes-Ramis, tells the Court that the firm's flat rate is $32,500 and that the Debtor has paid $12,500 in advance. The remaining $20,000 will be paid when the auditors complete and deliver the audited financial statements. Mr. Silvagnoli assures the Court that the firm is disinterested as that term is defined is Section 101(14) of the Bankruptcy Code. Based in Mayaguez, Puerto Rico, Advanced Cardiology Center Corp. filed for Chapter 11 protection on Jan. 8, 2007 (Bankr. D. P.R. Case No. 07-00061). Alexis Fuentes-Hernandez at Fuentes Law Offices represent the Debtor. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. AIRWAY INDUSTRIES: Court Confirms Plan of Liquidation ----------------------------------------------------- The United States Bankruptcy Court for the Western District of Pennsylvania has confirmed Airway Industries Inc.'s Plan of Liquidation, Bill Rochelle of Bloomberg News reports. As reported in the Troubled Company Reporter on Mar. 20, 2007, Airway Industries' Plan embodies the terms of a settlement of two adversary proceedings filed by the Official Committee of Unsecured Creditors' of Airway Industries, Inc., against Airway Industries, Inc., et al., and Cerberus Partners, L.P., et al. The Settlement Agreement provides that: (a) Cerberus Partners L.P. will have an allowed secured claim equal to the amount that is the lesser of: (i) $44,197,874; and (ii) the value of its collateral. Cerberus will have an allowed general unsecured claim for $58,653,670. (b) Philadelphia Indemnity Insurance Company will contribute $825,000 cash to the Estate. (c) Approximately $1,315,000 cash will be carved out from the Liquid Assets portion of Cerberus' Collateral, and will be used to fund a Creditor Trust. About $1,290,000 of the Creditor Carve-Out will be available for distribution on a pro rata basis to holders of Allowed General Unsecured Claims and to fund a Trust Expense Fund, after payment by the Creditor Trust of all Allowed Administrative Claims and Allowed Other Priority Claims. The remaining $25,000 will comprise the initial Trust Expense Fund. (d) The Debtor's right to commence or otherwise pursue any Causes of Action will be transferred to the Creditor Trustee on behalf of the Creditor Trust. (e) These Professional Fee Claims will be allowed: Firm Fee ---- --- Arent Fox PLLC $785,000 Alpern Rosenthal & Co. $100,000 Duane Morris LLP $664,700 Ansel M. Schwartz $17,409 Malin, Bergquist, and Horwath Orenstein, LLP $28,245 (f) William Berry, Grazyna Kurowska, and Brian Miller will reduce the amount of the transaction bonus that each was to be paid by Cerberus by $100,000, $60,000 and $60,000, respectively. (g) The Creditors' Committee will file notices or stipulations dismissing the Pending Litigation with prejudice. (h) J. Richard Abraham will have a Junior Lien Claim, which will be entitled to distribution on a pari passu basis with all other Allowed General Unsecured Claims, for $325,000. (i) Cerberus will pay J. Richard Abraham $185,000 in full satisfaction, settlement, release, and discharge of any and all claims he has asserted or may assert against Cerberus. Each holder of an Allowed General Unsecured Claim will receive its Pro Rata Share of Available Cash. Allowed General Unsecured Claims could exceed $20,000,000. Until objections to those claims are resolved, it is impossible to determine the actual amount of Allowed General Unsecured Claims. Cerberus will subordinate its right to any distribution on account of its unsecured claim to the rights of holders of General Unsecured Claims. The holders of the Remaining Abraham Claim, the Kurowska Claim, and the Berry Claim also subordinate their rights to the rights of holders of Allowed General Unsecured Claims. The holders of the Subordinated Claims and Equity Interests will not be entitled to receive or retain any property under the Plan on account of their claims and interests. The Creditors' Committee has appointed Clear Thinking LLC through Joseph E. Myers as the Creditor Trustee. A full-text copy of the Debtor's Disclosure Statement is available for free at http://ResearchArchives.com/t/s?1ba4 A full-text copy of the Debtor's Chapter 11 Plan is available for free at http://ResearchArchives.com/t/s?1ba3 Headquartered in Ellwood City, Pennsylvania, Airway Industries, Inc. -- http://www.atlanticluggage.com/-- manufactured suitcases, garment bags, briefcases, and other travel products and accessories. The Company filed for chapter 11 protection on Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224). Joel M. Walker, Esq., at Duane Morris LLP represents the Debtor in its restructuring efforts. The U.S. Trustee appointed the Official Committee of Unsecured Creditors on Feb. 6, 2006. The Debtor sold all or substantially all of its assets free and clear of liens to TravelPro International Inc. on March 1, 2006. George Angelich, Esq., at Arent Fox PLLC, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $10 million to $50 million. ALLIED DEFENSE: BDO Seidman LLP Raises Going Concern Doubt ---------------------------------------------------------- BDO Seidman LLP, in Bethesda, Maryland, expressed substantial doubt about The Allied Defense Group Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's losses from operations in 2006 and 2005. The auditing firm also cited that the company has received default notices from certain convertible debt holders in 2007. The auditing firm further disclosed that if the company fails to register the underlying shares related to the company's $30 million convertible debt facility by March 29, 2007, the debt will be in default and the face value of the notes along with redemption premiums and all accrued interest will become due. For the 12 months ended Dec. 31, 2006, Allied posted a net loss of $41.1 million on revenues of $128.7 million. This compares to a net loss of $38.9 million on revenues of $112.2 million for the same period in 2005. Included in the net loss for 2006 was a tax valuation allowance of $24 million recorded in the fourth quarter of 2006 for MECAR S.A. and U.S. operations pursuant to the guidance provided in SFAS 109, "Accounting for Income Taxes." The pre-tax loss for the year ended Dec. 31, 2006, was $28.5 million compared to a pre-tax loss of $32.6 million for the same period in 2005. The tax valuation allowance was recorded by the company based on the losses incurred over the past few years for MECAR S.A. and the U.S. operations of the company. At Dec. 31, 2006, the company's balance sheet showed $168 million in total assets, $112.7 million in total liabilities, and $55.3 million in total stockholders' equity. The company's balance sheet at Dec. 31, 2006, also showed strained liquidity with $102.9 million in total current assets available to pay $106.1 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c30 Default Notice On March 19, 2007, the company received a letter from Portside Growth and Opportunity Fund, another holder of the company's convertible notes, asserting events of default. This letter seeks to accelerate and redeem the note in its entirety. Portside seeks immediate payment of $7,500,000 principal amount plus a redemption premium of $1,875,000 and default interest of approximately $545,000. The company strongly disputes the alleged events of default and is currently in discussion with Portside in an attempt to resolve these issues. About Allied Defense The Allied Defense Group Inc. -- (AMEX: ADG) -- http://www.allieddefensegroup.com/-- is a diversified International defense and security firm which: develops and produces conventional medium caliber ammunition marketed to defense departments worldwide; designs, produces and markets sophisticated electronic and microwave security systems principally for European and North American markets; manufactures battlefield effects simulators and other training devices for the military; and designs and produces state-of-the-art weather and navigation software, data, and systems for commercial and military customers. ALLIED WASTE: Moody's Rates Amended & Restated Facilities at Ba3 ---------------------------------------------------------------- Moody's Investors Service assigned Ba3, LGD2, 29% ratings on the amended and restated senior secured credit facilities of Allied Waste North America, Inc. which Moody's expects to close later this week. The proceeds from the refinancing will be used to repay existing facilities. Concurrently, Moody's affirmed other ratings of Allied Waste Industries, Inc., Allied Waste NA and its wholly-owned subsidiary, Browning-Ferris Industries, LLC. The outlook for the ratings is positive. The company's amended and restated senior secured credit facilities consist of a $1.575 billion revolver due January 2012, a $1.105 billion Term Loan due January 2014, and a $490 million institutional letter of credit facility due January 2014. Maturity dates could accelerate if certain debt tranches with earlier maturities are not refinanced prior to certain dates. The facilities are rated one notch higher than the B1 Corporate Family Rating, reflecting the benefits of the guarantee and security package and Moody's expectation of loss-given-default greater or equal to 10% and less than 30%, LGD2. The borrower under the facilities is Allied Waste NA. The facilities are secured by the stock of substantially all subsidiaries and a security interest in substantially all assets. A portion of the collateral is shared with the holders of the company's senior secured notes and debentures. The proposed amended term loan has an excess cash flow repayment requirement of 50%, with step-downs depending on leverage. The company uses its letter of credit facilities primarily to provide financial assurance purposes under contractual arrangements. In addition, as of Dec. 31, 2006, about $399 million in letters of credit was drawn on the revolver. The ratings benefit from a stable underlying business with limited available substitutes and the relative lack of cyclicality in the municipal solid waste industry, the company's prominent market position and the company's size and diversified revenue stream as well as ownership of scarce assets. The ratings continue to be constrained by the company's high leverage and weak free cash flow generation. Although the company has made progress with its best practices program over the last year and a half, ongoing implementation costs, fluctuations in fuel costs and cyclical weakness in construction activity may put pressure on operating margins. Although Moody's expects ongoing improvements in free cash flow, such improvements are likely to continue to be constrained by interest payments and high ongoing capital expenditure levels. The positive ratings outlook recognizes the continuing pricing strength and focus on return on capital in the industry, the reduction in near term maturities resulting from recent refinancings, as well as the positive free cash flow generation. The positive outlook also takes into account the company's strong liquidity position in 2007 and ongoing efforts to reduce financial leverage through debt repayment. Indications of pricing weakness in the industry, substantial volume declines which lead to negative free cash flows, debt-financed acquisitions or additional indebtedness, for example in connection with potential developments with respect to the outstanding dispute with the IRS could lead to stabilization of the outlook or place downward pressure on the ratings. These are the rating actions: * Allied Waste North America, Inc. -- Assigned a Ba3, LGD2, 29% rating to the $1.575 billion guaranteed senior secured revolving credit facility due 2012; -- Assigned a Ba3, LGD2, 29% rating to the $1.105 billion guaranteed senior secured term loan due 2014; -- Assigned a Ba3, LGD2, 29% rating to $490 million guaranteed senior secured Tranche A Letter of Credit Facility due 2014; -- Affirmed the Ba3, LGD2, 30% rated $1.575 billion guaranteed senior secured revolving credit facility due 2010, subject to withdrawal upon completion of the refinancing; -- Affirmed the Ba3, LGD2, 30% rated $1.105 billion guaranteed senior secured term loan due 2012, subject to withdrawal upon completion of the refinancing; -- Affirmed the Ba3, LGD2, 30% rated $490 million guaranteed senior secured Tranche A Letter of Credit Facility due 2012, subject to withdrawal upon completion of the refinancing; -- Affirmed the B1, LGD4, 56% rating on the $750 million issue of 6.875% guaranteed senior secured notes due 2017; -- Affirmed the B2, LGD4, 57% rating on the $750 million issue of 8.5% guaranteed senior secured notes due 2008, subject to withdrawal upon completion of the refinancing currently under way; -- Affirmed the B1, LGD4, 56% rating on the $350 million issue of 6.5% guaranteed senior secured notes due 2010; -- Affirmed the B1, LGD4, 56% rating on the $400 million issue of 5.75% guaranteed senior secured notes due 2011; -- Affirmed the B1, LGD4, 56% rating on the $275 million issue of 6.375% guaranteed senior secured notes due 2011; -- Affirmed the B1, LGD4, 56% rating on the $251 million issue of 9.25% guaranteed senior secured notes due 2012; -- Affirmed the B1, LGD4, 56% rating on the $450 million issue of 7.875% guaranteed senior secured notes due 2013; -- Affirmed the B1, LGD4, 56% rating on the $425 million issue of 6.125% guaranteed senior secured notes due 2014; -- Affirmed the B1, LGD4, 56% rating on the $595 million issue of 7.125% guaranteed senior secured notes due 2016; -- Affirmed the B1, LGD4, 56% rating on the $600 million issue of 7.25% guaranteed senior secured notes due 2015; -- Affirmed the B2, LGD4, 69% rating on the $400 million issue of 7.375% guaranteed senior unsecured notes due 2014; * Allied Waste Industries, Inc. -- Affirmed the B1 Corporate Family Rating; -- Affirmed the B1 Probability of Default Rating; -- Affirmed the B3, LGD5, 87% rating on the $230 million issue of 4.25% guaranteed senior subordinated convertible bonds due 2034; -- Affirmed the B3, LGD6, 98% rating on the $600 million issue of 6.25% senior mandatory convertible preferred stock -- conversion date of March 2008. -- The Speculative Grade Liquidity Rating is SGL-1. -- The outlook for the ratings remains positive. * Browning-Ferris Industries, LLC. (assumed by Allied Waste North America, Inc.) -- Affirmed the B1, LGD4, 56% rating on the $155 million issue of 6.375% senior secured notes due 2008; -- Affirmed the B1, LGD4, 56% rating on the $96 million issue of 9.25% secured debentures due 2021; -- Affirmed the B1, LGD4, 56% rating on the $294 million issue of 7.4% secured debentures due 2035; -- Affirmed the B2, LGD4, 69% rating on the $281 million of industrial revenue bonds with various maturities. Allied Waste North America, Inc., a wholly owned operating subsidiary of Allied Waste Industries, Inc., is based in Phoenix, Arizona. Allied Waste is a vertically integrated, non-hazardous solid waste management company providing collection, transfer, and recycling and disposal services for residential, commercial and industrial customers. As of Dec. 31, 2006, the company operated a network of 304 collection companies, 161 transfer stations, 168 active landfills and 57 recycling facilities in 37 states and Puerto Rico. The company had revenues of approximately $6.0 billion in fiscal 2006. AMERIQUEST MORTGAGE: Fitch Junks Class M-11 Certificates' Rating ---------------------------------------------------------------- Fitch Ratings has taken these rating actions on the Ameriquest Mortgage Securities Inc. home equity issues: AMSI, series 2003-6 -- Class M-1 affirmed at 'AAA'; -- Class M-2 affirmed at 'AA-'; -- Class M-3 affirmed at 'A+'; -- Class M-4 affirmed at 'A'; -- Class M-5 affirmed at 'BBB'; and -- Class M-6 downgraded to 'B' from 'BB-' and placed on Rating Watch Negative. AMSI, series 2003-8 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'A+'; -- Class M-3 affirmed at 'A-'; -- Class M-4 affirmed at 'BBB+'; -- Class M-5 affirmed at 'BB'; and -- Class M-6 affirmed at 'BB-'. ARSI, series 2004-PW1 -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'A+'; -- Class M-5 affirmed at 'A'; -- Class M-6 affirmed at 'A-'; -- Class M-7 affirmed at 'BBB+'; -- Class M-8 affirmed at 'BBB'; -- Class M-9 affirmed at 'BB'; -- Class M-10 rated 'B', placed on Rating Watch Negative; and -- Class M-11 downgraded to 'C/DR4' from 'CC/DR2'. The affirmations, affecting approximately $716 million of the outstanding balances, are taken due to a satisfactory relationship of credit enhancement to expected losses. The downgrades, affecting approximately $21.4 million of the outstanding balances, are taken due to a deteriorating relationship between expected losses and credit enhancement. In AMSI series 2003-6, class M-6 is downgraded due to monthly losses exceeding the available excess spread in recent months, which has caused deterioration in the overcollateralization (OC) amount. As of the March 2007 distribution, the OC amount of $5.5 million (2.33%) is below the target amount of $8.9 million (3.78%). Monthly losses have exceeded excess spread by an average of approximately $475,000 over the last six months. In AMSI series 2004-PW1, class M-10 is placed on Rating Watch Negative and class M-11 is downgraded due to monthly losses exceeding the available excess spread in recent months, which has caused deterioration in the OC amount. As of the March 2007 distribution, the OC amount of $513 thousand (0.63%) is below the target amount of $4.6 million (5.7%). Monthly losses have exceeded excess spread by an average of approximately $360,000 over the last nine months. The underlying collateral consists of fully amortizing 15- to 30-year fixed- and adjustable-rate mortgages secured by first liens on one- to four-family residential properties extended to subprime borrowers. As of the October distribution date, the transactions listed above are seasoned from 28 (2004-PW1) to 45 (2003-6) months. The pool factors range approximately from 15% (2003-6) to 23% (2004-PW1). The AMSI loans, the retail sector for the Ameriquest Mortgage Securities Inc., were either originated or acquired by Ameriquest Mortgage Company. The Argent Securities loans, the wholesale sector for the Ameriquest Mortgage Securities Inc., were either originated or acquired by Argent Mortgage Company, LLC or Olympus Mortgage Company. Ameriquest Mortgage Company serves as the servicer for the loans in both of these sectors and is rated 'RPS2+' by Fitch. AMTROL INC: Taps Ernst & Young LLP as Accountant and Auditor ------------------------------------------------------------ Amtrol Inc. and its debtor affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP as their accountant and auditor, nunc pro tunc to Feb. 22, 2007. Ernst and Young LLP will: a) provide accounting and auditing services to the Debtor; and b) audit and give a report on the Debtors' consolidated financial statements for the year ended Dec. 31, 2006. Kevin M. Higgins, a partner at Ernst & Young, tells the Court that the Firm's professionals bill: Designation Hourly Rate ----------- ----------- Partners and Principals $447 - $480 Senior Manager $384 - $409 Manager $340 - $368 Senior $254 - $289 Staff $127 - $184 Mr. Higgins assures the Court that the Firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in West Warwick, Rhode Island, Amtrol Inc. -- http://www.amtrol.com/-- manufactures and markets water storage and pressure control products, water heaters and cylinders. The company's major products include pressure tanks used in well water, hydronic heating and potable hot water applications, indirect-fired water heaters, and both LPG and disposable refrigerant gas cylinders. The company and three of its affiliates filed for chapter 11 protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No. 06-11446). Douglas Gray, Esq., Stuart J. Brown, Esq., and William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP, represent the Debtors. The Debtor's financial advisor is Miller Buckfire & Co., LLC. Kara Hammond Coyle, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Official Committee of Unsecured Creditors. As of Apr. 1, 2006, the Debtors' consolidated financial condition showed $229,270,000 in total assets and $235,802,000 in total debts. The Debtors' exclusive period to file a chapter 11 reorganization plan expires on April 17, 2007. APPLE TREE: Case Summary & Two Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Apple Tree Resources, Inc. 781 Progress Court Williamston, MI 48895 Bankruptcy Case No.: 07-02139 Type of Business: The Debtor owns, finances, and operates oil and gas interests. Chapter 11 Petition Date: March 26, 2007 Court: Western District of Michigan (Grand Rapids) Judge: Jo Ann C. Stevenson Debtor's Counsel: Jerome D. Frank, Esq. Frank & Frank P.C. 30833 Northwestern Highway, Suite 205 Farmington Hills, MI 48334 Tel: (248) 932-1440 Debtor's financial condition as of March 22, 2007: Total Assets: $1,903,643 Total Debts: $4,526,620 Debtor's Two Largest Unsecured Creditors: Entity Claim Amount ------ ------------ NationGas Production Co. $42,404 P.O. Box 61248 Houston, TX 77208-1248 Great Lakes Energy Co., LLC $29,088 c/o Stephen A. Metzler 1800 West Big Beaver Road, Suite 100 Troy, MI 48084 ARGO-TECH CORP: Debt Repayment Cues Moody' to Withdraw Ratings -------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings assigned to Argo-Tech Corporation and its parent AT Holdings Corporation. This concludes the rating review commenced on Jan. 9, 2007. The ratings have been withdrawn due to the repayment of all rated debt upon the acquisition of the company by Eaton Corporation, completed on March 16, 2007. Withdrawn: * AT Holdings Corporation -- Senior discount notes, previously rated Caa1 -- Corporate Family Ratings, previously rated B2 -- Probability of Default Rating, previously rated B2 * Argo-Tech Corporation: -- Senior secured credit facilities, previously rated Ba2 -- Senior unsecured notes, previously rated B2. Argo-Tech Corporation, based in Cleveland, Ohio, designs, manufactures and services high performance fuel flow devices primarily for the aerospace industry. BANC OF AMERICA: Fitch Holds BB+ Rating on $2MM Class M-MC Certs. ----------------------------------------------------------------- Fitch Ratings affirms Banc of America Large Loan, Inc., series 2006-BIX1: -- $479.6 million class A-1 at 'AAA'; -- $223.5 million class A-2 at 'AAA'; -- Interest-only class X-1A at 'AAA'; -- Interest-only class X-1B at 'AAA'; -- Interest-only class X-2 at 'AAA'; -- Interest-only class X-3 at 'AAA'; -- Interest-only class X-4 at 'AAA'; -- Interest-only class X-5 at 'AAA'; -- $15 million class B at 'AAA'; -- $43.2 million class C at 'AA+'; -- $42.4 million class D at 'AA'; -- $28.3 million class E at 'AA-'; -- $28.3 million class F at 'A+'; -- $28.3 million class G at 'A'; -- $28.3 million class H at 'A-'; -- $11.3 million class J at 'BBB+'; -- $11.8 million class K at 'BBB'; -- $18.9 million class L at 'BBB-'; -- $9.8 million class J-CP at 'BBB+'; -- $14.7 million class K-CP at 'BBB'; -- $28.8 million class L-CP at 'BBB-'; -- $4.4 million class J-CA at 'BBB+'; -- $3 million class K-CA at 'BBB'; -- $3.5 million class L-CA at 'BBB-; -- $2 million class M-MC at 'BB+'; and -- $0.4 million class L-SC at 'BBB-'. The rating affirmations are due to stable collateral performance since issuance. As of the March 2007 distribution date, the pool's aggregate certificate balance has decreased 16.6% to $958.8 million from $1,149.6 million at issuance. There have been no delinquent or specially serviced loans since issuance. The Quality Hotel Times Square loan paid off in January 2007. Eight office properties were sold in the CarrAmerica Pool 3 and CarrAmerica Pool 2 loans, reducing the balance of the loans. There are 17 loans remaining in the pool. All pooled senior participations included in the trust have credit characteristics consistent with investment-grade obligations. The non-pooled senior participation interests of four loans in the trust, CarrAmerica Pool 3, CarrAmerica Pool 2, Midtown Center and Sterling Court, are structured as stand-alone raked classes. BARREIRO DEGANTE: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: The Daniel R. Barreiro & Alejandro Degante Partnership 12100 North Lamar Austin, TX 78753 Case Number: 07-10504 Involuntary Petition Date: March 24, 2007 Court: Western District of Texas (Austin) Judge: Frank R. Monroe Petitioner's Counsel: Kell C. Mercer, Esq. Brown McCarroll LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 479-9749 Fax: (512) 479-1101 Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Daniel R. Barreiro Value of Interest Unknown General Partner in Partnership 12024 North Lamar Boulevard Austin, TX 78753 BIORELIANCE CORP: Moody's Junks Rating on $40 Million Term Loan --------------------------------------------------------------- Moody's Investors Service assigned first time ratings for BioReliance Corporation and ACP/BREL UK Acquisition Limited. Both are wholly-owned subsidiaries of ACP/BREL Intermediate, Inc. The proceeds from the issued debt will be used to help fund the acquisition of BioReliance and BioReliance Ltd. for $209.7 million, plus fees and expenses, from Invitrogen Corporation by Avista Capital Partners, LP. The ratings outlook is stable. Moody's notes that the ratings are constrained by the company's limited scale, minimal free cash flow relative to outstanding debt and a heavy concentration of revenues in the company's core biologic safety division. The ratings also reflect the company's leadership position in the safety market, a diversified global customer base and favorable industry trends affecting the contract research organization industry, including continued growth of research and development spending by its customers and increasing use of outsourcing. Moody's does not expect the company to have excess cash available for the repayment of the debt borrowed to complete the acquisition, because free cash flow is expected to remain flat in the immediate future in light of the expected increase in capital spending for 2007 and 2008. Despite the temporary increase in capital spending, Moody's notes that the company requires very little capital investment to support future and organic growth. As a result, any meaningful expansion in operating cash flow beyond 2008 should allow the company to have greater liquidity and financial flexibility over the long-term. The transaction is expected to close in early April 2007 and the ratings are subject to receipt of final documentation. Assigned: * BioReliance Corporation -- $55 million first lien term loan, due 2014, rated B1, LGD3, 36%; -- $15 million first lien revolving credit facility, due 2013, rated B1, LGD-3, 36%; -- $40 million second lien term loan, due 2014, rated Caa1, LGD5, 87%; -- Corporate Family Rating, rated B2; and -- Probability of Default Rating, rated B2. * ACP/BREL UK Acquisition Limited -- $40 million equivalent U.K. first lien term loan, due 2014, rated B1, LGD-3, 36%; -- $5 million equivalent U.K. first lien revolving credit facility, due 2013, rated B1, LGD-3, 36%; BioReliance Corporation and ACP/BREL UK Acquisition Limited are contract service organizations that provide global testing and bio-manufacturing services for biologics and other biomedical products to biotechnology and pharmaceutical companies worldwide. The combined company reported approximately $105 million of revenue in 2006. BIORELIANCE CORP: S&P Places Corporate Credit Rating at B+ ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Rockville, Maryland-based outsourced biologics services provider BioReliance Corp. The outlook is negative. At the same time, Standard & Poor's assigned its loan and recovery ratings to the company's proposed $15 million senior secured first-lien U.S. revolving credit facility due 2013, $5 million senior secured first-lien U.K. revolving credit facility due 2013, $55 million senior secured first-lien U.S. term loan due 2014, and $40 million senior secured first-lien U.K. term loan due 2014. The debt was rated 'B+' with a recovery rating of '2', indicating the expectation of substantial recovery of principal in the event of a payment default. In addition, Standard & Poor's assigned its loan and recovery ratings to the company's proposed $40 million secured second-lien term loan due 2014. The loan was rated 'B-' with a recovery rating of '5', indicating the expectation of negligible (0%-25%) recovery of principal in the event of a payment default. The term loans are being used along with $85 million of sponsor common equity to finance the purchase of BioReliance from parent company Invitrogen Corp. by financial sponsor Avista Capital Partners. The purchase price represents a multiple of about 9x 2006 EBITDA. The ratings on BioReliance reflect the company's position as a small player in the broader market for contract research services, its highly leveraged capital structure, and operational and cultural challenges it faces after three years of operation as a subsidiary of a larger organization. These risks are partially mitigated by the company's leading position within its niche markets, its long-standing reputation in its markets, and the potential for improvement as a stand-alone entity. BUILDERS FIRSTSOURCE: Net Income Lowers to $3.9 Mil. in 4th Qtr. ---------------------------------------------------------------- Builders FirstSource, Inc., reported financial results for its fourth quarter and fiscal year ended Dec. 31, 2006. Net income for the fourth quarter was $3.9 million compared with $19.5 million. It included stock-based compensation expense of $600,000 as the company adopted Statement of Financial Accounting Standards No. 123, Share-Based Payment, on Jan. 1, 2006. The company's effective tax rate was 50.4% as the company established $900,000 of additional reserves in connection with various tax audits, which are underway. In order to align its workforce with customer demand, the company reduced the number of full-time equivalent employees by 18.2% during the fourth quarter 2006. However, fourth quarter expenses did not reflect the full benefit of these actions as most of the headcount reductions occurred late in the quarter. The company is now experiencing the full impact of the housing slowdown across all markets. Even its stronger markets, such as in Georgia, Texas and the Carolinas, experienced sharp year-over- year declines in housing starts during the fourth quarter. "The operating environment worsened during the fourth quarter." Charles Horn, Builders FirstSource Senior Vice President and Chief Financial Officer, said. "However, the company continued to execute its strategy of being a value-added provider of building products and services. As a result, the company grew its market share in all but one of the states. "As the homebuilders seek to control their costs in this operating environment, the company believes that it will seek to partner with its suppliers in order to increase efficiency and improve quality in the homebuilding process. The company believes this has helped gain market share throughout this down cycle." "The company continued to manage its cost structure in light of the lower sales volume,"Mr. rn added. While the company took additional cost saving measures during the fourth quarter, it did not realize the full benefit as these actions occurred late in the quarter. The company will continue to focus on adjusting staffing levels commensurate with changes in sales volume." Fiscal Year 2006 Financial Results Net income for the year ended Dec. 31, 2006, was $68.9 million compared with $48.6 million. Net income included stock-based compensation expense of $2.6 million as the company adopted SFAS No. 123R on Jan. 1, 2006. Adjusted for items related to the company's initial public offering and refinancing transactions, 2005 net income was $82.2 million. Capital expenditures, excluding acquisitions, were $27.2 million in 2006 compared with $29.7 million in 2005. The company spent $10 million less than it had planned in order to conserve capital as housing starts began to decline in the second half of the year. At Dec. 31, 2006, the company's balance sheet showed total assets of $749 million, total liabilities of $492 million, and total stockholders' equity of $257 million. Its cash on hand was $93.3 million, and funded debt was $314.9 million. About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource, Inc. (Nasdaq: BLDR) -- http://www.bldr.com/-- is a leading supplier and manufacturer of structural and related building products for residential new construction. The company operates in 11 states, principally in the southern and eastern United States, and has 63 distribution centers and 52 manufacturing facilities, many of which are located on the same premises as our distribution facilities. Manufacturing facilities include plants that manufacture roof and floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber sheet goods, millwork and other building products. * * * Builders FirstSource's Second Priority Senior Secured Floating Rate Note due 2012 carries Moody's Investor Service's 'B3' rating and Standard & Poor's Rating Services 'B' rating. BUSINESS OFFICE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: The Business Office, Inc. P.O. Box 339 Manahawkin, NJ 08050 Bankruptcy Case No.: 07-14043 Type of Business: The Debtor, founded in 1985, is as an independent payroll service bureau, with clients in the New Jersey region and the U.S. It is a charter member of the Independent Payroll Providers Association and is active in the American Payroll Association. See http://www.tbopayroll.com/ Chapter 11 Petition Date: March 26, 2007 Court: District of New Jersey (Trenton) Debtor's Counsel: Andrew J. Kelly, Esq. Kelly & Brennan, P.C. 1800 Route 34, Suite 403 Wall, NJ 07719 Tel: (732) 280-8825 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. CABLEVISION SYSTEMS: Cannot Use DVR System, Judge Chin Rules ------------------------------------------------------------ The Honorable Denny Chin of the U.S. District Court in Manhattan ruled that Cablevision Systems Corp.'s digital video recorder service would violate U.S. copyright laws, Reuters reports. The suit was filed in May 2006 by several Hollywood studios and television networks including those owned by Time Warner Inc., News Corp., CBS Corp. and Walt Disney Co. Cablevision had hoped a network-based DVR system, called Remote Storage DVR or RS-DVR, would have done away with the need for the installation of hundreds of thousands of digital set-top boxes in subscribers' homes, Reuters adds. The studios and networks said that the proposed service would allow subscribers to store television programs on the cable operator's own computer servers, it would be breaking copyright agreements by effectively retransmitting the programs. "The RS-DVR is clearly a service, and I hold that in providing this service, it is Cablevision that does the copying," Judge Chin said in his ruling. Cablevision said that it is currently considering an appeal against Judge Chin's ruling. "We are disappointed by the judge's decision, and continue to believe that remote-storage DVRs are consistent with copyright law and offer compelling benefits for consumers -- including lower costs and broader availability of this popular technology," Cablevision said. About Cablevision Systems Corp. Headquartered in Bethpage, New York, Cablevision Systems Corp., (NYSE: CVC) -- http://www.cablevision.com/-- operates as a media, entertainment and telecommunications company in the U.S. It has three segments, Telecommunications Services, Rainbow, and Madison Square Garden. Telecommunications Services operates in cable television business. The Rainbow segment consists of its interests in national programming services, regional programming businesses, regional sports and news network business, and local advertising sales representation business. The Madison Square Garden segment owns and operates professional sports teams, as well as the MSG Networks sports programming business, and an entertainment business. It owns programming assets through its Rainbow National Services LLC subsidiary, including American Movie Classics, WE tv and Independent Film Channel. At Dec. 31, 2006, the company's balance sheet showed $9,844,857,000 in total assets and $15,184,110,000 in total liabilities, resulting in a $5,339,253,000 stockholders' deficit. The company's stockholders' deficit at Dec. 31, 2005, stood at $2,493,380,000. CARBIZ INC: Completes $10 Mil. Colossus Capital Credit Facility --------------------------------------------------------------- Carbiz Inc. has finalized up to $10 million revolving credit facility with Colossus Capital Fund, L.P., Chief Executive Officer Carl Ritter reported. The credit facility will further assist in funding the expansion strategy of the company's auto credit business. It will also assist Carbiz in growing its chain of used car dealerships in Florida. "This next step provides the company with the capital to launch its expansion program without diluting the share value," Mr. Ritter stated. "The company is pleased to be working with the folks at Colossus and will detail its expansion plans in a subsequent report." Under the terms of the Credit Facility and subject to the limitations set forth below, Carbiz may borrow up to an aggregate of $10 million, with such Credit Facility to be funded in separate $5 million tranches by Colossus. The Credit facility is secured by all of the assets of Carbiz and its subsidiaries, and it matures in four years. Carbiz may borrow from the Credit Facility up to the lesser of 1. the total amount of funded tranches, or 2. the lesser of: a. 58% of Carbiz's eligible receivables' principal balance; or b. 100% of Carbiz's cost basis of such eligible receivables. All borrowings under the Credit Facility will accrue interest at 15% per annum. Commissions and fees payable to Colossus related to the Credit Facility upon execution of the related documentation totaled $350,000, with an additional $325,000, to be paid to Colossus upon the release of the second tranche under the Credit Facility. Under the terms, the Credit Facility also contains certain other penalties and fees payable to Colossus. At this time, Carbiz may borrow $210,000 under the terms of the Credit Facility based upon its eligible receivables. About CarBiz Inc. Headquartered in Toronto, Ontario, Canada, CarBiz Inc. (OTCBB: CBZFF) -- http://www.carbiz.com/-- provides software and services for car dealers. CarBiz's software applications cover finance and insurance, special financing, leasing, buy here-pay here, traffic management, and accounting. Related services include software training and consulting, software applications hosting, and website design. CarBiz also offers service contracts and extended warranties through Heritage Warranty and car loans. Carbiz serves more than 3,000 dealers. Carbiz Inc.'s Oct. 31, 2006, balance sheet showed stockholders' deficit of $3,410,376 from a deficit of $2,403,162 at Jan. 31, 2006. CBRL GROUP: Commences Offer to Exchange Liquid Yield Option Notes ----------------------------------------------------------------- CBRL Group, Inc., has commenced an offer pursuant to which holders of its outstanding Liquid Yield Option Notes due 2032 can exchange all or a portion of their Old Notes for an equal amount of a new issue of Zero Coupon Senior Convertible Notes due 2032 plus an exchange fee of $0.60 per $1,000 in principal amount of Old Notes tendered in the Exchange Offer. The exchange offer and withdrawal rights will expire on April 16, 2007, unless extended by the company. Holders must tender their Old Notes before the expiration date if they wish to participate in the exchange offer. The purpose of the exchange offer is to exchange New Notes, which will include certain terms that are different from the Old Notes, for the Old Notes. The primary difference in terms will be the addition of a "net share settlement" feature in the New Notes. The New Notes, as is the case with the Old Notes, are convertible into 10.8584 shares of the company's common stock. The net share settlement feature will allow the company, upon conversion of a New Note, to satisfy a portion of its obligation due upon conversion in cash rather than with the issuance of shares of its common stock. This will reduce the share dilution associated with the conversion of the New Notes. In addition, New Notes will provide that the company may redeem the New Notes on 15 days notice rather than the minimum 30 days notice required by the Old Notes. Upon completion of the exchange offer, the company intends, subject to market conditions, to redeem the New Notes. The company would obtain the funds for any such redemption from drawing on its disclosed $200 million delayed-draw term loan, by using cash on hand and/or engaging in another financing transaction. The redemption could be completed early as prior to the end of the company's fiscal year on Aug. 3, 2007. The New Notes may not be issued, nor may the exchange offer be accepted, prior to the time the application for qualification of indenture referred to below becomes effective. On March 6, 2007, the company reported that, pursuant to the terms of the controlling indenture, holders of the Old Notes have the right to require the company to repurchase the Old Notes for cash. The Put Option entitles each holder of Old Notes to require the company to purchase all or any part of such holder's Notes at a price equal to $475 per $1,000 of principal amount at maturity. Because each Old Note is convertible into 10.86 shares of the company's common stock, the put value is the equivalent of $43.75 per associated common share. Based on the March 19, 2007 closing price for the company's common stock of $48.44, the conversion value exceeds the put value, and the company does not expect holders to exercise their put right if that condition continues. Holders that do not surrender Old Notes for purchase pursuant to the Put Option will maintain the right to convert the Old Notes, subject to the their applicable terms, conditions and adjustments, and also may participate in the exchange offer. The opportunity to require the company to repurchase the Old Notes pursuant to the Put Option will terminate on April 3, 2007. In order to exercise the Put Option, a holder must follow the procedures set forth in the notice sent to holders, dated March 6, 2007. Holders may withdraw any Old Notes surrendered for purchase at any time prior to April 3, 2007. A Form T-3 Application for Qualification of Indenture covering the New Notes has been filed with the Securities and Exchange Commission but has not yet been declared effective. Also, in connection with both the Put Option and the exchange offer, the company has filed with the SEC Tender Offer Statements on Schedule TO. The T-3 and the Tender Offer Statements and any documents filed in connection with either the Put Option or the exchange offer contain important information. Holders of Old Notes and other interested parties may obtain a free copy of these and other relevant documents at: CBRL Group, Inc. Attn: General Counsel P.O. Box 787 #305 Hartmann Drive Lebanon, TN 37088-0787 Additional information concerning the terms of the exchange offer and copies of the exchange circular and other documents relating to the exchange offer may be obtained from the information agent: Global Bondholder Services Corporation Attn: Corporate Actions #65 Broadway St., Suite 704 New York, NY 10006 Tel: (212) 430-3774 and (866) 470-4300 The company also reported that through March 19, 2007, it had repurchased an aggregate of 1.93 million shares of its common stock for $91 million before fees and commissions pursuant to a Rule 10b5-1 trading plan on March 8, 2007. The 10b5-1 Plan was implemented to facilitate repurchases under the company's $100 million share repurchase authorization, $36.1 million of which remained at March 8, 2007. This is in addition to management's authority to purchase 821,081 shares that remains from a 2005 repurchase authorization. The company intends to complete the $9 million remainder of the $100 million authorization soon as practicable. About CBRL Group, Inc. Headquartered in Lebanon, Tennessee, CBRL Group Inc. (Nasdaq: CBRL)-- http://www.cbrlgroup.com/-- through its subsidiaries, engages in the operation and development of the restaurants and retail concepts in the United States. * * * CBRL Group Inc.'s Zero-Coupon Senior Liquid Yield Option Notes due 2032 carry Moody's Investors Service's 'Ba2' rating and Standard & Poor's 'B+' rating. COMMONWEALTH EDISON: Issues Additional $300 Million of 5.9% Bonds ----------------------------------------------------------------- Commonwealth Edison Company has issued an additional $300 million aggregate principal amount of its First Mortgage 5.9% Bonds, Series 103, due March 15, 2036. Pursuant to ComEd's Mortgage, the bonds were issued in addition to the $325 million. The proceeds of ComEd's utility plant's first mortgage lien were used to refinance outstanding commercial paper and to repay borrowings under its revolving credit facility. The additional Bonds carry an interest rate of 5.9% per annum, which is payable semi-annually on March 15 and September 15, commencing September 15, 2007. The additional Bonds are redeemable at any time at ComEd's option at a "make-whole" redemption price calculated as provided in the Supplemental Indenture. Citigroup Corporate and Investment Banking as the sole book-runner are leading the offering. About Commonwealth Edison Headquartered in Chicago, Illinois, Commonwealth Edison Company is a unit of Exelon Corporation (NYSE: EXC) and its energy delivery business consists of the purchase and regulated retail and wholesale sale of electricity and the provision of distribution and transmission services to retail and wholesale customers in northern Illinois, including the City of Chicago. The company was organized in the State of Illinois in 1913 as a result of the merger of Cosmopolitan Electric Company into the original corporation named Commonwealth Edison Company, which was incorporated in 1907. COMMONWEALTH EDISON: Rate Freeze Vote Cues Moody's to Cut Ratings ----------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured debt and Issuer Rating of Commonwealth Edison Company to Ba1 from Baa3 and downgraded the company's short-term rating for commercial paper to Not-Prime from Prime-3. The ratings on ComEd's senior secured debt and secured bank facility remain unchanged at Baa2, however, all of ComEd's long-term ratings remain under review for possible downgrade. The ratings and outlook are unchanged for ComEd's parent, Exelon Corporation (Baa2 senior unsecured) and for affiliates, Exelon Generation Company (Baa1 senior unsecured) and PECO Energy (A3 Issuer Rating). These ratings reflect the fairly strong performance trends for these two operating subsidiaries, which represent the substantial majority of Exelon Corporation's consolidated earnings and cash flow, and the belief that any near term potential financial stress will be largely isolated to ComEd. The downgrade of ComEd reflects this last Thursday's 11-1 vote in the Illinois Senate Environmental and Energy Committee to amend Senate Bill 1592 to include ComEd as part of proposed rate freeze legislation that would freeze electric rates for both ComEd and the Ameren Illinois utilities back to the 2006 level for at least one year. It is not certain that this bill will be enacted into law as a negotiated outcome remains possible, which could involve concessions by the company. The margin of passage in the Senate Committee combined with investigatory actions by the State Attorney General suggests that any resolution would likely produce financial ratios for ComEd that are weaker than previously expected. "Although generation rates for electricity have transitioned to market rates and passage of retroactive rate freeze legislation may ultimately be avoided, this past Thursday's committee vote concerning SB1592 is a further sign of continued political intervention in the utility regulatory process, and the regulatory environment is no longer supportive of an investment grade senior unsecured rating for ComEd," said A.J. Sabatelle, Vice President and Senior Credit Officer. The downgrade also acknowledges that ComEd will likely need to offer additional concessions to certain customer classes in order to head off passage of rate freeze legislation. ComEd's credit metrics are already expected to weaken during 2007 from historical levels due in large part to the distribution rate case decision rendered by the Illinois Commerce Commission in 2006 which resulted in ComEd receiving around 25% of the rate relief requested. As a result, incorporating additional forms of ratepayer concessions are likely to further weaken expected 2007 cash flow. Moody's believes that ComEd's ability to strengthen its credit metrics in 2008 and beyond depends upon supportive and consistent regulatory decisions emerging in Illinois which may prove to be a daunting task given the current highly politicized environment concerning electric rates and the ComEd's affiliate relationship with Exelon Generation, a wholesale power producer. The Baa2 rating of ComEd's senior secured debt is unchanged. The wider notching between ComEd's senior secured indebtedness and the rest of the company's capital structure reflects the fact that virtually all of the company's indebtedness is secured by utility plant through ComEd's first mortgage indenture where the degree of collateral coverage appears ample. Outstanding first mortgage bond debt approximates $4.6 billion, including a $1 billion secured revolver, relative to the nearly $10 billion of net utility plant shown on ComEd's balance sheet at Dec. 31, 2006. The continuing review for possible downgrade of ComEd's long-term ratings reflects the possibility that some form of rate freeze legislation may pass the Illinois General Assembly and be signed into law by the Governor. Moody's understands that the Illinois electric utilities, along with politicians, consumer groups, and others are currently engaged in negotiations that could provide alternatives to the rate freeze legislation being proposed in the Senate and in the House. If rate freeze legislation is passed, the ratings of ComEd would be downgraded multiple notches. Downgrades: * ComEd Financing II -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1 * ComEd Financing III -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Ba1 -- Preferred Stock Shelf, Downgraded to Ba2 from Ba1 * Commonwealth Edison Company -- Commercial Paper, Downgraded to NP from P-3 -- Issuer Rating, Downgraded to Ba1 from Baa3 -- Multiple Seniority Shelf, Downgraded to a range of Ba3 to Ba1 from a range of Ba2 to Baa3 -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1 from Baa3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3 Headquartered in Chicago, Illinois, Commonwealth Edison Company is a regulated electricity transmission and distribution company, and is a wholly-owned subsidiary of Exelon Corporation. COSINE COMMUNICATIONS: Burr Pilger Raises Going Concern Doubt ------------------------------------------------------------- Burr, Pilger & Mayer LLP expressed substantial doubt about Cosine Communications Inc.'s ability to continue as a going concern after auditing the firm's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's actions in September 2004 to terminate most of its employees and discontinue production activities in an effort to conserve cash. Cosine Communications Inc. reported net income of $449,000 on total revenue of $1.4 million for the year ended Dec. 31, 2006, compared with a net loss of $1.2 million on total revenue of $3.3 million for the year ended Dec. 31, 2005. Through Dec. 31, 2006, revenues consisted primarily of customer service revenue. At Dec. 31, 2006, the company's balance sheet showed $23 million in total assets, $559,000 in total liabilities, and $22.5 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c2a About Cosine Communications Based in San Jose, California, CoSine Communications, Inc. (OTC: COSN.PK) -- http://www.cosinecom.com/-- used to be a provider of carrier network equipment products and services, until the fourth quarter of 2004 when it decided to discontinue these product lines. In 2006, the company completed the wrap-up of its carrier services business. The company also sold the remaining assets of its carrier network products business with the sale of its patent portfolio in March 2006 and the sale of the rights to the related intellectual property in November 2006. COUNTRYWIDE HOME: Fitch Junks Class B4 Certificates' Rating ----------------------------------------------------------- Fitch Ratings has taken these actions on RMBS classes from Countrywide Home Loans, Inc. (CWMBS), mortgage pass-through certificates, series 2002-13 Alt 2002-8: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AAA'; -- Class B1 affirmed at 'AA'; -- Class B2 affirmed at 'BBB+'; -- Class B3 downgraded to 'B' from 'BB'; -- Class B4 downgraded to 'C' from 'B-'; and Distressed Recovery rating is lowered to 'DR5' from 'DR3'. The underlying collateral for the transaction consists of conventional, fully amortizing, 20- to 30-year fixed-rate, mortgage loans secured by first liens on one-to four-family residential properties. At origination, approximately 43.86% and 56.14% of the initial mortgage loans were originated under CHL's Standard Underwriting Guidelines and Expanded Underwriting Guidelines, respectively. Mortgage loans underwritten pursuant to the Expanded Underwriting Guidelines may have higher loan-to-value ratios, higher loan amounts, higher debt-to-income ratios and different documentation requirements than those associated with the Standard Underwriting Guidelines. The affirmations affect approximately $70.87 million in outstanding certificates and reflect adequate relationships of credit enhancement to future loss expectations. The negative rating actions reflect the deterioration in the relationship of CE to future loss expectations and affects approximately $3 million of outstanding certificates. As of the March 25, 2007, distribution date, the trust is seasoned 57 months and the pool factor is 13%. The cumulative loss to date is 26 bps of the original balance and approximately 8% of the remaining loans are delinquent. The CE of the class B-4 has decreased considerably the past few months and is currently only .25%, which is 5 bps lower than the original CE to the bond. Fitch will continue to monitor this trust. The loans are being serviced by Countrywide Home Loans Servicing LP, a direct wholly owned subsidiary of Countrywide Home Loans, Inc. Countrywide Servicing is rated 'RPS1' for primary servicing and 'RMS2' for master servicing by Fitch. CSFB ABS: S&P Pares Rating on Class B Certificates to B from BB --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on class B issued by CSFB ABS Trust Series 2002-HE1 to 'B' from 'BB'. The rating remains on CreditWatch with negative implications, where it was placed Feb. 9, 2007. At the same time, the ratings on classes I-B-2 and B-3 from Credit Suisse First Boston Mortgage Securities Corp.'s series 2002-9 and CSFB Home Equity Asset Trust 2003-7, respectively, were placed on CreditWatch with negative implications. The downgrade of class B from series 2002-HE1 reflects the further erosion of the class' credit support, as monthly net losses continue to outpace monthly excess interest. As a result, the overcollateralization for the transaction is 0.20%, well below its target of 0.50% of the original pool balance. As of the February 2007 distribution period, total delinquencies represented approximately 44% of the outstanding pool balance, with severe delinquencies totaling roughly 23%. Cumulative realized losses were approximately 3.64%. The transaction is 60 months seasoned and has paid down its pool balance to approximately 8.76% of the original balance. The ratings on series 2002-9 from loan group one and series 2003-7 reflect the losses being incurred by these transactions, as well as the relatively high severe delinquencies with respect to the available credit support for the classes with ratings placed on CreditWatch negative. Losses have completely eroded the overcollateralization for loan group one from series 2002-9, while overcollateralization is below its target for series 2003-7. Total delinquencies for loan group one from series 2002-9 and series 2003-7 were approximately 18% and 30%, respectively, with severe delinquencies amounting to 12% and 17%, respectively. Cumulative realized losses for loan groups one were 0.57% for series 2002-9 and 1.28% for series 2003-7. Series 2002-9 is 58 months seasoned and loan group one has paid down to 7.75% of its original pool balance, while series 2003-7 is 38 months seasoned and has paid down its pool balance to 14.44% of its original balance. Standard & Poor's will continue to closely monitor the performance of these transactions. If losses decline to a point at which they no longer exceed excess interest, and the level of overcollateralization has not been further eroded, the rating agency will affirm the ratings and remove them from CreditWatch. Conversely, if losses continue to exceed excess interest and further erode overcollateralization, Standard & Poor's will take additional negative rating actions. The collateral for these transactions consists of 30-year, fixed- and adjustable-rate, subprime or Alt-A mortgage loans, secured by first liens on one- to four-family residential properties. Rating Lowered And Remaining On Creditwatch Negative CSFB ABS Trust Series 2002-HE1 Mortgage Pass-Through Certificates Series 2002-HE1 Rating ------ Class To From ----- -- ---- B B/Watch Neg BB/Watch Neg Ratings Placed On Creditwatch Negative Credit Suisse First Boston Mortgage Securities Corp. Mortgage Backed Pass-Through Certificates Series 2002-9 Rating ------ Class To From ----- -- ---- I-B-2 A/Watch Neg A CSFB Home Equity Asset Trust 2003-7 Home Equity Pass-Through Certificates Series 2003-7 Rating ------ Class To From ----- -- ---- B-3 BBB-/Watch Neg BBB- DAIMLERCHRYSLER AG: Delays Filing First Quarter Report to May 15 ---------------------------------------------------------------- DaimlerChrysler AG will not publish its interim report on the first quarter of 2007 on April 26, 2007, as was originally planned, but on May 15, 2007. This change of date has been caused solely by delays with the preparation of the financial statements for the year 2006 and with the parallel work for the International Financial Reporting Standards financial statements, which have also had an impact on the timeframe for the quarterly financial statements. As previously announced by the company, in the 2007 financial year, DaimlerChrysler will change over its accounting and financial reporting from U.S. generally accepted accounting principles to International Financial Reporting Standards. For comparative reasons, this also necessitates the preparation of retroactive IFRS financial statements for the year 2006. The change of schedule was caused by delays with the preparation of the financial statements for the year 2006 according to U.S. GAAP and IFRS in the first two months of this year. It was not possible to compensate for these delays in the following weeks. As a first step, DaimlerChrysler intends to publish its consolidated financial statements for the year 2006 according to IFRS on April 26, 2007. The interim report on the first quarter of 2007 is to follow on May 15, 2007. About DaimlerChrysler Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA: DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures, distributes, and sells various automotive products, primarily passenger cars, light trucks, and commercial vehicles worldwide. It primarily operates in four segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and Financial Services. The company's worldwide operations are located in: Canada, Mexico, United States, Argentina, Brazil, Venezuela, China, India, Indonesia, Japan, Thailand, Vietnam and Australia. The Chrysler Group segment offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The Chrysler Group is facing a difficult market environment in the United States with excess inventory, non-competitive legacy costs for employees and retirees, continuing high fuel prices and a stronger shift in demand toward smaller vehicles. At the same time, key competitors have further increased margin and volume pressures -- particularly on light trucks -- by making significant price concessions. In addition, increased interest rates caused higher sales & marketing expenses. In order to improve the earnings situation of the Chrysler Group as quickly and comprehensively, measures to increase sales and cut costs in the short term are being examined at all stages of the value chain, in addition to structural changes being reviewed as well. DAIMLERCHRYSLER AG: General Motors Will Not Bid for Chrysler ------------------------------------------------------------ General Motors Corp. will not join in the first round of bidding for DaimlerChrysler AG's Chrysler Group, Reuters reports citing the New York Times. GM decided not to bid for Chrysler because the company had no need for extra capacity, Reuters adds referring to the Times' unnamed sources. Meanwhile, a report from Bear Stearns & Co. said GM's acquisition of Chrysler would probably face difficulty in gaining approval from antitrust authorities since it would give the combined company a high market share in light trucks, the Wall Street Journal reports. Bear Stearns' report said that the new entity could overcome antitrust concerns in passenger cars but could face problems in pick up trucks, sports-utility vehicles and minivans, WSJ notes. According to WSJ, Bear Stearns, citing figures from Autodata Corp, said pickup truck sales shares for: -- GM is 38.2%; -- Chrysler is 16.4%; -- Ford Motor Co. is 36.5%; -- Toyota Motor Corp. is 5.6%; and -- Nissan Motor Co. is 3.3%. Bear Stearns also said it believes an acquisition of Chrysler "could do more harm than good for GM's ongoing turnaround." The report noted a combination of GM and Chrysler would increase GM's exposure to the highly competitive U.S. market, WSJ adds. About DaimlerChrysler Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA: DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures, distributes, and sells various automotive products, primarily passenger cars, light trucks, and commercial vehicles worldwide. It primarily operates in four segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and Financial Services. The company's worldwide operations are located in: Canada, Mexico, United States, Argentina, Brazil, Venezuela, China, India, Indonesia, Japan, Thailand, Vietnam and Australia. The Chrysler Group segment offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The Chrysler Group is facing a difficult market environment in the United States with excess inventory, non-competitive legacy costs for employees and retirees, continuing high fuel prices and a stronger shift in demand toward smaller vehicles. At the same time, key competitors have further increased margin and volume pressures -- particularly on light trucks -- by making significant price concessions. In addition, increased interest rates caused higher sales & marketing expenses. In order to improve the earnings situation of the Chrysler Group as quickly and comprehensively, measures to increase sales and cut costs in the short term are being examined at all stages of the value chain, in addition to structural changes being reviewed as well. DOW CORNING: Supreme Court Retains Higher Interest Rate on Claims ----------------------------------------------------------------- The U.S. Supreme Court affirmed a decision by the U.S. Court of Appeals for the Sixth Circuit awarding a higher rate of interest to some claims in Dow Corning Corp.'s Chapter 11 reorganization plan, Bill Rochelle of Bloomberg News reports. Last year, the Appeals Court reversed a decision by the U.S. District Court for the Eastern District of Michigan concerning payment of interest at the federal judgment rate on approximately $1 billion of commercial claims against Dow Corning. The Appeals Court said the solvent debtor must pay interest at the applicable contractual default rate of interest rather than the (much lower) federal judgment rate. The Honorable Arthur J. Spector of the U.S. Bankruptcy Court for the Eastern District of Michigan ruled that Dow Corning's payment of interest at the 6.28% federal judgment rate in effect on Dow Corning's chapter 11 petition date was sufficient. See In re Dow Corning Corp., 244 B.R. 678, 680 (Bankr. E.D. Mich. 1999). Angelo Gordon & Co., L.P., Franklin Mutual Advisors and Appaloosa Management, L.P., holding $300,000,000 in principal amount of commercial claims against Dow Corning, argued that the law requires higher interest payments and charged that the Debtor was being mean-spirited. The Honorable Denise Page Hood, 2004 WL 764654, affirmed Judge Spector's decision at the District Court level. The Official Committee of Unsecured Creditors argued: 1) that under the Plan, unsecured creditors would be receiving less than they would have received if Dow Corning were liquidated; and 2) that the imposition of the federal judgment interest rate meant that they were not being paid the full interest entitled to them while Dow Corning's two shareholders were retaining millions in equity. The Bankruptcy Court overruled the Committee's first argument but verbally amended the Plan to allow for the payment of interest to unsecured creditors in accordance with the terms of their contracts. However, the Court expressly stated that in determining the applicable interest rate "no effect is to be given to contractual provisions which purport to define as a default the filing of a voluntary petition for bankruptcy relief." The Committee appealed the decision with the District Court. However, the District Court upheld the Bankruptcy Court's determination that the original plan had not included default interest, and that the Committee failed to establish that the Plan would violate Section 1129(b)'s fair-and-equitable standard absent the payment of default interest. Court of Appeals Rules In its appeal from the District Court's decision, the Committee maintained that the Bankruptcy Court abused its discretion by interpreting the Plan in a way as to produce a result that violates Section 1129(b). The Committee argued that by interpreting the plan as not requiring the payment of default interest, the Bankruptcy Court caused the Plan to violate the absolute priority rule. In a decision published at 2006 WL 2061802, the Sixth Circuit agreed with the Committee's stand that denying interest at rates applicable to defaults would violate the statutory requirement of a fair and equitable plan, absent compelling equitable considerations. The Appeals Court said that by interpreting the plan as allowing interest only at the non-default rate, the Bankruptcy Court effectively transferred that risk of default back to the unsecured creditors. However, the Court of Appeals remanded the matter to the District Court because the record in this matter is not sufficient to determine whether the general rule calling for the payment of default interest in solvent-debtor cases, when considered with other equitable factors, makes the award of default interest appropriate in Dow Corning's case. Donald S. Bernstein, Esq., at Davis, Polk & Wardwell, and Glenn E. Siegel, at Dechert LLP, represented the Official Committee of Unsecured Creditors. David M. Bernick, Esq., at Kirkland & Ellis represented Dow Corning. About Dow Corning Dow Corning Corp. -- http://www.dowcorning.com/-- produces and supplies more than 7,000 silicon-based products and services to more than 25,000 customers worldwide. Dow Corning is equally owned by The Dow Chemical Company and Corning Incorporated. The Company filed for chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant- related tort liability. The Company owed its commercial creditors more than $1 billion at that time. A consensual Joint Plan of Reorganization, amended on February 4, 1999, offering to pay commercial creditors in full with post-petition interest, establish a multi-billion-dollar settlement trust for tort claims, and leave Dow Corning's shareholders unimpaired, took effect on June 30, 2004. DRS TECH: Improved Financial Profile Cues S&P Stable Outlook ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings, including the 'BB-' corporate credit rating, on DRS Technologies Inc. The outlook is revised to stable from negative. "The outlook revision reflects an improving financial profile following a large debt-financed acquisition in early 2006," said Standard & Poor's credit analyst Christopher DeNicolo. The ratings on Parsippany, New Jersey-based DRS reflect high debt leverage, participation in the competitive defense electronics market, and integration risks of an active acquisition program. These factors are partly offset by the generally favorable environment for defense spending and the company's leading positions in niche markets. The ratings assume no midsize to large debt-financed acquisitions in the intermediate term. The business environment for military contractors is generally favorable due to high levels of spending for both the military and homeland security, especially for defense electronics products. In January 2006, DRS acquired Engineered Support Services Inc., which provides support and logistics services related to military sustainment and also designs and manufactures integrated military electronics and support equipment, for $1.9 billion. ESSI and its former executives are currently being investigated by the SEC and the U.S. Attorney's office for various disclosure violations, trading in the company's stock, and the backdating of stock options, all of which occurred prior to the acquisition by DRS. Although it is not possible to determine the impact on DRS at this time, the company is a witness to the investigations and not a target or subject. The company operates in four segments: 1. Command, Control, Communications, Computers & Intelligence (C4I, 40% of sales in the first nine months of fiscal 2007); 2. Technical Services (TS, 25%); 3. Reconnaissance, Surveillance, & Target Acquisition (RSTA, 21%); and 4. Sustainment Systems (SS, 14%). The TS and SS segments are made up of the former ESSI operations. C4I Group manufactures naval displays, ship communications systems, radars, naval power systems, intelligence collection and processing equipment, and tactical computer systems. SR Group provides infrared and electro-optical sights and imaging systems, air combat training equipment and diagnostic equipment. The acquisition of ESSI improved DRS' program diversity, increasing its exposure to the U.S. Air Force, and providing a service offering to complement its existing largely product portfolio. Funded backlog was $3.1 billion at Dec. 31, 2006. DURA AUTOMOTIVE: RSM Richter Delivers 2nd Report to Ontario Court ----------------------------------------------------------------- RSM Richter, Inc., Dura Automotive Systems Inc. and its debtor- affiliates' information officer, delivered its second report with the Ontario Superior Court of Justice (Commercial List) in Canada to: (a) provide updates with respect to developments in the Debtors' restructuring proceedings since Dec. 11, 2006; (b) summarize and seek approval of its activities since Dec. 11, 2006; and (e) recommend that the Ontario Court approve the Debtors' request for an extension of its stay of proceedings to June 15, 2007. A full-text copy of RSM Richter's First Report is available for free at http://ResearchArchives.com/t/s?1c2b RSM Richter informs the Ontario Court that the Debtors' operations at their Canadian facilities in Brantford, Ontario, will be discontinued by June 2007. Operations at the Debtors' facilities in Stratford, Ontario, will be discontinued by November. RSM Richter reported these material developments with respect to the Debtors' Canadian operations: (1) the Canadian facilities at Bracebridge, Stratford, and Brantford, comprising the Debtors' Canadian operations, have continued to operate in the normal course, with minimal disruption. The Canadian Operations, with RSM Richter's assistance, have resolved sourcing issues that arose with certain suppliers as a result of the Debtors' Chapter 11 cases; (2) the Bracebridge Facility terminated 34 hourly employees in January 2007, as contemplated in the Debtors' 50 Cubed Plan; (3) the Stratford Facility has scheduled for Mar. 16, 2007, and announced layoffs for 22 hourly employees; and (4) the Brantford Facility has recalled five hourly employees, previously laid off, as a result of increased demand from Chrysler Canada in respect of its Mini-Van program. Moreover, since Dec. 11, 2006, RSM Richter: * reviewed and commented on certain of the Debtors' draft application materials; * reviewed materials filed in the U.S. Chapter 11 proceedings; * posted a copy of various Court materials on its Web site; * spoke routinely with each Canadian facility in order to determine if any critical issues are affecting operations; * communicated with the Brantford Facility, and the Canadian Debtors' counsel, Davies Ward Phillips and Vineberg LLP, regarding a supplier of paintline chemicals, Henkel Canada, which proposed changing its payment terms and delaying shipments to the facility; * dealt with Davies Ward regarding restructuring matters generally; * attended a meeting with DWPV and with labor union representatives; * responded to queries from creditors or suppliers concerning the Debtors' proceedings; * attended conference calls with the Canadian Debtors and Davies Ward to discuss operational issues and other developments; and * corresponded with Davies Ward to stay apprised of developments in the Debtors' Chapter 11 proceedings. Stay Extended to June 15 At the Debtors' request, Justice Campbell of the Ontario Court extends to June 15, 2007, the expiration of the stay enjoining and restraining creditors and parties-in-interest from initiating or continuing actions in any court or tribunal in Canada against the Debtors or that affect the their ability to carry on their business. RSM Richter informed the Ontario Court that the Debtors have been diligently pursuing restructuring initiatives and have been acting in good faith. The Court approves the activities and conduct of RSM Richter as set forth in the Second Report. RSM Richter's Fees & Disbursements Request RSM Richter sought and obtained the Ontario Court's approval of: (a) its fees and disbursements from Nov. 1, 2006, to Jan. 31, 2007, for CDN$53,254 in connection with the Debtors' Chapter 11 cases; and (b) the fees and disbursements of its legal counsel, Fasken Martineau DuMoulin LLP, through Nov. 30, 2006, aggregating CDN$3,461. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. D. Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. The Debtors' exclusive plan-filing period expires on May 23, 2007. (Dura Automotive Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). DURA AUTOMOTIVE: Lease-Decision Period Extended to May 28 --------------------------------------------------------- The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended Dura Automotive Systems Inc. and its debtor-affiliates time to assume, assume and assign or reject unexpired leases of nonresidential property through and including May 28, 2007, pursuant to Section 365(d)(4) of the Bankruptcy Code. Four months since their bankruptcy filing, the Debtors, together with their advisors, have been focusing on a series of threshold operational and legal issues that have required immediate attention in advance of, and in some cases, concomitant with developing their business plan, relates Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The business plan development process is approaching completion and will allow for meaningful negotiations with customers, creditors and other constituencies to commence in earnest. Finishing the business plan and making substantial progress in the negotiations are necessary predicates for Debtors to develop, and ultimately file, a realistic proposed Chapter 11 plan of reorganization, Mr. Madron tells the Court. With assistance from AlixPartners, LLP, the Debtors' bottom-up operational analysis is nearing completion. Upon completion, the preliminary business plan will allow the Debtors to identify where and to what extent they should maintain their manufacturing footprint in North America. Only then will the Debtors be able to properly assess which of the approximately eleven real Property Leases they wish to exit or maintain, Mr. Madron states. Mr. Madron informs the Court that the Debtors have not yet completed their analysis of the individual real property Leases to determine whether efficiencies can be generated in connection with their operational restructuring initiatives. The requested time extension will enable the Debtors to continue the process of restructuring their business operations in an orderly manner, including the potential assumption or rejection of certain Real Property Leases. The extension will also afford the Debtors the ability to determine if there are any cost-saving opportunities that would enable the Debtors to increase overall operational efficiency, thus resulting in an increase of the Debtors' overall profitability, Mr. Madron asserts. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. D. Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. The Debtors' exclusive plan-filing period expires on May 23, 2007. (Dura Automotive Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). DURA AUTOMOTIVE: Banner & Witcoff Okayed as Special IP Counsel -------------------------------------------------------------- The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Dura Automotive Systems Inc. and its debtor-affiliates to hire Banner & Witcoff, Ltd., as special counsel in matters of intellectual property advice, protection and enforcement, nunc pro tunc to Dec. 21, 2006. David L. Harbert, Dura Automotive Systems, Inc.'s chief financial officer, relates that since April 15, 1992, Banner & Witcoff provided legal services to the Debtors primarily for the purpose of filing and enforcing their patents and other intellectual property. During that time, on behalf of the Debtors, Banner & Witcoff prepared and prosecuted numerous patents to issuance by the United States Patent Office and has prosecuted issued or still pending corresponding foreign patents. In addition, Banner represented the Debtors in a number of patent litigation matters. Banner & Witcoff has also represented the Debtors in trademark matters, including filing applications for new federal trademark registrations, maintaining existing registrations and evaluating possible trademark infringement actions against third parties, Mr. Harbert informs the Court. Banner & Witcoff has worked closely and continuously with the Debtors' current in-house intellectual property counsel, Dean B. Watson, Esq., and each of his two predecessors. In the course of that representation, Banner has become familiar with the Debtors, their businesses, personnel and various intellectual property practices and policies, including aspects of their corporate structure and history. Banner has also become familiar with many of the Debtors' most important products and customers, in addition to their financial situation and overall business objectives. According to Mr. Harbert, Banner & Witcoff represents the Debtors in two significant ongoing patent enforcement projects: (a) the enforcement of at least two patents owned by the Debtors covering sliding window assemblies for motor vehicles against a competitor -- an urgent and significant action, and the most significant matter for which special counsel status is now sought; and (b) an ongoing evaluation of possible enforcement actions against infringers of the Debtors' trademark and other rights, including against importers, distributors and sellers of trailer couplers. Banner & Witcoff also represents the Debtors in approximately 80 pending or planned patent applications, which includes necessary corporate, commercial, intellectual property, litigation, or trade-related legal services. Mr. Harbert relates that the Debtors originally included Banner & Witcoff in the list of ordinary course professionals submitted to Court on Oct. 30, 2006. Pursuant to the OCP Order dated Nov. 21, 2006, the fees paid to ordinary course professionals by the Debtors may not exceed $25,000 per month on a average over a rolling two-month period while the Chapter 11 cases are pending. The Debtors expect that Banner & Witcoff's fees in relation to the Slider Patent Enforcement Action and other intellectual property matters will exceed the OCP Cap, thus, they are filing the Application. The Debtors sought to retain Banner & Witcoff to continue their representation of the Debtors in the matters of intellectual property, and to advise the Debtors and their boards of directors with respect to those issues. As special counsel, Banner & Witcoff will be involved in the bankruptcy and reorganization issues as they relate to intellectual property aspects of the Debtors' operations, but will not serve as the primary bankruptcy and reorganization counsel to the Debtors. The Debtors maintain that Banner & Witcoff's services will complement, rather than duplicate, those of their reorganization co-counsel, Kirkland & Ellis LLP, and Richards, Layton & Finger, P.A. Banner & Witcoff will be paid on an hourly basis, plus reimbursement of its actual, necessary expenses. Banner & Witcoff's current hourly rates are: Professional Hourly Rate ------------ ----------- Partners $268 to $593 Associates $210 to $265 Para-professionals $105 to $175 Other professionals $180 to $285 Frederic M. Meeker, Esq., a partner at Banner & Witcoff, attests that his firm: (a) has not received any promises as to compensation in connection with the Debtors' Chapter 11 cases other than in accordance with the provisions of the Bankruptcy Code; (b) has no agreement with any other entity or person to share: * any compensation it has received or may receive for services rendered in connection with the cases; or * any compensation another entity or person has received or may receive for services rendered in connection with these Reorganization Cases. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr. D. Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. The Debtors' exclusive plan-filing period expires on May 23, 2007. (Dura Automotive Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). EASTMAN KODAK: Ends Membership in Better Business Bureau -------------------------------------------------------- Eastman Kodak Co. resigned from the Council of Better Business Bureaus after a prolonged dispute over its handling of customer complaints about defective digital cameras, product warranties or other issues, the Associated Press reports, citing the consumer advocacy group. According to AP, the council, the umbrella organization for the Better Business Bureau system begun in 1912, counted Kodak among its founding members in 1971. The source cited the council as saying that Kodak has long refused to accept or respond to consumer complaints submitted by the Upstate New York Better Business Bureau, prompting expulsion proceedings in December by the council's board. Full Year 2006 Results For the year ended Dec. 31, 2006, the company incurred net loss of $601 million on net sales of $13,274 million compared to a net loss of $1,261 million on net sales of $14,268 million for the year ended Dec. 31, 2005. According to the company, the favorable year-over-year change reflects greatly improved operational performance in the company's consumer digital, graphic communications, and film and photofinishing businesses. It also reflects a year-over-year decrease in restructuring charges, reduced SG&A expenses and lower tax valuation allowances versus the prior year, the company said. The company's cash and cash equivalents decreased $196 million from $1,665 million at Dec. 31, 2005, to $1,469 million at Dec. 31, 2006. The decrease resulted primarily from $947 million of net cash used in financing activities, $225 million of net cash used in investing activities, partially offset by $956 million of net cash provided by operating activities. Moody's Continues Ratings Review In February 2007, Moody's Investors Service said it is continuing its review on Eastman Kodak's ratings for possible downgrade including Corporate Family Rating at B1, Senior Unsecured Rating at B2, and Senior Secured Credit Facilities at Ba3. The rating agency commented that its continuing review is focused on not only the company's reported sale of the Kodak Health Group, but also on the fundamental operating performance of the company. Moody's said the review for possible downgrade continues to focus on the potential KHG sale consummation, the application of KHG sale proceeds toward debt reduction as well as other uses, Kodak's prospects to grow earnings and cash flow, including the effects of non-recurring licensing arrangements, and the company's management of restructuring and KHG separation costs. Regarding Kodak's 2006 results, Moody's believes that the company's revenue, earnings, and cash flow remain challenged relative to cross industry peers rated B1. About Eastman Kodak Co. Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE: EK) -- http://www.kodak.com/-- develops, manufactures, and markets digital and traditional imaging products, services, and solutions to consumers, businesses, the graphic communications market, the entertainment industry, professionals, healthcare providers, and other customers. EDUCATE INC: Obtains Covenant Waiver from Bank Lenders ------------------------------------------------------ Educate, Inc. reported that on March 15, 2007, it obtained a waiver from its bank syndicate for violations of certain financial covenants within its term loan and revolving credit facility for the Dec. 31, 2006 and Mar. 31, 2007 reporting periods. As previously reported in the Troubled Company Reporter, Ernst & Young LLP, expressed substantial doubt on the company's ability to continue as a going concern citing that the company did not comply with covenants of loan agreements with a syndicate of banks, and that although the company obtained a waiver of these defaults as of Dec. 31, 2006, it is likely that the company will need to obtain additional waivers of these covenants in 2007 to avoid triggering the debt's demand repayment provisions. The company discloses that it has classified all of the outstanding debt under the facility of $175.8 million as a current liability in the consolidated balance sheet as of Dec. 31, 2006. Management considered attempting to negotiate revised financial covenants to allow for compliance in the June 30 and subsequent quarterly reporting periods in 2007 based on projected operating results. However, because the company has entered into a definitive merger agreement for the sale of the company and expects to close that transaction by June 30, 2007, the company determined that it was not prudent to negotiate new terms and incur additional costs to amend its credit facility. Instead the company chose to obtain a waiver for the December 2006 and March 2007 periods without negotiating amendments for future periods since it expects to replace the existing credit facility with new financing when the merger transaction closes. Merger Agreement On Jan. 28, 2007, the company entered into a definitive Agreement and Plan of Merger with Edge Acquisition, LLC, a company affiliated with Sterling Partners and Citigroup Private Equity, and with Christopher Hoehn-Saric, Educate's Chairman and Chief Executive Officer. Under the terms of the Merger Agreement, Educate's stockholders will receive $8.00 in cash for each share of Educate common stock they own . Completion of the Merger is subject to customary closing conditions, including, among others: * approval by Educate's stockholders, and * the absence of any order or injunction prohibiting the consummation of the Merger. The company expects the Merger to close in the second quarter of 2007. About Educate Educate, Inc. (NASDAQ: EEEE) -- http://www.educate-inc.com/-- is a leading pre-K-12 education company delivering supplemental education services and products to students and their families. Sylvan Learning, North America's best-known and most trusted tutoring brand, operates the largest network of tutoring centers, providing supplemental, remedial and enrichment instruction. Catapult Learning, its school partnership business unit, is a leading provider of educational services to public and non-public schools. Its Educate Products business delivers educational products including the highly regarded Hooked on Phonics early reading, math and study skills programs. In its 25-year history, Educate has provided trusted, personalized instruction to millions of students improving their academic achievement and helping them experience the joy of learning. ENVIRONMENTAL CONTROL: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Environmental Control, Inc. 9951 West 190th Street, Suite E Mokena, IL 60448 Tel: (914) 632-1815 Bankruptcy Case No.: 07-05346 Type of Business: The Debtor provides environmental conservation and ecological services. Chapter 11 Petition Date: March 26, 2007 Court: Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Arthur G. Simon, Esq. Crane, Heyman, Simon, Welch & Clar 135 South Lasalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Dept. of the Treasury, I.R.S. $567,817 Attention: S. Meteyka, Revenue Officer 3615 Park Drive, Building 6 Olympia Fields, IL 60461 Board of Trustees of the Pipe Fitters $474,082 Association, Local 597, Benefit Fund 45 North Ogden Avenue Chicago, IL 60607 Peter Perella & Company $60,922 600 Scott Street Joliet, IL 60432 Johnson Pipe & Supply Company $56,934 Total Insulation $44,969 Illinois Department Employment Security $43,178 Trane Parts Center of Chicago $29,920 Temperture Equipment Corporation $28,578 Illinois Department of Revenue $18,548 Bankruptcy Section Level 7-425 G.H.P. Systems, Inc. $16,092 Johnson Controls $15,652 Bornquist, Inc. $15,013 Sheet Metal Werks $13,802 York International Corporation $11,945 Hudson Boiler & Tank $11,732 G.W. Berkheimer, Inc. $10,420 Southside Control $10,370 Dezurik Water Controls $8,355 Wright Express Fleet Fueling $7,627 Hatchell & Associates $7,569 FLORIDA HOUSING: Moody's Affirms Low-B Rating on Revenue Bonds -------------------------------------------------------------- Moody's Investors Service has affirmed the Florida Housing Finance Corporation Housing Revenue Bonds, Series 2000 D-1 at Ba2 and Subordinate Series 2000 D-2 at Ba3. The Series D-1 Bonds will continue to maintain MBIA Bond Insurance and carry MBIA's current financial strength rating of Aaa. The outlook on the Bonds has been revised to positive from negative. The rating affirmation is based upon Moody's review of financial statements for 2006 and occupancy reports from management. The affirmation reflects debt service coverage levels consistent with Moody's benchmarks for the ratings. The properties, which consist of three multi-family complexes containing a total of 758 residential units known as Augustine Club, Plantations at Killearn Apartments and Cypress Pointe, are located in Tallahassee, Florida. Augustine Club is a 222 unit multi-family rental property composed of 13 buildings. The property is situated on a 10 acre site and was built in 1988. Plantations at Killearn consists of 9 residential buildings containing 184 units. The property is located on a 10.22 acre site and was built in 1991. Cypress Pointe, which is situated on a 24.5 acre site, consists of 20 residential buildings containing 352 units. The property is both the oldest and the largest of the three and was built in 1986. Legal security: All Bonds are secured by revenues of the development as well as by funds and investments pledged to the trustee as security for the Bonds. Strengths: * Revenues continue to generate enough funds for all expenses and debt service payments. * Debt service coverage of the senior (Series D-1) and subordinate debt (Series D-2) has increased. Challenges: * Although debt service coverage of the senior and subordinate debt has increased, both fall short of the Moody's benchmarks for a rating level upgrade. Recent developments: The debt service coverage has shown a significant increase in the last year and currently exceeds what was projected in the transaction's original pro-forma underwriting, audited 2006 financials generated senior debt service coverage of 1.51x and the subordinate coverage for 2006 is 1.35x. Occupancy at the developments was 90.3% respectively in December 2006. What could change the rating -- up Stabilization of occupancy and increase in debt service coverage. What could change the rating -- down A decline in occupancy and/or a decrease in debt service coverage. Outlook: The outlook for the bonds is positive. GLOBAL HOME: Court OKs Sale of Anchor Hocking to Monomoy Capital ---------------------------------------------------------------- Global Home Products LLC has obtained authority from the U.S. Bankruptcy Court for the District of Delaware to sell the glassware business of its affiliates, Anchor Hocking Operating Company LLC and Anchor Hocking CG Operating Company LLC, to Monomoy Capital Partners, Bill Rochelle of Bloomberg News reports. Monomoy purchased the Anchor Hocking business for $75 million in cash and $20 million in assumed debt at an auction held Friday last week, Mr. Rochelle relates. Previous Asset Sale Last year, Global Home sold its WearEver cookware and bakeware businesses to SEB, S.A. and Groupe SEB USA for approximately $36.5 million. The WearEver businesses were owned by Global Home's affiliates: Mirro Acquisition Inc., Mirro PuertoRico Inc., and Mirro Operating Company LLC. Global Home also sold its picture framing business to Gibson Inc. for $33.5 million. The business was owned by Global Home affiliates Burnes Acquisition Inc., Intercraft Company, Burnes Puerto Rico Inc., Picture LLC, and Burnes Operating Company LLC. Plan Filing Expected Next Week As reported in the Troubled Company Reporter on Jan. 29, 2007, the Hon. Kevin Gross extended, until Apr. 5, 2007, the Debtors' exclusive period to file a chapter 11 plan of reorganization. The Court also extended, until June 6, 2007, their exclusive period to solicit acceptances of that plan. The Debtors sought the extension to facilitate the sale of Anchor Hocking, their only remaining operating business group. According to the Debtors, they are continuing their analysis and litigation of administrative and reclamation claims asserted by a number of claimants and they have also rejected a number of burdensome leases and executory contracts, which included their former headquarters' lease in Westerville, Ohio. Headquartered in Westerville, Ohio, Global Home Products, LLC -- http://www.anchorhocking.com/and http://www.burnesgroup.com/ -- sells houseware and home products and manufactures high quality glass products for consumers and the food services industry. The company also designs and markets photo frames, photo albums and related home decor products. The company and 16 of its affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection on April 10, 2006 (Bankr. D. Del. Case No. 06-10340). Bruce Buechler,Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at Pepper Hamilton LLP represent the Official Committee of Unsecured Creditors. Huron Consulting Group LLC gives financial advice to the Committee. Adam L. Dunayer, Houlihan Likey Howard & Zukin Capital Inc. acted as the Debtors Investment Bankers. When the company filed for protection from their creditors, they estimated assets between $50 million and $100 million and estimated debts of more than $100 million. GOODYEAR TIRE: Sale of Unit Prompts S&P's Positive Outlook ---------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Goodyear Tire & Rubber Co. to positive from stable, reflecting the company's report on March 23 that it has agreed to sell its Engineered Products business for almost $1.48 billion and Standard & Poor's expectation that Goodyear will apply a significant amount of the proceeds to repay debt. Goodyear's financial profile will improve from debt reduction, and a modest upgrade could occur if profitability and cash generation in the company's North American tire business strengthens. In addition, Standard & Poor's affirmed its 'B+' long-term and 'B-2' short-term corporate credit ratings and other ratings on Goodyear. In 2007, Goodyear had around $3 billion of cash, adjusting year-end cash for the revolving credit borrowings repaid in early January. "The prospective benefits of the reduction in debt and debt-like obligations are significant. These debt reductions, combined with improved performance in North American tire operations could lead to an upgrade," said Standard & Poor's credit analyst Robert Schulz. "But, because of the need to recover from the strike impact, the first part of 2007 will require the use of cash in North American operations. Still, Goodyear's credit profile is expected to demonstrate improvement in 2007," Mr. Schulz continued. The outlook could be revised back to stable or to negative if earnings and cash flow weaken because of soft demand, or if improvements in North America reverse, notwithstanding recent progress on financial obligations, including pension liabilities. HALO TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $6.2 Million ------------------------------------------------------------------ HALO Technology Holdings Inc.'s balance sheet at Dec. 31, 2006, showed $52.1 million in total assets, $50.6 million in total liabilities, and $7.7 million in redeemable preferred stock, resulting in a $6.2 million stockholders' deficit. The Dec. 31 balance sheet also showed strained liquidity with $4.9 million in total current assets available to pay $29.4 million in total current liabilities. For fiscal 2007 second quarter ended Dec. 31, 2006, the company reported revenue of $6.8 million, an increase of $4.3 million over the $2.5 million reported in the second quarter of fiscal 2006. Results for the current quarter reflect these acquisitions: -- Tesseract, DAVID Corporation, Process Software, and ProfitKey International, all of which were acquired on Oct. 26, 2005; -- Empagio, Inc, which was acquired on Jan. 13, 2006; -- Executive Consultants, Inc., acquired on March 1, 2006; -- Tenebril, purchased on Aug. 24, 2006; and -- RevCast, acquired Sept. 15, 2006. The company reported a $4.5 million net loss for fiscal 2007 second quarter ended Dec. 31, 2006, compared with $2.3 million of net income in the prior year period. "We made considerable progress strengthening HALO's balance sheet this quarter," Chairman and Chief Executive Officer Ron Bienvenu stated. "After selling Gupta to Unify on Nov. 20, [2006] we utilized a portion of the $6.1 million in cash received to prepay $4.6 million of debt as part of an agreement with Fortress Credit Corp. "We also renegotiated the terms of the remaining debt and will pay an additional $2 million in three installments during the third fiscal quarter of 2007, the first of which was completed in January. "These transactions, combined with the issuance of subordinated debt, have allowed the company to move forward with its strategic plans, and we are pleased with the progress being made by our portfolio companies on an operational front. "In particular, we remain confident that the recent acquisitions of IRM, Tenebril and RevCast will spur meaningful revenue and EBITDA growth at DAVID, Process and Kenosia, respectively. "IRM has already proven to be a great complement to our DAVID platform, having closed its first new sale earlier this month. "We have continued to cut costs at the HALO level and remain focused on stabilizing the balance sheet by monetizing assets and restructuring our debt obligations. The company anticipates further growth in our core operations and improving margins during the remainder of fiscal 2007." Full-text copies of the company's fiscal second quarter financials are available for free at http://ResearchArchives.com/t/s?1c35 Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 17, 2006, Mahoney Cohen & Company, CPA, P.C., in New York, raised substantial doubt about Halo Technology Holdings, Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended June 30, 2006, and 2005. The auditor pointed to the company's recurring operating losses and working capital deficiency. About Halo Technology Greenwich, Conn.-based Halo Technology Holdings, Inc. (OTCBB: HTHO) -- http://www.haloholdings.com/-- fka Warp Technology Holdings, Inc., is a holding company whose subsidiaries operate enterprise software and information technology businesses. Halo's existing subsidiaries are Gupta Technologies, LLC; Warp Solutions, Inc.; Kenosia Corporation; Tesseract Corporation; DAVID Corporation; Process Software; ProfitKey International; Empagio; and ECI. HEXCEL CORP: Good Performance Cues S&P's Ratings' Upgrades ---------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings, including the corporate credit to 'BB' from 'BB-', on aerospace supplier Hexcel Corp. The outlook is stable. About $410 million of debt is outstanding. "The upgrade is based on improving credit protection measures, with further gains expected, as Hexcel benefits from a generally favorable industry environment, lower debt, and increasing operating efficiency," said Standard & Poor's credit analyst Roman Szuper. The ratings on Stamford, Connecticut-based Hexcel reflect participation in the cyclical and competitive commercial aerospace industry and a somewhat aggressive, but improving, financial profile. The company is the world's largest manufacturer of advanced structural materials, such as lightweight, high-performance carbon fibers, structural fabrics, and composite materials for the commercial aerospace, defense and space, and industrial sectors. Hexcel's largest market, commercial aerospace (52% of 2006 revenues), continues to recover, following a severe downturn in the 2001-2003 period. Deliveries of jetliners increased considerably in 2006, with higher volumes planned for 2007 and 2008. Although production delays of Airbus' A380 double-decker aircraft will constrain segment growth in the near term, revenues could still be up modestly in 2007 on higher build rates of other airplanes. Hexcel will not be providing the composites for the primary structures for Boeing's new 787 aircraft, but other composite parts, such as those for secondary structures, the interior, the engines, and nacelles for the 787 and other airplanes should provide significant revenues in the long term. Generally favorable conditions in core markets, lower debt levels, and ongoing gains in operating efficiency should sustain a financial profile appropriate for the rating in the intermediate term. An outlook revision to positive or negative is not likely, at least in the near term, following this upgrade. INSIGHT HEALTH: Dec. 31 Balance Sheet Upside-Down by $198 Million ----------------------------------------------------------------- InSight Health Services Holdings Corp.'s balance sheet at Dec. 31, 2006, showed $354,548,000 in total assets and $503,827,000 in total liabilities, resulting in a $198,038,000 stockholders' deficit. The company's total accumulated deficit at Dec. 31, 2006, stood at $285,258,000, compared with $229,580,000 in accumulated deficit at June 30, 2006. For the fiscal second quarter ended Dec. 31, 2006, the company reported a $43,546,000 net loss on $71,966,000 of total revenues, compared with a $9,819,000 net loss on $75,639,000 in total revenues in the prior year period. Revenues decreased approximately 4.8%. This decrease was due to lower revenues from the company's fixed operations and from its mobile operations. Revenues from its fixed and mobile operations represented approximately 63% and 37%, respectively, of the company's total revenues for the three months ended Dec. 31, 2006. Revenues from its fixed operations decreased approximately 4.9% from approximately $47.4 million for the three months ended December 31, 2005, to approximately $45.1 million for the three months ended December 31, 2006. The decrease in its fixed operations revenue was due primarily to: (1) lower revenues from our existing fixed-site centers, and (2) loss of revenues from the centers it closed during fiscal 2007 and 2006, partially offset by: (1) higher revenues from changes in payment arrangements with certain radiologists, and (2) revenues from a fixed-site center it purchased during the third quarter of fiscal 2006. Revenues from its existing fixed-site centers decreased because of: (1) lower procedure volume (approximately 2%) as a result of the negative trends, and (2) a decline in its average reimbursement from payors (approximately 5%). The decrease in its mobile operations revenue was primarily due to lower revenues from its existing mobile facilities. Revenues from its existing mobile facilities decreased because of lower MRI and lithotripsy revenues, partially offset by higher PET and PET/CT revenues due to an increase in the number of PET/CT facilities in service during the three months ended Dec. 31, 2006. Revenues have been and will continue to be adversely affected by negative trends. Approximately 55% of its total revenues were generated from patient services revenues for the three months ended Dec. 31, 2006. All patient services revenues were earned from its fixed operations for the three months ended Dec. 31, 2006. Approximately 45% of its total revenues for the three months ended Dec. 31, 2006, were generated from contract services revenues. Contract services revenues for fixed and mobile operations represented approximately 16% and 84%, respectively, of total contract services revenues for the three months ended Dec. 31, 2006. Full-text copies of the company's fiscal second quarter financials are available for free at http://ResearchArchives.com/t/s?1c39 About InSight Health Services Holdings Corp. Based in Lake Forest, Calif., InSight Health Services Holdings Corp. -- http://www.insighthealth.com/-- provides diagnostic imaging services in the U.S. It serves managed care entities, hospitals and other contractual customers in more than 30 states, including these targeted regional markets: California, Arizona, New England, the Carolinas, Florida and the Mid-Atlantic states. InSight's network consisted of 109 fixed-site centers and 108 mobile facilities as of Dec. 31, 2006. INTERTAPE POLYMER: Moody's Junks Senior Subordinated Bonds' Rating ------------------------------------------------------------------ Moody's Investors Service downgraded the long-term and corporate family ratings of IPG (US) Inc. as well as the senior subordinated notes of Intertape Polymer US Inc. The outlook is negative. The rating action reflects the company's weak financial performance in 2006 and concern over its ability to meaningfully improve credit metrics over the intermediate term. The negative outlook reflects the limited room under financial covenants in its secured facilities and the lack of definitive information with respect to the CEO succession plan or the outcome of the Board's review process concerning various strategic and financial alternatives. Moody's believes that on-going cost reductions should partially offset any potential volume losses in 2007, but the company's liquidity position will not likely improve. As a result, IPG's speculative grade liquidity rating was affirmed at SGL-4. Downgrades: * IPG (US) Inc. -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3 * Intertape Polymer US Inc. -- Senior Subordinated Regular Bond, Downgraded to Caa2 from Caa1 Outlook Actions: * IPG (US) Inc. -- Outlook, Changed To Negative From Rating Under Review * Intertape Polymer US Inc. -- Outlook, Changed To Negative From Rating Under Review Significant volume declines in recent periods have negatively affected IPG's gross margins. The North American housing construction slowdown, customer rationalization, and declining prices for both tapes and films products have reduced margins. In order to mitigate the margin compression, IPG previously reported manufacturing facility closures and other restructuring actions to generate annual savings of approximately $28 million. Approximately $4 million of these savings have already been realized in the third and fourth quarter of 2006 as the company continues to re-align its cost structure with product demands. Even with this progress, however, Moody's believes that in an event of an economic slowdown competitive pressures could significantly reduce the company's free cash flow position. In addition to operating performance, Moody's clarified the company's liquidity position, which weakened in 2006 because of the need to renegotiate financial covenants. In November of 2006, IPG amended its credit facilities to exclude recent restructuring charges and goodwill impairment charges from its covenant calculations. In addition, the amendment loosened future interest coverage, leverage, and fixed charge covenants for up to two years. Over the next 12 months, Moody's anticipates that covenants and revolver availability will remain tight, resulting in possible restrictions. IPG was able to improve liquidity by approximately $44 million in 2006 (while funding capital expenditures of approximately $27 million and restructuring costs of approximately $20 million) by reducing the amount of working capital employed in the business; however Moody's does not anticipate meaningfully working capital reduction to continue. As a result, Moody's believes that the company may utilize its bank revolver to help support operational needs. Based on the aforementioned, IPG's speculative grade liquidity rating was affirmed at SGL-4. Moody's believes a further deterioration in operating performance (operating margins of less than 3%) or credit metrics (negative free cash flow) due to additional declines in product demand, or other operational issues, an increase in leverage to improve shareholder value, or the inability to remain in compliance with the financial covenants under its secured facilities could result in a further downgrade of the ratings. Based on the company's recent operating trends, management will need to continue executing cost savings initiatives to improve profitability over the near term. The most recent prior rating action for IPG occurred on Oct. 6, 2006. Moody's downgraded the company's long-term debt and corporate family ratings and placed these ratings under review for possible further downgrade as a result of the company's report that highlighted: * the Board's evaluation of various strategic and financial alternatives available to enhance shareholder value; * the significant decrease in third quarter revenues; and * the potential need to renegotiate covenants. Moody's lowered IPG's speculative grade liquidity rating to SGL-4 from SGL-3 due to concerns over the company's compliance with the covenants under its bank credit facility. Intertape Polymer Group, Inc., a parent company of IPG and Intertape Polymer US Inc., headquartered in Montreal, Quebec, Canada, and with executive offices located in Sarasota/Bradenton, Florida, develops, manufactures and sells specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. IPG US: Moody's Lowers Senior Debt & Corporate Family Ratings ------------------------------------------------------------- Moody's Investors Service downgraded the long-term and corporate family ratings of IPG (US) Inc. as well as the senior subordinated notes of Intertape Polymer US Inc. The outlook is negative. The rating action reflects the company's weak financial performance in 2006 and concern over its ability to meaningfully improve credit metrics over the intermediate term. The negative outlook reflects the limited room under financial covenants in its secured facilities and the lack of definitive information with respect to the CEO succession plan or the outcome of the Board's review process concerning various strategic and financial alternatives. Moody's believes that on-going cost reductions should partially offset any potential volume losses in 2007, but the company's liquidity position will not likely improve. As a result, IPG's speculative grade liquidity rating was affirmed at SGL-4. Downgrades: * IPG (US) Inc. -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3 * Intertape Polymer US Inc. -- Senior Subordinated Regular Bond, Downgraded to Caa2 from Caa1 Outlook Actions: * IPG (US) Inc. -- Outlook, Changed To Negative From Rating Under Review * Intertape Polymer US Inc. -- Outlook, Changed To Negative From Rating Under Review Significant volume declines in recent periods have negatively affected IPG's gross margins. The North American housing construction slowdown, customer rationalization, and declining prices for both tapes and films products have reduced margins. In order to mitigate the margin compression, IPG previously reported manufacturing facility closures and other restructuring actions to generate annual savings of approximately $28 million. Approximately $4 million of these savings have already been realized in the third and fourth quarter of 2006 as the company continues to re-align its cost structure with product demands. Even with this progress, however, Moody's believes that in an event of an economic slowdown competitive pressures could significantly reduce the company's free cash flow position. In addition to operating performance, Moody's clarified the company's liquidity position, which weakened in 2006 because of the need to renegotiate financial covenants. In November of 2006, IPG amended its credit facilities to exclude recent restructuring charges and goodwill impairment charges from its covenant calculations. In addition, the amendment loosened future interest coverage, leverage, and fixed charge covenants for up to two years. Over the next 12 months, Moody's anticipates that covenants and revolver availability will remain tight, resulting in possible restrictions. IPG was able to improve liquidity by approximately $44 million in 2006 (while funding capital expenditures of approximately $27 million and restructuring costs of approximately $20 million) by reducing the amount of working capital employed in the business; however Moody's does not anticipate meaningfully working capital reduction to continue. As a result, Moody's believes that the company may utilize its bank revolver to help support operational needs. Based on the aforementioned, IPG's speculative grade liquidity rating was affirmed at SGL-4. Moody's believes a further deterioration in operating performance (operating margins of less than 3%) or credit metrics (negative free cash flow) due to additional declines in product demand, or other operational issues, an increase in leverage to improve shareholder value, or the inability to remain in compliance with the financial covenants under its secured facilities could result in a further downgrade of the ratings. Based on the company's recent operating trends, management will need to continue executing cost savings initiatives to improve profitability over the near term. The most recent prior rating action for IPG occurred on Oct. 6, 2006. Moody's downgraded the company's long-term debt and corporate family ratings and placed these ratings under review for possible further downgrade as a result of the company's report that highlighted: * the Board's evaluation of various strategic and financial alternatives available to enhance shareholder value; * the significant decrease in third quarter revenues; and * the potential need to renegotiate covenants. Moody's lowered IPG's speculative grade liquidity rating to SGL-4 from SGL-3 due to concerns over the company's compliance with the covenants under its bank credit facility. Intertape Polymer Group, Inc., a parent company of IPG and Intertape Polymer US Inc., headquartered in Montreal, Quebec, Canada, and with executive offices located in Sarasota/Bradenton, Florida, develops, manufactures and sells specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. IVI COMMUNICATIONS: Fiscal Third Qtr. Net Loss Lowers to $493,379 ----------------------------------------------------------------- IVI Communications, Inc., reported a $493,379 net loss on $584,586 of operating revenues for the fiscal third quarter ended Dec. 31, 2006, compared with a $1,953,170 net loss on $633,350 of operating revenues in the prior year period. The decrease in revenue due to a decrease in equipment sales and a decrease in corporate consulting services, offset by an increase in internet services provided by AppState.net and sales of internet services for Futura, Inc. At Dec. 31, 2006, the company's balance sheet showed $4,805,114 in total assets and $5,702,394 in total liabilities, resulting in an $897,280 stockholders' deficit. The company's Dec. 31 balance sheet also showed strained liquidity with $604,247 in total current assets available to pay $4,686,890 in total current liabilities. Full-text copies of the company's fiscal third quarter financials are available for free at http://ResearchArchives.com/t/s?1c38 Going Concern Doubt Bagel, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey, raised substantial doubt about IVI Communications Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Mar. 31, 2006. The auditor pointed to the company's operating losses and capital deficits. About IVI Communications IVI Communications, Inc. -- http://www.ivn.net/-- acquires, consolidates and profitably operates locally branded Internet sevice providers SPs to offer state of the art dialup and fixed wireless broadband Internet access and other services such as VoIP Internet Telephony to residential and business customers. IVI has three wholly owned subsidiaries, Internet Business Consulting, Inc., Futura, Inc., and AppState.Net. IBC is a VoIP services provider and a source of turnkey wireless networks that has the expertise required to engineer, install, and support wireless applications and solutions. Futura, founded in September 1995, is a regional Internet Service Provider serving dialup, DSL and VoIP in communities surrounding Little Rock, Arkansas. AppState.net is an Internet Service Provider founded in July 1999 providing wireless and dialup Internet access to the Appalachian State University in Boone, N.C. KANSAS CITY MALL: Bankruptcy Filing Delays Likely Demolition ------------------------------------------------------------ Kansas City Mall Associates, Inc.'s bankruptcy filing has managed to delay a proposed demolition of its Indian Springs Shopping Center, nka Park West Business Center, the Kansas City Business Journal reports. The demolition was proposed by the Unified Government of Wyandotte County/Kansas City, Kansas, which in November, had declared the area blighted. Citing Joe Vaught, president of the Vaught Group, the company's commercial real estate agent, the Business Journal relates that the Unified Government isn't entitled to condemn the property. "We want to protect the property by slowing down the eminent domain clock," Mr. Vaught added. The Business Journal quotes Mike Taylor, a Unified Government spokesman, as saying that the bankruptcy filing will complicate the government's purchase efforts but won't stop them. "We are going to pursue the redevelopment," Mr. Taylor added. A copy of the Debtor's case summary was published in Monday's Troubled Company Reporter. Kansas City Mall Associates, Inc., filed for chapter 11 protection on March 22, 2007 (Bankr. D. Kans. Case No. 07-20581). Carl R. Clark, Esq., at Lentz & Clark, P.A., represents the Debtor. When the Debtor filed for protection from its creditors, it listed estimated assets and debts between $1 million and $100 million. KAR HOLDINGS: S&P Rates Proposed $1.79 Bil. Senior Facility at B ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' corporate credit rating to newly formed KAR Holdings Inc., which is created to acquire the operations of ADESA Inc. and Insurance Auto Auctions Inc. In addition, Standard & Poor's assigned its loan and recovery ratings to KAR's proposed $1.79 billion senior secured credit facility. The facility is rated 'B', one notch higher than the corporate credit rating, and a recovery rating of '1', indicating a strong expectation for full recovery of principal in event of default or bankruptcy. Kelso & Company, Goldman Sachs Capital Partners, ValueAct Capital, and Parthenon Capital will control privately-held KAR. The outlook on Carmel, Ind.-based KAR is positive. At the same time, Standard & Poor's lowered the corporate credit ratings on ADESA Inc. to 'B-' from 'BB' and on IAAI to 'B-' from 'B'. All ratings of both companies were removed from CreditWatch where they were placed on Dec. 26, 2006, when the proposed merger and buyout of the two companies by private equity interests was announced. The outlook on both ADESA and IAAI is stable. Standard & Poor's expects to withdraw the corporate credit ratings on ADESA and IAAI when the KAR transaction closes in late April. Standard & Poor's affirmed the ratings on ADESA's $500 million senior secured bank loan and its $125 million 7.6% senior subordinated notes, as well as those on IAAI's $280 million senior secured bank loan and its $150 million 11% senior notes. Standard & Poor's expects to withdraw these ratings when the merger transaction closes, because proceeds from the proposed and fully underwritten KAR debt, a new equity contribution, and excess cash will be used to repay all existing debt including accrued interest and associated breakage costs at ADESA and IAAI. Shareholder votes to approve the transaction are pending. KAR will be the holding company for: ADESA Whole Car, which conducts used-car wholesale auctions and performs various ancillary pre-auction and post-auction services in North America and Canada; and IAAI Salvage, which operates salvage vehicle auctions in North America. The company's financing subsidiary, Automotive Finance Corp., provides inventory financing to independent used-car dealers that purchase vehicles from auctions and other sources. Pro forma total debt outstanding at close of the transaction will be $2.6 billion, including the senior credit facilities and $1.1 billion of junior debt. The equity sponsors will invest $790 million of cash common equity. KB HOME: Earns $27.5 Million in First Quarter Ended February 28 --------------------------------------------------------------- KB Home reported net income of $27.5 million in the first quarter ended Feb. 28, 2007, down from net income of $173.3 million in the prior year's first quarter. Consolidated revenues totaled $1.77 billion in the first quarter of 2007, down 19% from $2.19 billion in the same quarter of 2006, reflecting a 16% decrease in unit deliveries and a 5% decline in the average selling price. The company delivered 6,655 homes at an average selling price of $261,400 in the first quarter of 2007 compared to 7,905 homes at an average selling price of $276,200 in the first quarter of 2006. Despite challenging market conditions, the company ended its 2007 first quarter in a strong financial position with $327.9 million in cash from construction operations and no borrowings outstanding under its $1.5 billion revolving credit facility. The company's ratio of debt to total capital, net of construction cash, improved to 49% at Feb. 28, 2007 from 52% at Feb. 28, 2006. Company-wide first quarter net orders decreased 12% to 7,677 in 2007 from 8,719 in 2006 with most of the decline occurring in the company's Southwest and Central regions. First quarter net orders in the company's West Coast and France regions increased year-over-year, while in the Southeast region net orders were essentially flat. The company's cancellation rate improved sharply in the first quarter of 2007 to 31% compared to 48% in fourth quarter of 2006 and 53% in the third quarter of 2006. Backlog at Feb. 28, 2007 totaled 18,406 units, representing potential future housing revenues of approximately $4.78 billion. Backlog levels declined 31% and 34%, respectively, from the company's 26,536 backlog units and $7.24 billion in backlog value, which were at record first quarter levels, at Feb. 28, 2006. These year-over-year decreases were largely unchanged from year- end 2006 levels. "Our 2007 first quarter results reflect the sharp downturn in the housing market that began in 2006 and that continues to pressure the sales and profit margins of domestic homebuilders today," said Jeffrey Mezger, president and chief executive officer. "We entered 2007 with a backlog substantially lower than the year- earlier level and consequently delivered fewer homes in the first quarter than in the same period of 2006. In addition, profit margins on our 2007 first quarter deliveries were constricted due to the persistent imbalance in housing supply and demand that is fueling intense competition and pricing pressure among homebuilders and other participants in the new home and resale markets. We believe these conditions will likely continue for at least the remainder of 2007, reducing our quarterly and full-year revenues and earnings compared to 2006 results." Company-wide revenues for the quarter ended Feb. 28, 2007, totaled $1.77 billion, down 19% from $2.19 billion for the same quarter of 2006, largely due to lower housing revenues, which fell 20% to $1.74 billion from $2.18 billion. Construction operating income in the 2007 first quarter decreased 84% to $44.1 million from $273.3 million in the first quarter of 2006. The company's 2007 first quarter construction operating margin declined to 2.5% from 12.5% in the year-earlier quarter, as the housing gross margin decreased 8.3 percentage points to 17.7% from 26.0%. "Amid persistently challenging market conditions, we remain sharply focused on the disciplines of our operating model," said Mezger. "In particular, we are exercising extreme caution with regard to land purchases, land development phasing and asset management as we believe current housing prices do not fully reflect moderating demand for new homes. More broadly, as we navigate the uncertainties of today's housing market, we are focused on our build-to-order operating model while maintaining a strong financial position and the liquidity to act on the new opportunities we expect will arise as the industry's favorable long-term fundamentals help to provide greater stability." "Despite the recent improvement in our first quarter net order experience and a lower cancellation rate, these trends should be viewed with caution," said Mezger. "Having now entered the spring selling season, we continue to observe instability in the marketplace. Moreover, recent problems in the subprime mortgage market combined with tightening credit requirements could exacerbate the already difficult conditions in the homebuilding industry. The rise in delinquency and foreclosure rates may increase the supply of homes on the market, generating additional downward pressure on prices. Under these conditions, it is hard to predict when the housing markets will stabilize. However, we believe that our build-to-order operating model with limited speculative production and the knowledge and experience we have gained from more than five decades of homebuilding will help us to continue to execute through these challenging times and put us in a position to capitalize on the housing market's eventual recovery." About KB Home Los Angeles-based KB Home (NYSE: KBH) -- http://www.kbhome.com/-- is a homebuilder with domestic operating divisions in some of the fastest-growing regions and states: West Coast-California; Southwest-Arizona, Nevada and New Mexico; Central-Colorado, Illinois, Indiana and Texas; and Southeast-Florida, Georgia, North Carolina and South Carolina. Kaufman & Broad S.A., the company's publicly traded French subsidiary, is a homebuilding company in France. It also operates KB Home Mortgage Company, a full-service mortgage company for the convenience of its buyers. * * * As reported in the Troubled Company Reporter on Feb. 20, 2007, Fitch Ratings affirmed KB Home's Issuer Default at 'BB+'; Senior unsecured debt at 'BB+'; and Senior subordinated debt at 'BB-'. KESSLER HOSPITAL: Court Approves Wm. Comly & Son as Appraiser ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey gave William B. Kessler Memorial Hospital Inc. permission to employ Wm. F. Comly & Son Inc., as its appraiser. The firm is expected to appraise the value of its hospital equipment located at 600 South White Horse Pike in Hammonton, New Jersey. The firm will charge the Debtor $6,000 for this engagement and $175 per hour for other services. To the best of the Debtor's knowledge the firm does not hold any interest adverse and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Based in Hammonton, New Jersey, William B. Kessler Memorial Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non- profit corporation that operates a hospital. The Company filed for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case No. 06-18680). Albert A. Ciardi, III, Esq., at Ciardi & Ciardi, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. LEAR CORP: Pzena Presents Objections to Lear-AREP Merger Deal ------------------------------------------------------------- Pzena Investment Management LLC, a major shareholder in Lear Corp., has made public a letter sent to shareholder advisory firms outlining the investment firm's objections to Lear's deal to be acquired by American Real Estate Partners L.P., Terry Kosdrosky of The Wall Street Journal reports. As reported in the Troubled Company Reporter on Feb. 12, 2007, Lear and AREP, an affiliate of Carl C. Icahn, entered into an agreement for Lear to be acquired by AREP, in a transaction valued at approximately $5.3 billion, including the assumption of debt. Under the terms of the agreement, Lear shareholders would receive $36.00 per share in cash. Closing is expected to occur by the end of the second quarter of 2007. Under the terms of the agreement, Lear may solicit alternative proposals from third parties for a period of 45 days from the execution of the agreement and intends to consider any such proposals with the assistance of its independent advisors. In addition, Lear may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals. If Lear accepts a superior proposal, a break-up fee would be payable to AREP. According to WSJ, no other offer for the company has been disclosed during the 45-day solicitation period for alternative proposals. Pzena's Objection Pzena said in a letter filed with the Securities & Exchange Commission and cited by WSJ that the $36 per share offering price by AREP "is far below the fair value of the company," compared to the investment firm's previous approximation that the company is worth between $55 and $60 a share. WSJ relates that the firm, which owns about a 10% stake in Lear, is urging shareholders to vote against the Icahn proposal. The Journal says that Pzena further objected by stating that that the deal, as structured, not only undervalues Lear's future earnings potential but includes management conflicts and discourages other offers with high breakup fees. The letter, WSJ notes, points out that Lear's top executives get guaranteed contracts and bonuses, stock options immediately vest and a portion of retirement benefits are paid early. Rating Agencies Warn Lower Ratings Following Lear's announcement of its merger deal with AREP, Standard & Poor's Ratings Services lowered its corporate credit rating on the company to 'B' from 'B+' and placed its ratings on CreditWatch with negative implications. "The downgrade reflects our expectation that the transaction will result in an increase in debt at Lear," said Standard & Poor's credit analyst Robert Schulz. Additionally, Moody's Investors Service placed Lear's corporate family rating at B2, under review for possible downgrade. The company's speculative grade liquidity rating of SGL-2 was affirmed. Further, Fitch Ratings placed Lear's 'B' Issuer Default Rating and 'B/RR4' Senior Unsecured Debt Rating on rating watch negative. Class Action Suit Lear is facing six purported class actions filed by certain shareholders seeking to block the merger deal. Three of the lawsuits were filed in the Delaware Court of Chancery and have since been consolidated into a single action. Another three were filed in Michigan Circuit Court. The class action complaints, which are substantially similar, generally allege that the Agreement and Plan of Merger unfairly limits the process of selling Lear and that certain members of the company's board of directors have breached their fiduciary duties in connection with the Merger Agreement and have acted with conflicts of interest in approving the Merger Agreement. The lawsuits seek to enjoin the merger, to invalidate the Merger Agreement and to enjoin the operation of certain provisions of the Merger Agreement, a declaration that certain members of the company's Board of Directors breached their fiduciary duties in approving the Merger Agreement and an award of unspecified damages or rescission in the event that the proposed merger with AREP is completed. 2006 Results Lear's net loss for the year ended Dec. 31, 2006, decreased to $707.5 million from $1,381.5 million in the year ended Dec. 31, 2005, reflecting loss on divestiture of the company's interior business of $636 million in 2006 and goodwill impairment charges of $1.0 billion in 2005. Net sales for the year ended Dec. 31, 2006, increased by 4.4%, or $750 million, to $17,838.9 million from $17,089.2 million in 2005. New business favorably impacted net sales by $1.9 billion. The increase was partially offset by the impact of unfavorable vehicle platform mix and lower industry production volumes primarily in North America, which reduced net sales by $1.2 billion. The company's balance sheet at Dec. 31, 2006, showed total assets of $7,850.5 million, total liabilities of $7,248.5 million, and total stockholders' equity of $602.0 million. Lear's total stockholders' equity at Dec. 31, 2005, was $1,111.0 million. About Lear Corp. Headquartered in Southfield, Michigan, Lear Corporation (NYSE: LEA) -- http://www.lear.com/-- supplies automotive interior systems and components. Lear provides complete seat systems, electronic products, electrical distribution systems, and other interior products. The company has 104,000 employees at 275 locations in 33 countries. LEHMAN XS: Moody's Rates Class A-4 Notes at B2 ---------------------------------------------- Moody's Investors Service has assigned the ratings of A3 to the Class A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3 notes, and B2 to the Class A-4 notes issued by Lehman XS NIM 1 Company 2007-GPM1. The notes are backed by residual and prepayment penalty cash flows from an underlying securitization of Alt-A, adjustable-rate, negatively amortizing mortgage loans: GreenPoint Mortgage Funding Trust, Mortgage Pass-Through Certificates, Series 2007-AR1. The cash flows available to repay the notes are significantly impacted by the rate of loan prepayments and the timing and amount of loan losses on the underlying transaction's mortgage pools. Moody's examined various combinations of loss and prepayment scenarios to evaluate the cash flows to the rated notes. These are the rating actions: * Lehman XS NIM 1 Company 2007-GPM1 -- Class A-1, Assigned A3 -- Class A-2, Assigned Baa3 -- Class A-3, Assigned Ba3 -- Class A-4, Assigned B2 LEINER HEALTH: Moody's Puts Ratings Under Review & May Downgrade ---------------------------------------------------------------- Moody's Investors Service placed all long-term debt ratings of Leiner Health Products, Inc. under review for possible downgrade, including the Ba3 bank loan and the Caa1 senior subordinated notes. The review for downgrade is prompted by the company's decision to voluntarily suspend production of all over-the-counter medications after a FDA inspection noted deficiencies in proper manufacturing practices at one of Leiner's manufacturing facilities. Given that U.S. sales of OTC medications comprise around 25% of total revenue, the potential that lost sales will meaningfully impact cash flow and credit metrics concerns Moody's. Ratings under review for possible downgrade: * $50.0 million secured revolving credit facility rating of Ba3 LGD 3, 30% * $235.8 million secured term loan rating of Ba3, LGD3, 30%; * $150.0 million 11% senior subordinated notes rating of Caa1 LGD5, 83%; * Corporate family rating of B2; and * Probability-of-default rating of B2. The Speculative Grade Liquidity rating is affirmed at SGL-3; The review of the long-term ratings will consider the short-term impact on free cash flow and credit metrics while the company is restoring U.S. OTC production. Moody's anticipates that bringing the company's OTC manufacturing processes into regulatory compliance will require incremental costs and investment. Moody's also will consider possible longer-term impact if customers diversify their private-label sourcing of vitamins and OTC medications away from Leiner. In particular, Leiner is a major supplier of private-label over- the-counter medications to large retailers. The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's opinion that operating cash flow will modestly cover fixed asset and working capital investment, as well as mandatory debt service, if the loss of OTC revenue is not long-lasting. Moody's will continue to evaluate whether cash of $11 million and revolving credit facility availability of $41 million on Dec. 30, 2006, will continue to provide an adequate level of liquidity. The SGL-3 reflects Moody's current belief that Leiner will remain in compliance with its bank loan covenants over the next four quarters. Currently, Moody's does not expect permanent incremental revolving credit facility borrowings. Leiner Health Products, Inc, with headquarters in Carson, California, manufactures private-label vitamins, minerals, and nutritional supplements and over-the-counter pharmaceuticals. Leiner also provides contract manufacturing services. Revenue for the twelve months ending December 2006 was $734 million. LS POWER: S&P Rates $1.015 Billion First-Lien Debts at BB- ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' credit rating to LS Power Acquisition Co. I LLC's $700 million first-lien term loan due 2014, $150 million first-lien revolving credit facility due 2013, and $165 million first-lien synthetic LOC facility due 2014. Standard & Poor's also assigned its preliminary '1' recovery rating to the combined $1.015 billion first-lien debt obligations, reflecting the expectation of full recovery of principal in the event of a default. Simultaneously, Standard & Poor's also assigned its preliminary 'B' debt rating and '3' recovery rating to the $300 million second-lien term loan. The '3' recovery rating indicates the expectation of 50% to 80% recovery of principal under an assumed default scenario. The outlook is stable. All credit and recovery ratings are preliminary pending Standard & Poor's review of final project documentation. The proposed $1.315 billion debt issuance will be used to finance the LS Power Equity Partners LLC's acquisition of six gas-fired power generation facilities that were previously owned and operated by Mirant Corp. "The stable outlook reflects that LS Power Acquisition's hedged revenues and current market conditions should be sufficient to partially deleverage the project over the next three years," said Standard & Poor's credit analyst Michael Messer. MAGNOLIA ENERGY: Emerges from Ch. 11 After $427 Mil. Refinancing ---------------------------------------------------------------- Magnolia Energy LP and its debtor-affiliates has emerged from bankruptcy after refinancing nearly $427 million in debt, the American Bankruptcy Institute said on it Web site Monday, citing a report by Bankruptcy Law360. As reported in the Troubled Company Reporter on Mar. 13, 2007, the U.S. Bankruptcy Court for the District of Delaware authorized the Debtors to enter into a transaction that will refinance their business. The Debtors' indirect equity holder, Kelson Holdings LLC, has been pursuing a potential refinancing of several power plan projects including their facility in Benton County, Mississippi. Mayflower Energy Inc., a subsidiary of Kelson and also an indirect equity holder in the Debtors, signed an engagement letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Capital Corporation. Merrill Lynch has started a marketing process to refinance various businesses indirectly owned by Kelson, including the Benton County facility. Pursuant to the Refinance Transaction, non-debtor subsidiaries of Kelson will borrow funds sufficient to make a capital contribution to the Debtors to enable the Debtors to repay, among other things, all existing valid secured and unsecured claims against the Debtors and valid expenses of administration of the Debtors' estates. These borrowings will be secured by a pledge of their equity interests in various subsidiaries. The obligations will be guaranteed by various operating subsidiaries, including the Debtors, and will pledge their assets to secure the obligations under the guaranty. No Need for Further Restructuring Upon the closing of the refinance transaction, parties to the refinancing agreed that there will be no longer a need for further restructuring efforts in Chapter 11 as funds will be available to pay all creditors in full in accordance with their contractual rights. In this regard, the Court ordered that upon closing of the refinancing and filing of a certification stating that the closing of the transaction and payment of the claims have occurred, the Debtors' chapter 11 cases will be considered closed. Earlier Exit The Court, prior to the refinancing, gave the Debtors until May 29, 2007, to file a chapter 11 plan of reorganization. The Debtors sought the exclusive period extension while it worked on the refinancing, which according to several banks will leave the company with no operational issues to work out in Chapter 11 thus rendering a reorganization useless. About Magnolia Energy Headquartered in Ashland, Michigan, Magnolia Energy L.P., and three of its affiliates filed for chapter 11 protection on Sept. 29, 2006 (Bankr. D. Del. Case Nos. 06-11069 through 06-11072). Mark D. Collins, Esq., at Richards Layton & Finger and Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones & Wein represent the Debtors. Frederick Brian Rosner Duane Morris LLP represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of more than $100 million. MALDEN MILLS: Panel Wants Court Nod on GE Capital Settlement Pact ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Malden Mills Industries, Inc., and its debtor-affiliates asks the United States Bankruptcy Court for the District of Massachusetts to approve a Settlement Agreement by the Committee and General Electric Capital Corporation. The Committee reminds that Court that pursuant to the DIP Financing Order, the Court granted the Committee standing to investigate the liens and claims of GE Capital and certain other lenders and to commence and prosecute a legal proceeding to challenge such liens and claims as appropriate. The Committee says that it is entering into the Settlement Agreement pursuant to the authority granted to it by the Court in the DIP Financing Order and brings this request under Rule 9019 under the same authority. The Committee discloses that pursuant to the Settlement Agreement, GE Capital has agreed, among other things, to contribute $500,000 to the Debtors' estates to be used for any purposes permitted under the Bankruptcy Code, including the making of distributions on account of allowed unsecured claims. In exchange, GE Capital will receive a complete release of all claims. The Committee contends that the Settlement Agreement is the unsecured creditors' best hope for a recovery in these cases. The terms embodied in the Settlement Agreement represent an appropriate exercise of the parties' business judgment and the settlement is fair, equitable, and in the best interests of the Debtors, their estates, and their creditors. The Committee further contends that the Settlement Agreement was vigorously and extensively negotiated and represents a fair, equitable, arms' length settlement inasmuch as it: (a) resolves potential claims of the estates against GE Capital; (b) results in an infusion of $500,000 to the estates for the ultimate benefit of the Debtors' unsecured creditors; (c) confirms GE Capital's obligations under the Court-approved Wind-Down Budget and Sale Order; and (d) allows the estates and GE Capital to avoid unnecessary future expense, including potentially costly and time- consuming litigation. Based in Lawrence, Massachusetts, Malden Mills Industries, Inc. -- http://www.polartec.com/-- develops, manufactures, and markets Polartec(R) performance fabrics. Polartec(R) products range from lightweight wicking base layers to insulation to extreme weather protection and are utilized by the best clothing brands in the world. In addition, Polartec(R) fabrics are used extensively by all branches of the United States military, including the Army, Navy, Marine Corps, Air Force, and Special Operations Forces. The company also has operations in Germany, Spain, France and the U.K. The company filed for chapter 11 protection on Nov. 29, 2001 (Bankr. Mass. Case No. 01-47214). The Court confirmed the Debtor's plan on Aug. 14, 2003. The company and four of its affiliates filed their second chapter 11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048 through 07-10052). Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC, represent the Debtors. Bruce F. Smith, Esq., Steven C. Reingold, Esq., and Michael J. Fencer, Esq., at Jager Smith P.C., and Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston & Strawn LLP, represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed estimated assets between $1 million to $100 million and estimated debts of more than $100 million. The Debtors' exclusive period to file a chapter 11 plan expires on May 10, 2007. On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the case to the U.S. Bankruptcy Court for the District of Massachusetts (Case No. 07-40124). MALDEN MILLS: Committee Wants Exclusive Periods Terminated ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Malden Mills Industries, Inc., and its debtor-affiliates asks the United States Bankruptcy Court for the District of Massachusetts to terminate the Debtors' exclusive periods to file a plan and solicit acceptances of that plan. The Committee relates that it had entered into a settlement agreement GE Capital Corp. The Committee says that the settlement is conditioned upon, among other things, the occurrence of either: (a) the voluntary agreement of the Debtors to waive their rights of exclusivity under Section 1121 of the Bankruptcy Code, or (b) the entry of an order terminating the Debtors' Exclusive Periods. Based in Lawrence, Massachusetts, Malden Mills Industries, Inc. -- http://www.polartec.com/-- develops, manufactures, and markets Polartec(R) performance fabrics. Polartec(R) products range from lightweight wicking base layers to insulation to extreme weather protection and are utilized by the best clothing brands in the world. In addition, Polartec(R) fabrics are used extensively by all branches of the United States military, including the Army, Navy, Marine Corps, Air Force, and Special Operations Forces. The company also has operations in Germany, Spain, France and the U.K. The company filed for chapter 11 protection on Nov. 29, 2001 (Bankr. Mass. Case No. 01-47214). The Court confirmed the Debtor's plan on Aug. 14, 2003. The company and four of its affiliates filed their second chapter 11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048 through 07-10052). Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC, represent the Debtors. Bruce F. Smith, Esq., Steven C. Reingold, Esq., and Michael J. Fencer, Esq., at Jager Smith P.C., and Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston & Strawn LLP, represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed estimated assets between $1 million to $100 million and estimated debts of more than $100 million. The Debtors' exclusive period to file a chapter 11 plan expires on May 10, 2007. On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the case to the U.S. Bankruptcy Court for the District of Massachusetts (Case No. 07-40124). MARTIN EDUCATIONAL: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Martin Educational Corporation Attention: Robert Dejon Hinson 1688 Taylor Avenue Atlanta, GA 30344 Bankruptcy Case No.: 07-64674 Chapter 11 Petition Date: March 26, 2007 Court: Northern District of Georgia (Atlanta) Judge: Robert Brizendine Debtor's Counsel: Paul Reece Marr, Esq. 300 Galleria Parkway, Northwest Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Georgia Dept. of Revenue payroll taxes, unknown Insolvency Unit interest and P.O. Box 3889 penalty Atlanta, GA 30334 Internal Revenue Service payroll taxes, $2,538,012 Insolvency-Rm 400-Stop 334D interest and 401 West Peachtree Street penalty Atlanta, GA 30308 unemployment $76,842 taxes, interest and penalty income taxes $15,788 interest and penalty Gas South gas bills $16,296 P.O. Box 4298 Atlanta, GA 30302 The City of East Point electric, waste $14,172 Georgia Dept. of Labor unemployment $14,000 taxes, interest and penalty Aarons, Grant & Habif, L.L.C. accounting fees, $7,000 approximate balance listed Dell Financial Services account payable $4,000 MCCOMBS REALTY: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------- Ernst & Young LLP, in Greenville, S.C., expressed substantial doubt about McCombs Realty Partners' ability to continue as a going concern after auditing the partnership's financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the partnership's recurring operating losses, significant advances due to affiliates, and significant debt maturing in 2007. McCombs Realty Partners reported a net loss of $419,000 on total revenues of $1.5 million for the year ended Dec. 31, 2006, compared with a net loss of $560,000 on total revenues of $1.2 million for the year ended Dec. 31, 2005. The decrease in net loss is due to an increase in total revenues partially offset by an increase in total expenses. Total revenues increased in 2006 due to increases in rental and other income. Rental income increased primarily due to an increase in occupancy, partially offset by an increase in bad debt expense at the property and a slight decrease in the average rental rate. Other income increased primarily due to increases in tenant utility reimbursements and application fees. At Dec. 31, 2006, the company's balance sheet showed $2.1 million in total assets and $6.7 million in total liabilities, resulting in a partners' deficit of $4.6 million. Full-text copies of the partnership's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c32 About McCombs Realty Partners McCombs Realty Partners is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act on June 22, 1984. The partnership's general partner is CRPTEX Inc., a Texas Corporation. CRPTEX Inc. is a subsidiary of Apartment Investment and Management Company, a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2030, unless terminated prior to such date. The partnership is engaged in the business of operating and holding real estate property for investment. At Dec. 31, 2006, the partnership's sole investment property is one apartment complex (Lakewood at Pelham) located in Greenville, South Carolina. MERRILL LYNCH: Fitch Rates $1.6 Mil. Class B-2 Certificates at B ---------------------------------------------------------------- Fitch rates Merrill Lynch Alternative Note Asset Trust's residential mortgage pass-through certificates, series 2007-F1: -- $418.7 million classes 1-A1, 1-A2, 2-A1-2-A10, PO, IO-1, IO-2, and A-R senior certificates 'AAA'; -- $13.3 million class M-1 'AA'; -- $4.5 million class M-2 'A'; -- $3.1 million class M-3 'BBB'; -- $2.2 million non-offered class B-1 'BB'; and -- $1.6 million non-offered class B-2 'B'. The 'AAA' rating on the senior certificates reflects the 5.90% subordination provided by the 3% M-1, 1% class M-2, 0.70% class M-3, 0.50% non-offered class B-1, 0.35% non-offered class B-2 and 0.35% non-offered and non-rated class B-3. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults, as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, the strength of the legal and financial structures, and the capabilities of Wells Fargo Bank, N.A. as master servicer. The mortgage pool consists of 1,771 recently originated, fixed - rate, first lien, one- to four-family residential mortgage loans, a substantial majority of which have original terms to maturity of 15 or 30 years. As of the March 1, 2007, cut-off date the pool had an aggregate principal balance of approximately $444,904,297.48. The average loan balance is $251,216, and the weighted average original loan-to-value ratio for the mortgage loans in the pool is approximately 70.37%. The weighted average FICO credit score for the pool is approximately 719. Cash-out and rate/term refinance loans represent 50.82% and 15.09% of the pool, respectively. Second and investor-occupied homes account for 4.79% and 13.34% of the pool, respectively. The states that represent the largest geographic concentration are California (24.40%), Florida (12.03%), and New Jersey (10.03%). None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. The loans were purchased by Merrill Lynch Mortgage Lending, Inc., which were subsequently sold to Merrill Lynch Mortgage Investors, Inc. Merrill Lynch Mortgage Investors, Inc. deposited the loans in the trust, which issued the certificates, representing undivided beneficial ownership in the trust. MORGAN STANLEY: Fitch Rates 2006-5AR Class B-2 Certificates at B ---------------------------------------------------------------- Fitch Ratings has taken rating actions on the Morgan Stanley 2006-5AR transaction: Series 2006-5AR -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA'; -- Class M-4 affirmed at 'A+'; -- Class M-5 affirmed at 'A'; -- Class M-6 affirmed at 'A'; -- Class M-7 affirmed at 'A-'; -- Class M-8 affirmed at 'BBB+'; -- Class M-9 affirmed at 'BBB'; -- Class B-1 rated 'BB', placed on Rating Watch Negative; and -- Class B-2 rated 'B', placed on Rating Watch Negative. The mortgage loans consist of fixed- and adjustable- rate loans, extended to Alt-A borrowers and are secured by first liens, primarily on one- to four-family residential properties. As of the March 2007 distribution date, the transaction is seasoned 12 months and the pool factor is 77.41%. The loans are master serviced by Wells Fargo. The affirmations reflect a stable relationship between credit enhancement and future loss expectations and affect approximately $421.02 million of outstanding certificates. To date the trust has not suffered any realized losses. The Rating Watch Negative actions reflect deterioration in the relationship between CE and loss expectations and affect $7.204 million in outstanding certificates. Fitch is currently seeking out more detailed performance-related data in order to better determine to what degree the transactions may be negatively impacted. The transaction is currently experiencing 5.29% of serious delinquencies with 3.32% representing foreclosures and REO, while the most subordinate bond (class B2) is protected by only 58 basis points of subordination, and the next most subordinate (class B1) is protected by only 129 bps of subordination. Fitch will continue to closely monitor this transaction, if the CE becomes further threatened or begins to deteriorate, further actions may be necessary. NEPTUNE INDUS: Dec. 31 Balance Sheet Upside-Down by $1.09 Million ----------------------------------------------------------------- Neptune Industries Inc. reported a $285,837 net loss on $207,835 of sales for the fiscal second quarter ended Dec. 31, 2006, compared with a $316,106 net loss on $74,372 of sales in the prior year period. At Dec. 31, 2006, the company's balance sheet showed $1,190,958 in total assets and $2,290,197 in total liabilities, resulting in a $1,099,239 stockholders' deficit. The company's Dec. 31 balance sheet also showed strained liquidity with $791,750 in total current assets available to pay $1,128,691 in total current liabilities. Full-text copies of the company's fiscal second quarter financials are available for free at http://ResearchArchives.com/t/s?1c36 Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 20, 2006, Dohan and Company CPAs, PA, in Miami, Fla., expressed substantial doubt about Neptune Industries Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended June 30, 2006. The auditing firm pointed to the company's recurring losses from operations and working capital deficiency. About Neptune Industries Headquartered in Boca Raton, Fla., Neptune Industries Inc. (OTCBB: NPDI) -- http://www.neptuneindustries.net/-- is a public corporation that engages in commercial fish farming and related production and distribution activities in the seafood and aquaculture industries. NEW YORK WESTCHESTER: Hires Rubenstein Associates as PR Consultant ------------------------------------------------------------------ New York Westchester Square Medical Center obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Rubenstein Associates, Inc., as its public relations consultant. Rubenstein Associates is expected to: a) identify and accentuate all positive and newsworthy stories related to the Debtor, highlighting on being open to the community where it services patient needs and provides employment for the community-based workforce; b) assist with contacting and communicating with elected officials who have the ability to spearhead efforts to impact and overturn the Berger Commission findings; c) enhance the Debtor's positive profile in the opinion of key demographics and further assist with the reassessment of its status relative to the findings of the Berger Commission; and d) render assistance with media relations as the Debtor and its Counsel deem necessary. Howard J. Rubenstein, president of Rubenstein Associates, tells the Court that the Firm's fee is $7,500 per month for a minimum period of six months, plus reimbursement of fees and expenses. Mr. Rubenstein assures the Court that the firm is "disinterested" as that term is defined is Section 101(14) of the Bankruptcy Code. Based in Bronx, New York, New York Westchester Square Medical Center -- http://www.nywsmc.org/-- is a not-for-profit, community acute care hospital and certified stroke center that has served a working class population in the Bronx community since 1929. Its primary facility, located at 2475 St. Raymond Avenue, Bronx, New York 10461, houses 205 beds and provides acute adult medical and surgical care, emergency medicine and ambulatory services. NYWSMC is a membership corporation whose members are selected by the New York-Presbyterian Healthcare System, Inc. The company filed for chapter 11 protection on Dec. 19, 2006 (Bankr. S.D.N.Y. Case No. 06-13050). Burton S. Weston, Esq., at Garfunkel, Wild & Travis, P.C., represents the Debtor. Louis A. Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC, represent the Official Committee Of Unsecured Creditors. The Debtor's schedules showed total assets of $49,283,477 and total debts of $35,502,088. The Debtor's exclusive period to file a chapter 11 plan expires on Apr. 18, 2007. NORTH ATLANTIC: Moody's Reviews Ratings and May Downgrade --------------------------------------------------------- Moody's Investors Service placed the ratings of North Atlantic Holding Company and its operating subsidiary, North Atlantic Trading Company, including NAHC's Caa2 corporate family rating, under review for possible downgrade. The review was prompted by North American's report that it had offered to exchange, up to 100% of its NAHC's 12 1/4% senior discount notes and up to 55% of NATC's 9 1/4% senior notes for new second lien notes. Moody's review will consider: * the likely negative economic impact the proposed exchange will have upon the existing noteholders given the terms of the exchange, * the likelihood that the exchange will be completed given the potential challenges the company may face in securing the necessary consents and amendments from its lenders under NATC's existing senior credit facility, and * uncertainty as to what, if any, impact this transaction and negotiations with its lenders will have upon North American's financial flexibility given the extremely high leverage, meaningfully negative free cash flow, and poor EBIT coverage of the consolidated entity. If the transaction closes as currently proposed, Moody's will view it as a distressed exchange representing a limited default as the exchange will cause economic loss to the existing noteholders. Ratings placed under review for possible downgrade: * North Atlantic Holding Company, Inc. -- Corporate family rating at Caa2 -- Probability of default rating at Caa2 -- 12 1/4% $36 million senior discount notes due 2014 at Ca LGD6, 94%. * North Atlantic Trading Company, Inc. -- $200 million 9 1/4% senior notes due 2012 of Caa2, LGD4, 59%. North Atlantic Holding Company, Inc. and its subsidiaries is the third largest manufacturer and marketer of loose leaf chewing tobacco in the US, and the largest importer and distributor in the US of premium cigarette papers and related products. Total revenues for the last twelve months ended September 2006 were approximately $118 million. NOVELL INC: Gets Additional Non-Compliance Notice from Nasdaq ------------------------------------------------------------- Novell, Inc., received an additional notice of non-compliance from the staff of NASDAQ Stock Market due to the delay in filing its quarterly report on Form 10-Q for the fiscal quarter ended Jan. 31, 2007, as required by NASDAQ Marketplace Rule 4310(c)(14). Novell received notices of non-compliance from NASDAQ on Sept. 14, 2006, due to the delay in filing its quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2006, and on Jan. 22, 2007, for its annual report on Form 10-K for the fiscal year ended Oct. 31, 2006. Novell has delayed the filing of its periodic reports pending the completion of the review by its Audit Committee of the company's historical stock-based compensation practices. In response to the first notice of non-compliance, Novell requested a hearing before a NASDAQ Listing Qualifications Panel. On Jan. 9, 2007, the Panel granted Novell's request for continued listing subject to the requirements that Novell: 1) provide the Panel with certain information relating to the Audit Committee's review on or about March 1, 2007, which was submitted to the Panel; and 2) become current in its delinquent reports and file any necessary restatements by March 13, 2007. On Feb. 20, 2007, Novell received a letter from the NASDAQ Listing and Hearing Review Council indicating that the Listing Council had called for review the Jan. 9, 2007, decision of the Panel and had determined to stay the Panel's decision and any future Panel determinations to suspend Novell's securities from trading pending further action by the Listing Council. In connection with the call for review, the Listing Council has provided Novell with the opportunity to make an additional submission for the Listing Council's consideration by May 4, 2007, describing Novell's plan for filing the necessary periodic reports. NASDAQ has also provided Novell with the opportunity to make a submission by March 22, 2007, addressing the delay in filing its First Quarter Form 10-Q. The company intends to timely provide both submissions to NASDAQ. The company is working diligently to complete all necessary filings and demonstrate compliance with all applicable requirements for continued listing on the NASDAQ Global Select Market; however, there can be no assurance that the Listing Council will determine to grant the company a further extension following its review of the forthcoming submissions. About Novell Inc. Headquartered in Waltham, Mass., Novell, Inc. (Nasdaq: NOVL) -- http://www.novell.com/-- delivers Software for the Open Enterprise. With more than 50,000 customers in 43 countries, Novell helps customers manage, simplify, secure and integrate their technology environments by leveraging best-of-breed, open standards-based software. Novell has sales offices in Argentina, Brazil and Colombia. * * * Novell, Inc.'s Subordinated Debt carries Moody's Investors Service's 'B1' rating. NTELOS INC: Good Performance Cues Moody's to Lift Ratings to Ba3 ---------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family and Senior Secured ratings of NTELOS Inc. to Ba3 from B2. The ratings reflect a B1 probability of default rating and loss-given-default assessment of LGD3, 31% on the senior secured bank debt. The outlook has been changed to stable from positive. The ratings upgrades of Ntelos' ratings reflect favorable subscriber and roaming revenue growth trends, which have outpaced Moody's earlier expectations by a reasonable margin, resulting in relatively low levels of leverage and good interest coverage metrics. Moody's believes that continuing strong wireless industry fundamentals, together with relative stability in Ntelos' wireline results, should contribute to a further improvement in these key credit metrics through 2008. While the recent implementation of an ongoing dividend and Moody's expectation that wireless capital expenditures may rise modestly over the next couple of years will suppress free cash flow through this same period, the rating action takes into consideration the planned reduction in ownership of the company's two main equity sponsors to less than majority control, which will improve board independence and reduce the potential for additional one-time shareholder distributions going forward, in Moody's opinion. Upgrades: * NTELOS Inc. -- Corporate Family Rating, Upgraded to Ba3 from B2 -- Senior Secured Bank Credit Facility, Upgraded to Ba3 from B2 Outlook Actions: * NTELOS Inc. -- Outlook, Changed To Stable From Positive Based in Waynesboro, Virginia, NTELOS is a regional communications provider in Virginia and West Virginia. ORAGENICS INC: Kirkland Russ Raises Going Concern Doubt ------------------------------------------------------- Kirkland Russ Murphy & Tapp PA in Clearwater, Fla., expressed substantial doubt about Oragenics Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring losses, negative operating cash flows, and accumulated deficit. Oragenics Inc. reported a net loss of $2.9 million on revenue of $66,176 for the year ended Dec. 31, 2006, compared with a net loss of $3.3 million on zero revenue for the year ended Dec. 31, 2005. The company had $66,176 in revenue in 2006 as compared to none in 2005. This is a result of having a Small Business Innovation Research (SBIR) grant for the company's DPOLT(TM) technology. The decrease in net loss was principally caused by significant cutbacks in personnel and the reduction in the use of outside consultants, offset by the increase in stock option compensation expenses, and legal and patent expenses. At Dec. 31, 2006, the company's balance sheet showed $1.6 million in total assets, $327,573 in total liabilities, and $1.3 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c2f About Oragenics Headquartered in Alachua, Florida, Oragenics Inc. (AMEX: ONI) -- http://www.oragenics.com/-- Oragenics is a publicly held biopharmaceutical company. PACIFIC LUMBER: Can Use Cash Collateral Until March 30 ------------------------------------------------------ The Hon. Judge Richard S. Schmidt of the United States Bankruptcy Court for the Southern District of Texas has authorized Pacific Lumber and its debtor-affiliates to continue using cash collateral through and including March 30, 2007. The Debtors have not yet filed a revised budget with the Court as of March 25, 2007. The Debtors are only permitted to use Cash Collateral for the purposes enumerated in the Budget. The Debtors are not permitted to use Cash Collateral for payment of professional fees, disbursements, costs, or expenses incurred in connection with asserting any claims or causes of action against the Lenders. For any dollar amounts incurred or accrued during the periods the Debtors are using the Cash Collateral of the Lenders, the Debtors waive their right to seek to surcharge the Lenders or the Lenders' collateral under Section 506(c) of the Bankruptcy Code. LaSalle Responds LaSalle Bank National Association and LaSalle Business Credit, LLC, has agreed to the terms of an interim cash collateral order, through April 6, 2007, based on a budget which is largely acceptable to LaSalle. However, LaSalle notes, the changes to the budget it sought have not yet been confirmed with the Debtors. LaSalle adds that it has sought materials that are required under the Third Interim Cash Collateral Order, pursuant to the $60,000,000 Revolving Credit Agreement dated July 18, 2006, by and between The Pacific Lumber Company, Britt Lumber Co., Inc., Marathon Structured Finance Fund L.P. and the La Salle parties. Salmon Creek LLc and Scotia Inn Inc. are guarantors of the loans under the Credit Agreement. According to LaSalle, it has not been advised whether those materials are forthcoming. Provided that the matters noted can be resolved, LaSalle says it can agree to the interim use of cash collateral for the period identified. As reported in the Troubled Company Reporter on March 9, 2007, the Bankruptcy Court authorized Pacific Lumber and its debtor- affiliates to continue using cash collateral through and including March 16, 2007. The Court also ordered the Debtors to provide the Lenders and the Official Committee of Unsecured Creditors, on a weekly basis, a reconciliation showing actual receipts and actual disbursements as compared to the Budget, including a reconciliation of accounts receivable, logger liens, and inventory. Headquartered in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transactions pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jeffrey L. Schaffer, Esq., William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co- counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. John F. Higgins, Esq., and James Matthew Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-counsel. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors' exclusive period to file a chapter 11 plan expires on May 18, 2007. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 10, http://bankrupt.com/newsstand/or 215/945-7000). PAINCARE HOLDINGS: Receives Notice of Default from HBK and CPM -------------------------------------------------------------- PainCare Holdings, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on March 21, 2007, it received a notice of default from HBK Investments L.P. with respect to that certain Loan and Security Agreement dated May 11, 2005, as amended, entered into by the company, the company's subsidiaries, the Agent, HBK Master Fund L.P., and Del Mar Master Fund Ltd. The HBK Notice sets forth certain alleged events of default by the company under the Loan Agreement, including, without limitation, the failure by the company to make certain payments due under the Loan Agreement. The HBK Notice further provides that: * the default rate of interest as set forth in the Loan Agreement is in effect until such time as all such alleged events of default have either been cured or waived in writing, and * the Agent and Lenders expressly reserve all of their remedies, powers, rights, and privileges under the Loan agreement, at law, in equity, or otherwise including, without limitation, the right to declare all obligations under the Loan Agreement immediately due and payable. CPM Notice of Default The company also disclosed that on March 15, 2007, it received a notice of breach and default from The Center for Pain Management, LLC with respect to that certain Asset Acquisition Agreement dated December 1, 2004 entered into by the company, PainCare Acquisition Company XV, Inc., CPM, and the owners of CPM. The CPM Notice sets forth the Company's failure to make certain installment payments of cash and common stock under the terms of the Agreement. The CPM Notice further provides that unless the alleged events of default set forth in the CPM Notice are cured by the company: * certain non-competition and non-solicitation provisions binding the Members will cease as of April 24, 2007, and * CPM and the Members will have, as of April 12, 2007, certain rights under that certain Stock Pledge Agreement dated Dec. 1, 2004 entered into by the company and the Members, including, but not limited to, the right to foreclose on the issued and outstanding shares of stock of PainCare Acquisition. A full-text copy of HBK's Notice of Default dated March 21, 2007, is available for free at http://ResearchArchives.com/t/s?1c43 A full-text copy of CPM's Notice of Breach and Default dated March 15, 2007, is available for free at: http://ResearchArchives.com/t/s?1c44 About PainCare Holdings Headquartered in Orlando, Florida, PainCare Holdings, Inc. (AMEX:PRZ) -- http://www.paincareholdings.com/-- is one of the nation's leading providers of pain-focused medical and surgical solutions and services. Through its proprietary network of acquired or managed physician practices and ambulatory surgery centers, and in partnership with independent physician practices and medical institutions throughout the United States and Canada, PainCare is committed to utilizing the most advanced science and technologies to diagnose and treat pain stemming from neurological and musculoskeletal conditions and disorders. Through its wholly owned subsidiary, Caperian, Inc., PainCare offers medical real estate and development services. Through Integrated Pain Solutions, the company is engaged in pioneering the nation's first Managed Services Organization that offers a multi-disciplinary healthcare network focused on pain management. PEGASUS SOLUTIONS: Moody's Junks Rating on $120 Mil. Note Offering ------------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Pegasus Solutions, Inc. to B3 from B1 and assigned a Ba3 rating to the proposed $100 million senior secured credit facility and a Caa1 rating to the proposed $120 million senior unsecured note offering. The rating outlook is stable. The proposed senior secured credit facility consists of a $10 million revolver, a $60 million term facility and a $30 million delayed draw term loan facility. The proceeds from the $120 million note offering and $60 million term loan facility will be used to repay the existing senior secured credit facility, pay a $60 million dividend to shareholders and pay related transaction expenses. The $30 million delayed draw term loan facility may be borrowed in up to 2 draws within 6 months of the date of the closing of the credit agreement to finance potential acquisitions. Any unused commitments under the delayed draw facility will expire 6 months after the closing date. The ratings on the company's existing $120 million senior secured credit facility were prospectively withdrawn. The downgrade of the Corporate Family Rating reflects substantially weaker interest coverage and cash flow metrics pro forma for the refinancing and dividend, consistent revenue declines over the last 2 years and the expectation of continued volume and pricing pressure in key service lines. The ratings are supported by long term relationships with a large hotel and travel agent customer base in the U.S. and Europe, cost reduction initiatives implemented during 2006 and good underlying growth trends in the lodging industry. Moody's rating actions: * Assigned $10 million 5 year senior secured revolving credit facility, Ba3, LGD2, 16% * Assigned $60 million 6 year senior secured term loan facility, Ba3, LGD2, 16% * Assigned $30 million 6 year senior secured delayed draw term loan facility, Ba3, LGD2, 16% * Assigned $120 million 8 year senior unsecured notes, Caa1, LGD5, 73% * Downgraded Corporate Family Rating, to B3 from B1 * Downgraded Probability of Default Rating, to B3 from B2 * Prospectively withdrew $10 million senior secured revolving credit facility due 2011, Ba3, LGD2, 25% * Prospectively withdrew $110 million senior secured term loan facility due 2013, Ba3, LGD2, 25% The stable outlook anticipates flat revenues, moderate profitability growth and limited free cash flow from operations over the next year. Pegasus Solutions, Inc. is a provider of mission-critical technology and services to hotel and travel distributors. Its services include central reservation systems; distribution services that link hotel CRSs to travel agent systems and travel websites; third-party hotel marketing services; and commission processing services for hotels, travel agents and travel websites. Pegasus serves more than 65,000 hotel properties and more than 63,000 travel agencies. The company is headquartered in Dallas, Texas and reported revenues of $169 million for the twelve months ended Sept. 30, 2006. Pegasus was acquired by an equity group led by Prides Capital Partners, LLC on May 4, 2006. PHARMACEUTICAL TECH: Moody's Junks Rating on $565 Mil. Debenture ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Pharmaceutical Technologies and Services, Inc., including a B2 Corporate Family Rating, with a stable outlook. The B2 rating, although supported by a large revenue base and healthy operating margins, is constrained by elevated debt levels, low interest coverage exposure, low free cash flow and modest return on assets. The ratings are subject to receipt of final documentation. The ratings do not anticipate that the company will engage in shareholder initiatives, such as the initiation of a dividend, nor in any major acquisition activity. Moody's believes that the company's priority will be to use its available cash flow to invest in business development and to pay debt. Moody's expects adequate liquidity over the next twelve months, with sufficient funds from operations to cover working capital, capital expenditure requirements and mandatory debt repayments. Moody's notes that the company's credit agreement and its notes indentures do not contain any financial covenants. The stable outlook reflects PTS's large and diverse revenue base, consistent operating margins and sufficient liquidity. Over the next two years Moody's expects revenues to grow 2% to 4%, from current levels of around $1.7 billion, with gross margins in the range of 25% to 30% and annual operating cash flow in the range of $125 to $150 million. Moody's assigned these ratings: * Corporate Family Rating, B2 * Probability of Default Rating, B2 * $350 million Senior Secured Revolver, Ba3, LGD3, 30% * $1,410 million Senior Secured Term Loan B, Ba3, LGD3, 30% * $565 million Senior Unsecured Pay In Kind Debenture, Caa1, LGD5, 79% * $300 million Senior Subordinated Notes, Caa1, LGD6, 93% * Family LGD assessment LGD4, 50% Pharmaceutical Technologies and Services, Inc., based in Somerset, New Jersey, is a leading provider of production, packaging, research and development services and proprietary and conventional technologies for the pharmaceutical, biotechnology and life sciences industry. The company provides services to over 850 customers and generated net revenues of $1,712 million for the 12 months ended June 30, 2006. PINNACLE ENTERPRISES: Case Summary & 16 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Pinnacle Enterprises, L.L.C. 145 Thomas Drive Gadsden, AL 35904-8221 Bankruptcy Case No.: 07-40482 Type of Business: The Debtor fabricates and finishes wood cabinet doors. Chapter 11 Petition Date: March 26, 2007 Court: Northern District of Alabama (Anniston) Judge: James J. Robinson Debtor's Counsel: Tameria Shaye Driskill, Esq. P.O. Box 8505 246 South 8th Street Gadsden, Al 35902 Tel: (256) 546-5591 Fax: (256) 546-6557 Total Assets: $3,054,724 Total Debts: $2,618,046 Debtor's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital Partners Leasing bank loan $128,950 P.O. Box 12105 Value of Collateral: Birmingham, AL 35202-2105 $116,000 Loan $2,000 East Alabama Regional bank loan $118,326 Planning & Development Value of Collateral: P.O. Box 2186 $235,212 Anniston, AL 36202-2186 G.M.S. trade debt $94,731 211-A South 5th Street Gadsden, AL 35901-4217 BlueLinx trade debt $85,591 Metro Bank bank loan $72,018 Value of Collateral: $34,000 Cole Oehler bank loan $52,960 Value of Collateral: $116,000 Community Credit Union bank loan $48,583 Jack Kelly Pile Driving trade debt $45,000 First National Bank bank loan $16,049 Value of Collateral: $11,200 United Bank bank loan $15,398 Wells Fargo Financial trade debt $11,120 Leasing, Inc. Value of Collateral: $3,400 Decolam, Inc. trade debt $9,852 Seneca Companies, Inc. trade debt $6,821 Motion Industries, Inc. trade debt $3,448 Judy Pitts taxes $1,282 Revenue Commissioner Alabama Dept. of Revenue taxes $300 PLANET TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt --------------------------------------------------------- J.H. Cohn LLP, in Jericho, New York, expressed substantial doubt about Planet Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring net losses resulting in an accumulated deficit of $6,413,133 as of Dec. 31, 2006, and working capital deficiency of $865,720 as of Dec. 31, 2006. Planet Technologies Inc. reported a net loss of $1.2 million on net sales of $8 million for the year ended Dec. 31, 2006, compared with a net loss of $1.5 million on net sales of $3.9 million in 2005. The increase in net sales of $4.1 million reflects Allergy Control Products' sales for a full year in 2006 compared to a partial year for 2005. The net loss improvement in 2006 reflects the cost savings associated with the integration of operations to one location offset by higher amortization of intangibles and the initial recording of stock-based compensation in 2006 of $307,150 as required under SFAS 123R, "Share-Based Payment". At Dec. 31, 2006, the company's balance sheet showed $3.5 million in total assets, $1.8 million in total liabilities, and $1.7 million in total stockholders equity. The company's balance sheet at Dec. 31, 2006, also showed strained liquidity with $931,873 in total current assets, available to pay $1.8 million in total current liabilities. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c33 About Planet Technologies Headquartered in Ridgefield, Connecticut, Planet Technologies Inc. (PLNT.OB) -- http://www.planettechinc.com/-- formerly known as Planet Polymer Technologies Inc., is engaged in the business of designing, manufacturing, selling and distributing common products for use by allergy sensitive persons, including, without limitation, air filters, bedding, room air cleaners, and related allergen avoidance products. The business strategy is primarily based upon promotion of products directly to the consumer by telemarketing to the company's database of customers who have purchased the Allergy Free Electrostatic Filter. PLEASANT CARE: Secured Lender Wants Chapter 11 Trustee Appointed ---------------------------------------------------------------- Bridge Healthcare Finance, LLC and Bridge Oppurtunity Finance, LLC, asks the U.S. Bankruptcy Court for the Central District of California to appoint a chapter 11 trustee in Pleasant Care Corp. and its debtor-affiliates' bankruptcy proceedings. The Bridge Entities are secured lenders to the Debtors. Bridge tells the Court that the Debtors' chapter 11 petition was filed minutes before a hearing was start in the Superior Court of California. Bridge had asked the Superior Court to appoint a receiver to run the nursing home facilities of the Debtors citing: a. failure to comply with minimum health care compliance requirements under California law; b. failure to provide care in accordance with minimum federal standards for certification to receive Medi-Cal and Medicare reimbursement; c. failure to pay approximately $12 million in March rent to facility landlords; d. failure to pay approximately $8.4 million in payroll taxes; e. failure to pay $3.5 million California Bed Tax; f. failure to pay $500,000 in union dues; and g. failure to pay for critical utility services and endangering residents' health and safety. Bridge contends that although the bankruptcy has stayed the court receiver proceedings, the issues presented continue and the Debtors' facilities are in immediate danger of having insufficient food, medication and supplies, utilities and other goods and services essential to provide adequate care for elderly residents. Bridge further says that with a chapter 11 trustee, the well-being of the residents of the Debtors' facilities will be ensured while: * the healthcare compliance issues are addressed; * the Debtors' finances are verified and stabilized; and * the facilities are reorganized or marketed for sale. Holly Roark, Esq., at Frandzel Robins Bloom & Csato, L.C., represents the Bridge entities. Headquartered in La Canada, California, Pleasant Care Corporation -- http://www.pleasantcare.com/-- provide nursing home care. The company and four of its affiliates filed for chapter 11 protection on March 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12312). Ron Bender, Esq., at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the Debtors. When the Debtors filed for protection from their creditors, they listed estimated assets and debts between $1 million and $100 million. PRG SCHULTZ: Dec. 31 Balance Sheet Upside-Down by $104.5 Million ---------------------------------------------------------------- PRT Shultz International Inc.'s balance sheet at Dec. 31, 2006, showed $178.7 million in total assets, $272 million in total liabilities, and $11.2 million in mandatory redeemable participating preferred stock, resulting in a $104.5 million total stockholders' deficit. PRG Shultz International Inc. reported a net loss of $21.1 million on revenues of $266.1 million for the year ended Dec. 31, 2006, compared with a net loss of $207.7 million on revenues of $292.2 million for the year ended Dec. 31, 2005. The 2006 loss included a non-cash charge of $10 million resulting from the company's successful financial restructuring completed in March 2006, a charge of $8 million for severance and operational restructuring costs, charges of $4.7 million for stock-based compensation, a charge of $1.7 million related to the voluntary forfeiture of stock options by the company's chief executive officer, and a loss on discontinued operations of $833,000. The 2005 loss included the non-cash charge of $170.4 million for impairment of goodwill and other intangibles, a charge of $11.6 million associated with the company's operational restructuring, a charge of $3.9 million for severance costs related to the departures of the company's former chief executive officer and former vice Chairman, a loss on discontinued operations of $2.2 million and a charge of $400,000 for stock- based compensation. At Dec. 31, 2006, the company had cash and cash equivalents of $35 million and had no borrowings against its revolving credit facility. Total debt outstanding at year-end was $139.8 million and included a $25 million variable rate term loan due 2010, $51.5 million in principal amount of 11.0% Senior Notes Due 2011, $62.5 million in principal amount of 10.0% Senior Convertible Notes Due 2011, and an $800,000 capital lease obligation. In addition, the company had 9.0% Series A preferred stock outstanding with an aggregate liquidation preference of $11.2 million, which is mandatorily redeemable in 2011. "The first full year of our turnaround has put our company on a solid footing for attacking our future opportunities," said James B. McCurry, chairman, president and chief executive officer. "A realigned cost structure and a focused commitment to meeting the objectives of our most important clients have transformed our core recovery audit business into a reliable source of cash for paying down debt and investing in new sources of future revenue. We are learning and developing new ways to bring value to our strong existing base of clients throughout the world. In addition, the impending national expansion of recovery audit of Medicare to all fifty states, congressionally mandated late last year, provides us with an exciting growth opportunity that builds on our proven experience auditing Medicare payments in California since 2005." Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c29 About PRG Schultz Headquartered in Atlanta, PRG Schultz International Inc. (NasdaqGM: PRGX) -- http://www.prgx.com/-- is the world's leading recovery audit firm, providing clients throughout the world with insightful value to optimize and expertly manage their business transactions. Using proprietary software and expert audit methodologies, PRG industry specialists review client purchases and payment information to identify and recover overpayments. PTS INC: Strategic Healthcare to Become Subsidiary -------------------------------------------------- PTS Inc. reported that Strategic Healthcare Systems Inc. will transfer 88.33% ownership interest to the company in exchange for $3.5 million promissory note, which will be secured with 3.5 million shares of Series E Preferred Stock from PTS. PTS further says that Strategic Healthcare will be a subsidiary of the company. On Feb. 20, 2007, the company entered into a Non-Binding Letter of Intent with Dr. Albert A. Gomez, an individual, who holds fifty 54.69) of the issued and outstanding common stock and 5 million shares of Series B Preferred stock of Strategic Healthcare Systems The closing date will be on or before May 31, 2007. A full-text copy of Non-Binding Letter of Intent is available for free at http://ResearchArchives.com/t/s?1c31 About PTS Inc. PTS, Inc., manufactures and distributes paraplegic and quadriplegic apparatus known in the market as Glove Box. The company also offers consulting services for marketing production design through third party contractors. * * * As reported in Troubled Company Reporter on March 22, 2007, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Somerset, New Jersey-based PTS. The rating outlook is stable. PULLIAM MOTOR: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Pulliam Motor Company dba Pulliam Ford P.O. Box 908 Columbia, SC 29202 Bankruptcy Case No.: 07-01555 Type of Business: The Debtor is a dealer of Ford vehicles. See http://www.pulliamford.com/ Chapter 11 Petition Date: March 27, 2007 Court: District of South Carolina (Columbia) Judge: David R. Duncan Debtor's Counsel: G. William McCarthy, Jr. Robinson Barton McCarthy Calloway 1715 Pickens Street P.O. Box 12287 Columbia, SC 29211 Tel: (803) 256-6400 Total Assets: $9,222,892 Total Debts: $22,863,823 Debtor's 30 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Dealer Computer Services $153,313 P.O. Box 4346 Department 537 Houston, TX 77210-4346 State Newspaper $141,935 P.O. Box 402666 Atlanta, GA 30384-2666 WIS TV $91,090 Lockbox 1340 P.O. Box 11407 Birmingham, AL 35246-14340 Automobile Protection Corp. $57,917 Parts Depot Mid Atlantic $50,125 Roush Performance $41,490 The King Partnership $38,943 WLTX-TV $35,317 Lee Transport Equipment $35,315 A Touch of Class $30,912 Thyssenkrupp Elevator $30,190 Pro Auto Parts Warehouse $26,630 USC Athletic Business Office $25,000 Columbia Auto Mart $20,979 SC Automobile Dealer $19,729 APCO Wachovia Lockbox $17,222 WOLO-TV $15,112 Sherwin Williams $12,646 Trader Publications $12,350 Dealer Services $11,283 Southland Dealer Services $6,699 AR Auto Parts $5,022 Reed Richard $1,060 ZEP Manufacturing Co. $646 Schmidt Jr. Wilbur $636 Gene Love Plumbing $533 Deltacom $458 Audatex $423 Nextel $417 Dealer Specialties $149 RADIO ONE: Form 10-K Filing Delay Cues Moody's to Review Ratings ---------------------------------------------------------------- Moody's Investors Service has placed Radio One, Inc.'s ratings on review for possible downgrade following the delay in the filing of the company's Dec. 31, 2006, Form 10-K while it completes a review of its historical stock option granting practices. The ratings action reflects Moody's concerns regarding the potential for technical default under the company's bank credit facilities and bond indentures should the financial statements for the period ending Dec. 31, 2006, not be filed within the specified time periods. Also, the Securities and Exchange Commission is conducting an informal inquiry related to the company's accounting for stock option grants. Moody's concerns also relate to the size of these restatements, the potential tax consequences thereof and the resulting impact on the credit metrics of the company. Ratings under review for possible downgrade: * Radio One, Inc. -- Corporate Family Rating, Ba3 -- Probability of Default Rating, Ba3 -- Secured Revolver, Ba1, LGD2, 25% -- Secured Term Loan, Ba1, LGD2, 25% -- 6 3/8% Senior Subordinated Notes, B1 LGD5, 81% -- 8 7/8% Senior Subordinated Notes, B1, LGD5, 81% Radio One, Inc., headquartered in Lanham, Maryland is a radio broadcaster that owns or operates 70 radio stations located in 22 urban markets in the U.S. REALOGY CORPORATION: Launches $3.15 Million Senior Notes Offering ----------------------------------------------------------------- Realogy Corporation is planning to offer $3.15 million aggregate principal amount of 7-year senior notes, senior floating rate notes, senior PIK toggle notes, and 8-year senior subordinated notes in a private placement. The company will use the proceeds to fund a portion of the its pending merger with affiliates of Apollo Management L.P., to refinance credit facility debts. The notes will be guaranteed by all subsidiaries of company that guarantees its new senior secured credit facility. Apollo Merger As reported in the Troubled Company Reporter on Dec. 20, 2006, the company has entered into a definitive agreement to be acquired by an affiliate of Apollo in a transaction valued at approximately $9 billion, including the assumption or repayment of approximately $1.6 billion of net indebtedness and legacy contingent and other liabilities of approximately $750 million. Under the terms of the agreement, Realogy stockholders would receive $30.00 per share in cash at closing, representing a premium of 18% over Friday's market closing price of $25.50 and a premium of 26% over Realogy's average closing share price since its spin-off from Cendant Corporation on Aug. 1, 2006. Stockholders' Meeting As reported in the Troubled Company Reporter on Feb. 1, 2007, the company will hold a special meeting of stockholders on March 30, 2007, 10:00 a.m., local time, at One Hilton Court, Parsippany, New Jersey, to adopt the merger agreement providing for the acquisition of the company by an affiliate of Apollo. The company expects to complete the Merger on or about April 10, 2007. About Apollo Management L.P. Apollo, founded in 1990, is a recognized leader in private equity, debt and capital markets investing. Since its inception, Apollo has successfully invested over $16 billion in companies representing a wide variety of industries, both in the U.S. and internationally. Apollo is currently investing its sixth private equity fund, Apollo Investment Fund VI, L.P., which along with related co-investment entities, represents approximately $12 billion of committed capital. About Realogy Corp. Headquartered in Parsippany, N.J., Realogy Corporation (NYSE: H -- http://www.realogy.com/-- is real estate franchisor and a member of the S&P 500. The company has a diversified business model that also includes real estate brokerage, relocation, and title services. Realogy's world-renowned brands and business units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), ERA(R), Sotheby's International Realty(R), NRT Incorporated, Cartus, and Title Resource Group. Realogy has more than 15,000 employees worldwide. REALOGY CORP: S&P Rates Proposed $1.5 Billion Senior Notes at B- ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to Parsippany, New Jersey-based Realogy Corp.'s proposed $1.5 billion senior notes due 2014, $750 million senior pay-in-kind toggle notes due 2014, and $900 million senior subordinated notes due 2015. These securities are expected to be sold pursuant to Rule 144A of the Securities Act of 1933 with registration rights. Proceeds form the proposed notes, in addition to a previously rated bank facility and owner's equity, will be used to help fund the approximately $8.5 billion leveraged buyout of the company by Apollo Management L.P., which is expected to close within the next few weeks. The 'B-' rating on the proposed notes is two notches below Realogy's expected post-LBO corporate credit rating of 'B+' given the significant amount of priority debt in the pro forma capital structure. In addition, Standard & Poor's affirmed its loan and recovery ratings on Realogy's senior secured credit facilities, following the increase in the term commitment under the loan by $500 million. The secured loan rating is 'BB' with a recovery rating of '1', indicating the expectation for full recovery of principal in the event of a payment default. Although the amount of secured debt in the pro forma capital structure has increased, the expected enterprise value available at projected default continues to yield a recovery rate in excess of 100% of principal. However, any incremental increase in excess of $500 million could result in the secured loan rating being lowered. Concurrently, the 'BB+' corporate credit rating remains on CreditWatch with negative implications, where it was placed on Dec. 18, 2006. As the rating agency previously stated, based on its analysis of the proposed capital structure, if shareholders approve the transaction by vote, the corporate credit rating would be lowered to 'B+' and the rating outlook would be negative. Also, the 'BB+' rating on the company's existing $1.2 billion in senior notes remain on CreditWatch with negative implications, where it was placed on Feb. 13, 2007. Based on Standard & Poor's analysis, the rating agency has made the determination that the rating on these notes will not be lowered any further from the current 'BB+' rating until such a time that it is clear they would remain a permanent piece of the company's capital structure. According to the existing bond indentures, Realogy will be required to offer to purchase the notes at par, plus accrued and unpaid interest, upon a change of control and a rating downgrade to speculative grade. While Standard & Poor's recognizes these notes are currently trading above par, reducing holders' incentive to put the bonds, the rating agency cannot, with great confidence, predict the market direction during the next several weeks to determine how holders will respond. Therefore, the continued three-notch rating differential between the senior notes and the expected 'B+' corporate credit rating recognizes the protection afforded to bondholders from this change-of-control covenant. If these notes were to remain outstanding, the rating would be downgraded one notch to the level of the company's bank facility, which is 'BB', as they will rank equally and share in the same collateral package. "The expected 'B+' corporate credit rating on Realogy after the planned LBO reflects the company's highly leveraged capital structure, weakened credit measures, and reduced cash flow generating capability as a result of the LBO and associated heavy interest burden," said Standard & Poor's credit analyst Michael Scerbo. "The rating also underscores Realogy's exposure to the residential real estate industry, which is sensitive to economic cycles, and its aggressive financial policy, as exhibited by its pending buyout and the expectation that the company will remain cquisitive within its brokerage operation, despite lower levels of discretionary cash flow." Realogy's near-term credit profile will be largely dictated by the company's sizable financial leverage, with liquidity a key factor in Standard & Poor's rating surveillance. Nonetheless, credit quality is supported by a satisfactory business risk profile, as exhibited by Realogy's leading competitive position in the residential real estate industry; its ownership of several well known brands in the industry, including Century 21, Coldwell Banker, and ERA, which target multiple price points; its experienced management team; and the significant earnings contribution from its franchise business, which tends to be more reliable than brokerage ownership. Standard & Poor's will look to resolve the CreditWatch listing on the current 'BB+' corporate credit rating corporate credit rating following the shareholder vote, which is expected to occur on March 30. RT LAND: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------ Debtor: R.T. Land Services, Inc. 1890 Tomlinson Lane Suite 2 Jacksonville, FL 32220 Bankruptcy Case No.: 07-01214 Type of Business: The Debtor is a land preparation contractor. Chapter 11 Petition Date: March 26, 2007 Court: Middle District of Florida (Jacksonville) Debtor's Counsel: Richard R. Thames, Esq. Stutsman, Thames & Markey, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202-3614 Tel: (904) 358-4000 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 19 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Adams & Son Fuel Oil $107,313 P.O. Box 351622 Jacksonville, FL 32235 Sunbelt Rentals $71,079 P.O. Box 408211 Atlanta, GA 30384 Service Truck Lube Pro $67,375 P.O. Box 2617 Escondido, CA 92033 NationsRent $40,687 Linder Industrial Machinery $38,820 Bank of America $30,675 Ron Tomlinson $30,000 Diversified Financial Services $30,000 Industrial Tractor Company $29,818 H&R Lewis Petroleum Co. $22,000 Paccar Financial Corp. $12,913 Belcorp, Inc. $10,466 Westfield $9,257 Aetna $5,183 Internal Revenue Service $3,154 Pacesetter Personnel $2,871 Acme Barricades $2,520 A&B Body Shop $2,244 Alpha E.M.C. $1,135 SABRE HOLDINGS: Stockholders to Vote Friday on Silver/Texas Offer ----------------------------------------------------------------- Sabre Holdings Corporation's special meeting of stockholders to vote on the proposed acquisition of the company by affiliates of Silver Lake Partners and Texas Pacific Group is set for March 29, 2007, at 10 a.m. The meeting will be held at the Dupree Theater, Irving Arts Center, 3333 North MacArthur Boulevard in Irving, Texas. The meeting was previously scheduled for Friday, March 23, 2007. Sabre Holdings stockholders of record at the close of regular trading on the New York Stock Exchange on Tuesday, February 20, 2007, will be entitled to vote at the meeting. Sliver Lake/Texas Pacific Agreement On Dec. 12, 2006, the company disclosed that it had signed a definitive agreement with Silver Lake and Taxes Pacific under which affiliates of Silver Lake and Texas Pacific will acquire all of the shares of Class A common stock of Sabre Holdings for $32.75 per share in cash. About Sabre Holdings Sabre Holdings (NYSE: TSG) -- http://www.sabre-holdings.com/-- connects people with the world's greatest travel possibilities by retailing travel products and providing distribution and technology solutions for the travel industry. Sabre Holdings supports travelers, travel agents, corporations, government agencies and travel suppliers through its companies: Travelocity, Sabre Travel Network and Sabre Airline Solutions. Headquartered in Southlake, Texas, the company has approximately 9,000 employees in 45 countries. Full-Year 2006 revenues totaled $2.8 billion. * * * As reported in the Troubled Company Reporter on March 22, 2007, Moody's Investors Service commented that conclusion of its review for possible downgrade for senior unsecured notes issued by Sabre Holdings Corporation remains subject to the receipt of stockholder approvals and other closing conditions related to the company's proposed acquisition by Silver Lake Partners and Texas Pacific Group. The proposed acquisition is valued at approximately $5.4 billion, including the assumption of approximately $700 million in net debt. Based on the company's estimated capital structure pro forma forthe transaction, Moody's would likely downgrade the existing $800 million notes of Sabre Holdings to Caa1 from Baa3 and assign a B1 rating to proposed first lien credit facilities. Moody's would also likely assign a B2 corporate family rating and a stable rating outlook. SAI HOLDINGS: Files Schedules of Assets and Liabilities ------------------------------------------------------- SAI Holdings Limited delivered to the U.S. Bankruptcy Court for the Northern District of Ohio its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ---------- ----------- A. Real Property $0 B. Personal Property $4,764,538 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $22,148,846 E. Creditors Holding Unsecured Priority Claims $79,966 F. Creditors Holding Unsecured Nonpriority Claims $1,062,826 ---------- ----------- Total $4,764,538 $23,291,638 Headquartered in Butner, N.C., SAI Holdings Ltd. manufactures and retails vinyl-coated upholstery fabrics. The company filed for Chapter 11 protection on November 8, 2006 (Bankr. N.D. Ohio Case No. 06-33227). Its debtor-affiliates, Athol Manufacturing Corp. (Bankr. Case No. 06-33228) and Sandusky, Ltd. (Bankr. Case No. 06-33229) filed for separate chapter 11 petitions on that same date. Ronald E. Gold, Esq. of Frost Brown Todd LLC represents the debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it estimated assets and debts between $1 million and $100 million. SPANISH BROADCASTING: Earns $49.9 Mil. in Fourth Quarter of 2006 ---------------------------------------------------------------- Spanish Broadcasting System Inc. reported net income of $49.9 million on net revenue of $176.9 million for the fiscal year ended Dec. 31, 2006, compared with a net loss of $35.3 million on net revenue of $169.8 million for the year ended Dec. 31, 2005. Radio net revenue totaled $172.1 million in 2006, compared to radio net revenue of $169.8 million in 2005, resulting in growth of 1%, primarily from local revenue. This radio net revenue growth was offset by decreases in promotional events revenue, national revenues and other revenues mainly related to Local Marketing Agreement fees received for the previously sold Los Angeles stations (KZAB-FM and KZBA-FM). The radio net revenue growth of 1% was primarily in the San Francisco and Puerto Rico markets, offset by decreases in the New York, Los Angeles, Chicago and Miami markets. The new television segment, "MEGA TV", generated start-up net revenue of $4.8 million, primarily from local revenues. For the fiscal year ended Dec. 31, 2006, operating income totaled $84.2 million compared to $48.2 million for the same prior year period, resulting in an increase of 75%. For the fiscal year ended Dec. 31, 2006, income before income taxes and discontinued operations totaled $61 million compared to a loss of $18.2 million for the same prior year period. The increase resulted mainly from the gain on the sale of assets, net, of $50.8 million related to the sale of the company's radio stations KZAB-FM and KZBA-FM and a decrease in interest expense of $15.4 million due to the 2005 long-term debt refinancing and the repayment of the company's $100 million second lien credit facility in 2006, as well as the decrease in the loss on early extinguishment of debt that occurred in 2005. "During 2006, we continued to build our brands and strengthen our Hispanic multi-media platform," commented Ra�l Alarc�n, Jr., chairman and chief executive officer. "Despite solid audience shares, our fourth quarter radio revenues were below our expectations due to a soft advertising environment in some of our larger markets, primarily New York and Los Angeles. "As in prior periods of market volatility, we are confronting short-term market challenges with a long-term emphasis on consistently delivering Hispanic listeners to our advertisers. "We are encouraged with Arbitron's Fall ratings book, which showed solid audience share gains in our key markets. Furthermore, Mega TV in Miami, while still in an early stage of development, continues to build a dynamic audience base in South Florida. "Our Internet properties have also garnered an impressive user base, and we remain focused on monetizing our attractive user demographics. "Overall, we are pleased with the progress we are making in positioning our assets to excel in a dynamic media marketplace. We believe the investments we are making in our business today will lead to enhanced value for our shareholders." At Dec. 31, 2006, the company's balance sheet showed $929.7 million in total assets, $516.8 million in total liabilities, $89.9 million in cumulative exchangeable redeemable preferred stock, and $323 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c3c About Spanish Broadcasting Spanish Broadcasting System Inc. (NasdaqGM: SBSA)-- http://www.spanishbroadcasting.com/-- is the largest publicly traded Hispanic-controlled media and entertainment company in the United States. SBS owns and operates 20 radio stations located in the top Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico. The company also owns and operates Mega TV, a television operation serving the South Florida market, and occasionally produces live concerts and events throughout the U.S. and Puerto Rico. In addition, the company operates http://LaMusica.com/a bilingual Spanish-English online site providing content related to Latin music, entertainment, news and culture. * * * As reported in the Troubled Company Reporter on Dec. 4, 2006, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Miami, Florida-based radio and television broadcaster Spanish Broadcasting System Inc. to 'B-' from 'B'. STRUCTURED ASSET: Moody's Cuts Rating on Class B2 Certs. to B1 -------------------------------------------------------------- Moody's Investors Service has downgraded two certificates from a transaction issued by Structured Asset Securities Corporation, Series 2005-AR1. The transaction consists of subprime first-lien adjustable- and fixed-rate loans. The originators of the loans are Argent Mortgage Company, LLC (96%) and Ameriquest Mortgage Company (4%). The two most subordinate certificates from the transaction have been downgraded because existing credit enhancement levels are low given the current projected losses on the underlying pools. The pools of mortgages have built up a large delinquency pipeline and future loss could cause a significant erosion of the overcollateralization (OC). The pools currently have $10,271,010 of OC which is below the target of $15,747,108, as of the Feb. 26, 2007, reporting date. These are the rating actions: * Structured Asset Securities Corporation, Mortgage Pass-Through Certificates -- Series 2005-AR1; Class B1, downgraded to Ba1 from Baa3 -- Series 2005-AR1, Class B2, downgraded to B1 from Ba1 SWEETMAN RENTAL: Allen Kuenhle Approved as Bankruptcy Counsel ------------------------------------------------------------- Sweetman Rental, LLC, dba Sweetman Music, obtained permission from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Allen Kuehnle Stovall & Newman LLP as its counsel. Allen Kuehnle is expected to: a) advice the Debtor of its rights, powers and duties as Debtor-in-possession; b) advice and assist the Debtor in preparing all applications, motions, answers, orders, reports, schedules and other legal documents in the administration of the Chapter 11 case; c) review all financial and other reports to be filed with the court and the U.S. Trustee; d) advice and assist the Debtor in negotiation and documentation of refinancing or sale of its assets, debt and lease restructuring, executory contract and unexpired lease assumptions, assignments or rejections and related transactions; e) represent the Debtor on actions to collect and recover property for the benefit of the estate; f) review the nature and validity of liens and advising the Debtor on the enforceability of such liens; g) counsel the Debtor on actions to collect and recover property for the benefit of the estate; h) assist the Debtor in formulating, negotiating and obtaining confirmation of a plan of reorganization and prepare other related documents; and i) perform other legal services appropriate in the administration of the Debtor's business. J. Matthew Fisher, Esq., an associate at Allen Kuehnle Stovall & Neuman LLP, tells the Court that the Firm's postpetition retainer fee is $50,000 and that the firm's professionals bill: Professionals Designation Hourly Rate ------------- ----------- ----------- Thomas R. Allen, Esq. Partner $275 Richard K. Stovall, Esq. Partner $250 J. Matthew Fisher, Esq. Associate $210 Jerry E. Peer, Jr., Esq. Associate $180 Christine Duraney Paralegal $80 Mr. Fisher assures that the Firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Fisher can be reached at: J. Matthew Fisher, Esq. Allen Kuenhle Stovall & Neuman LLP 21 West Broad Street, Suite 400 Columbus, OH 43215-4100 Tel: (614) 221-8500 Fax: (614) 221-5988 http://www.akslaw.net/ Headquartered in Lancaster, Ohio, Sweetman Rental, LLC dba Sweetman Music -- http://www.sweetmanmusic.com/-- sells musical instruments in Central and Southeastern Ohio, and offers repair services on musical instruments. The company filed for Chapter 11 protection on Jan. 9, 2007 (Bankr. S.D.OH. Case No. 07-50116). Matthew Fisher, Esq. of the Allen, Kuehnle, Stovall & Neuman LLP represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets of $100,000 to $1 million and estimated debts of $1 million to $100 million. THOMASTON MILLS: Court Converts Case to Chapter 7 Liquidation ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia approved the request of Charles C. Crumley, the Chapter 11 Trustee for Thomaston Mills, Inc., and converted the Debtor's case to a chapter 7 liquidation proceeding. The Court also dismissed the Chapter 11 Trustee's request to dismiss the Debtor's case as moot. Thomaston Mills Inc operated three textile plants that manufactured sheets, pillowcases and comforters for retail customers, and also manufactures textiles for the home furnishings and piece dyed markets. The company filed for chapter 11 protection on June 19, 2001 (Bankr. M.D. Ga. Case No. 01-52544). The Court appointed Charles C. Crumley as the chapter 11 trustee. Mr. Crumley is represented by attorneys from Akin, Webster & Matson, P.C., and Powell, Goldstein, Frazer & Murphy. TOWER RECORDS: Files Disclosure Statement in Delaware ----------------------------------------------------- MTS Inc. dba Tower Records and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement describing their Chapter 11 Plan of Liquidation, Bill Rochelle of Bloomberg News reports. According to Mr. Rochelle, the disclosure statement said unsecured claims of trade suppliers will total $73.5 million, in addition to other unsecured claims expected to range from $95 million to $115 million. The Debtors estimated that assets available for distribution to trade suppliers and other unsecured creditors will range from $3 million to $26 million, Mr. Rochelle relates. The Court is set to consider the adequacy of the disclosure statement on May 3. Asset Sale The Debtors auctioned their intellectual property assets this month. The IP Assets -- which include the Debtors' website business, including Tower.com, trademarks, and international licenses -- were part of the Debtors' Court-approved auction in October 2006, but were never sold due to the inability of the Debtors to close sale transactions. On Sept. 6, 2006, the Debtors obtained Court approval for the sale of substantially all of their assets. The Debtors' assets were auctioned in October 2006 in accordance with a consortium of bids made by multiple parties. Included in the consortium of bids was the successful bid of Norton LLC for, among other things, the Debtors' website business. According to the Debtors, the sale of the website business did not push through because of some business, technical and operational issues that became apparent in the course of the negotiations. The Debtors' inventory and fixed assets were sold to Great American Group for $104 million. CIT Obligation At the commencement of their chapter 11 cases, the Debtors' capital structure included approximately $80 million in first priority secured debt owed to CIT Group/Business Credit Inc. as well as more than $70 million of second priority secured debt asserted by secured trade vendors. In addition, the Debtors estimate that they face at least another $50 million in unsecured claims. Proceeds from the October Auction Sale were used to pay in full the first priority secured debt the Debtors owe CIT. About Tower Records Headquartered in West Sacramento, California, MTS Inc., dba Tower Records -- http://www.towerrecords.com/-- is a retailer of music in the U.S., with nearly 100 company-owned music, book, and video stores. The company and its affiliates previously filed for chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No. 04-10394). The Court confirmed the Debtors' plan on March 15, 2004. The company and seven of its affiliates filed their second voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886 through 06-10893). Richards, Layton & Finger, P.A. and O'Melveny & Myers LLP represent the Debtors. The Official Committee of Unsecured Creditors is represented by McGuirewoods LLP and Cozen O'Connor. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. TRANSMERIDIAN EXPLORATION: Posts $54.3 Million Net Loss in 2006 --------------------------------------------------------------- Transmeridian Exploration Incorporated reported a net loss of $54.3 million on revenues of $24.7 million for the year ended Dec. 31, 2006, compared with a net loss of $21.6 million on revenues of $8.4 million for the year ended Dec. 31, 2005. For the year ended Dec. 31, 2006, the company produced 744,042 barrels of crude oil, or an average of 2,038 Bbls per day, as compared to 400,425 Bbls, or an average of 1,097 Bopd, for the year ended Dec. 31, 2005. For the year ended Dec. 31, 2006, the company sold 752,342 Bbls of crude oil at an average price of $34.54 per Bbl, as compared to 324,355 Bbls of crude oil at an average price of $27.62 per Bbl, for the year ended Dec. 31, 2005. Transmeridian Exploration also reported estimated proved reserves for its South Alibek Field in Kazakhstan. The company's net share of estimated proved reserves at Dec. 31, 2006, was 67.2 million barrels, as compared to 72.9 million barrels at Dec. 31, 2005. The estimates of proved reserves have been prepared by Ryder Scott Company, independent petroleum engineers, in accordance with U.S. Securities and Exchange Commission guidelines. The field is in the early stages of development, with significant future drilling planned. At Dec. 31, 2006, the company's balance sheet showed $356.6 million in total assets, $289.7 million in total liabilities, $40.9 million in senior redeemable convertible preferred stock, and $26 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c28 For the years ended Dec. 31, 2006, and 2005, capital expenditures were $107.3 million and $20.7 million, respectively. Primary sources of funding have been private placements of common and preferred stock, borrowings under the company's credit facilities with a Kazakhstan bank and the private placement of senior secured notes due 2010 and warrants to purchase shares of common stock. The total capitalized cost attributable to the South Alibek Field as of Dec. 31, 2006 was $334.8 million, which includes $16.6 million of capitalized interest. About Transmeridian Exploration Transmeridian Exploration Incorporated (AMEX: TMY) -- http://www.tmei.com/-- is an independent energy company established to acquire and develop oil reserves in the Caspian Sea region of the former Soviet Union. The company primarily targets fields with proved or probable reserves and significant upside reserve potential. Transmeridian Exploration currently has projects in Kazakhstan and southern Russia and is pursuing additional projects in the Caspian Sea region. TRAVELPORT LLC: Additional Debt Cues S&P's to Lower Ratings ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Travelport LLC, including lowering the corporate credit rating to 'B' from 'B+'. The rating action reflects the company's more aggressive financial policy, which includes the addition of over $2 billion of debt to its capital structure to fund a $1.1 billion dividend to its owners and $1.090 billion to merge with Worldspan L.P., and integration risks associated with the company's pending merger with Worldspan. All ratings are removed from CreditWatch, where they were placed with negative implications on Dec. 7, 2006. In addition, Standard & Poor's assigned its 'B' corporate credit rating to Travelport Holdings Ltd., a holding company for the Travelport group of businesses and a parent company for Travelport LLC, and 'CCC+' rating to Travelport Holdings' senior paid-in-kind loan. In addition, Travelport LLC's $3.690 billion secured revolver and first-lien term loan is rated 'B', with a recovery rating of '2', indicating the expectation for substantial [80%-100%] recovery of principal in the event of a payment default. "The company's decision to use proceeds of the $1.1 billion PIK loan to pay Travelport's owners a dividend just seven months after the company's acquisition indicates a more aggressive financial policy," said Standard & Poor's credit analyst Betsy Snyder. "However, if the company uses proceeds from its announced IPO of its Orbitz business to reduce debt later in 2007, and the merger with Worldspan is proceeding as expected, ratings could be raised to 'B+'. Accordingly, the outlook is positive." Only seven months after Travelport's August 2006 acquisition by the Blackstone Group for $4.3 billion from Cendant Corp., the company is adding over $2 billion of debt to finance a merger with Worldspan L.P. and to pay a dividend to its owners. This has resulted in a more aggressive financial profile than previously expected. Travelport Holdings Ltd., a holding company for the Travelport group of businesses and a parent company for Travelport LLC, will borrow $1.1 billion through a PIK loan, proceeds of which will fund the dividend. Travelport will add $1.090 billion to its credit facility to fund the merger with Worldspan. The company has reported its intent to sell a portion of Orbitz in an IPO later in 2007, with proceeds used to partially pre-pay Travelport LLC's term loan. Despite the strong cash flow typically generated by travel distribution companies, further material improvement to Travelport's credit profile will be constrained if the planned Orbitz IPO is unsuccessful. If the IPO is successful, with proceeds used to reduce the term loan, ratings would likely be raised to 'B+'. If the company successfully completes the IPO of Orbitz, with proceeds used to reduce debt, ratings could be raised to 'B+'. If Travelport does not reduce debt or expected integration benefits from the merger with Worldspan are not realized, the outlook could be revised to stable. UNUM GROUP: Moody's Rates $300 Million 5.859% Senior Notes at Ba1 ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 senior debt rating to Unum Group's $300 million issue of 5.859% senior notes due May 2009. The outlook on the ratings for UNM and its affiliates is negative. The issue of senior notes was conducted as part of the planned remarketing of $300 million of senior debt underlying UNM's outstanding 8.25% adjustable conversion rate equity security units issued in May 2004. Proceeds from the issue will be initially held in trust and invested in a portfolio of US Treasury securities maturing on or before May 15, 2007, at which time the portfolio will be transferred to UNM to pay for new UNM common stock to be issued to ACEs holders under the mandatory stock purchase feature of the ACEs security. UNM participated in the remarketing, purchasing and retiring $150 million of the senior notes. As a result, Moody's anticipates only $150 million of the issue will be outstanding going forward, and views the partial retirement of this debt by UNM as a positive credit event. Moody's said that UNM's ratings are based on the company's leading market share in the group long-term and individual disability markets and that the ratings also reflect the company's access to a huge claims data-base, focus on claims management and return-to-work programs, its position in the group life market, and a solid presence in the growing worksite marketing area. However, the rating agency noted that these strengths are tempered by UNM's concentration of earnings in the group and individual disability businesses, continuing competition in the group disability and group life markets, and the group's moderately high financial leverage and constrained fixed charge coverage. The last rating action for UNM occurred on Nov. 2, 2006, when Moody's changed the outlook on UNM's debt ratings, as well as the insurance financial strength ratings of its U.S. life insurance subsidiaries, to negative from stable. Unum Group is headquartered in Chattanooga, Tennessee. At Dec. 31, 2006, Unum Group had total assets of approximately $53 billion and total shareholders' equity of $7.7 billion. URSTADT BIDDLE: Fitch Holds BB Rating on $114 Mil. Preferred Stock ------------------------------------------------------------------ Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer Default Rating at 'BB+'. Fitch also affirms the 'BB' rating on the $114 million outstanding preferred stock. The Rating Outlook remains Stable. The ratings reflect UBP's low leverage and strong coverage ratios in comparison to similarly rated REITs. The company generates stable, consistent cash flows through the ownership of solid quality, predominantly grocery-anchored, shopping centers located primarily in the high income, mature suburban markets of Fairfield County, Connecticut and Westchester and Putnam Counties in New York, which together comprise 82% of the company's gross leaseable area. In addition, the management team is well seasoned with highly localized expertise, and the company has a reasonable lease expiration schedule. Moreover, the company's lack of development projects or complicated joint venture structures is also looked upon favorably. The ratings acknowledge the significant geographic, asset, and tenant concentrations inherent in the portfolio and the overall small size of the company. Out of UBP's 30 core retail properties, 25 are located in one of three suburban metropolitan New York counties. While this represents 82% of gross leaseable area and 85% of net operating income, these are strong markets in which to be located due to their high income, above-average barriers to entry and mature nature. Furthermore, single asset concentration and size is a concern as the company's portfolio consists of 38 total properties and UBP's three largest assets comprise approximately 31% of total company NOI. In addition, the company's largest asset, Stamford Ridgeway has its mortgage coming due next year, which at 50% of total debt does represent sizeable near-term refinancing risk. However, the property has a relatively low loan-to-value and the company intends to and should be able to refinance this property relatively comfortably. Support for the rating comes from strong coverage of both interest expense and preferred stock dividends and low leverage levels. This is exemplified by EBITDA coverage of interest expense of 6.4x and fixed-charge coverage of 2.5x for the most recent quarter. In addition, debt-to-total book capitalization and debt plus preferred-to-total book capitalization is 21% and 42%, respectively, at the end of the same time period. The company has approximately $109 million of debt, all of which is secured, and except for the $5 million outstanding on the secured credit facility (4.6% of debt) none of the company's outstanding debt carries a variable rate. For a completely secured lender, UBP has significant financial flexibility as 24 of the company's 38 properties are unencumbered, which represents about 53% of total company gross book value. Urstadt Biddle Properties Inc. is a fully integrated, self-administered real estate investment trust, which acquires, owns, and leases primarily grocery-anchored retail shopping centers, where most of the properties are located in suburban metropolitan New York markets in Connecticut and New York state. The company owns 38 properties aggregating 3.8 million square feet of space located in nine states, with 30 of them considered core retail properties. The company currently has total assets of $456 million, total debt of $109 million, and an undepreciated total book capital of $527 million. VENTURECAP: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Venturecap 369 Santa Ana Avenue San Francisco, CA 94127 Bankruptcy Case No.: 07-30342 Chapter 11 Petition Date: March 26, 2007 Court: Northern District of California (San Francisco) Debtor's Counsel: Fayedine Coulter, Esq. 1 Kaiser Plaza, Suite 601 Oakland, CA 94612 Tel: (510) 839-2245 Debtor's financial condition as of March 26, 2007: Total Assets: $2,500,000 Total Debts: $2,784,000 The Debtor did not file a list of its 20 largest unsecured creditors. VISTEON CAPITAL: Moody's Holds Corporate Family Rating at B3 ------------------------------------------------------------ Moody's Investors Service affirmed Visteon Corporation's Corporate Family Rating of B3, term loan rating of Ba3 and Speculative Grade Liquidity rating of SGL-3, but changed the ratings outlook to negative from stable. At the same time, the rating agency affirmed the company's Corporate Family Rating of B3 and left the Speculative Grade Liquidity rating unchanged at SGL-3. The actions flow from Visteon's increase in the size of its term loan facility by up to $500 million. Proceeds from the incremental loan may be used in part to lower utilization of its European securitization and factoring facilities, with the balance used to increase its cash and marketable security position as well as retained as balance sheet cash. While the resultant improved liquidity will serve to limit the probability of default in the near term, the additional funding elevates the company's leverage and fixed charges at a time when the North American automotive industry faces significant challenges and follows guidance from the company that it will not achieve positive free cash flow until 2009. Coverage ratios will remain weak for a more protracted period until cumulative savings from its restructuring initiatives contribute to improved earnings and cash flows. Although Visteon will have sufficient resources to accomplish this transformation, and favorable trends in customer and geographic diversification will continue, it remains vulnerable to adverse developments at its largest customer, Ford Motor Company. The new $500 million tranche of the term loan will take the total facility to $1,500 million. The new tranche will have a final maturity in December 2013 compared to the existing $1,000 million which matures in June 2013. The term loans are guaranteed by material domestic subsidiaries and have a first lien against Visteon's shareholdings in certain subsidiaries and against intercompany debt primarily owed by foreign subsidiaries. In addition, collateral includes a second lien against certain U.S. accounts receivable, inventory and property, plant and equipment which are subject to a first lien held by revolving credit facility lenders. A restructuring of Visteon's legal organizational structure will facilitate the pledge of incremental international subsidiary shareholdings. Significantly, the collateral pool will be supplemented by the addition of the bulk of Visteon's shareholding in Halla Climate Control of South Korea. Visteon owns 70% of Halla; shares pledged will represent a 65% interest in the company. Initially, the proceeds will be retained as cash but could accommodate reduced utilization of Visteon's European securitization facility ($76 million at Dec. 31, 2006) and the expiration of its European factoring facilities ($81 million sold at the end of the year). Net funds retained from the financing will add to the roughly $1 billion of cash held by Visteon at the end of the fourth quarter. The additional cash, combined with existing internal and external resources, are expected to cover Visteon's cash flow deficits over the next two years, thereby minimizing a need for future external funding. The company's principal bank facilities do not have financial maintenance covenants until certain minimal defined liquidity thresholds are pierced. Visteon should have ample resources to preserve its liquidity above those defined levels. As such, the transaction serves to reduce the probability of default. However, the financing will raise Visteon's debt/EBITDA leverage, which approximated 6.1x at the end of 2006, and will add to interest expense. EBIT/interest coverage was roughly 0.5x in 2006 and is expected to remain at or under 1x over the intermediate term. Moody's would expect Visteon's quantitative metrics to remain weak until 2009 and are positioned in the lower range for the rating category. The B3 Corporate Family rating emphasizes recognizes these weaker metrics and the lengthier time frame required for the company's restructuring program to produce material improvements in free cash flow generation and coverage ratios. In part, the company's financial and operating challenge result from meaningful reductions in market share and build-rates by its largest customer, Ford, as well as prevailing industry conditions affecting most auto makers and suppliers. While Visteon continues with an improved customer mix and book of new business awards, as well as a sound strategy and sufficient resources to facilitate its transformation, its debt/EBITDA will remain elevated and interest coverage will be less than 1x for a protracted period. Positive free cash flow is not expected until 2009. Visteon's overall performance for rating factors contained in Moody's Auto Supplier Methodology map to an indicated rating of B1. This mapping reflects the company's very weak credit metrics, which are more consistent with the Caa rating level, balanced against substantial scale, global footprint, improving customer and geographic diversification and stability provided by its liquidity and debt maturity profile which are reflective of a Ba level. Notwithstanding Visteon's mapping to the B1 rating level under the Auto Methodology, the assigned B3 Corporate Family rating recognizes the considerable operational and financial risk that the company faces as a result of the ongoing challenges confronting Ford, and protracted time frame of the company's turn around program. Over time, ongoing restructuring actions should better position its fixed and variable cost structure to achieve higher margins. But, current industry conditions are not very accommodative and make this more challenging to achieve in the near term. The negative outlook incorporates current views on the company's prospective leverage, coverage ratios and lack of free cash flow generation. It also considers ongoing exposure to a challenging automotive environment in North America and the potential which any adverse industry developments may have to cause further deterioration in the company's metrics. However, additional funds from the $500 million term loan do enhance Visteon's liquidity and serve to limit near term default risks. Resources in the Ford funded escrow account continue to be available to finance ongoing restructuring actions, which, over a longer period of time, could permit stronger results to emerge. Visteon's Speculative Grade Liquidity Rating is SGL-3 and represents adequate liquidity over the next 12 months. This is based upon significant cash balances, availability under its external financing commitments, an extended debt maturity profile, and minimal constraints from financial covenants under its bank credit facilities. Although balance sheet cash will increase as a result of the financing, the increase is substantially offset by expectations of negative free cash flow in both 2007 and 2008. The rating also reflects a limited scope to develop incremental alternative liquidity arrangements given the extent of assets pledged. The Ba3, LGD2, 17% rating on the secured term loan, three notches above the Corporate Family Rating, reflects the benefits of its collateral package as well as the effective subordination of approximately $1.0 billion of unsecured notes which are at the parent level and lack up-streamed guarantees from domestic subsidiaries. The junior position in the capital structure results in a Caa2, LGD6, 92% rating for the notes. Ratings affirmed: * Visteon Corporation -- Corporate Family Rating, B3 -- Probability of default, B3 -- Secured bank term loan (increased to $1.5 billion from $1.0 billion), Ba3 -- Unsecured notes, Caa2 -- Shelf filings for unsecured, subordinated, and preferred, Caa2, Caa2, and Caa2 respectively -- Speculative Grade Liquidity rating, SGL-3 * Visteon Capital Trust I -- Shelf filing trust preferred, Caa2 Ratings changed: * Visteon Corporation -- Outlook, to negative from stable LGD Assessments revised: * Visteon Corporation -- Secured bank term loan, LGD-2, 17% from LGD-2, 24% -- Unsecured notes, LGD-6, 92% from LGD-6, 91% -- Shelf filing unsecured, LGD-6, 92% from LGD-6, 91% -- Shelf filings, subordinated and preferred, LGD-6, 97% from LGD-6, 96% * Visteon Capital Trust I -- Shelf filing trust preferred, LGD-6, 97% from LGD-6, 96% The last rating action was on Nov. 22, 2006, at which time the Corporate Family Rating was lowered to B3 from B2 and the outlook was changed to stable. Visteon's $350 million revolving credit facility is not rated. Visteon Corporation, headquartered in Van Buren Township, Michigan, is a global tier 1 automotive supplier focused on climate control systems, electronic/lighting products and interiors. Annual product revenues were approximately $10.9 billion in 2006. The company has operations in 26 countries. VOICE MOBILITY: Ernst & Young Raises Going Concern Doubt -------------------------------------------------------- Ernst & Young LLP, in Vancouver, Canada, expressed substantial doubt about Voice Mobility International Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring net losses and shareholders' deficiency. Voice Mobility International Inc. reported a net loss of $3.3 million on sales of $94,000 for the year ended Dec. 31, 2006, compared with a net loss of $3 million on sales of $34,344 for the year ended Dec. 31, 2005. The increase in net loss of $273,350, or 9%, was primarily attributable to an increase of $648,350 in stock-based compensation expenses recognized from the adoption of FAS 123(R). There were also decreases in payroll costs of approximately $203,000, consulting fees of approximately $9,000, professional fees of $158,000 and travel costs of approximately $46,000. At Dec. 31, 2006, the company's balance sheet showed $3.9 million in total assets and $10.4 million in total liabilities, resulting in a $6.5 million total stockholders' deficit. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?1c2c About Voice Mobility Based in Burnaby, British Columbia, Canada, Voice Mobility International Inc. (OTC BB: VMII.OB) (TORONTO: VMY.TO) -- http://www.voicemobility.com/-- markets and deploys next generation messaging solutions that provide enhanced messaging features and functionality while ensuring integration with, or replacement of, existing first generation voicemail messaging systems. WEST CONTRA: S&P Junk Rating on Series 2004 Certificates -------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating to 'C' from 'BBB' on West Contra Costa Healthcare District, California's certificates of participation, series 2004. The outlook is negative. "The rating was lowered due to notice from the district that we will not be receiving legal comfort in the form of a bankruptcy counsel opinion to the effect that payment to the certificate holders will not be interrupted due to the district's October 2006 bankruptcy filing," said Standard & Poor's credit analyst Misty Newland. "By definition, a 'C' rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued." Standard & Poor's has confirmed with the certificate trustee that the Jan. 1 2007, debt service payment has been made. The next payment is due on July 1, 2007. WILLIAM HARRIS: Case Summary & Nine Largest Unsecured Creditors --------------------------------------------------------------- Debtor: William Stacy Harris 11232 Los Lagos Northeast Albuquerque, NM 87111-7526 Tel: (505) 255-0202 Bankruptcy Case No.: 07-10700 Type of Business: The Debtor previously filed for chapter 11 protection on September 5, 2002 (Bankr. D. N.M. Case No. 02-16243). Chapter 11 Petition Date: March 26, 2007 Court: District of New Mexico (Albuquerque) Judge: James Starzynski Debtor's Counsel: Louis Puccini, Jr., Esq. Puccini & Meagle, P.A. P.O. Box 30707 Albuquerque, NM 87190-0707 Tel: (505) 255-0202 Fax: (505) 255-8726 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NM Taxation & Revenue Dept. Tax Lien $133,283 P.O. Box 8575 Albuquerque, NM 87198-8575 NM Department of Labor Lien $50,604 401 Broadway Boulevard Northeast Albuquerque, NM 87102-2330 Citibank CBSD N.A. Credit Card $12,736 P.O. Box 6241 North Newton, KS 67117-6241 Chase/Bank One Card Services Credit Card $9,267 Bank of America Credit Card $8,222 American Express Credit Card $2,361 Capital One Services Credit Card $665 American General Finance Unknown Dillard National Bank Credit Card Unknown WILLIAM ZOBEL: Case Summary & Four Largest Unsecured Creditors -------------------------------------------------------------- Debtor: William Arthur Zobel 2214 B East 20th Street Joplin, MO 64804 Bankruptcy Case No.: 07-30155 Type of Business: The Debtor previously filed for chapter 11 protection on June 20, 2001 (Bankr. W.D. Mo. Case No. 01-61329). Chapter 11 Petition Date: March 26, 2007 Court: Western District of Missouri (Joplin) Debtor's Counsel: Norman Rouse, Esq. Collins, Webster & Rouse, P.C. 20th Street and Prosperity Road P.O. Box 1846 Joplin, MO 64802-1846 Tel: (417) 782-2222 Fax: (417) 782-1003 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service $1,130,151 Collection Division 2345 Grand Boulevard, Suite 301 Kansas City, MO 64108 Vogler Law Firm $11,000 St. Louis, MO Kansas Department of Revenue $2,317 P.O. Box 12005 Topeka, KS 66612 Missouri Department of Revenue $987 P.O. Box 3375 Jefferson City, MO 65105-3375 WORLDSPAN LP: S&P Affirms Corporate Credit Rating at B ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings, including the 'B' corporate credit rating, on Worldspan L.P., following the downgrade of its intended merger partner, Travelport LLC, to 'B' from 'B+'. All ratings were removed from CreditWatch with developing implications, where they were placed on Dec. 7, 2006, after the merger agreement was disclosed. Worldspan is the leading processor of GDS transactions for on-line travel agencies. Travelport processes both on-line and off-line transactions. "The merger with Travelport is expected to be completed in mid-2007; upon completion of the merger, ratings on Worldspan will be withdrawn," said Standard & Poor's credit analyst Betsy Snyder. The outlook is stable. The ratings on Worldspan reflect its weak financial profile and limited financial flexibility after several recapitalizations, in which debt was used to redeem preferred stock held by the company's owners and to pay them a dividend of approximately $600 million in December 2006. However, Worldspan benefits from its leading position in processing on-line travel bookings, the fastest-growing segment of the travel distribution industry. This segment accounts for approximately 90% of Worldspan's revenues. Further outlook revisions are unlikely due to the company's pending merger with Travelport. At the time the merger is completed, ratings on Worldspan will be withdrawn. YUKOS OIL: PwC to Retain Russian Business Despite Issues -------------------------------------------------------- PricewaterhouseCoopers intends to continue doing business in Russia despite allegations of irregularities in its auditing of OAO Yukos Oil Co.'s financials in 2002-2004, and accusations of tax evasion activities, MosNews reports. Although the firm denied both allegations, analysts warned that the firm stands to lose some of its market share, MosNews adds. As reported in the Troubled Company Reporter, the Moscow Arbitration Court has invalidated a contract between Yukos Oil and the Russian branch of PwC and has ordered the firm to pay RUR16.8 million ($645 million) to the state, which includes a $145 million repayment from PwC on the cost of the contract. The Federal Tax Service of Russia had accused PwC of covering up Yukos's alleged illegal financial schemes and compiling two different audits -- one for internal use and another for shareholders. Back-Tax Probe Representatives of the Russian Ministry of Internal Affairs and Prosecutor General's Office seized documents from PwC's Moscow office on March 9 relating to a separate tax-evasion probe against the auditing firm. The authorities had accused PwC of evading up to RUR243 million ($9.3 million) in taxes in 2002 on its manager's orders. According to RIA Novosti, Russian tax regulators suspected PwC's Moscow branch of under-reporting profit tax on sums it allegedly paid to PricewaterhouseCoopers Resources B.V. The offshore company was supposed to provide financial consultations to clients in Russia, but the Moscow branch provided these services instead, RIA relates. About PwC PricewaterhouseCoopers -- http://www.pwc.com/-- is the leading professional services organization in the world, ranking first or second in every market it operates. It has established offices in Moscow, St. Petersburg, Yuzhno-Sakhalinsk and Togliatti. About Yukos Oil Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an open joint stock company existing under the laws of the Russian Federation. Yukos is involved in energy industry substantially through its ownership of its various subsidiaries, which own or are otherwise entitled to enjoy certain rights to oil and gas production, refining and marketing assets. The Company filed for Chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark. On March 10, 2006, a 14-bank consortium led by Societe Generale filed a bankruptcy suit in the Moscow Arbitration Court in an attempt to recover the remainder of a $1 billion debt under outstanding loan agreements. The banks, however, sold the claim to Rosneft, prompting the Court to replace them with the state- owned oil company as plaintiff. On April 13, 2006, court-appointed external manager Eduard Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775), in an attempt to halt the sale of Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta. On May 26, 2006, Yukos signed a $1.49 billion Share Sale and Purchase Agreement with PKN Orlen S.A., Poland's largest oil refiner, for its Mazeikiu ownership stake. The move was made a day after the Manhattan Court lifted an order barring Yukos from selling its controlling stake in the Lithuanian oil refinery. On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and declared what was once Russia's biggest oil firm bankrupt. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- March 29-31, 2007 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION Chapter 11 Business Reorganizations Scottsdale, Arizona Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/ March 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Rising to the (Counter) Top of the Market Solera, Minneapolis Contact: http://www.turnaround.org/ March 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION 10th Annual April Fools' Networking Cocktail Reception University Club, New York, New York Contact: 646-932-5532 or http://www.turnaround.org/ March 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Zinifex/Pasminco - What a ride? 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http://renaissanceamerican.com/ April 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Wine Tasting Social TBA, Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ April 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Operational Turnaround Management Renaissance Hotel, Syracuse, New York Contact: http://www.turnaround.org/ April 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Fraud and Forensic Investigation Athletic Club, Denver, Colorado Contact: http://www.turnaround.org/ April 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Completing the Turnaround Brisbane, Australia Contact: http://www.turnaround.org/ April 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION The Nuts & Bolts of Buying and Selling Distressed Companies University Club, Chicago, Illinois Contact: http://www.turnaround.org/ April 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast meeting with Chapter President, Bruce Sim Westin Buckhead, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ April 24, 2007 BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Contact: 240-629-3300; http://www.beardaudioconferences.com/ April 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION "Why Prospects Become Clients" Mark Fitzgerald, President of Sales Training Institute Inc Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ April 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Jacksonville Zoo Turnaround University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ April 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION 1st Annual Credit & Bankruptcy Symposium Golf/Spa Outing Fox Hopyard Golf Club, East Haddam, Connecticut Contact: 203-265-2048 or http://www.turnaround.org/ April 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Spa Outing Mohegan Sun, Uncasville, Connecticut Contact: 203-265-2048 or http://www.turnaround.org/ April 26-27, 2007 TURNAROUND MANAGEMENT ASSOCIATION 1st Annual Credit & Bankruptcy Symposium Mohegan Sun, Uncasville, Connecticut Contact: http://www.turnaround.org/ April 26-28, 2007 ALI-ABA Fundamentals of Bankruptcy Law Philadelphia, Pennsylvania Contact: http://www.ali-aba.org/ April 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting - Working Effectively with the Media to Create Publicity for Your Business Contact: http://www.turnaround.org/ April 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION 13 Week CF Program Washington University, St. Louis, Missouri Contact: http://www.turnaround.org/ April 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Equity Sponsor Panel Breakfast Westin Buckhead, Atlanta, Georgia Contact: http://www.turnaround.org/ April 29 - May 1, 2007 INTERNATIONAL BAR ASSOCIATION International Insolvency Conference Zurich, Switzerland Contact: http://www.ibanet.org/ May 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Organization of Women Visit King Tut Exhibit Franklin Institute, Philadelphia, Pennsylvania Contact: 215-657-5551 or www.turnaround.org/ May 2-4, 2007 TURNAROUND MANAGEMENT ASSOCIATION Association for Corporate Growth Arizona Chapter Meeting Washington University, Arizona Contact: http://www.turnaround.org/ May 4, 2007 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners - NYC Alexander Hamilton US Custom House, SDNY New York, New York Contact: http://www.abiworld.org/ May 7, 2007 AMERICAN BANKRUPTCY INSTITUTE 9th Annual New York City Bankruptcy Conference Millennium Broadway Hotel & Conference Center New York, New York Contact: http://www.abiworld.org/ May 14-16, 2007 TURNAROUND MANAGEMENT ASSOCIATION 1st Annual TMA Regional Conference - Texas Hyatt Regency Resort & Spa Lost Pines, Texas Contact: http://www.turnaround.org/ May 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION Corporate Restructuring Workshop Cable Center, Denver, Colorado Contact: http://www.turnaround.org/ May 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION Corporate Restructuring Workshop Cable Center, Denver, Colorado Contact: http://www.turnaround.org/ May 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ May 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Bankruptcy Judges Panel Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org/ May 17-18, 2007 TURNAROUND MANAGEMENT ASSOCIATION 6th Annual Great Lakes Regional Conference Renaissance Quail Hollow Resort, Painesville, Ohio Contact: http://www.turnaround.org/ May 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION Enterprise Valuation / Sale of the Distressed Business Athletic Club, Seattle, Washington Contact: http://www.turnaround.org/ May 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION Women's Networking Lunch TBD, Arizona Contact: 623-581-3597 or www.turnaround.org/ May 18, 2007 TURNAROUND MANAGEMENT ASSOCIATION 13 Week CF Program Kansas City, Missouri Contact: http://www.turnaround.org/ May 21, 2007 TURNAROUND MANAGEMENT ASSOCIATION LI-TMA Annual Golf Outing TBD, Long Island, New York Contact: 631-251-6296 or http://www.turnaround.org/ May 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION Hedge Funds Standard Club, Chicago, Illinois Contact: http://www.turnaround.org/ May 23, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast Calaloo Caf,, Morristown, New Jersey Contact: 908-575-7333 or www.turnaround.org/ May 24-25, 2007 BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES Fourth Annual Conference on Distressed Investing Europe Maximizing Profits in the European Distressed Debt Market Le Meridien Piccadilly Hotel - London, UK Contact: 800-726-2524; http://renaissanceamerican.com/ May 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona and RMA Joint Meeting Hotel Valley Ho, Scottsdale, Arizona Contact: http://www.turnaround.org/ May 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Bankruptcy Judges Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ May 30-31, 2007 FINANCIAL RESEARCH ASSOCIATES Distressed Debt Harvard Club, New York, New York Contact: http://www.frallc.com/ May 31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Wine Tasting and Casino Night Mayfair Farms, West Orange, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ May 31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Speaker Series E&Y Tower, Calgary, Alberta Contact: http://www.turnaround.org/ May 31 - June 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION 2nd Annual TMA Southeast Regional Conference Marriott Resort at Grande Dunes Myrtle Beach, South Carolina Contact: http://www.turnaround.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference JW Marriott Spa and Resort, Las Vegas, Nevada Contact: http://http://www.airacira.org/ June 6-8, 2007 TURNAROUND MANAGEMENT ASSOCIATION 5th Annual Mid-Atlantic Regional Symposium Borgata Hotel Casino & Spa Atlantic City, New Jersey Contact: http://www.turnaround.org/ June 6-9, 2007 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 23rd Annual Bankruptcy & Restructuring Conference Westin River North, Chicago, Illinois Contact: http://www.airacira.org/ June 7-8, 2007 TURNAROUND MANAGEMENT ASSOCIATION Mealey's Asbestos Bankruptcy Conference Intercontinental Hotel, Chicago, Illinois Contact: http://www.turnaround.org/ June 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Association for Corporate Growth Arizona Chapter Meeting Biltmore Hotel, Phoenix, Arizona Contact: http://www.turnaround.org/ June 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Economic Update at the 1/2 Year Mark University Club, Portland, Oregon Contact: http://www.turnaround.org/ June 14-17, 2007 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ June 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast Clarion Hotel, Princeton, New Jersey Contact: 908-575-7333 or www.turnaround.org/ June 21-22, 2007 BEARD GROUP AND RENAISSANCE AMERICAN CONFERENCES Tenth Annual Conference on Corporate Reorganizations Successful Strategies for Restructuring Troubled Companies The Millennium Knickerbocker Hotel - Chicago Contact: 800-726-2524; http://renaissanceamerican.com/ June 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Bankruptcy Judges Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ June 28 - July 1, 2007 NORTON INSTITUTES Norton Bankruptcy Litigation Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact: http://www2.nortoninstitutes.org/ July 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Bankruptcy Judges Panel University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ July 12-15, 2007 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Marriott, Newport, Rhode Island Contact: 1-703-739-0800; http://www.abiworld.org/ July 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Young Professionals Billiards Night TBD, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ July 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ July 18, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ July 25-28, 2007 AMERICAN BANKRUPTCY INSTITUTE 12th Annual Southeast Bankruptcy Workshop The Sanctuary, Kiawah Island, South Carolina Contact: http://www.abiworld.org/ July 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ July 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Golf Outing Raritan Valley Country Club, Bridgewater, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ July 31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Enterprise Florida: Improving Florida's Business Climate and Helping Florida Companies Market Overseas Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Aug. 3, 2007 TURNAROUND MANAGEMENT ASSOCIATION Women's Spa Event Short Hills Hilton, Livingston, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Aug. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ Aug. 9-11, 2007 AMERICAN BANKRUPTCY INSTITUTE 3rd Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 23-26, 2007 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Drake Hotel, Chicago, Illinois Contact: http://www.nabt.com/ Aug. 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Fishing Trip Point Pleasant, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Aug. 28, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Healthcare Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ Aug. 29-30, 2007 TURNAROUND MANAGEMENT ASSOCIATION 3rd Annual Northeast Regional Conference Gideon Putnam Resort and Spa, Saratoga Springs, New York Contact: http://www.turnaround.org/ Sept. 6-7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Complex Financial Restructuring Program Four Seasons, Las Vegas, Nevada Contact: http://www.turnaround.org/ Sept. 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Southwest Bankruptcy Conference Four Seasons Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ Sept. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Buying and Selling Troubled Companies Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org/ Sept. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Sept. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Retail Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Sept. 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Joint Educational & Networking Reception TBD, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Sept. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Sept. 27-30, 2007 TURNAROUND MANAGEMENT ASSOCIATION 8th Annual Cross Border Business Restructuring & Turnaround Conference Contact: http://www.turnaround.org/ Oct. 2, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Bridgewater, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Oct. 9-10, 2007 IWIRC Orlando, Florida IWIRC Annual Fall Conference Contact: http://www.iwirc.org/ Oct. 10-13, 2007 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES 81st Annual National Conference of Bankruptcy Judges Contact: http://www.ncbj.org/ Oct. 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Oct. 16-19, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place Boston, Massachussets Contact: 312-578-6900; http://www.turnaround.org/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION Capital Markets Case Study Contact: http://www.turnaround.org/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Crisis Communications With Employees,Vendors and Media Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Hackensack, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Dinner South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Nov. 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Portland Holiday Party University Club, Portland, Oregon Contact: 206-223-5495 or http://www.turnaround.org/ Nov. 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Mixer TBA, Vancouver Contact: 206-223-5495 or www.turnaround.org/ Nov. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Real Estate Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker TBD, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Nov. 29, 2007 TMA Arizona Chapter Meeting TURNAROUND MANAGEMENT ASSOCIATION Contact: http://www.turnaround.org/ Dec. 6, 2007 TURNAROUND MANAGEMENT ASSOCIATION Seattle Holiday Party Athletic Club, Seattle, Washington Contact: 206-223-5495 or http://www.turnaround.org/ Dec. 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin Mission Hills Resort, Rancho Mirage, California Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida March 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ April 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: http://www.abiworld.org/ July 10-13, 2008 TURNAROUND MANAGEMENT ASSOCIATION 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.turnaround.org/ July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Dec. 4-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ 2009 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Las Vegas, Nevada Contact: http://www.ncbj.org/ June 21-24, 2009 INSOL 8th International World Congress TBA Contact: http://www.insol.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ 2010 (TBA) NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges New Orleans, Louisiana Contact: http://www.ncbj.org/ BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Deepening Insolvency - Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Real Estate Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers-the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Cherry A. Soriano-Baaclo, Melvin C. Tabao, Melanie C. Pador, Ludivino Q. Climaco, Jr., Tara Marie A. Martin, Frauline S. Abangan, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***