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/raid1/www/Hosts/bankrupt/TCR_Public/070606.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 6, 2007, Vol. 11, No. 133 Headlines 534 LAS AMERICAS: Case Summary & 40 Largest Unsecured Creditors ACAS CRE: S&P Rates $5.87 Million Class L Certificates at BB- ACCREDITED HOME: Signs $400 Million Merger Deal with Lone Star ACTUANT CORP: S&P Rates Proposed $250MM Sr. Unsecured Notes at BB- AIRGAS INC: Cash Flow Protection Measures Cue S&P's Pos. Outlook AIRTRAN AIRWAYS: ISS Urges Midwest Shareholders to Vote Nominees ALL AMERICAN: Rock River Wins Auction to Buy Operating Assets ALLEN SYSTEMS: S&P Rates Proposed $340 Million Loans at B ALLIANCE NIM: DBRS Places BB Ratings on 2 Series 2007-OA1 Notes ALPINE SECURITIZATION: DBRS Rates $125 Million Facility at BB AMF BOWLING: S&P Lowers Rating on Proposed $285MM Facilities to B ASC INC: Court Approves Sale of Business to Hancock Park ATLAS PIPELINE: S&P to Holds Negative Watch Despite Anadarko Deal AVAYA INC: Inks Merger Agreement with Silver Lake and TPG Capital BALLY TOTAL: Closes Sale of Canadian Fitness Centers BCI: To Make $40.98 Million Final Distribution on June 27 BECO JOINT: Voluntary Chapter 11 Case Summary BEST MANUFACTURING: Ch. 7 Trustee Hires Norris as Special Counsel BRISTOW GROUP: S&P Rates $250 Million Senior Notes at BB BUCYRUS INT'L: S&P Revises Recovery Ratings on Credit Facilities CA INC: Case Dismissal Prompts S&P to Revise Outlook to Stable CALPINE CORP: Greenfield Unit Obtains $650 Million Financing CATHOLIC CHURCH: Spokane Emerges from Bankruptcy CATHOLIC CHURCH: San Diego Wants Lease-Decision Period Extended CATHOLIC CHURCH: San Diego Panel Wants KPMG as Accountant CATHOLIC CHURCH: Davenport Wants to Sell Farm for $310,000 CENTRAL PARKING: S&P Affirms B Corporate Credit Rating COLLINS & AIKMAN: Plan Confirmation Hearing Postponed to July 12 COMMONWEALTH EDISON: S&P Lowers Corporate Credit Rating to BB COMMUNITY HEALTH: S&P Holds Negative Watch on Pending Triad Buy CREDIT SUISSE: S&P Puts Developing Watch on 3 Certificates' Rating CRICKET COMMS: S&P Holds Junk Rating on $1.035 Billion Sr. Notes DAKOTA ARMS: Court Converts Chapter 11 Case to Chap. 7 Liquidation DORAL FINANCIAL: Receives $610 Million Offer from FBOP DURA AUTOMOTIVE: Wants Two Remaining Key Leases Assumed DURA AUTO: Court Extends Exclusive Plan-Filing Period to Sept. 30 ENERGY PARTNERS: Sells Onshore South Louisiana Assets for $71.7MM GRANITE BROADCASTING: Completes Reorganization Plan FENDER MUSICAL: S&P Rates New $100 Million Term Loan at B+ ENTERGY NEW ORLEANS: S&P Lifts Corporate Credit Rating to BBB- FINANCE AMERICA: S&P Downgrades Ratings on Three Certificates FLEXTRONICS INTERNATIONAL: Inks Agreement to Acquire Solectron FLEXTRONICS INTERNATIONAL: Solectron Bid Cues S&P's Negative Watch FRENCH LICK: Financial Filing Delays Cue S&P to Junk Credit Rating FUTUREMEDIA PLC: Completes Equity Private Placement GARSON RESTAURANT: Voluntary Chapter 11 Case Summary GMAC COMMERCIAL: S&P Upgrades Ratings on 12 Certificate Classes GOODYEAR TIRE: S&P Lifts Ratings on Two Certificate Classes to B HEALTHMARKETS INC: Reduced Flexibility Cues S&P's Negative Outlook HEMOSOL CORP: Court Extends CCAA Protection to June 28 HOMETOWN COMMERCIAL: S&P Rates $738,000 Class M Certificates at B- HOVNANIAN ENT: Posts $30.7 Million Net Loss in Qtr. Ended April 30 INSIGHT HEALTH: Taps Kay Scholer as Bankruptcy Counsel INSIGHT HEALTH: Taps Richards Layton as Local Counsel INSIGHT HEALTH: Files Schedules of Assets and Liabilities INSIGHT HEALTH: Services Files Schedules of Assets and Liabilities INVISTA B.V.: S&P Lifts Rating on $2.05 Billion Facility to BB+ ISP CHEMCO: S&P Affirms B+ Loan Rating on $1.52 Billion Facility JEAN COUTU: Exercises Early Payment Right for 7.625% Senior Notes JORAN REALTY: Court Sets Auction for Harder Hall on July 18 LEAP WIRELESS: S&P Affirms B- Corporate Credit Rating LIBERTY BRANDS: U.S. Trustee Unable to Form Creditors' Committee LIBERTY BRANDS: Files Schedules of Assets and Liabilities LINDHURST INVESTMENTS: Voluntary Chapter 11 Case Summary LONDON GROUPS: Case Summary & Three Largest Unsecured Creditors BRYN MAWR: Notes Redemption Prompts S&P to Withdraw Ratings MEYER-SUTTON: Files Chapter 11 Petition in Georgia MEYER-SUTTON HOMES: Case Summary & 20 Largest Unsecured Creditors MICHELINA'S INC: Weak Performance Cues S&P to Cut ratings to B MILLENIUM ACQUISITIONS: Voluntary Chapter 11 Case Summary MORGAN STANLEY: S&P Lifts Ratings on $3MM Class A-4 Notes to B MTR GAMING: Seeks Noteholders' Approval on Indenture Amendments MUSICLAND HOLDING: Plan Confirmation Hearing Moved to June 14 MUSICLAND HOLDING: Fox Wants Panel's Claim Objection Overruled NEFF CORP: Lightyear Fund Completes $900 Million Buyout NOVELIS INC: Hindalco Acquisition Cues S&P to Remove Watch OMI CORP: S&P Retains Negative Watch on BB+ Ratings PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors PQ CORP: Carlyle Deal Cues S&P to Put Ratings on Negative Watch PRIME 2004-CL1A: S&P Cuts Rating on Class B-3 Certificates to B PRIME MEASUREMENTS: U.S. Trustee Appoints Seven-Member Committee PRIME MEASUREMENT: Court OKs Sulmeyerkupetz as Panel's Counsel QUEBECOR MEDIA: CDN$516.9MM Osprey Deal Cues S&P to Affirm Ratings RECYCLED PAPER: S&P Holds CCC Ratings and Removes Negative Watch RITCHIE CAPITAL: To File for Bankruptcy for Insurance Holdings RITE AID: Completes Acquisition of 1,854 Brooks and Eckerd Stores ROBERT CARMACK: Case Summary & 18 Largest Unsecured Creditors RURAL CELLULAR: Prices $425MM Senior Floating Rate Notes Offering SECUNDA INT'L: McDermott Offer Prompts S&P's Developing Watch SECURITY HOLDINGS: Voluntary Chapter 11 Case Summary SI INT'L: $59MM LOGTEC Acquisition Cues S&P to Affirm B+ Rating SOLUTIA INC: Bankruptcy Clerk Records 9 Claims Sale for May 2007 SOLUTIA INC: Wants Amended Plan Voting Protocol Approved SOS REALTY: Gets Court OK to Sell Condo Units and Parking Spaces SOS REALTY: Court Cancels Plan Confirmation Hearing Date STALLION OILFIELD: S&P Rates $250 Million Credit Facilities at B+ STONEPATH GROUP: AMEX to Delist Common Stock on June 14 TEEKAY SHIPPING: S&P Retains Negative Watch on OMI Share Buy TELOS CLO: S&P Rates $16 Million Class E Floating-Rate Notes at BB TRW AUTOMOTIVE: Completes Common Stock Public Offering VENICE DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors VICORP RESTAURANTS: Posts $7.4 Mil. Net Loss in 2nd Quarter 2007 W&T OFFSHORE: S&P Rates Proposed $450 Million Senior Notes at B- WAYNE ZYCH: Case Summary & Eight Largest Unsecured Creditors WESTERN REFINING: S&P Holds BB- Rating and Removes Negative Watch WESTERN UNION: March 31 Balance Sheet Upside-Down by $172.4 Mil. WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $114.1MM WILLIAM MATHISEN: Case Summary & Four Largest Unsecured Creditors WORLDSPACE INC: March 31 Balance Sheet Upside-Down by $1.6 Billion XM SATELLITE: March 31 Balance Sheet Upside-Down by $504.4 Million XOMA LTD: March 31 Balance Sheet Upside-Down by $5.9 Million * Winstead PC Modifies Department and Practice Group Structure * Terrence Allen Joins Gibson Dunn as Partner in Orange County * Thacher Proffitt Welcomes Six New Counsels * Cadwalader Names Karl Clowry as Special Counsel in London Office * Dewey Ballantine Adds Two Attorneys at New York Office * FTI Consulting Expands Practice; Opens New Office in Michigan * Upcoming Meetings, Conferences and Seminars ********* 534 LAS AMERICAS: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: 534 Las Americas LLC 8045 Antoine Suite 116 Houston, TX 77089-4345 Bankruptcy Case No.: 07-33778 Chapter 11 Petition Date: June 4, 2007 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Peter Johnson, Esq. Suite 2820, Eleven Greenway Plaza Houston, TX 77046 Tel: (713) 961-1200 Fax: (713) 961-0941 Debtor's financial condition as of June 4, 2007: Total Assets: $12,837,888 Total Debts: $9,975,619 Debtor's List of its 40 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Fannie Mae Secured Claim $8,514,788 c/o R. Craig Warner, Esq. 2200 One Galleria Tower 1355 Noel Road, LB 48 Dallas, TX 75240-1518 Arbor Commercial Mortgage, LLC Secured Claim $801,465 2801 Wehrie Drive, Suite 7 Williamsville, NY 14221 Constellation New Energy, Inc. Unsecured Claim $210,721 P.O. Box 200187 Dallas, TX 75320 Reliant Energy Unsecured Claim $102,882 CenterPoint Energy Unsecured Claim $27,573 Presto Maintenance Supply, Inc. Unsecured Claim $12,533 Waste Management Inc. Unsecured Claim $10,185 Maintenance USA Unsecured Claim $9,596 AICCO, Inc. Unsecured Claim $8,224 Wilmar Industries, Inc. Unsecured Claim $6,940 Schindler Elevator Corporation Unsecured Claim $6,711 Mike's Electrical Services Unsecured Claim $5,400 FireSafe Protection Unsecured Claim $4,321 Services, Inc. Namco Manufacturing, Inc. Unsecured Claim $1,767 Julio Valencia Resurface Unsecured Claim $1,270 City of Houston - Fire Permit Unsecured Claim $1,200 Manicured Landscaping Unsecured Claim $1,200 Essential Messaging Unsecured Claim $1,130 DBFVO Corp. Unsecured Claim $1,023 AT&T Unsecured Claim $1,056 March Antonio Bautista Unsecured Claim $1,014 Marvin F. Poer & Company Unsecured Claim $1,000 AAA Plumbers Unsecured Claim $780 Hurricane Glass Company Unsecured Claim $771 The Envirotrol Company Inc. Unsecured Claim $715 Hocutt, Inc. Unsecured Claim $622 AAA Apartment Staffing Unsecured Claim $590 Greensheet Unsecured Claim $564 Chubb Security Systems, Inc. Unsecured Claim $548 Bradford Mechanical Inc. Unsecured Claim $547 Dean & Draper Insurance Unsecured Claim $534 Agency Inc. Landlord Protection Service Unsecured Claim $392 Houston Apartment Association Unsecured Claim $255 Sovereign Systems Unsecured Claim $220 Olympic Pools, Inc. Unsecured Claim $182 Time Warner Cable Unsecured Claim $100 Audio Images International Inc. Unsecured Claim $44 A1 Helium and Balloons LLC Unsecured Claim $90 Brilliant Promotional Products Unsecured Claim $10 Startec Global Communications Unsecured Claim $8 ACAS CRE: S&P Rates $5.87 Million Class L Certificates at BB- ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to ACAS CRE CDO 2007-1 Ltd./ACAS CRE CDO 2007-1 LLC's $1.175 billion CDO series 2007-1. The preliminary ratings are based on information as of June 4, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect the credit support provided by the subordinate classes of securities and the geographic and property type diversity of the mortgaged properties securing the underlying CMBS collateral. The collateral pool consists of 121 classes of pass-through certificates taken from 22 CMBS transactions. Preliminary Ratings Assigned ACAS CRE CDO 2007-1 Ltd./ACAS CRE CDO 2007-1 LLC Class Rating Amount ----- ------ ------ A-1 AAA $127,040,000 A-2 AA $54,440,000 B A+ $164,440,000 C A $47,570,000 D A- $78,110,000 E BBB+ $51,090,000 F BBB $64,600,000 G BBB- $41,110,000 H BB+ $35,230,000 J BB+ $52,850,000 K BB $35,230,000 L BB- $5,870,000 Preferred shares N/A $417,056,293 N/A--Not applicable. ACCREDITED HOME: Signs $400 Million Merger Deal with Lone Star ----------------------------------------------------------------- Accredited Home Lenders Holding Co. and Lone Star Fund V (U.S.) L.P., through its affiliate Lone Star U.S. Acquisitions LLC , have entered into a definitive merger agreement pursuant to which Lone Star has agreed to acquire all of the common stock of the company in an all-cash transaction. Under the terms of the agreement, Lone Star will acquire each outstanding share of Accredited common stock at a price of $15.10 per share, for a total consideration of approximately $400 million on a fully diluted basis. The acquisition is structured as an all-cash tender offer for all outstanding shares of Accredited common stock to be followed by a merger in which each remaining untendered share of Accredited will be converted into the same $15.10 cash per share price paid in the tender offer. The outstanding 9.75% Series A Perpetual Cumulative Preferred Shares, par value $1.00 per share, of Accredited Mortgage Loan REIT Trust (NYSE: AHH.PrA) will continue to remain outstanding. James A. Konrath, chairman and chief executive officer of Accredited, said, "After a careful analysis, we believe this agreement is the best alternative available to protect shareholder value and provide the capital we need to support the Company's business over the long-term. In Lone Star, we have found a partner who has a record of helping companies like ours successfully address financial and operational challenges. We look forward to working with Lone Star to create a stronger future for Accredited, our employees, and our customers." Len Allen, president of Lone Star Funds' U.S. operations, said, "We share the Accredited team's vision for the Company and their diversified approach to the non-prime market. With our additional experience and capital, we are confident that Accredited can successfully manage through the current industry dynamics and leverage the platform." The acquisition is subject to the satisfaction of customary conditions, including the tender of a majority of the outstanding Accredited shares on a fully diluted basis and other regulatory approvals. The tender offer is expected to commence within ten business days, and the transaction is expected to close in the third quarter of this year, unless extended. The tender offer is not subject to a financing contingency. The acquisition price represents a premium of approximately 9.7% to Accredited's closing share price of $13.76 on June 1, 2007, the last business day prior to Accredited's announcement of the transaction, and a premium of approximately 13.3% versus Accredited's 20-day volume weighted average share price ending on June 1, 2007. Accredited's Board of Directors, on the unanimous recommendation of a Special Committee composed entirely of independent directors, has unanimously approved the transaction. The acquisition will be effected pursuant to a merger agreement. Accredited is represented in the transaction by its financial advisors, Bear, Stearns & Co. Inc., Friedman, Billings Ramsey Group Inc. and Houlihan Lokey Howard & Zukin, and its legal counsel, Dewey Ballantine LLP and Morris, Nichols, Arsht & Tunnell LLP. Bear, Stearns & Co. Inc. and Houlihan Lokey Howard & Zukin each rendered an opinion to Accredited's Special Committee regarding the fairness, from a financial point of view, of the consideration to be received by Accredited's stockholders pursuant to the tender offer and the merger. Accredited retained Bear, Stearns & Co. Inc. as financial advisor in connection with a formal process to explore "strategic alternatives" and in arranging a $230 million term loan from Farallon Capital, LLC in April 2007. Lone Star is represented in the transaction by its financial advisor Piper Jaffray & Co., and its legal counsel, Sullivan & Cromwell LLP. About Lone Star Funds Lone Star -- http://www.lonestarfunds.com/-- is a U.S. private equity firm. Since 1995, the principals of Lone Star have organized private equity funds totaling more than $13.3 billion to invest globally in corporate secured and unsecured debt instruments, real estate related assets and select corporate opportunities. About Accredited Mortgage Loan REIT Trust Accredited Mortgage Loan REIT Trust, a subsidiary of Accredited Home Lenders Holding Co., is a Maryland real estate investment trust that was formed in May 2004 for the purpose of acquiring, holding and managing real estate assets. About Accredited Home Lenders Holding Co. Headquartered in San Diego, California, Accredited Home Lenders Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a mortgage company operating throughout the U.S. and in Canada. Founded in 1990, the company originates, finances, securitizes, services, and sells non-prime mortgage loans secured by residential real estate. * * * As reported in the Troubled Company Reporter on April 5, 2007, Accredited received waivers of certain covenants on three of its warehouse facilities, which have a combined total of approximately $100 million in outstanding advances at March 31, 2007. Accredited agreed with its lenders that it will not draw down additional borrowings under the facilities at the current time. ACTUANT CORP: S&P Rates Proposed $250MM Sr. Unsecured Notes at BB- ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' rating to Actuant Corp.'s proposed $250 million senior unsecured notes due 2017. The proceeds from the notes will be principally used to repay a portion of borrowings under the company's senior credit facility due 2009. In addition, Standard & Poor's affirmed its 'BB' corporate credit rating on the Butler, Wisconsin-based company. The outlook is stable. The proposed notes are rated one notch below the corporate credit rating due to the estimated level of priority obligations in the company's capital structure. The notes are guaranteed by Actuant's domestic subsidiaries, but unlike the senior credit facilities, do not have a pledge over portion of the stock of the company's material foreign subsidiaries. The ratings on Actuant reflect the company's aggressive financial risk profile, characterized by a somewhat high leverage and an acquisitive growth strategy. Actuant is a diversified manufacturer of branded standard and customized products for various niche automotive, industrial, and retail end markets. Products range from high-force hydraulic industrial tools, bolt tensioners, and specialized electrical tools to automotive convertible top and recreational vehicle leveling systems. AIRGAS INC: Cash Flow Protection Measures Cue S&P's Pos. Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Airgas Inc. to positive from stable. Airgas' 'BB+' corporate credit and 'BB-' subordinated debt ratings are affirmed. The outlook revision reflects the potential that cash flow protection measures and other key ratios will be sustained at or near current levels, which exceed expectations for the existing ratings. "Although periodic spikes in debt to fund acquisitions remain a meaningful risk factor, the company's respectable track record of integrating acquisitions, favorable earnings prospects, and good business fundamentals bolster prospects for credit quality metrics," said Standard & Poor's credit analyst Wesley E. Chinn. The ratings on Airgas incorporate ongoing, meaningful acquisition- related outlays, the moderate cyclicality of the manufacturing and industrial markets the company serves, and management's financial policies that favor the use of debt to help fund acquisitions. These negatives are tempered by Airgas' strong business risk profile, reflecting in part its position as the leading North American distributor of industrial gases and related equipment (generating sales of $3.2 billion), good operating margins, and stable cash flows. Within this industry, Airgas has the broadest geographic coverage, via its distribution network in the U.S. encompassing more than 900 locations. The positive outlook recognizes the ongoing strengthening of the company's business fundamentals and resilient internal funds generation, which is benefiting from the uptrend in operating profits. The rise in profits is due in part to acquisitions, the strength in industrial markets, and growth in strategic products, including bulk, specialty, carbon dioxide, and medical gases. In addition to the planned significant packaged gases acquisition, Airgas will continue to make periodic acquisitions to strengthen its position in existing markets, provide new locations, and create cross-selling opportunities to the customers that are being acquired. The rating could be raised to 'BBB-' in the next 12 to 18 months if there is the likelihood that the funds from operations to total debt will be maintained close to 25% on average. AIRTRAN AIRWAYS: ISS Urges Midwest Shareholders to Vote Nominees ---------------------------------------------------------------- Institutional Shareholder Services, an independent proxy advisory service, recommends that Midwest Air Group, Inc. shareholders do not vote to reelect any of Midwest's three directors and instead use AirTran Airways, Inc.'s BLUE card to vote to elect AirTran's three nominees -- John Albertine, Jeffrey Erickson, and Charles Kalmbach -- to the Midwest Board of Directors at the annual meeting of shareholders to be held on June 14, 2007. Glass Lewis & Co., another advisory service, also recommended not electing any of Midwest's three directors and instead electing two of AirTran's nominees. "We are pleased that ISS and Glass Lewis, two truly independent corporate governance experts, have recommended that Midwest shareholders change the dynamics inside the Midwest boardroom by electing AirTran's nominees as Midwest directors," Joe Leonard, AirTran's chairman and chief executive officer, said. "These two advisory services separately issued strong rebukes against the Midwest board, their poor corporate governance record and their failure to fairly evaluate the AirTran merger offer. Their recommendations, combined with the fact that nearly 57% of Midwest's outstanding shares were tendered to AirTran pursuant to our tender offer should deliver a strong message to Midwest that it is time to sit down with us and negotiate a merger that will be beneficial to all of the Midwest stakeholders." In its report, ISS stated: * "We believe that the board should engage in negotiations with AirTran regarding its offer." * "An enticing premium and high percentage of tendered shares sends a strong signal that the company should enter into a good faith discussion with AirTran to explore the possibility of a combination." * "We believe that the inclusion of three dissident nominees on Midwest's board may help a more objective evaluation of the company's strategic alternatives." * " ... it is arguable as to whether [Midwest] can continue as a stand alone entity, given that with the entry of low cost carriers and reemergence of network airlines the competitive pressures would increase going forward." In its report, Glass Lewis stated: * "We believe the Midwest board of directors has failed to undertake actions that could prove beneficial to shareholders ... it is clear that a significant number of shareholders believe the offer is financially favorable." * "We find it concerning that the board continues to ignore shareholder sentiment. Furthermore, considering that management recently lowered its full year earnings estimates, we believe that shareholders should be concerned that the board has not explored more strategic options, including, discussions with AirTran." "By recommending that Midwest shareholders use the BLUE card to vote for the AirTran nominees, ISS and Glass Lewis join the majority of Midwest shareholders in voicing that they want Midwest to seriously consider the merits of a combination with AirTran and see how such a transaction will provide greater value for the Midwest shareholders, employees and customers," Mr. Leonard continued. "A combined AirTran-Midwest will be a stronger, truly national airline better positioned to compete in the increasingly competitive airline industry and generate value for shareholders, employees and Midwest's communities. "We are confident that once the new directors are elected, they will add a powerful voice inside the Midwest Boardroom and urge their fellow directors to behave fairly and consider all options and opportunities for the company in the interests of all shareholders. We urge shareholders to protect the value of their investment and vote for Mr. Albertine, Mr. Erickson and Mr. Kalmbach on the BLUE proxy card," concluded Mr. Leonard. Midwest shareholders who have questions about how to vote their shares may call AirTran's proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3422. (Banks and Brokers may call collect at (212) 750-5833). AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/-- operates over 600 daily flights to 50 destinations. The airline's hub is at Hartsfield-Jackson Atlanta International Airport, where it is the second largest carrier. AirTran Airways recently added the fuel-efficient Boeing 737-700 aircraft to create America's youngest all-Boeing fleet. The airline is also the first carrier to install XM Satellite Radio on a commercial aircraft and the only airline with Business Class and XM Satellite Radio on every flight. * * * As reported in the Troubled Company Reporter on Dec. 15, 2006, Standard & Poor's Ratings Services affirmed its ratings on AirTran Holdings Inc. and its primary operating subsidiary, AirTran Airways Inc., including the 'B-' corporate credit rating on AirTran Holdings. ALL AMERICAN: Rock River Wins Auction to Buy Operating Assets ------------------------------------------------------------- A two-party consortium of Rock River Capital LLC and the senior secured lenders of All American Semiconductor, Inc. emerged as the successful bidder for the sale of substantially all of the company's operating assets. Rock River is expected to continue operating the company as a going concern business utilizing the company's acquired assets. The auction included assets of the company's 33 subsidiaries in the United States, Canada, Mexico, Europe and Asia. Rock River did not purchase the company's commercial tort claims, avoidance actions, accounts receivable and certain other miscellaneous assets. Subject to Bankruptcy Court approval, the company's senior secured lenders were the successful bidders for the company's accounts receivable. None of the company's commercial tort claims or avoidance actions was sold. The aggregate purchase price from the auction is $15.2 million, which will be paid to Harris N.A. as agent for the senior secured lenders. The auction was conducted on May 31, 2007 at the Miami offices of the company's counsel, Squire, Sanders & Dempsey, LLP. The closing of the sale is set to occur no later than June 8, 2007. About All American Semiconductor Based in Miami, Florida, All American Semiconductor Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/-- is a distributor of electronic components manufactured by others. The company distributes a full range of semiconductors including transistors, diodes, memory devices, microprocessors, microcontrollers, other integrated circuits, active matrix displays and various board-level products. All American also distributes passive components such as capacitors, resistors and inductors; and electromechanical products such as power supplies, cable, switches, connectors, filters and sockets. The company also offers complete solutions for flat panel display products. In total, the company offers approximately 40,000 products produced by approximately 60 manufacturers. The company has 36 strategic locations throughout North America and Mexico, as well as operations in both Asia and Europe. The company and its debtor-affiliates filed for Chapter 11 protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No. 07-12963). Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey LLP, in West Palm Beach, Florida, represents the Debtors. Jerry M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A., and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the Committee. As of Feb. 28, 2007, total assets was $117,634,000 and total debts was $106,024,000. ALLEN SYSTEMS: S&P Rates Proposed $340 Million Loans at B --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Naples, Florida-based Allen Systems Group Inc. The outlook is stable. At the same time, Standard & Poor's assigned its 'B' bank loan rating and '3' recovery rating to the company's proposed $75 million first lien revolving credit facility (due 2012) and $265 million first lien term loan B (due 2014), reflecting S&P's expectation of meaningful (50%-80%) recovery of principal by lenders in the event of a payment default or bankruptcy. The first-lien senior secured bank loans are rated the same as the corporate credit rating. These ratings are based on preliminary offering statements and are subject to review upon final documentation. "Proceeds from the proposed credit facilities will be used to finance the acquisition of publicly held Mobius Management Systems Inc. for about $211 million, to refinance existing ASG debt, and to pay related fees and expenses," explained Standard & Poor's credit analyst Molly Toll-Reid. The ratings reflect ASG's currently modest EBITDA base, acquisitive growth strategy, and leveraged financial profile. These factors are partly offset by ASG's diversified customer base, a significant level of recurring revenues, and expanded product set. ASG and Mobius pro forma revenues for the 12 months ended March 31, 2007, were about $275 million, compared with ASG-only reported fiscal 2005 revenues of $169 million. Although ASG had fiscal 2006 EBITDA margins in the high-teens percentage, combined pro forma margins-not including anticipated cost reductions-for the 12 months ended March 31, 2007, are about 12% due to substantially lower historical profitability at Mobius. Cost reductions are expected to result in significant margin improvement over the near to intermediate term. However, the potential impact of personnel reductions on ASG's ability to sustain and grow new software license sales may not be fully apparent for at least several quarters. Following the proposed transaction, operating lease-adjusted total debt to EBITDA (including expected profitability improvements to be achieved in the second half of fiscal 2007) is expected to be in excess of 6x for fiscal 2007. S&P's expectation that leverage will trend below 6x in fiscal 2008 incorporates the assumption the company will achieve and sustain significant cost reductions and margin improvement, on moderate revenue growth. A 75% excess cash flow sweep under the proposed credit facility could result in some debt reduction over the intermediate term. However, S&P believe the company's acquisitive growth strategy will limit the achievement of a sustained reduction in debt leverage. ALLIANCE NIM: DBRS Places BB Ratings on 2 Series 2007-OA1 Notes --------------------------------------------------------------- Dominion has assigned these ratings to the Alliance NIM Notes, Series 2007-OA1 issued by Alliance NIM Trust 2007-OA1. * $10.6 million Class N-1 rated at A * $2.4 million Class N-2 rated at BBB * $2.3 million Class N-3 rated at BB (high) * $1.3 million Class N-4 rated at BB (low) The NIM notes are backed by a 100% interest in the Class CE Certificates issued by Alliance Bancorp Trust 2007-OA1. The Class CE Certificates will be entitled to all net monthly excess cash flows and prepayment premiums or charges received in respect of the mortgage loans in the Underlying Trust. Payments on the NIM Notes will be made on the 25th of each month commencing in June 2007. Interest payments will be distributed sequentially to the holders of Class N-1 through N-4 Notes, followed by principal payments distributed sequentially to the holders of Class N-1 through N-4 Notes until the Note balance of such class has been reduced to zero. Any remaining amounts will be distributed to the holders of Class C. The mortgage loans in the Underlying Trust were originated or acquired by Alliance Bancorp and Alliance Bancorp, Inc., formerly known as United Financial Mortgage Corp., respectively. ALPINE SECURITIZATION: DBRS Rates $125 Million Facility at BB ------------------------------------------------------------- Dominion Bond Rating Service has confirmed the rating of R-1 (high) for the Commercial Paper issued by Alpine Securitization Corp., an asset-backed commercial paper vehicle administered by Credit Suisse, New York Branch. In addition, DBRS has confirmed the ratings and revised the tranche sizes of the aggregate liquidity facilities provided to Alpine by Credit Suisse. Initial ratings were assigned on March 30, 2007. Ratings confirmed on May 31, 2007, are: * Commercial Paper rated R-1 (high) The $13,516,999,363 Aggregate Liquidity Facilities are: * $13,101,847,707 rated AAA * $109,760,738 rated AA * $67,549,853 rated A * $86,045,163 rated BBB * $125,259,735 rated BB * $25,199,059 rated B * $1,337,108 unrated Ratings are based on March 31, 2007 data. The CP rating reflects the AAA credit quality of Alpine's asset portfolio based on an analysis that: 1. disregards credit support, if any, that may be provided By Liquidity; and 2. takes into account credit support provided by the $1.1 billion program-wide credit enhancement in the form of a Cash Collateral Account. The rating is also based on the R-1 (high) rating of Credit Suisse, the provider of the Liquidity. The ratings assigned to Liquidity reflect the credit quality of Alpine's asset portfolio based on an analysis that: 1. again disregards credit support, if any, that may be provided by Liquidity; and 2. in contrast to the CP rating, does not take into account PWCE. The tranching of Liquidity reflects the credit risk of the portfolio at each rating level. The tranche sizes are expected to vary each month based on changes in portfolio composition. Both CP and Liquidity are rated in accordance with a simulation methodology developed by DBRS to analyze diverse ABCP conduit portfolios. This analysis uses the DBRS CDO Toolbox simulation model, with adjustments to reflect the unique structure of an ABCP conduit and its underlying assets. Using this methodology, DBRS determines attachment points based on the credit quality of the assets. DBRS models the portfolio based on key inputs such as asset credit quality, asset tenors, correlations and recovery rates. Alpine is the first conduit rated with this methodology. DBRS expects that investors will benefit from the added transparency offered by this analysis. DBRS will model the portfolio on an ongoing basis to reflect changes in Alpine's portfolio composition and credit quality. The rating results will be updated and posted on the DBRS website. AMF BOWLING: S&P Lowers Rating on Proposed $285MM Facilities to B ----------------------------------------------------------------- Standard & Poor's Ratings Services changed its bank loan and recovery ratings on the proposed senior secured financing of Mechanicsville, Virginia-based AMF Bowling Worldwide Inc. (B/Negative/--), following a change in the final capital structure since the time of the original rating. S&P lowered the rating on the proposed $285 million first-lien credit facilities to 'B' from 'B+'. The recovery rating was revised to '2', indicating the expectation for substantial recovery in the event of a payment default, from '1'. The first-lien credit facilities consist of a $40 million revolving credit facility due 2012 and a $245 million term loan B due 2013. The bank loan rating on the company's $80 million second-lien term loan due 2013 remains unchanged at 'CCC+', two notches below the corporate credit rating on AMF. The '5' recovery rating indicates the expectation for negligible recovery in the event of a payment default because of the loan's junior lien position and the substantial amount of first-lien debt. Ratings List AMF Bowling Worldwide Inc. Corporate Credit Rating B/Negative/-- $80 Mil Second-Lien Term Loan CCC+ Recovery Rating 5 Ratings Lowered AMF Bowling Worldwide Inc. To From -- ---- $285 Mil First-Lien Credit Facilities B B+ Recovery Rating 2 1 ASC INC: Court Approves Sale of Business to Hancock Park -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan gave ASC Inc. authority to sell its business to an affiliate of Hancock Park Associates for $14.7 million subject to higher and better offers, Bill Rochelle of Bloomberg News reports. The auction, Bloomberg says, will be on June 13, 2007, while the deadline for submission of competing bids is June 8. The Court is set to consider approval of the sale at a June 20 hearing. Earlier, Bloomberg reported that the Official Committee of Unsecured Creditors expressed its opposition to the proposed sale of the Debtor's assets to Hancock Park's affiliate. According to that report, the Committee argued that it "has not received even one document or piece of information from" ASC about the proposed sale. The Committee also said it has no information "to determine whether Hancock in fact has the financial ability to actually close the contemplated transaction," Bloomberg relates. The Debtor disclosed in a press statement early last month that Hancock Park agreed to purchase the automotive "open air" roof- systems unit and the automotive design-services unit of ASC from its owner, American Specialty Cars Holdings LLC. Terms of the transaction were not disclosed. ASC arranged for debtor-in-possession financing from Comerica Bank, which will be used by ASC to fund normal business operations. About Hancock Park Associates Headquartered in Los Angeles, California, Hancock Park Associates -- http://www.hpcap.com/-- is a private equity investment firm founded in 1986 which focuses on small to mid-size businesses in the retail and manufacturing industries and is the principal shareholder in Irvine, California-based Saleen Inc. About ASC Incorporated Headquartered in Southgate, Michigan, ASC Incorporated -- http://www.ascglobal.com/-- is a supplier of highly engineered roof systems and of design services for the world's automakers. The company filed for Chapter 11 protection on May 2, 2007, (Bankr. E.D. Mich. Case No. 07-48680) Gary H. Cunningham, Esq. and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C. represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debts from $1 million to $100 million. ATLAS PIPELINE: S&P to Holds Negative Watch Despite Anadarko Deal ----------------------------------------------------------------- Standard & Poor's Ratings Services said that the 'BB-' corporate credit rating on Atlas Pipeline Partners L.P. remains on CreditWatch with negative implications following the company's announcement of its agreement to acquire control of Anadarko Petroleum Corp.'s interests in the Chaney Dell and Midkiff/Benedum midstream assets for $1.85 billion. The ratings on Atlas Pipeline were originally placed on CreditWatch on May 21, 2007, following Atlas Energy Resources' announcement of its agreement to acquire DTE Gas & Oil Co., a wholly owned subsidiary of DTE Energy Co., for $1.225 billion. AVAYA INC: Inks Merger Agreement with Silver Lake and TPG Capital ----------------------------------------------------------------- Avaya Inc. has entered into a definitive merger agreement with Silver Lake and TPG Capital for approximately $8.2 billion or $17.50 per common share. Under the terms of the agreement, Avaya shareholders will receive $17.50 in cash for each share of Avaya common stock they hold, representing a premium of approximately 28 percent over Avaya's closing share price of $13.67 on May 25, 2007, the last trading day prior to published reports regarding a potential transaction, and a premium of approximately 33 percent over Avaya's average closing share price of $13.17 during the 30 trading days ending May 25, 2007. "After an extensive review of Avaya's strategic alternatives with Avaya management and our financial advisors, the board of directors of Avaya determined that this transaction with Silver Lake and TPG provides the best value for Avaya's shareholders," said Phil Odeen, non-executive chairman of Avaya's board of directors. Avaya's board of directors has approved the merger agreement and resolved to recommend that Avaya shareholders adopt the agreement. "In addition to delivering compelling value for our shareholders, the partnership with Silver Lake and TPG also creates clear value for Avaya employees and customers," said Louis J. D'Ambrosio, president and CEO, Avaya. "The investment in our people and technology and the operating structure will enable us to extend our technology and services leadership and continue to deliver the "gold standard" of communication solutions in the industry." "Our interests are aligned with the long-term interests of Avaya's customers and employees," said David Roux, a co-founder and managing director of Silver Lake. "We have full confidence in Avaya's excellent management to build on the company's remarkable technology and history, which spans more than a century, to deploy advanced IP communications solutions as a source of competitive advantage for customers." "As one of the earliest private investors in technology and telecommunications, TPG has come to know and admire Avaya for its roster of leading customers, history of product innovation and commitment to customer service," said John Marren, a partner of TPG. "We look forward to working with our partners at Silver Lake and the company's excellent team to continue to build this exciting franchise." The transaction is expected to be completed in the fall of 2007, subject to receipt of shareholder approval and customary regulatory approvals, as well as satisfaction of other customary closing conditions. There is no financing condition to the obligations of the private equity group to consummate the transaction, and equity and debt commitments for the merger consideration have been received. The merger agreement provides for Avaya to solicit proposals from third parties during the next 50 days. In addition, the company may, at any time, subject to the terms of the agreement, respond to unsolicited proposals. There can be no assurance that the process will result in an alternative transaction. Avaya does not intend to disclose developments with respect to the solicitation process unless and until its board of directors has made a decision. Credit Suisse is serving as exclusive financial advisor to Avaya and its board of directors. Weil, Gotshal & Manges LLP acted as legal advisor to Avaya in connection with the transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Avaya's board in connection with the transaction. Citi and Morgan Stanley acted as financial advisors to Silver Lake and TPG and have committed, together with JPMorgan, to provide debt financing for the transaction. Ropes & Gray is acting as legal advisor to Silver Lake and TPG. About Silver Lake Silver Lake -- http://www.silverlake.com/-- is an investment firm focused on large scale investments in technology, technology- enabled, and related growth industries. About TPG Capital TPG Capital -- http://www.tpg.com/-- is a global buyout group of TPG, a private investment firm founded in 1992, with more than $30 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai, Shanghai, Singapore and Tokyo. About Avaya Headquartered in Basking Ridge, New Jersey, Avaya, Inc. (NYSE:AV) -- http://www.avaya.com/-- designs, builds and manages communications networks for more than one million businesses worldwide, including more than 90% of the FORTUNE 500(R). Avaya is a world leader in secure and reliable Internet Protocol telephony systems and communications software applications and services. * * * In January 2005, Moody's Investors Service upgraded the senior implied rating of Avaya Inc. to Ba3 from B1. Moody's said the ratings outlook is positive. BALLY TOTAL: Closes Sale of Canadian Fitness Centers ---------------------------------------------------- Bally Total Fitness has closed on the sale of its Toronto, Canada facilities to Extreme Fitness, Inc. and GoodLife Fitness Centres Inc., realizing net cash proceeds of approximately $18 million. "The strategic sale of our Canadian operations will better enable us to focus on our U.S. operations and leveraging our industry- leading fitness brand," Don R. Kornstein, interim Chairman and Chief Restructuring Officer of Bally Total Fitness, said. "This is a significant step in reshaping the operational footprint for Bally Total Fitness as we continue to focus on this important element of our restructuring. "The proceeds from the transaction will be reinvested into our business and increase our liquidity at June 1, 2007, to approximately $60 million." "The addition of the Bally clubs is a springboard to propelling GoodLife toward our goal of 100 clubs in Toronto," David Patchell- Evans, CEO and founder of GoodLife Fitness, said. "GoodLife is a 'Made in Canada' solution to fitness: 28 years of experience in the business and an award recipient of Canada's 50 Best Managed Company award 2003-2006 and the Consumer Choice Award for GTA 2001-2007. Our intent is to bring that same high quality of expertise in the fitness and wellness field to servicing these new clubs and our new members." "We are buying these great locations based on the fact that they match the quality and prestige of our current six Extreme Fitness clubs," Jim Solomon, Chief Executive Officer of Extreme Fitness, added. "Once the 20 million dollar renovation is complete, Extreme Fitness will have the 12 nicest health clubs in the city." About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial operator of fitness centers in the U.S., with over 400 facilities located in 29 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. * * * As reported in the Troubled Company Reporter on June 4, 2007, Bally Total Fitness reached an agreement in principle on the proposed terms of a consensual restructuring with certain holders of over 80% in amount of its 9-7/8% Senior Subordinated Notes due 2007. The company plans to implement the proposed restructuring through a pre-packaged Chapter 11 bankruptcy filing of the parent company, Bally Total Fitness Holding Corporation, and certain of its subsidiaries. BCI: To Make $40.98 Million Final Distribution on June 27 --------------------------------------------------------- BCI intends to make a $1.0245 per share or $40.98 million in the aggregate amount of final distribution to its shareholders of record on June 13, 2007, for payment on June 27, 2007. The Ontario Superior Court of Justice, in the context of BCI's Plan of Arrangement, has approved the Final Distribution. The Final Distribution will be in the form of a return of capital and is subject to the continued applicability of tax clearance certificates. On June 8, 2007, BCI's shares will begin trading "ex-distribution" at which time the shares will have no intrinsic value. Immediately after its Final Distribution, BCI intends to delist its shares from the NEX Exchange and to cancel all of its outstanding shares. On or about June 29, 2007, shareholders will no longer be able to obtain information about BCI from its website. Formal dissolution of BCI is expected to occur on Aug. 15, 2007. BCI (NEX: BI.H) - http://www.bci.ca/-- is operating under a court supervised Plan of Arrangement, pursuant to which BCI intends to monetize its assets in an orderly fashion and resolve outstanding claims against it in an expeditious manner with the ultimate objective of distributing the net proceeds to its shareholders and dissolving the company. BECO JOINT: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: BECO Joint Venture No. 1 8235 Douglas Avenue, Suite 300, LB 60 Dallas, TX 75225 Bankruptcy Case No.: 07-32701 Chapter 11 Petition Date: June 4, 2007 Court: Northern District of Texas (Dallas) Debtor's Counsel: Rosa R. Orenstein, Esq. Mugdha Shashank Kelkar, Esq. Orenstein & Associates 1401 Elm Street, Suite 3700 Dallas, TX 75202 Tel: (214) 757-9191 Fax: (214) 757-9080 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. BEST MANUFACTURING: Ch. 7 Trustee Hires Norris as Special Counsel ----------------------------------------------------------------- The United States Bankruptcy Court for the District of New Jersey gave Stacey L. Meisel, the Chapter 7 Trustee for Best Manufacturing Group LLC and its debtor-affiliates, authority to employ Norris McLaughlin and Marcus PA as her special counsel. As reported in the Troubled Company Reporter on June 4, 2007, Norris McLaughlin is expected to: a) represent the Trustee as Special Litigation Counsel, in connection with the potential causes of action held by the Debtors' against insiders and others; b) represent the Trustee in connection with matters involving BMG Investors LLC and baker Realty of New Jersey LLC; and c) perform tasks assigned by the Trustee, in connection with the Debtors' cases, which are not duplicative with the Trustee's general counsel. Morris S. Bauer, Esq., a member at Norris McLaughlin and Marcus PA, told the Court of the firm's hourly rate: Professional Hourly Rate ------------ ----------- Morris Bauer $415 Member $240-$515 Associate $175-$285 Paralegal $125-$150 Mr. Bauer assured the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Bauer can be reached at: Norris McLaughlin and Marcus PA P.O. Box 1018 No. 721 Route 202 - 206 Somerville, NJ 08876-1018 Tel: (908) 722-0700 Headquartered in Jersey City, New Jersey, Best Manufacturing Group LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture and distribute textiles, career apparel and other products for the hospitality, healthcare and textile rental industries with satellite operations located across the United States, Canada, Mexico and Asia. The company and four of its subsidiaries filed for chapter 11 protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415). The case was converted to Chapter 7 on May 3, 2007. Stacey L. Meisel was appointed as Chapter 7 Trustee on May 4, 2007. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the Debtors. Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, and Brian L. Baker, Esq., and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. BRISTOW GROUP: S&P Rates $250 Million Senior Notes at BB -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating to helicopter service company Bristow Group Inc.'s $250 million senior notes due 2017. At the same time, Standard & Poor's affirmed the 'BB' corporate credit rating and all other ratings on the company. The outlook is negative. Pro forma for the offering, Houston, Texas-based Bristow will have approximately $640 million of debt, adjusted for operating leases and postretirement benefit obligations. "Ratings reflect the company's exposure to the highly cyclical and volatile oil and gas industry, exposure to weather and seasonal fluctuations that might limit flight hours, an expanding capital spending program, and aggressive financial leverage," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "These weaknesses are partially mitigated by Bristow's significant market share and geographic diversity." Bristow's high debt leverage, expanded capital expenditure program, and lack of free cash flow in the near term are primary factors for the negative outlook. Should either the SEC or Department of Justice investigation negatively affect Bristow, or if Bristow's operational performance or financial measures deteriorate, then lower ratings would result. Conversely, improved operating performance and financial measures would result in an outlook revision to stable. BUCYRUS INT'L: S&P Revises Recovery Ratings on Credit Facilities ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Bucyrus's credit facilities. The bank loan rating remains 'BB-', however the recovery rating was revised to '3' from '4', indicating S&P's expectation that these lenders would receive meaningful recovery (50%-80%) in a payment default. The paydown of more than $300 million in the term loan -- to $500 million from $825 million from proceeds of a recent equity offering -- was the primary reason for the rating change. The corporate credit rating on Bucyrus is BB-/Positive/-- The rating reflects the company's position in the cyclical niche market for surface mining equipment, and with the DBT acquisition, in underground mining equipment manufacturing. The cyclical upturn in volatile commodity markets has contributed to improved financial measures that support Bucyrus' narrow focus. However, the acquisition increased the company's debt leverage, exposure to the cyclical mining business, and its dependence on coal. Ratings List Bucyrus International Inc. Corporate credit rating BB-/Positive/-- Senior secured BB- Ratings Revised To From -- ---- Recovery rating 3 4 CA INC: Case Dismissal Prompts S&P to Revise Outlook to Stable -------------------------------------------------------------- Standard & Poor's Rating Services affirmed its 'BB' corporate credit and senior unsecured debt ratings on Islandia, New York- based CA Inc. At the same time, S&P revised the outlook to stable from negative. "The outlook revision reflects the dismissal by the U.S. Attorney's Office for the Eastern District of New York of all pending charges against the company, and CA's fulfillment of the terms of its deferred prosecution agreement entered into in September 2004," said Standard & Poor's credit analyst Philip Schrank. Additionally, CA has remediated all material weaknesses identified in its 2006 10-K. The ratings are supported by a stable revenue base, favorable business prospects, and strong cash flow generation. The company's diversified, high-margin software portfolio is viewed as defensible because of high switching costs and entrenched customer relationships. Customer spending priorities continue to favor security software, application server software, and storage software--three prominent segments of CA's product portfolio. Mainframe products, although mature, should continue to generate predictable profits and cash flow. Revenue growth should be supported by significant investments in R&D and strategic acquisitions. S&P expect acquisitions to continue, albeit at a more moderate pace. However, S&P believe CA no longer possesses an investment-grade financial policy, in light of its board of directors' previously announced authorization of a $2 billion share repurchase, to be partly debt-financed. In September 2006, CA concluded a $1 billion tender offer which was $750 million debt financed. If the remaining $1 billion of share repurchases was to be entirely financed with debt, pro forma total debt to EBITDA could rise to above the 4x range, from about 3x currently. At the 'BB' rating level, S&P expect CA will continue to generate strong free cash flow, and manage its debt levels at about 4x or below over the intermediate term. Free cash flow in fiscal 2007 was in the $800 million range (compared with historical levels above $1 billion, a result of cash restructuring charges, and is expected to recover to historical levels as improvements in the expense structure are realized. CALPINE CORP: Greenfield Unit Obtains $650 Million Financing ------------------------------------------------------------ Calpine Corporation subsidiary Greenfield Energy Centre L.P. has obtained $650 million in non-recourse project financing. Greenfield Energy, which is currently constructing a 1,005- megawatt natural gas-fired, combined-cycle electric generating plant in St. Clair Township, Ontario, Canada, is a limited partnership between subsidiaries of Calpine Corporation and Mitsui & Co., Ltd. Calpine Chief Executive Officer Robert P. May stated, "As one of North America's most environmentally responsible power producers, Calpine is dedicated to developing clean, reliable and cost- effective energy solutions for its customers. This financing is a significant milestone in our progress towards supplying Ontario with a much-needed, low-carbon energy resource. We appreciate the opportunity to work with our partner, Mitsui, and Ontario Power Authority in providing a new source of reliable power generation, and also are very pleased with the support of the lead banks in arranging this financing package." The financing was co-arranged by BMO Capital Markets, a business unit of BMO Financial Group, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and is structured as a construction loan facility that will convert to an 18-year term loan facility once the plant begins commercial operations. The Greenfield Energy Centre entered construction in late 2005. The plant is scheduled to commence commercial operations in 2008, and will operate under a 20-year Clean Energy Supply Contract awarded by the Ontario Power Authority in 2005. Greenfield is a non-debtor Calpine affiliate and is not a party to Calpine's U.S. or Canadian bankruptcy proceedings. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. Calpine Corp. has until June 20, 2007, to file a plan, and until Aug. 20, 2007, to solicit acceptances of that plan. CATHOLIC CHURCH: Spokane Emerges from Bankruptcy ------------------------------------------------ The Diocese of Spokane, after 30 months in bankruptcy, on May 31, 2007, emerged from Chapter 11, reports the Associated Press. According to the AP, the Diocese's lawyer, Shaun M. Cross, Esq., at Paine Hamblen Coffin Brooke & Miller LLP, in Spokane, Washington, filed the final paperwork certifying that the Diocese complied with requirements set forth in its Second Amended Joint Plan of Reorganization at 4:10 p.m., May 31, effectively marking the end of bankruptcy. As previously reported, Bishop William Skylstad and parishioners must raise $48,000,000 to settle victims' claims. KING5.com says the Diocese received donations from all over the country to help contribute to the $48,000,000 settlement fund. As of Thursday night, $20,000,000, organized out of Seattle, was wired to the Diocese's plan trustee, Gloria Z. Nagler, Esq., at Nagler & Associates in Seattle, Washington. Most of the money came from insurance settlements, KING5.com explains. The AP's John K. Wiley reports that the Diocese is raising $18,000,000 through sales of property and contributions from Catholic entities and loans, while its 82 parishes are raising $10,000,000. Mr. Cross says local parishes in Spokane are doing well in meeting their $10,000,000 contribution. In fact, parishes recently sent out letters asking Spokane Catholics to donate as much as $1,000 per family, KING5.com notes. Mr. Cross added that nearly $24,000,000 has been raised so far and that the entire $48,000,000 settlement could be completely paid off by October 1, 2007, KING5.com says. According to Greg Arpin, one of the Diocese's attorneys, the next step is to divide the $48,000,000 among 175 sexual abuse claimants in accordance with the provisions of the Joint Plan. The tort claimants will receive claim amounts ranging from $15,000 to $1,500,000, depending on the circumstances and the effects of the abuse to the victims, says the AP. "This is the end of a difficult chapter for the diocese and the start of a new day for it," the AP quotes Mr. Arpin. "We're very pleased to come out of this tragic and difficult period, and looking forward to a new life for the Catholic Church in Eastern Washington." Bishop Skylstad, who is also the president of the U.S. Conference of Catholic Bishops, had no immediate comment, says Ms. Wiley. The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed the Debtor's plan. (Catholic Church Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: San Diego Wants Lease-Decision Period Extended --------------------------------------------------------------- The Roman Catholic Bishop of San Diego asks the U.S. Bankruptcy Court for the Southern District of California to extend its lease decision period to September 25, 2007. The Debtor says that it provides administrative, management, and custodial services for the parishes, schools and other Catholic entities within the territory of the Diocese of San Diego. In this role, the Diocese regularly holds and administers property in the capacity of a trustee, for the use and enjoyment of the church as practiced by Catholics in the parishes. The Diocese leases various real properties, including its facility for mass and faith formation, offices and other properties related to the operations of its ministries. The Diocese is a named lessee, tenant or user under unexpired nonresidential real property leases that relate to the use or occupancy of real property located at: * 0018, 9500 Gilman Drive, in La Jolla, California, known as the UCSD International Center; * UCSD Campus 0081, in La Jolla, California, known as the Center for Ethics and Spirituality; * 4321 Eastgate Mall, in San Diego, California; and * 350 W. Orange Avenue, in El Centro, California, which is used as an office. Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona, tells the U.S. Bankruptcy Court for the Southern District of California that since San Diego's Chapter 11 case has been pending for three months, the Diocese has not had sufficient time to evaluate and decide which Leases should be assumed or rejected. Over the next 90 days, the Diocese intends to complete its analysis of the Leases, their impact on its financial situation, and their potential value in formulating a plan of reorganization. Ms. Boswell contends that only then can the Diocese reasonably assume or reject the Leases. The Roman Catholic Diocese of San Diego in California -- http://www.diocese-sdiego.org/-- employs approximately 3,000 people in various areas of work. The Diocese filed for Chapter 11 protection just before commencement of the first of court proceedings for 140 sexual abuse lawsuits filed against the Diocese. Authorities of the San Diego Diocese said they were not in favor of litigating their cases. The San Diego Diocese filed for chapter 11 protection on Feb. 27, 2007 (Bankr. S.D. Calif. Case No. 07-00939). Gerald P. Kennedy, Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents the Diocese. In its schedules of assets and liabilities, the Diocese listed total assets of $152,510,888 and total liabilities of $72,754,092. The Diocese's exclusive period to file a chapter 11 plan of reorganization expires on June 27, 2007. On March 27, 2007, the Debtor filed its plan and disclosure statement. (Catholic Church Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: San Diego Panel Wants KPMG as Accountant --------------------------------------------------------- The Official Committee of Unsecured Creditors of The Roman Catholic Bishop of San Diego seeks authority from the U.S. Bankruptcy Court for the Southern District of California to retain KPMG LLP as its accountant advisors, nunc pro tunc to March 27, 2007. James I. Stang, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Los Angeles, California, relates that KPMG will be retained for the sole purpose of advising the Creditors Committee on the (i) valuation and construction of Mater Dei Catholic High School and Mater Dei Catholic Parish, (ii) the valuation of Marian Catholic High School, and (iii) issues relating to the alleged financial arrangements with the ALSAM Foundation. KPMG is the audit, tax and advisory firm, and the U.S. member firm, of KPMG International. As advisors, KPMG will research, analyze, consult and testify regarding the valuation and construction issues related to the Parish and Schools, and arrangements with ALSAM. KPMG will be compensated at its regular hourly rates and reimbursed for expenses incurred. KPMG's hourly rates are: Partner/Managing Director $425 Manager 315 Senior Consultants 225 Staff Consultants 150 Para-Professional 105 Randi Rosen, KPMG's tax managing director, assures the Court that KPMG neither holds nor represents an interest adverse to the interests of the estate, creditors or equity security holders of the Diocese. The Roman Catholic Diocese of San Diego in California -- http://www.diocese-sdiego.org/-- employs approximately 3,000 people in various areas of work. The Diocese filed for Chapter 11 protection just before commencement of the first of court proceedings for 140 sexual abuse lawsuits filed against the Diocese. Authorities of the San Diego Diocese said they were not in favor of litigating their cases. The San Diego Diocese filed for chapter 11 protection on Feb. 27, 2007 (Bankr. S.D. Calif. Case No. 07-00939). Gerald P. Kennedy, Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents the Diocese. In its schedules of assets and liabilities, the Diocese listed total assets of $152,510,888 and total liabilities of $72,754,092. The Diocese's exclusive period to file a chapter 11 plan of reorganization expires on June 27, 2007. On March 27, 2007, the Debtor filed its plan and disclosure statement. (Catholic Church Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Davenport Wants to Sell Farm for $310,000 ---------------------------------------------------------- The Diocese of Davenport seeks authority from the U.S. Bankruptcy Court for the Southern District of Iowa to sell one of its surplus properties, free and clear of interest, including prepetition and postpetition claims, tax lien claims or any other claims. Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport, Iowa, relates that following Davenport's employment of three real estate agents, the Diocese has entered into a real estate listing agreement with Ruhl Commercial, Inc. The Agent has also procured a real estate agreement from a prospective buyer, which is acceptable to the Diocese. Mr. Davidson discloses that the farm at 3718 Telegraph Road, in Davenport, Iowa, will be sold to Charles Van Fossen for $310,000. Mr. Davidson informs the Court that the Diocese has determined that the purchase agreement with Mr. Van Fossen, which was negotiated at arm's-length and in good faith, represent the highest and best offer for the Property. The only known adverse interest in the Property is a judgment lien held by Michl D. Uhde by virtue of a judgment entered against the Diocese in September 2006, Mr. Davidson discloses. He adds that notice will be given pursuant to Rule 9014(b) of the Federal Rules of Bankruptcy Procedure. The Diocese further seeks the Court's authority to: (a) pay $21,700 from the net sale proceeds to Ruhl Commercial for the sale of the farm; and (b) pay the normal and customary expenses of the sale, including title and abstract charges, recording fees, and all other costs and expenses. The Diocese asks the Court to waive the 10-day stay provision in Rule 6006(g) of the Federal Rules of Bankruptcy Procedure because the sale is not contested and the Potential Purchaser desire to close on the transaction as soon as possible. The Property is being sold AS-IS, WHERE-IS, with no representations or warranties, except for what is stated in the Purchase Agreement between the Diocese and the Purchaser. The Diocese of Davenport in Iowa filed for chapter 11 protection (Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006. Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the Davenport Diocese in its restructuring efforts. Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang Zhiel Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. In its schedules of assets and liabilities, the Davenport Diocese reported $4,492,809 in assets and $1,650,439 in liabilities. Davenport's exclusive period to file a plan will expire on Aug. 15, 2007. Its exclusive period to solicit acceptances of its plan will expire on Oct. 14, 2007. (Catholic Church Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CENTRAL PARKING: S&P Affirms B Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its bank loan and recovery ratings on Central Parking Corp.'s senior secured first- lien and second-lien bank facilities, following the company's recent announcement that it added $10 million to the first-lien term loan facility and increased the first-lien revolving credit facility by $5 million. S&P also affirmed the 'B' corporate credit rating on Nashville, Tennessee-based Central Parking. The outlook is negative. At the same time, the CMBS debt issued by the Central Parking's property company was reduced to $415.3 million from $417.8 million. The first-lien credit facility is rated 'B', with a recovery rating of '3', indicating an expectation for meaningful (50%-80%) recovery of principal in the event of a payment default. S&P affirmed the 'CCC+' bank loan and '5' recovery ratings on the company's $50 million second-lien term loan facility. The '5' recovery rating indicates an expectation for negligible (0%-25%) recovery of principal in the event of a payment default. Following the execution of the new credit facilities on May 22, 2007, the ratings on Central Parking's previous credit facilities are withdrawn. Central Parking's senior secured credit facilities now consist of: * an $80 million first-lien revolving credit facility maturing in 2013; * a $55 million synthetic letter of credit facility due 2014; * a $235 million first-lien senior secured term loan B maturing in 2014; and * a $50 million second-lien term loan facility due 2014. Ratings List Ratings Affirmed Central Parking Corp. Corporate Credit Rating B/Negative/-- Senior Secured First-Lien Credit Facilities B Recovery Rating 3 Second-Lien Term Loan CCC+ Recovery Rating 5 COLLINS & AIKMAN: Plan Confirmation Hearing Postponed to July 12 ---------------------------------------------------------------- The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan adjourned the hearing to consider the confirmation of Collins and Aikman Corp. and its debtor-affiliates' First Amended Joint Plan to July 12, 2007, at 9:30 a.m., Eastern Time. The hearing may be continued from time to time by the Court or by the Debtors with written notice of any adjournment from the Debtors to pertinent parties, including to those who timely filed objections to confirmation of the Plan. According to Jewel Gopwami of the Detroit Free Press, a company spokesman said that the Debtor wants the Court to authorize the sale of its automotive flooring and acoustic components business for $126 million to Wilbur Ross' International Automotive Components Group North America Inc. The hearing, which has been adjourned three times, was originally scheduled to commence April 19. The Debtors, prior to the first postponement, told the Court that they needed a 'short' extension to satisfy all the requisites for confirmation. As reported in the Troubled Company Reporter on April 23, 2007, the Debtors have worked extensively with their major constituents to market and sell the Debtors' assets, in accordance with the deadlines set forth in the Plan and the customer agreement among the Debtors and their major customers, and settle several major outstanding creditor disputes. Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and Disclosure Statement. On Dec. 22, 2006, they filed an Amended Joint Chapter 11 Plan. The Court approved the adequacy of the Amended Disclosure Statement. COMMONWEALTH EDISON: S&P Lowers Corporate Credit Rating to BB ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Commonwealth Edison Co. to 'BB' from 'BBB-'. The rating remains on CreditWatch with negative implications. In addition, the 'BBB+' corporate credit ratings on Exelon Corp., Exelon Generation Co. LLC, and PECO Energy Co. are unchanged and remain on CreditWatch negative. ComEd's downgrade is predicated on these reasons: -- While the Illinois legislative session was extended into the summer, making passage of any bill contingent on a three- fifths majority vote, S&P believe that legislators remain under pressure to address constituent demands for rate relief. -- Reports that senators from the southern part of the state refuse to allow the state's budget to go to a floor vote until concrete rate relief in excess of the $500 million relief package currently offered by the state's utilities and generators is secured raises concerns that the ultimate conclusion in this debate could very well be a rate freeze. -- S&P note that HB1750--the original three-year rate freeze that the House passed in March--which up until this week had been considered a long-shot in the Senate was passed out of committee in its original form. The bill can be called to a floor vote at any time. If passed by the senate, the bill would go directly to Governor Blagojevich, who has over the past year voiced his support for a rate freeze. -- The best-case scenario at the moment appears to be a concession package that will cost ComEd more than $100 million (and ExGen and other generators about $300 million) without any guaranteed assurances that future legislators will not try to introduce rate freeze legislation once again come next heating or cooling season. The ratings on Exelon and its non-Illinois subsidiaries are unchanged based on: -- If all parties agree to a concession package, S&P assume ExGen's final contribution will be more than manageable for the company. If legislators' demands become excessive, S&P believe there will be no accord, in which case rate-freeze legislation becomes more likely. -- An extension of the Illinois rate freeze and rollback of rates would heighten counterparty credit risk at ExGen and asset- impairment risk at Exelon. It would also expose Exelon to ComEd's pension obligations, which are joint and several obligations of Exelon. That being said, as S&P have indicated in previous reports, if a rate freeze occurs, S&P would expect the damage to Exelon and its non-Illinois subsidiaries to be contained. -- Over the past year, Exelon has taken several steps to distance itself from ComEd. These steps have included removing ComEd as a borrower under Exelon's existing credit facilities, removing provisions that would treat ComEd as a significant subsidiary under those facilities, and obtaining a nonconsolidation opinion regarding ComEd. The ratings on all four companies could be lowered if rate-freeze legislation is passed. If the threat of legislation diminishes, Standard & Poor's would remove all ratings from CreditWatch and stabilize the current ratings. COMMUNITY HEALTH: S&P Holds Negative Watch on Pending Triad Buy --------------------------------------------------------------- Standard & Poor's Ratings Services said its corporate credit rating on Brentwood, Tennessee-based hospital owner and operator Community Health Systems Inc. (BB-/Watch Neg/--) remains on CreditWatch with negative implications, where it was originally placed on March 20, 2007. The CreditWatch listing reflects the company's pending acquisition of Triad Hospitals Inc. in a transaction valued at about $6.8 billion. "If the transaction closes as expected, early in the third quarter, we will then lower the corporate credit rating to 'B+' and the outlook will be stable," explained Standard & Poor's credit analyst David Peknay. At the same time, S&P will assign these ratings to the proposed issues that will finance the acquisition of Triad as well as refinance the existing debt of both companies: * $750 million revolving credit facility: 'BB-' ('1' recovery rating) * $500 million delayed draw term loan: 'BB-' ('1' recovery rating) * $5.7 billion term loan B: 'BB-' ('1' recovery rating) * $3.365 billion senior notes: 'B-' The lower corporate credit rating will reflect the significantly higher amount of debt that will weaken the company's financial risk profile. When the transaction is completed, we will withdraw the ratings on Community's existing debt. CREDIT SUISSE: S&P Puts Developing Watch on 3 Certificates' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on three classes of commercial mortgage pass-through certificates issued by Credit Suisse First Boston Mortgage Securities Corp.'s series 2001-FL2 on CreditWatch with developing implications. Concurrently, S&P affirmed its ratings on three notional balance interest-only classes from the same series. The CreditWatch placements follow Standard & Poor's analysis of the remaining asset in the pool, the Hotel Royal Plaza in Orlando, Florida, which is REO. The CreditWatch placement will remain in effect while S&P monitor efforts by the special servicer, Archon Group, to liquidate the property, which is expected to occur during the second half of 2007. The analysis indicated that sales proceeds should be sufficient to repay amounts outstanding on the securities at the time of liquidation, including accumulated interest shortfalls. The classes remain vulnerable to losses, however. The analysis included a revaluation of the hotel based on data recently provided by the special servicer, including a Member Appraisal Institute appraisal dated March 2007, the 2007 budget, and actual operating statements for January and February 2007. As of the May 17, 2007, remittance report, the Hotel Royal Plaza asset had a total exposure of $51.5 million, which included $16.5 million of servicer advances. The property was forced to close after it sustained extensive damage from hurricanes Charley, Frances, and Ivan. It was first transferred to the special servicer in November 2001 and became REO in 2005. The damage was repaired, and the property became fully operational in May 2006. Occupancy was 68.3% through year-end 2006, and the property's actual operating performance year-to-date in 2007 has outperformed the budget by 86%. The master servicer, KeyBank Real Estate Capital, has stopped advancing on the asset, and the cash flow generated by the property is being used to reduce the outstanding servicer advances. Archon has informed Standard & Poor's that it intends to liquidate the property in the second half of 2007. Ratings Placed on Creditwatch Developing Credit Suisse First Boston Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2001-FL2 Class Rating ----- ------ To From -- ---- J B-/Watch Dev B- K CCC/Watch Dev CCC L CCC-/Watch Dev CCC- Ratings Affirmed Credit Suisse First Boston Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2001-FL2 Class Rating ----- ------ AY 2 AAA AY3 AAA AY4 AAA CRICKET COMMS: S&P Holds Junk Rating on $1.035 Billion Sr. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC' rating on San Diego, California-based Cricket Communications Inc.'s $1.035 billion of senior unsecured notes due 2014. The amount includes a proposed $285 million tack-on to an existing $750 million of 9.375% senior unsecured notes. Simultaneously, S&P affirmed the 'B-' corporate credit rating on parent company Leap Wireless International Inc. The outlook is positive. Pro forma total debt is approximately $2.6 billion on an operating lease-adjusted basis. Proceeds from the notes, to be issued by Cricket under Rule 144A without registration rights, will be used to fund operating expenses and capital expenditures associated with the build out of new markets under the Advanced Wireless Services licenses, as well as for general corporate purposes. The notes are guaranteed by Leap. Ratings List Leap Wireless International Inc. Corporate Credit Rating B-/Positive/-- Cricket Communications Inc. Senior Unsecured CCC DAKOTA ARMS: Court Converts Chapter 11 Case to Chap. 7 Liquidation ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota converted Dakota Arms Inc.'s Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding, Bill Rochelle of Bloomberg News reports. In March 2007, Bloomberg reported that Dakota Arms obtained Court authority to sell substantially all of its assets to Technology Funding Group LLC for $1.12 million in cash plus the assumption of certain debt. According to that report, Technology Funding will subordinate its $8.9 million unsecured claim to the claims of other unsecured creditors and provide funding to continue a lawsuit aiming void the security interest held by First Western Securities LLC on the grounds that it was not properly perfected. After expenses, Technology Funding will split recoveries in the lawsuit, giving creditors 60% and keeping the rest, the report said. Alliance Management Inc. served as the Debtor's investment banker in the sale of its assets. For the engagement, Alliance Management will receive a $10,000 retainer, and a success fee of 3.00% of the purchase price paid for Debtor or its assets, provided that purchase price equals or exceeds $3 million. The firm's services will also be paid a straight hourly rate of $325. Headquartered in Sturgis, South Dakota, Dakota Arms Inc. sold guns and firearms. The company filed a chapter 11 petition on July 6, 2006 (Bankr. D. Minn. Case No. 06-41315). Faye Knowles, Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA represent the Debtor in its restructuring efforts. Henry T. Wang, Esq., at Gary Plant Mooty Mooty & Bennett PA, and Chrystal Donnell, Esq., at Faegre & Benson serve as counsel to the Official Committee of Unsecured Creditors. When the Debtor sought protection from its creditors, it estimated assets and debts between $1 million to $10 million. DORAL FINANCIAL: Receives $610 Million Offer from FBOP ------------------------------------------------------ Doral Financial Corp. has received an unsolicited letter from FBOP Corporation, a privately-held Oak Park, Illinois, bank holding company, offering, among other things, to purchase from Doral $610 million of common stock at approximately $1.41 per share, for an 80% ownership interest in Doral, with existing shareholders retaining the remaining 20%. The proposal is conditioned on, among other things, FBOP conducting diligence by June 30, 2007. Doral previously entered into a Stock Purchase Agreement dated as of May 16, 2007, with Doral Holdings Delaware LLC, or Holdings, a newly formed entity in which Bear Stearns Merchant Bank and other investors, including Marathon Asset Management, Perry Capital, the D. E. Shaw group, Tennenbaum Capital Partners, Eton Park Capital Management, Goldman Sachs & Co., Canyon Capital Advisors and GE Asset Management, will invest. Doral continues to be bound by the terms of the stock purchase agreement. Doral's Board of Directors will promptly review the terms of the proposal submitted by FBOP in a manner consistent with its obligations under the May 16, 2007 stock purchase agreement and the directors' fiduciary duties. Separately, Doral has received confirmation from Holdings that it has obtained sufficient additional equity commitments from investors to fund the proposed investment in Doral and that the condition to closing relating to obtaining additional commitments has been satisfied. The company advised the New York Stock Exchange on June 1, 2007, it has set June 11, 2007 as the record date for the Annual Meeting of Stockholders. About Doral Financial Corp. Based in New York City, Doral Financial Corporation (NYSE: DRL) -- http://www.doralfinancial.com/-- is a diversified financial services company engaged in mortgage banking, banking, investment banking activities, institutional securities and insurance agency operations. Its activities are principally conducted in Puerto Rico and in the New York City metropolitan area. Doral is the parent company of Doral Bank, a Puerto Rico based commercial bank, Doral Securities, a Puerto Rico based investment banking and institutional brokerage firm, Doral Insurance Agency Inc. and Doral Bank FSB, a federal savings bank based in New York City. * * * As reported in the Troubled Company Reporter on May 21, 2007, Fitch Ratings lowered Doral Financial Corporation's Long-term Issuer Default Rating to 'B' from 'B+'; Senior debt rating to 'B-' from 'B'; Preferred stock rating to 'CCC' from 'CCC+'; and Individual to 'E' from 'D/E'. At the same time, Moody's Investors Service said it is continuing its review of Doral Financial Corporation for possible downgrade. The ratings have been on review for possible downgrade since Jan. 5, 2007, when Doral was downgraded to B2 from B1 for senior debt. The review has centered on Doral's prospects for refinancing $625 million of debt maturing in July. DURA AUTOMOTIVE: Wants Two Remaining Key Leases Assumed ------------------------------------------------------- Dura Automotive Systems Inc. and its debtor-affiliates seek the U.S. Bankruptcy Court for the District of Delaware's authority to assume their Elkhart III and Brownsville non-residential property leases, and pay the amounts necessary to cure each lease. As previously reported, the Debtors conducted an analysis and review of all their outstanding leases and identified six prepetition unexpired leases. Four of the leases were determined to be beneficial to their estates and are subject to a prior request for assumption under Section 365 of the Bankruptcy Code. The Debtors believe that the two remaining leases are necessary for the successful operation of their businesses both during and upon exit from bankruptcy: 1. Elkhart III: 53061 Ada Drive, Elkhart, Ind.: Expires September 2012 i. Description: This facility is approximately 100,000 square-foot manufacturing plant where the Debtors produce a variety of their glass products, including glass for recreational vehicles, mass transit, and truck cabs. ii. Cure Amount: $27,301 iii. Basis for Assumption: Elkhart III is a critical production facility in the Debtors' profitable glass component division, the Creation Group. It is conveniently located near the Debtors' other Elkhart plants and a number of the Debtors' glass products customers. This convenient location reduces transport costs and allows the Debtors to meet their customers' needs in short order. The Debtors have determined it is in the best interests of their estates to assume this lease because of the competitive terms, general desirability of the location, and the cost benefits associated therewith. 2. Brownsville: 5845 East 14th Street Brownsville, Texas: Expires March 2013 i. Description: This contract is for a variety of logistical and warehouse services, including 20,000 square feet of warehouse space. The agreement can be terminated by either party with three months' written notice to the other party before 2009 and with 120 days' notice after 2009. ii. Cure Amount: $0 iii. Basis for Assumption: The Brownsville Agreement provides a variety of important logistical services and warehousing space supporting the Debtors' Mexican interests. As the Debtors continue to shift production to their Mexican facilities pursuant to the business plan, it is critical to maintain appropriate logistical support and storage space near those operations. Due to its convenience and the important nature of the services rendered, the Debtors have determined that it is in the estates' best interest to assume the Brownsville Agreement. About DURA Automotive 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. 20; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). DURA AUTO: Court Extends Exclusive Plan-Filing Period to Sept. 30 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware further extended Dura Automotive Systems Inc. and its debtor-affiliates' exclusive period to file a chapter 11 plan of reorganization to Sept. 30, 2007. The Court also extended the Debtors' exclusive solicitation period to Nov. 30, 2007. As reported in the Troubled Company Reporter on May 18, 2007, the Debtors said that the extension will free them through the end of September of the potentially costly and time-consuming distraction of competing chapter 11 plan proposals. M. Blake Cleary, Esq., at Young Conaway Stargatt and Taylor LLP, in Wilmington, Delaware, relates that the Debtors have conveyed their intent to formally present their five-year business plan to the Official Committee of Unsecured Creditors on May 31, 2007. The Debtors provided a summary of their business plan to the Committee's financial advisors on May 22. Among other things, the summary contained projections regarding the Debtors' future revenue and earnings for the years 2007 through 2012.1 Based on the information contained in the summary, and the Debtors' agreement to present the business plan on May 31, the Creditors Committee supports the Debtors' request for an extension. About DURA Automotive 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. 20; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/ or 215/945-7000). ENERGY PARTNERS: Sells Onshore South Louisiana Assets for $71.7MM ----------------------------------------------------------------- Energy Partners, Ltd. disclosed a definitive agreement to sell substantially all of its onshore South Louisiana assets to a privately held onshore operator for $71.7 million in cash. The announced sale represents approximately one-third of the reserves contained within the divesture package EPL has been marketing recently, which included both onshore south Louisiana and Gulf of Mexico (GOM) Shelf properties. The transaction is expected to close mid-June subject to customary closing conditions and adjustments. Richard A. Bachmann, EPL's Chairman and Chief Executive Officer, commented, "We are very pleased to have received this compelling offer, which encouraged us to break out the onshore portion of our divesture package to accommodate the sale. We will now begin separately marketing the balance of our divesture package which is comprised entirely of GOM Shelf assets." Merrill Lynch Petrie Divesture Advisors served as the exclusive advisor on this transaction. Founded in 1998, EPL is an independent oil and natural gas exploration and production company based in New Orleans, Louisiana. The Company's operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. Based in New Orleans, Louisiana, Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and natural gas exploration and production company. Founded in 1998, the company's operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. * * * As reported in the Troubled Company Reporter on March 14, 2007, Moody's Investors Service downgraded Energy Partners Ltd.'s Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3 from B2 following the conclusion of the company's strategic alternative process. GRANITE BROADCASTING: Completes Reorganization Plan --------------------------------------------------- Granite Broadcasting Corporation has consummated its First Amended Joint Plan of Reorganization. The Plan was confirmed by the United States Bankruptcy Court for the Southern District of New York on May 22, 2007. "We are very pleased that we were able to execute our Plan in a timely fashion and successfully conclude our reorganization," W. Don Cornwell, Chairman and Chief Executive Officer, said. "As a result, we have a much stronger balance sheet and a much lower debt burden, providing the company with the resources it needs to invest in and grow its local television businesses, and seek new station and market opportunities. "I am very grateful to all of the company's employees and everyone who worked very diligently on the company's behalf to complete this restructuring within six months of filing." Under the Plan, general unsecured creditors receive a full recovery on their pre-petition or agreed-upon claims. Holders of the company's Secured Term Loans and 9-3/4% Senior Secured Notes due in 2010, representing an aggregate of more than $500 million in total secured claims, have converted their debt (on a pro-rata basis) into: (i) a new $200 million senior secured term loan and (ii) shares of the company's new common equity, representing, in the aggregate, 97% of the new common equity of the company distributed pursuant to the Plan. The remainder of the new common equity distributions will be made in accordance with the terms of the Plan. Silver Point Capital has become the majority shareholder of the company. Silver Point Capital commented, "We are pleased that Granite's Plan has been consummated, allowing Granite to emerge as a much stronger company with a much brighter future. We look forward to working with management to achieve that future." "Our existing cash on hand, together with the $25 million of availability under our new revolving credit facility, which will be undrawn at closing, will provide us with the liquidity we need to execute our business plan," Mr. Cornwell commented. All of the Company's pre-existing 12-3/4% Cumulative Exchangeable Preferred Stock and Class A and Class B Common Stock have been canceled. The new common equity will not be publicly traded. The company was advised during its restructuring by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor. Silver Point was advised by Milbank, Tweed, Hadley & McCloy LLP, as legal advisor, and The Blackstone Group, as financial advisor. Headquartered in New York, Granite Broadcasting Corp. -- http://www.granitetv.com/-- owns and operates, or provides programming, sales and other services to 23 channels in 11 markets: San Francisco, California; Detroit, Michigan; Buffalo, New York; Fresno, California; Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin; Binghamton, New York; Utica, New York and Elmira, New York. The company's channel group includes affiliates of NBC, CBS, ABC, CW and My Network TV, and reaches approximately 6% of all U.S. television households. The company and five of its debtor-affiliates filed for chapter 11 protection on Dec. 11, 2006 (Bankr. S.D.N.Y. Case No. 06-12984). Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, it estimated assets of $443,563,020 and debts of $641,100,000. FENDER MUSICAL: S&P Rates New $100 Million Term Loan at B+ ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its loan and recovery ratings on Fender Musical Instruments Corp.'s $200 million proposed senior secured credit facility, following the announcement that the company will issue a new $100 million, 12- month delayed-draw term loan facility, and revise the term loan's incurrence leverage test to 4.75x from 4.5x earlier. The existing first-lien credit facility is rated 'B+', with a recovery rating of '3', indicating an expectation for meaningful (50%-80%) recovery of principal in the event of a payment default. At the same time, S&P assigned the new $100 million delayed-draw term loan facility a rating of 'B+' with a recovery rating of '3'. Although S&P do not expect the company to draw a significant amount of the delayed-draw facility, Standard & Poor's will assess the impact upon such a development on the company's corporate credit rating and outlook that could result in weaker credit protection measures. Ratings List: Fender Musical Instruments Corp. Corporate Credit Rating B+/Stable/-- Ratings Affirmed Fender Musical Instruments Corp. $200 Million Senior Secured Term Loan B B+ (Recovery Rating: 3) Ratings Assigned Fender Musical Instruments Corp. $100 Million Delayed-Draw Term Loan B+ (Recovery Rating: 3) ENTERGY NEW ORLEANS: S&P Lifts Corporate Credit Rating to BBB- -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BBB' corporate credit rating on Entergy Corp., Entergy Arkansas Inc., Entergy Gulf States Inc., Entergy Louisiana LLC, and Entergy Mississippi Inc. as well as all the issue ratings for Entergy and all its subsidiaries. In addition, the outlook on Entergy and its subsidiaries is revised to stable from negative. At the same time, Standard & Poor's raised its corporate credit rating on Entergy New Orleans Inc. to 'BBB-' from 'D', and raised the senior secured debt rating to 'BBB-' from 'D'. Standard & Poor's also reviewed the jurisdictional separation plan for EGSI, which would result in that company separating into two distinct entities, Entergy Gulf States Texas Inc. and Entergy Gulf States Louisiana Inc., and expects to assign the same corporate credit ratings to the new entities as the consolidated company. Standard & Poor's will finalize these ratings when the two companies are created on Jan. 1, 2008. Standard & Poor's also raised its corporate credit rating on System Energy Resources Inc. to 'BBB' from 'BBB-' and the senior secured debt rating to 'BBB+' from 'BBB'. The outlook for all ratings is stable. The ratings actions on Entergy and its subsidiaries reflects Entergy's successful efforts to address many of the challenges posed as a result of Hurricanes Katrina and Rita, thereby arresting any deterioration in credit quality. "The stable outlook on Entergy and its subsidiaries reflects the expectation that credit quality has stabilized at current levels and that Entergy can successfully and constructively address the current and upcoming regulatory issues without adversely affecting credit quality," said Standard & Poor's credit analyst Dimitri Nikas. Standard & Poor's is not currently contemplating any improvements in credit quality over near term, because the current ratings provide Entergy with some headroom to address the ongoing regulatory challenges, and importantly, provide headroom if the competitive nuclear generation business performs below expectations. "Nevertheless, if Entergy continues to consistently generate strong credit metrics, then the outlook may be revised to positive and ratings could eventually be raised," he continued. At the same time, a negative outlook is not contemplated, unless the company's business risk increases drastically or the financial profile weakens for the current level of business risk. FINANCE AMERICA: S&P Downgrades Ratings on Three Certificates ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on three certificates from two transactions issued by Finance America Mortgage Loan Trust: classes B-1 and B-2 from series 2004-2 and class B1 from series 2004-1. At the same time, S&P placed the ratings on classes B-1 and B-2 from 2004-2 on CreditWatch with negative implications, and left the rating on class B1 from series 2004-1 on CreditWatch negative, where it was initially placed on March 15, 2007. Additionally, S&P placed its ratings on class M-6 from series 2003-1 and class M-9 from series 2004-2 on CreditWatch with negative implications. The lowered ratings and negative CreditWatch placements reflect deterioration in available credit support to the respective certificates. Projected credit support is insufficient at the current rating levels for all of the affected classes. As of the May 2007 remittance period, overcollateralization was below its target by approximately 25%, 92%, and 56% for series 2003-1, 2004-1, and 2004-2, respectively. The O/C deficiencies and erosion of credit support are due to monthly realized losses that have outpaced monthly excess interest in recent months. As of the May remittance, cumulative losses were 1.39%, 1.57%, and 1.21% of the original principal balances, for series 2003-1, 2004-1, and 2004-2, respectively, while total delinquencies were 13.74%, 29.90%, and 21.11% of the current principal balances. Standard & Poor's will continue to closely monitor the five classes with ratings on CreditWatch negative. If delinquencies improve and losses decline to a point at which they no longer exceed monthly excess interest, and the level of credit enhancement is not further eroded, S&P will affirm the ratings on these classes and remove them from CreditWatch. Conversely, if delinquencies continue to translate into substantial realized losses in the coming months and continue to erode available credit enhancement, S&P will lower the ratings on these classes. Credit support for these transactions is provided through a combination of subordination, excess spread, and O/C. The collateral consists of 30-year, fixed- or adjustable-rate subprime mortgage loans secured by first liens on residential properties. Ratings Lowered and Placed on Creditwatch Negative Finance America Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2004-2 B-1 B+/Watch Neg BB+ 2004-2 B-2 B/Watch Neg BB Rating Lowered and Remaining on Creditwatch Negative Finance America Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ----- 2004-1 B1 B/Watch Neg BB/Watch Neg Ratings Placed On Creditwatch Negative Finance America Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-1 M-6 BBB-/Watch Neg BBB- 2004-2 M-9 BBB-/Watch Neg BBB- FLEXTRONICS INTERNATIONAL: Inks Agreement to Acquire Solectron -------------------------------------------------------------- Flextronics International Ltd. and Solectron Corporation have entered into a definitive agreement for Flextronics to acquire Solectron, creating the diversified and global provider of advanced design and vertically integrated electronics manufacturing services. The combined company will have the broadest worldwide EMS capabilities, from design resources to end-to-end vertically integrated global supply chain services, which will enhance its ability to design, build, and ship a complete package product for its OEM customers. By combining Solectron's resources and unique skill sets, Flextronics will be able to provide more value and innovation to customers by leveraging the combined global economies of scale in manufacturing, logistics, procurement, design, engineering and ODM services. The enhanced capabilities of the combined company will create more value for its customers and increase their competitiveness by improving their product development process and supply chain management, while also delivering improved product quality with improved performance and faster time-to-market. Under the terms of the definitive agreement, unanimously approved by the boards of directors of both companies, shareholders of Solectron will receive total consideration currently valued at approximately $3.6 billion, based on the closing price of Flextronics ordinary shares on June 1, 2007. Each share of common stock of Solectron will be converted into the right to receive, at the election of each of the individual holders of Solectron shares, either, but not a combination of (i) 0.3450 shares of Flextronics or (ii) a cash payment of $3.89 per share, subject to the limitation that not more than 70% in the aggregate and no less than 50% in the aggregate of Solectron shares will be converted into shares of Flextronics. As a result, if holders of more than 70% of Solectron's outstanding shares elect to receive Flextronics stock, the shares of those holders to be converted into Flextronics stock will be proportionately reduced so that not more than 70% of Solectron's outstanding shares in the aggregate are converted into shares of Flextronics stock, with those holders' remaining shares converted into cash. In this case, Solectron shareholders electing cash consideration will receive cash consideration for all their shares. Alternatively, if holders of more than 50% of Solectron's outstanding shares elect to receive cash, the shares of those holders to be converted into cash will be proportionately reduced so that not more than 50% of Solectron's outstanding shares in the aggregate are converted into cash, with those holders' remaining shares converted into shares of Flextronics. In this case, Solectron shareholders electing stock consideration will receive stock consideration for all their shares. In no case, other than by virtue of fractional shares, will shareholders who elect to receive the stock consideration receive less than 70% of their total consideration in Flextronics stock. Alternatively, in no case will shareholders who elect to receive cash consideration receive less than 50% of their total consideration in cash. Based upon Solectron's 909.2 million shares and share equivalents outstanding on March 2, 2007, the range of cash to be paid and shares to be issued by Flextronics is as : Total Value Maximum Cash Payments (assuming 50% of consideration paid in cash) $1,768,419,886 $1,768,419,886 Minimum Number Flextronics Shares to be issued (assuming 50% of consideration to be paid in stock) $156,839,296 $1,835,019,761 Total value as of June 1, 2007 $3,603,439,647 Minimum Cash Payments (assuming 30% of consideration paid in cash) $1,061,051,932 $1,061,051,932 Maximum Number Flextronics shares to be issued (assuming 70% of consideration to be paid in stock) $219,575,014 $2,569,027,665 Total value as of June 1, 2007 $3,630,079,597 The cash consideration represents a premium of approximately 15% and the stock consideration represents a premium of approximately 20% over Solectron's closing price of $3.37 on June 1, 2007. While Flextronics will continue to evaluate alternative long-term financing arrangements, Citigroup Global Markets Inc. has committed to provide Flextronics with a $2.5 billion seven-year senior unsecured term loan to fund the cash requirements for this transaction, including the refinancing of Solectron's debt, if required. After the acquisition, Solectron will become a wholly owned subsidiary of Flextronics, and Solectron shareholders will own approximately 20% to 26% of Flextronics's outstanding shares. As part of the agreement, Solectron has the right to nominate two individuals approved by Flextronics to the board of directors of the combined company. The transaction is subject to customary closing conditions, including shareholder approvals of both companies, certain regulatory approvals and other customary closing conditions. The acquisition is expected to close by the end of calendar year 2007. Until the acquisition is completed, both companies will continue to operate their businesses independently. "Solectron is an important strategic addition to Flextronics and this combination transforms the landscape of the company's industry," Mike McNamara, chief executive officer of Flextronics, said. By joining forces, the company expects the increased scale will enable the company to further extend its market segment reach and leverage an increased vertical integration opportunity, realize significant cost savings, and better serve the needs of the company's combined customers, employees and shareholders. Solectron's strength in the high-end computing and telecom segments will be an invaluable addition to Flextronics's existing capabilities and the combined company will be a market leader in most product market segments. The company be a larger, more competitive company and therefore better positioned to deliver supply chain solutions that fulfill the company's customers' increasingly complex requirements. The breadth and depth of the combined company significantly leverages its vertical integration capability while taking significant costs out of the combined company's infrastructure. The combined company is clearly more diversified and formidable than either on its own, and the company is better positioned to increase shareholder value through greater cash flow and earnings. The company are thrilled to add Solectron's customers and employees to the company's organization, McNamara added." "Flextronics's proven track record, complementary market positions, strong balance sheet and stellar reputation as a global leader in electronics manufacturing services make the com" Paul Tufano, executive vice president and interim chief executive officer of solectron, said. Specifically, the transaction will provide Solectron's customers with an enhanced portfolio of design and vertically integrated capabilities, greater scale, and expanded supply chain leverage along with the advantages of an increased low cost global footprint." Tufano added, "Combining these two companies allows the company to transcend what it has accomplished individually and significantly reshapes and reenergizes the company's industry. The company believes Flextronics has the large scale integration expertise and systems infrastructure capable of successfully integrating and managing the combined company to ensure all of the significant synergies are realized. Flextronics is the best strategic partner for Solectron, and the company is excited about the potential of this combined company going forward and the value creation that it represents. Moreover, with the significant stock component offered in the transaction, Solectron's shareholders have a meaningful opportunity to participate in the realization of that value." "Over the last 18 months, the company has reorganized its management structure to create the infrastructure required to effectively and efficiently add scale to its operations. As a result, the company is well prepared to achieve the expected synergies by integrating the company's new partner into the company," McNamara concluded. Financial Expectations "While some synergies will be achieved in the first 12 months after closing, it could take up to 18-24 months to fully integrate this acquisition and realize the full synergy potential, which the company estimates to be at least $200 million after-tax," Thomas J. Smach, chief financial officer of Flextronics, stated. This should be at least 15% accretive to Flextronics's earnings per share once all of the synergies are realized. As the integration progresses and actual synergies are realized, the company expects to raise its EPS expectations as the accretion occurs over the 18- 24 month integration period. Although restructuring charges are expected to result from the integration of the acquisition, Flextronics expects to generate cash flow synergies well in excess of the cash portion of such restructuring charges." "This combination is expected to create customer benefits, cost reductions and synergies neither company could have achieved on its own." Citigroup Global Markets Inc. acted as exclusive financial advisor to Flextronics in connection with the transaction and Curtis, Mallet-Prevost, Colt & Mosle LLP acted as legal advisor to Flextronics. Goldman, Sachs & Co. acted as exclusive financial advisor to Solectron in connection with the transaction and Wilson Sonsini Goodrich & Rosati acted as legal advisor to Solectron. About Solectron Based in Milpitas, California, Solectron Corporation (NYSE: SLR) - - http://www.solectron.com/-- is one of the world's providers of complete product lifecycle services. The company offers collaborative design and new product introduction, supply chain management, lean manufacturing and aftermarket services such as product warranty repair and end-of-life support to leading customers worldwide. Solectron works with the world's providers of networking, telecommunications, computing, storage, consumer, automotive, industrial, medical, self-service automation and aerospace and defense products. The company's industry- leading Lean Six Sigma methodology provides OEMs with quality, flexibility, innovation and cost benefits that improve competitive advantage. Solectron operates in more than 20 countries on five continents and had sales from continuing operations of $10.6 billion in fiscal 2006. About Flextronics Headquartered in Singapore, Flextronics International Ltd. (NasdaqGS: FLEX) -- http://www.flextronics.com/-- provides complete design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. FLEXTRONICS INTERNATIONAL: Solectron Bid Cues S&P's Negative Watch ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BB+' corporate credit and 'BB-' subordinated debt ratings on Singapore-based Flextronics International Ltd. on CreditWatch with negative implications following the company's announcement that it intends to acquire Solectron Corp. for cash and stock valued at about $3.6 billion. At the same time, S&P affirmed its 'BB-' corporate and senior unsecured ratings on Milpitas, California-based Solectron Corp. These ratings will be withdrawn following the transaction. "The combination of Flextronics and Solectron enhances the business profile of the company through reduced end market concentration, increased scale and potential for cost reducing synergies," said Standard & Poor's credit analyst Lucy Patricola. Flextronics' handset exposure, 31% prior to the acquisition, will reduce to about 20%. Likewise, Solectron's concentration in high end computing will fall to about 20% of the combined total. Still, Solectron's profit levels have been under severe pressure, with EBITDA margin of about 3%, and have only recently demonstrated a modest reversal. The mix of cash and equity contribution will be determined at close, but the equity portion is limited to a minimum of 50% and a maximum of 70%. The cash portion of the agreement, in addition to the refinancing of Solectron's existing $650 million of debt, will require external funding ranging from about $1.75 billion to $2.35 billion. Assuming operating trends at Solectron do not deteriorate, S&P likely will affirm its 'BB+' corporate rating on Flextronics at the high end of the proposed equity contribution structure. If the equity proportion is at the low end, the rating would likely be lowered one notch. S&P will meet with management to review the business profile of the combined operation, potential synergies and the company's proposed capital structure to determine the impact on the rating. FRENCH LICK: Financial Filing Delays Cue S&P to Junk Credit Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on French Lick Resorts & Casino LLC by one notch. The corporate credit rating was lowered to 'CCC+' from 'B-'. Ratings remain on CreditWatch with negative implications, where they were placed April 10, 2007. "The downgrade and continuing CreditWatch listing reflect our concerns regarding FLRC's liquidity position given ongoing delays in filing its financial statements and its slow ramp-up, one or both of which could result in covenant defaults with its creditors," said Standard & Poor's credit analyst Ariel Silverberg. The company previously anticipated that it would file its audited financial statements for its year-end Dec. 31, 2006, by May 31, 2007. It is unclear if these statements will be filed prior to the expiration dates that were established in recent waivers by creditors. In addition, FLRC's furniture, fixtures, and equipment facility requires the company to achieve a minimum EBITDA threshold, and it is not clear that this level will be met at the upcoming measurement date on June 30. In resolving the CreditWatch listing, S&P will continue to monitor FLRC's progress in addressing these issues. FUTUREMEDIA PLC: Completes Equity Private Placement --------------------------------------------------- Futuremedia Plc has completed an equity private placement and a debenture for funding operations. The company also has appointed three new directors to the company's board, well as a new interim ceo. The private placement is with a corporate investor and consists of the sale of 446,428 ADSs for $500,000, and 1-year warrants to subscribe for up to 3 million ADSs at $1.12 per ADS, a 96.5% premium to the closing stock price on June 1, 2007 of $0.5699. In addition, Futuremedia has concluded a further $4.6 million financing with Cornell Capital Partners LP in the form of a loan which is convertible, subject to certain terms and conditions into ADSs of Futuremedia. The loan may be converted from time to time at the investors' option, subject to certain restrictions and limitations on the amount of shares converted. The conversion rate is based on the lesser of $1.25 or 80% of the lowest volume weighted average price during the 30 trading days immediately preceding the time of conversion. The loan, secured by the assets of Futuremedia plc, has a term of three years and bears interest at an annual rate of the greater of 12% or the Wall Street Journal Prime Rate plus 2%. Interest on the loan is payable in cash unless the company has satisfied certain conditions, including any registration statement in respect of the ADSs being effective. The company also disclosed changes in the composition of its board of directors and management. George O'Leary, Margot Lebenberg and Brendan McNutt have been appointed directors of the company, and O'Leary has also been appointed as interim ceo of the company. Leonard M. Fertig has left his position as director and ceo of the company. Additionally Andrew Bellomy has completed his assignment as interim cfo. "Through these developments, Futuremedia has significantly improved upon its strategic and financial position," George O'Leary, interim ceo of Futuremedia, said. "The company has secured the financing support and executive leadership to fully capitalize on its unique market position and realize the growth opportunities in front of the company. The company's new board members will provide it with proven expertise in developing, expanding and managing fast-growing organizations. Further, the company continues to receive invaluable support from Cornell Capital, which has provided five rounds of financing to Futuremedia in the past two years." "This is an exciting time for the company and I believe the company has an impressive foundation from which to build upon its success," Mr. O'Leary continued. "The company is currently undertaking a full review of its operations and will update the investment community on its strategic direction and initiatives in mid-summer." "The company would like to thank Mr. Fertig for his years of service and contribution to Futuremedia," Jan Vandamme, chairman of the board of Futuremedia, stated. "Len led the transition and restructuring of its operations during a period of dynamic change. I would also like to welcome the company's new board members and look forward to working with them and building on the company's success." Mr. O'Leary is currently the founder and president of SKS Consulting of South Florida Corp. where he helps companies implement and execute their strategic plans. Mr. O'Leary started SKS in 2000 with the mission to help companies focus on execution of their core business while shedding their non- core business assets. Currently, Mr. O'Leary is on the board of directors of multiple public companies. From 1996 to 2000, Mr. O'Leary was ceo and president of Communication Resources Incorporated, where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O'Leary was vice president of operations of Cablevision Industries, where he ran $125 million of business until it was sold to Time Warner. Mr. O'Leary holds a B.B.A. degree in Accounting with honors from Siena College. Margot Lebenberg brings over fifteen years of diverse experience counseling boards of directors for a variety of public companies. Ms. Lebenberg currently serves as executive vice president and general counsel at The Princeton Review, Inc, where she is an executive officer and manages the legal, real estate, insurance and franchise issues for the international company, which provides test preparation and educational support services. While at The Princeton Review she has been instrumental in restructuring the corporation and built the company's first legal department. Prior to that, Ms. Lebenberg was an executive vice president and general counsel, managing director and secretary at Soundview Technology Group Inc. Soundview Technology Group was later sold to The Charles Schwab Corp. and Ms. Lebenberg played an integral role in the negotiation and structuring of the sale. From 2001-2003, Ms. Lebenberg served as vice president, assistant general counsel and assistant secretary of Cantor Fitzgerald and its affiliate eSpeed, Inc. From 1996-2000, she was senior vice president, secretary and general counsel of SOURCECORP Incorporated, a business process outsourcing and consulting firm. Ms. Lebenberg started her career at Morgan, Lewis and Bockius, received her Juris Doctor from Fordham University School of Law and a B.A. from SUNY Binghamton. Ms. Lebenberg is involved in and has served on the boards of several charities. Brendan McNutt is founder and joint owner of Bryn Melyn Group, a treatment service center for adolescents in North Wales, where he uses his educational, social work, psychotherapeutic and business management skills to further develop the center. Mr. McNutt's career began in the education and social work fields as a teacher at St Joseph's Community Home. Mr. McNutt holds multiple degrees including a B.A. in Social Sciences from Open University, a Master in Education from Liverpool University and a Master of Science in the Psychology of Human Potential from Liverpool John Moores University. About Futuremedia PLC Headquartered in West Sussex, England, Futuremedia PLC (Nasdaq: FMDA) - develops on-line branded learning business. Branded learning is the application of eLearning to marketing communications through online learning communities, academies and portals. Going Concern Doubt BDO Stoy Hayward LLP expressed substantial doubt about Futuremedia PLC's ability to continue as a going concern after auditing the company's financial statements for the fiscal years ended April 30, 2006 and 2005. The auditing firm pointed to the company's recurring losses from operations and net capital deficit. GARSON RESTAURANT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Garson Restaurant, Inc. 2926 Hillcroft Street Houston, TX 77057 Bankruptcy Case No.: 07-33700 Type of Business: The Debtor operates a restaurant. See http://www.garcononline.com/ Chapter 11 Petition Date: June 4, 2007 Court: Southern District of Texas (Houston) Debtor's Counsel: Karen R. Emmott, Esq. 1900 North Loop West, Suite 255 Houston, TX 77018 Tel: (713) 739-0008 Fax: (713) 956-0489 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. GMAC COMMERCIAL: S&P Upgrades Ratings on 12 Certificate Classes --------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on 12 classes of commercial mortgage pass-through certificates from GMAC Commercial Mortgage Securities Inc.'s series 2001-C2. Concurrently, S&P affirmed its 'AAA' ratings on six other classes from the same series. The raised ratings reflect increased credit enhancement levels due to loan payoffs. Several of the upgrades of the senior certificates reflect the defeasance of 19% of the pool. The affirmed ratings reflect credit enhancement levels that provide adequate support through various scenarios. As of the May 15, 2007, remittance report, the collateral pool consisted of 89 loans with an aggregate trust balance of $653.0 million, down from 96 loans with a balance of $754.9 million at issuance. The master servicer, Capmark Finance Inc., reported financial information for full-year 2005 (48%) and for partial- and full-year 2006 (51%), or 99% of the pool, which excludes defeased loans (19% of the pool). Based on this information, Standard & Poor's calculated a weighted average debt service coverage of 1.35x, up slightly from 1.33x at issuance. All of the loans in the pool are current, except for two that are reported as being one month delinquent (2%). There are no loans with the special servicer. To date, the trust has experienced three losses totaling $0.9 million (0.1% of the pool). The top 10 loans secured by real estate have an aggregate outstanding balance of $233.7 million (36%) and a weighted average DSC of 1.27x, down slightly from 1.31x at issuance. Standard & Poor's used 2005 financial data in its DSC calculation for five of the top 10 loans (57%) because 2006 data was not available. Four of the top 10 loans are on the watchlist because of various occupancy issues and associated declines in DSC, which are discussed below. According to inspection reports received from Capmark, two properties were characterized as "excellent," and the remaining collateral was characterized as "good." Capmark reported a watchlist of 17 loans with an aggregate outstanding balance of $141.0 million (22%). Details regarding the four top 10 loans with the servicer are: -- The largest exposure, Lichtenstein Portfolios ($49.9 million, 8%), consists of three loans that are cross- collateralized and cross-defaulted, two of which are on the watchlist. The Lichtenstein Pennsylvania Office portfolio loan ($30.1 million, 5%) is secured by four office properties in Allentown, Reading, and Harrisburg, Pennsylvania. This loan is on the watchlist due to low DSC. As of Dec. 31, 2006, the weighed average DSC for this loan was 0.91x and the weighted average occupancy was 82%. The Lichtenstein Florida portfolio ($10.8 million, 2%) is secured by five industrial properties in Jacksonville, Florida. This loan is on the watchlist due to low DSC. As of Dec. 31, 2006, the weighted average DSC for this loan was 0.84x and the weighted average occupancy was 88%. -- Princeton Park Corporate Center, a 178,591-sq.-ft. suburban office property in South Brunswick, New Jersey, secures the sixth-largest loan ($18.5 million, 3%). This loan is on the watchlist because the property's largest tenant (83%) is vacating the premise upon lease expiration in August 2007. As of Dec. 31, 2006, the DSC for this loan was 1.12x and occupancy was 100%. -- 400 Horsham Road, a 150,581-sq.-ft. office property in Horsham, Pennsylvania, secures the ninth-largest loan ($15.5 million, 2%). This loan is on the watchlist due to low DSC. In addition, leases for more than 50% of the space at the property are subject to roll by the end of 2007. As of Dec. 31, 2006, the DSC was 1.07x and occupancy was 95%. -- Courtyard by Marriott, a 155-room hotel in Milpitas, California, secures the 10th-largest loan ($14.5 million, 2%). The loan is on the watchlist due to low DSC attributable to decreased revenue. As of Sept. 30, 2006, the DSC for this loan was 0.83x and the average daily occupancy was 78%. At issuance, the underwritten DSC was 1.85x. Standard & Poor's stressed the loans on the watchlist and other loans with credit issues as part of its analysis. The resultant credit enhancement levels support the raised and affirmed ratings. Ratings Raised GMAC Commercial Mortgage Securities Inc. Commercial mortgage pass-through certificates series 2001-C2 Rating ------ Class To From Credit enhancement ----- -- ---- ---------------- D AA+ AA 17.20% E AA AA- 15.76% F AA- A- 13.45% G A BBB+ 11.86% H A- BBB 10.41% J BBB- BB+ 6.80% K BB+ BB 5.93% L BB BB- 5.07% M BB- B+ 3.33% N B+ B 2.75% O B B- 2.18% P CCC+ CCC 1.60% Ratings Affirmed GMAC Commercial Mortgage Securities Inc. Commercial mortgage pass-through certificates series 2001-C2 Class Rating Credit enhancement ----- ------ ---------------- A-1 AAA 26.45% A-2 AAA 26.45% B AAA 21.25% C AAA 19.52% X-1 AAA N.A. X-2 AAA N.A. N.A. - Not applicable. GOODYEAR TIRE: S&P Lifts Ratings on Two Certificate Classes to B ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on the class A-1 and A-2 certificates from the $46 million Corporate Backed Trust Certificates Goodyear Tire & Rubber Note-Backed Series 2001- 34 Trust to 'B' from 'B-' and removed them from CreditWatch, where they were placed with positive implications on May 14, 2007. The rating actions reflect the May 31, 2007, raising of the rating on the underlying securities, the 7% notes due March 15, 2028, issued by Goodyear Tire & Rubber Co., and its removal from CreditWatch positive. Corporate Backed Trust Certificates Goodyear Tire & Rubber Note- Backed Series 2001-34 Trust is a pass-through transaction, and its ratings are based solely on the rating assigned to the underlying collateral, Goodyear Tire & Rubber Co.'s 7% notes due March 15, 2028. HEALTHMARKETS INC: Reduced Flexibility Cues S&P's Negative Outlook ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on HealthMarkets Inc. (HealthMarkets; BB+/Negative/--) to negative from stable. At the same time, Standard & Poor's revised its outlook on HealthMarkets' operating companies, Chesapeake Life Insurance Co., MEGA Life & Health Insurance Co., and Mid-West National Life Insurance Co. of TN, to negative from stable. "The outlook revision reflects reduced fixed-charge coverage and financial flexibility compared with Standard & Poor's expectations for 2007 and for the next few years," explained Standard & Poor's credit analyst Neal Freedman. The company sold two noncore divisions resulting in a pretax gain of about $200 million and reduced expected operating earnings and coverage. In June 2007, the company plans to repay $75 million of debt resulting in $135 million of total debt reduction since issuance. In May 2007, it paid a $290 million extraordinary dividend to shareholders. The overall financial impact from this capital management and coverage was less favorable to creditors than S&P expected. In 2007, Standard & Poor's expects HealthMarkets' premium revenue to increase slightly (about 2.5%), reflecting regulatory delays in obtaining approvals for the company's CareOne suite of PPO and consumer-directed health insurance plans. Operating EBITDA is expected to decline from previously expected levels reflecting a product mix shift to the company's CareOne product suite, regulatory approval delays, and the loss of income resulting from the sale of noncore operations. The capital adequacy ratio, adjusted for double leverage, will be about 70%, while debt plus preferred leverage will increase to about 55%-60%, consistent with prior expectations. Operating EBIDTA coverage is expected to decline to about 6.5x. Should the company not meet expectations, the ratings would likely be lowered by one notch. Conversely, should the company's earnings, capitalization, and holding company metrics improve over time, the ratings would likely be affirmed and the outlook revised to stable. HEMOSOL CORP: Court Extends CCAA Protection to June 28 ------------------------------------------------------ The Ontario Superior Court of Justice has extended, until June 28, 2007, the stay of proceedings against Hemosol Corp., under the Companies' Creditors Arrangement Act. The extension will allow PricewaterhouseCoopers Inc., the interim receiver, to complete negotiations with Catalyst Fund Limited Partnership II with a view to bring a motion to the Court on June 28, 2007 for the approval of a series of transactions resulting in the sale of the assets and business of Hemosol to an entity controlled by Catalyst. The proposed transaction is for the sale of the assets and business of Hemosol to Catalyst, and does not contemplate the purchase by Catalyst of any of the Hemosol entities, at this time. As such, no distribution is contemplated to made to the shareholders of Hemosol in connection with the proposed transaction. About Hemosol Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/ -- is an integrated biopharmaceutical developer and manufacturer of biologics, particularly blood-related protein based therapeutics. Information on Hemosol's restructuring is available at http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/ Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make a Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and Insolvency Act on Nov. 24, 2005. The company had defaulted in the payment of interest under its $20 million credit facility. Hemosol said that it would require additional capital to continue as a going concern and is in discussions with its secured creditors with respect to its current financial position. On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim receiver of the companies. HOMETOWN COMMERCIAL: S&P Rates $738,000 Class M Certificates at B- ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary ratings to Hometown Commercial Trust 2007-1's $147.63 million commercial mortgage pass-through certificates series 2007-1. The preliminary ratings are based on information as of June 4, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the trustee, the economics of the underlying loans, and the geographic and property type diversity of the loans. Standard & Poor's analysis determined that, on a weighted average basis, the pool has a debt service coverage of 1.18x, a beginning LTV of 99.1%, and an ending LTV of 89.1%. The pool includes one loan that consists of related loans that are cross-defaulted and cross- collateralized with each other. Preliminary Ratings Assigned Hometown Commercial Trust 2007-1 Recommended credit Class Rating Amount Support ----- ------ ------ ------------------ A AAA $125,118,000 15.250% B AA $3,321,000 13.001% C A $4,614,000 9.875% D BBB+ $3,875,000 7.250% E BBB $1,476,000 6.251% F BBB- $1,846,000 5.000% X AAA $140,250,000 N/A G BB+ $1,107,000 4.250% H BB $554,000 3.875% J BB- $738,000 3.375% K B+ $369,000 3.125% L B $554,000 2.750% M B- $738,000 2.250% N NR $3,321,981 0.000% N/A -- Not applicable. NR -- Not rated. HOVNANIAN ENT: Posts $30.7 Million Net Loss in Qtr. Ended April 30 ------------------------------------------------------------------ Hovnanian Enterprises Inc. reported a net loss of $30.7 million, after tax or the quarter ended April 30, 2007. For the six-month period ended April 30, 2007, revenues declined 20.2% to $2.3 billion, from $2.9 billion in the year earlier period. The company reported a net loss of $88.0 million for the first half of 2007 compared to net income of $182.4 million in the same period a year ago. The company also disclosed these highlights for the quarter ended April 30, 2007: * The company reported a pretax loss, prior to the effect of land related charges, of $7.1 million for the second quarter. * During the second quarter, the company incurred $34.4 million of pretax charges related to land impairment and write-offs of predevelopment costs and land deposits, due to a continued decline in sales pace and general market conditions in many of the company's communities during the quarter. * After all land-related charges, the company reported a net loss of $30.7 million for the second quarter of fiscal 2007, compared with earnings of $101.0 million in last year's second quarter. * Due to increased uncertainty of housing market conditions, management has withdrawn its prior estimates for 2007 earnings and will not provide updated earnings projections at this time. However, for the full 2007 fiscal year, the company expects to deliver between 13,200 and 14,200 homes, excluding deliveries from unconsolidated joint ventures. * Management has increased its focus on managing balance sheet leverage and inventory investment levels. The company is projecting positive cash flow in both the fourth quarter of fiscal 2007 and for fiscal 2008. * Total revenues decreased 29.4% to $1.1 billion in the second quarter of fiscal 2007. Excluding unconsolidated joint ventures, the company delivered 3,150 homes with an aggregate sales value of $1.1 billion in the second quarter, down 30.8% compared to deliveries of 4,555 homes with an aggregate sales value of $1.5 billion in the second quarter of fiscal 2006. During the second quarter of fiscal 2007, the company delivered 275 homes through unconsolidated joint ventures, compared with 612 homes in the second quarter of fiscal 2006. * The number of net contracts for the second quarter of fiscal 2007, excluding unconsolidated joint ventures, declined 21.4% to 3,116 contracts. * Contract backlog as of April 30, 2007, excluding unconsolidated joint ventures, was 7,766 homes with a sales value of $2.7 billion, down 31.1% in dollars and down 33.0% in number of homes, compared to a contract backlog of 11,587 homes with a $4.0 billion sales value at the end of the second quarter of fiscal 2006. Homebuilding gross margin, before interest expense included in cost of sales, was 16.3% for the second quarter of fiscal 2007, a 740 basis point decline from 23.7% in the prior year's second quarter. The company's pretax income from Financial Services in the second quarter of fiscal 2007 declined 6.3% over the same period in 2006, to $6.3 million. The number of active selling communities on April 30, 2007, excluding unconsolidated joint ventures, was 437, an increase of 6% compared with 411 active communities at the end of the same period last year. The company's contract cancellation rate, excluding unconsolidated joint ventures, for the second quarter of fiscal 2007 was 32%, a decrease from the rate of 36% reported in the first quarter of 2007. "We are frustrated to report that the housing market has continued to slip further in many locations in terms of both sales pace and sales prices," commented Ara K. Hovnanian, President and Chief Executive Officer of the company. "The housing market weakened in the latter part of the second quarter and the slower conditions have continued into May. Lower prices offered to buyers to close homes during the quarter also led to a further reduction in margins and a net loss for the quarter." "After a 3% increase in our February contracts over last year, the overall market fell off again, and our net contracts declined approximately 30% year over year through March and April," Mr. Hovnanian said. "We believe that much of this decline was a reaction to recent problems in the sub-prime mortgage market. While we have felt the sub-prime impact directly in the form of fewer potential homebuyers qualifying for a mortgage as lending standards have tightened, the more significant impact has been indirectly through a further pullback in home buyers' psychology toward making a purchase," Mr. Hovnanian stated. "Given the increased uncertainty of housing market conditions, we have discontinued offering earnings guidance and we have increased our focus on improving our balance sheet and generating positive cash flow," Mr. Hovnanian said. "Our use of options to control land allows us to walk away from land options that do not meet our financial hurdle rates and thus slow our investments during this current housing market slowdown," said J. Larry Sorsby, Executive Vice President and Chief Financial Officer. "As of April 30, 2007, we had 52,147 lots held under option contracts and controlled a total of 85,902 lots, a 29% decline from the end of the second quarter of fiscal 2006. To further enhance cash flow, we are evaluating walking away from additional land options," Mr. Sorsby stated. "Despite a challenging environment, we remain focused on realistically pricing homes to achieve a reasonable balance of absorption and margin and modifying product offerings so that we can steadily work through our land inventory," Mr. Sorsby continued. "We are also focused on reevaluating and renegotiating land options and slowing down expenditures on land development to manage our inventory levels, generate cash flow, reduce leverage and improve our overall financial performance. As a result of delaying land take downs, walking away from additional communities, and delaying the opening of certain communities, we have lowered our expectations for the number of selling communities at the end of the year. While we are primarily focused on the balance sheet, we are also renegotiating with subcontractors and reducing our overheads." Mr. Sorsby stated. "While conditions in many of our markets have recently deteriorated further, there are some bright spots in some of our markets where we outperformed our expectations during the second quarter," said Mr. Hovnanian. "For instance, our operations in San Diego and Minnesota, which had experienced substantial slowdowns over the past year or so, reported significant increases in sales per community on a year-over-year comparison for the second quarter. Although we are not confident that we've seen a bottom in these or any other markets yet, the improved pace of sales does give us confidence that over time our strategy to adjust the pricing on our homes is having its intended impact." "An excess supply consisting primarily of existing homes remains in many of our markets," Mr. Hovnanian said. "Before the current housing market correction is over, the market needs to work through those inventories. Throughout our 48-year history, we have successfully navigated past down cycles, and we are confident that we will emerge from the current slowdown with a solid financial footing and positioned to capitalize on strategic opportunities in our markets," Mr. Hovnanian concluded. About Hovnanian Enterprises Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc. (NYSE: HOV) is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders, Windward Homes, Cambridge Homes, Town & Country Homes, Oster Homes, First Home Builders of Florida and CraftBuilt Homes. * * * As reported in the Troubled Company Reporter on May 28, 2007, Standard & Poor's Ratings Services revised its outlook on Hovnanian Enterprises Inc. to negative from stable. At the same time, S&P affirmed the 'BB' issuer credit and senior unsecured debt ratings, the 'B+' senior subordinated debt rating, and the 'B' preferred stock rating. INSIGHT HEALTH: Taps Kay Scholer as Bankruptcy Counsel ------------------------------------------------------ InSight Health Services Holdings Corp. and its debtor-affiliate, InSight Health Services Corp., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Kay Scholer LLP as their bankruptcy counsel. Kay Scholer will: a. advise the Debtors with respect to their rights, powers and duties as debtors and debtors-in-possession in the continued management and operation of their business and properties; b. attend meetings and negotiate with representative of creditors and other parties-in-interest; c. advise and consult the Debtors regarding the conduct of the case, including all of the legal and administrative requirements of operating in chapter 11; d. advice the Debtors on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; e. provide advice to the Debtors with respect to legal issues arising in or relating to the Debtors' ordinary course of business, including attendance at senior management meetings, meetings with the Debtors' financial advisors, meetings of the board of directors and committees thereof, executive compensation, tax, banking, insurance, securities, corporate, business operation, contracts, joint ventures, real property, press/public affairs, litigation and regulatory matters, and advising the Debtors with respect the Debtors with respect to continuing disclosure and reporting obligations, if any, under securities laws; f. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of any actions commenced against those estates, negotiations concerning all litigation in which the Debtors may be involved and objections to claims against the estates; g. negotiate and prepare the Debtors' plan/s of reorganization, disclosure statement/s and all related agreements and/or documents and take any necessary action on behalf of the Debtors to obtain confirmation of such plan/s; h. prepare on the Debtors' behalf all petitions, motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; i. attend meetings with third parties and participate in negotiations with respect to the matters previously mentioned; j. appear before the Court, any appellate courts, and the Office of the U.S. Trustee, and protect the interest of the Debtors' estates before these courts and the Office of the U.S. Trustee; and k. perform all other necessary legal services and provide all other necessary advice to the Debtors in connection with the Debtors' chapter 11 cases and bring the Debtors' bankruptcy proceedings to a conclusion. Michael B. Solow, Esq., a member at Kaye Scholer, tells the Court that professionals at the firm bill: Professional Hourly Rate ------------ ----------- Partners $570 - $830 Counsel $525 - $625 Associates $255 - $595 Legal Assistants $130 - $255 Mr. Solow assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Solow can be reached at: Michael B. Solow, Esq. Kay Scholer LLP 3 First National Plaza 70 West Madison Street, Suite 4100 Chicago, IL 60602-4231 Tel: (312) 583-2300 Fax: (312) 583-2360 About InSight Health Based in Lake Forest, California, InSight Health Services Holdings Corp. -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including the following 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. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). INSIGHT HEALTH: Taps Richards Layton as Local Counsel ----------------------------------------------------- InSight Health Services Holdings Corp. and its debtor-affiliate, InSight Health Services Corp., ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Richards, Layton & Finger, P.A., as their local counsel. Richards Layton will: (a) advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the chapter 11 cases. Daniel J. DeFranceschi, Esq., a director at Richards Layton, tells the Court that he will bill $465 per hour for this engagement. Other firm's professionals who are expected to render services bill: Professional Hourly Rate ------------ ----------- Mark D. Collins, Esq. $520 Jason M. Madron, Esq. $270 Maris Finnegan, Esq. $235 Waverley L. Dewdney $165 The Debtors disclose that the firm has received a $150,000 retainer. Mr. DeFranceschi assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. DeFranceschi can be reached at: Daniel J. DeFranceschi, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7816 Fax: (302) 498-7816 About InSight Health Based in Lake Forest, California, InSight Health Services Holdings Corp. -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including the following 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. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). INSIGHT HEALTH: Files Schedules of Assets and Liabilities --------------------------------------------------------- InSight Health Services Holdings Corp. delivered to the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $87,102,870 B. Personal Property C. Property Claimed as Exempt D. Creditors Holding $330,000,000 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $195,448,053 Unsecured Nonpriority Claims ----------- ------------ Total $87,102,870 $525,448,053 About InSight Health Based in Lake Forest, California, InSight Health Services Holdings Corp. -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including the following 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. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). INSIGHT HEALTH: Services Files Schedules of Assets and Liabilities ------------------------------------------------------------------ InSight Health Services Corp. delivered to the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $505,285,296 B. Personal Property C. Property Claimed as Exempt D. Creditors Holding $330,000,000 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $195,500,934 Unsecured Nonpriority Claims ------------ ------------ Total $505,285,296 $525,500,934 About InSight Health Based in Lake Forest, California, InSight Health Services Holdings Corp. -- http://www.insighthealth.com/-- is a nationwide provider of diagnostic imaging services. It serves managed care entities, hospitals and other contractual customers in over 30 states, including the following 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. The company and its affiliate, InSight Health Services Corp., filed for Chapter 11 protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and 07-10701). INVISTA B.V.: S&P Lifts Rating on $2.05 Billion Facility to BB+ --------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on the $2.05 billion senior secured credit facility of INVISTA B.V. (BB/Stable/-B-1). The senior secured rating was raised to 'BB+' from 'BB', and the recovery rating was revised to '1' from '2'. The facility consists of two $200 million revolving credit facilities and term loans with a remaining balance of about $1.2 billion. The new ratings indicate S&P's expectation that the credit facility lenders would receive full recovery of principal in a payment default. The upgrade was prompted by a re-evaluation of recovery prospects using an enterprise-value as opposed to discrete asset- value approach. The corporate credit rating and 'B+' senior unsecured debt ratings on INVISTA remain unchanged. "The ratings on INVISTA reflect business risks that include industry cyclicality, raw material cost volatility, and intense Asian competition in some product categories. They also reflect an aggressive financial profile resulting from a major acquisition--the April 2004 purchase of the former DuPont Textiles & Interiors business of E.I. DuPont de Nemours & Co.," said Standard & Poor's credit analyst Cindy Werneth. "These negatives are mitigated by INVISTA's satisfactory business profile as a leading global manufacturer and marketer of fibers and intermediates, with more than $9 billion in annual revenues and a diversified product portfolio." Ratings List INVISTA B.V. Corporate Credit Rating BB/Stable/B-1 Ratings Revised To From -- ---- Sr Scrd Bank Loan BB+ BB Recovery Rating 1 2 ISP CHEMCO: S&P Affirms B+ Loan Rating on $1.52 Billion Facility ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' loan and '2' recovery ratings on ISP Chemco LLC's $1.52 billion senior secured revolving credit facility and term loan. The 'B+' rating is the same as the corporate credit rating, and the '2' recovery rating indicates our expectation for substantial (80%-100%) recovery of principal in the event of a payment default. The ratings remain unchanged despite these changes to the proposed facility we rated on May 11, 2007: * The revolving credit facility will be increased to $275 million from $250 million; * The maturity of the revolving credit facility will be extended to 2013 from 2012; * The term loan will be increased to $1.25 billion from $1.16 billion; and * The minimum interest coverage covenant has been eliminated. Proceeds from the increased term loan will be used to refinance substantially all existing debt, including debt to affiliates, and to finance a $215 million cash distribution to ISP Chemco's shareholder. Ratings List ISP Chemco LLC Corporate credit rating B+/Stable/-- Senior secured credit facilities B+ Recovery rating 2 JEAN COUTU: Exercises Early Payment Right for 7.625% Senior Notes ----------------------------------------------------------------- The Jean Coutu Group Inc. is exercising its right to accept for early payment 7.625% Unsecured Senior Notes due 2012 (CUSIP No. 47215QAF1) tendered by 9:00 a.m. New York City time, on June 4, 2007. Pursuant to the terms of Offer to Purchase and Consent Solicitation Statement dated Feb. 20, 2007 and the related Consent and Letter of Transmittal, the company has accepted for purchase and paid for $349,990,000 of the outstanding $350 million principal amount of the Notes. In connection with the tender offer for the Notes, The Jean Coutu Group received the required consents with respect to the Notes to eliminate substantially all of the restrictive covenants and certain events of default included in the Indenture under which the Notes were issued. As a result, the tender and consent condition has been satisfied with respect to the Notes. In addition, the company also disclosed that all conditions, including the transaction condition, have been satisfied. Accordingly, the supplemental indenture relating to the Notes containing the proposed amendments was executed by the company and the Trustee under the Indenture and generally became operative immediately prior to the company acceptance for purchase of the Notes tendered to date. The offer expiration date for the cash tender offer will be 8:00 a.m., New York City time, on June 14, 2007, unless the tender offer is further extended. The tender offer and consent solicitation is being made solely on the terms and conditions set forth in the Offer Documents as amended hereby and by the company's March 5, 2007, March 20, 2007, April 4, 2007, April 25, 2007, May 24, 2007, May 29, 2007, May 30, 2007 and May 31, 2007 press releases. The Jean Coutu Group has retained J.P. Morgan Securities Inc. to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and the consent solicitation may be directed to J.P. Morgan Securities Inc. at (866) 834-4666 (toll free), or to Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (866) 540-1500 (toll free). Copies of the Offer to Purchase and other related documents may be obtained from the information agent. About The Jean Coutu Group The Jean Coutu Group (PJC) Inc. is a drugstore chain in North America and in the eastern United States and Canada. The company and its combined network of 2,186 corporate and franchised drugstores employ more than 61,000 people. The Jean Coutu Group's United States operations employ 46,000 people and comprise 1,859 corporate owned stores located in 18 states of the Northeastern, mid-Atlantic and Southeastern United States. The Jean Coutu Group's Canadian operations and franchised drugstores in its network employ over 15,000 people and comprise 327 PJC Jean Coutu franchised stores in Quebec, New Brunswick and Ontario. * * * The Jean Coutu Group Inc.'s $350 million Guaranteed Senior Secured Revolver carries Moody's Investors Service's B2 rating. The company also carries Moody's B3 long-term corporate family, senior unsecured debt, and probability of default ratings; B1 bank loan debt rating; and Caa2 senior subordinated debt rating. The company also carries Standard & Poor's B+ long-term foreign and local issuer credit ratings. Also, the company bears Fitch's CCC senior subordinated debt rating, B- long-term issuer default rating; BB- bank loan credit rating; and B+ senior unsecured debt rating. JORAN REALTY: Court Sets Auction for Harder Hall on July 18 ----------------------------------------------------------- The Honorable Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida in Miami authorized Kenneth A. Welt, the Chapter 11 Trustee of Joran Realty NY Corp., doing business as Joran Realty Corp., to sell Harder Hall Resort & Spa free and clear of liens, claims, encumbrances and interest pursuant to Section 363 of the U.S. Bankruptcy Code. The Court will facilitate a public auction for Harder Hall at 10:00 a.m. on July 18, 2007, at the U.S. Bankruptcy Court, 51 S.W. First Avenue, Courtroom 1409, in Miami. At the conclusion of the auction, the Court will conduct a final sale hearing to determine the highest and best offer for the hotel. The City of Sebring, Florida, holding a secured first lien against the property, agrees that the property will be auctioned. Harder Hall is a historic resort located at 3300 Golfview Road in Sebring, Fla. It was built in 1927 in approximately 13.51 acres of land. It is bordered on the North by two golf courses. Currently, Harder Hall has more than 134 rooms and has a large banquet hall. The hotel is listed on the National Register of Historic Places and has certain tax credits available. The hotel will be sold as is where is in cash without financing. The City of Sebring, however, may credit bid all or a portion up to the aggregate amount of its indebtedness (excluding default interest); and the Chapter 11 Trustee must accept the City's bid if it is the highest bidder at the auction. If the City is the successful bidder for the hotel, it will waive (i) any deficiency claim against the Debtor's estate on account of its indebtedness; and (ii) the default interest claim against the Debtor's estate. The City is not required to waive any guaranty or other claims it may hold against third parties. All bids must be submitted by July 11, 2007, with a minimum deposit of $350,000 in cashier's check or wire transfer delivered to Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., the Chapter 11 Trustee's counsel. The winning bidder will be required to increase its deposit so that it will total 10% of the winning bid, with the remainder of the purchase price to be paid in cash at the closing of the sale. Joran Realty NY Corp., doing business as Joran Realty Corp. and Joran Realty Harder Hall -- http://www.harderhall-bkc.com/-- operates the 134-room Harder Hall Resort & Spa. The company filed for chapter 11 protection on Oct. 20, 2006 (Bankr. S.D. Fla. Case No. 06-15353). Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A., represented the Debtor. When it filed for protection from its creditors, it estimated assets and debts between $1 million and $10 million. Kenneth A. Welt is the Chapter 11 Trustee of the Debtor. Harold D. Moorefield, Jr., Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., represents the Chapter 11 Trustee. Alan Barbee, CPA, at Barbee & Associates, Inc., provides accounting services to the Chapter 11 Trustee. LEAP WIRELESS: S&P Affirms B- Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC' rating on San Diego, California-based Cricket Communications Inc.'s $1.035 billion of senior unsecured notes due 2014. The amount includes a proposed $285 million tack-on to an existing $750 million of 9.375% senior unsecured notes. Simultaneously, S&P affirmed the 'B-' corporate credit rating on parent company Leap Wireless International Inc. The outlook is positive. Pro forma total debt is approximately $2.6 billion on an operating lease-adjusted basis. Proceeds from the notes, to be issued by Cricket under Rule 144A without registration rights, will be used to fund operating expenses and capital expenditures associated with the build out of new markets under the Advanced Wireless Services licenses, as well as for general corporate purposes. The notes are guaranteed by Leap. Ratings List Leap Wireless International Inc. Corporate Credit Rating B-/Positive/-- Cricket Communications Inc. Senior Unsecured CCC LIBERTY BRANDS: U.S. Trustee Unable to Form Creditors' Committee ---------------------------------------------------------------- The U.S. Trustee for Region 3 informed the U.S. Bankruptcy Court for the District of Delaware that an Official Committee of Unsecured Creditors has not been appointed in Liberty Brands, LLC's chapter 11 case. The Trustee says that there was an insufficient response to request for membership to the committee. Based in Richmond, Va., Liberty Brands LLC, manufactures, markets, and sells deep discount cigarettes in the U.S. The company filed for chapter 11 protection on May 10, 2007 (Bankr. D. Del. Case No. 07-10645). William David Sullivan, Esq. in Wilmington, Del., represents the Debtor in its restructuring efforts. When it filed for bankruptcy, Liberty Brands listed assets of $1 million to $10 million and debts of $10 million to $50 million. LIBERTY BRANDS: Files Schedules of Assets and Liabilities --------------------------------------------------------- Liberty Brands, LLC delivered to the U.S. Bankruptcy Court for the District of Delaware, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $9,256,685 B. Personal Property C. Property Claimed as Exempt D. Creditors Holding $1,502,000 Secured Claims E. Creditors Holding Unsecured Priority Claims $760,517 F. Creditors Holding $23,311,360 Unsecured Nonpriority Claims ---------- ----------- Total $9,256,685 $25,573,877 About Liberty Brands Based in Richmond, Va., Liberty Brands LLC, manufactures, markets, and sells deep discount cigarettes in the U.S. The company filed for chapter 11 protection on May 10, 2007 (Bankr. D. Del. Case No. 07-10645). William David Sullivan, Esq. in Wilmington, Del., represents the Debtor in its restructuring efforts. When it filed for bankruptcy, Liberty Brands listed assets of $1 million to $10 million and debts of $10 million to $50 million. LINDHURST INVESTMENTS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Lindhurst Investments LLC 103 Sleepy Hollow Street Picayune, MS 39466 Bankruptcy Case No.: 07-32673 Type of Business: The Debtor filed for Chapter 11 protection on April 2, 2007 (Bankr. E.D. Tex. Case No. 07-40690). Chapter 11 Petition Date: June 4, 2007 Court: Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Frederick D. Kelly, Esq. Frederick D. Kelly & Associates 540 Heights Boulevard Houston, TX 77007 Tel: (832) 265-0358 Total Assets: $4,200,000 Total Debts: $2,375,500 The Debtor did not file a list of its 20 largest unsecured creditors. LONDON GROUPS: Case Summary & Three Largest Unsecured Creditors --------------------------------------------------------------- Debtor: London Groups, Inc. 8009 Garners Ferry Road Columbia, SC 29209 Bankruptcy Case No.: 07-03005 Chapter 11 Petition Date: June 4, 2007 Court: District of South Carolina (Columbia) Judge: David R. Duncan Debtor's Counsel: Barbara George Barton, Esq. Robinson, Barton, McCarthy, Calloway & Johnson, P.A. P.O. Box 12287 Columbia, SC 29211 Tel: (803) 256-6400 Total Assets: $3,020,000 Total Debts: $1,274,211 Debtor's Three Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Oscar Nichols and $75,000 Evette Marshall 721 Cedar Lake Drive Blythewood, SC 29016 Roger Zbtovsky $21,400 207 Aiken Hunt Circle Columbia, SC 29223 Richland County Treasurer $18,311 P.O. Box 11947 Columbia, SC 29211 BRYN MAWR: Notes Redemption Prompts S&P to Withdraw Ratings ----------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on the class A, B, C, and D notes issued by Bryn Mawr CLO Ltd., an arbitrage CLO transaction managed by Deerfield Capital Management LLC. The rating withdrawals follow the redemption of the notes pursuant to section 9.1(a) of the indenture. The redemption of the class A notes took place on the May 15, 2007, payment date. The class B, C, and D notes were redeemed on May 18, 2007. Ratings Withdrawn Bryn Mawr CLO Ltd. Rating Balance ------ ------- Class To From Current Previous ----- -- ---- ------- -------- A NR AAA 0.00 $238,500,000 B NR A 0.00 $14,800,000 C NR BBB 0.00 $13,200,000 D NR BB 0.00 $10,250,000 NR-Not rated. MEYER-SUTTON: Files Chapter 11 Petition in Georgia -------------------------------------------------- Meyer-Sutton Homes Inc. and Meyer-Sutton Land Acquisition Inc. filed for chapter 11 protection Monday with Northern District of Georgia. The company blames "sudden and dramatic" decline in housing market demand which resulted in excess inventory and compressed profit margins. James W. Buchanan, Meyer-Sutton's president, discloses that the company's traditional means of financing development and construction, aside from the working capital of the business, is financing from commercial banks secured by real property and disbursed as a percentage of work completed. According to Mr. Buchanan, in order to reduce inventories and cut expenses, the company decreased its new construction activities by a factor of 10 -- from roughly 25 starts per month, to approximately 2 starts per month. "The decrease in construction activity, along with a decrease in closed sales, has caused a liquidity crisis for the Debtors," Mr. Buchanan said. 2006 Results To illustrate the effect of the housing market slump on the company's business, Mr. Buchanan discloses that for the year ended Dec. 31, 2006, MSH had revenue of approximately $36,200,000, with a net income of approximately $8,000. MSH's total assets were approximately $34,750,000, total liabilities were approximately $32,350,000 and total net worth was $2,400,000. For the year ended Dec. 31, 2006, MSLA had revenue of approximately $3,500,000, with net income of approximately $183,000. Total assets were approximately $8,790,000, total liabilities were approximately $7,950,000, and total net worth was approximately $846,000. Primary Prepitition Liabilities The company is party to certain project finance loan agreements with a number of commercial banks, including Bank of Coweta, BB&T, Colonial Bank NA and Community Capital Bank. The loan obligations are secured by the the company's developed residential lots and homes, totaling approximately $26,500,000 in the aggregate. In addition, the company has unpaid trade accounts payables and accrued expenses in the approximate amount of $2,814,000. About Meyer-Sutton Headquartered in Fayetteville, Georgia, Meyer-Sutton Homes Inc. and Meyer-Sutton Land Acquisition Inc. are engaged in the business of purchasing developed residential lots for speculative and pre- sold construction. MEYER-SUTTON HOMES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Meyer-Sutton Homes, Inc. P.O. Box 909 Fayetteville, Ga 30214 Bankruptcy Case No.: 07-11307 Debtor affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Meyer-Sutton Land Acquisition, Inc. 07-11306 Type of Business: The Debtor offers a variety of new homes in South Atlanta, and luxury homes in Newnan, Peachtree City and Henry County. See http://www.meyersutton.com/ Chapter 11 Petition Date: June 4, 2007 Court: Northern District of Georgia (Newnan) Judge: W. Homer Drake Debtors' Counsel: Christopher S. Strickland, Esq. Levine, Block & Strickland, L.L.P. Suite 2270 945 East Paces Ferry Road Atlanta, GA 30326 Tel: (404) 231-4567 Fax: (404) 231-4618 Estimated Assets Estimated Debts ---------------- --------------- Meyer-Sutton Homes, Inc. $10 Million to $10 Million to $50 Million $50 Million Meyer-Sutton Land $1 Million to $1 Million to Acquisition, Inc. $10 Million $10 Million Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Stock Building Supply trade debt $1,319,431 P.O. Box 404934 Atlanta, GA 30384-4934 Jerry K. Lewis & trade debt $168,857 Associates, Inc. P.O. Box 360534 Decatur, GA 30036-0534 Wallace Drywall, Inc. trade debt $137,140 2225 Monier Boulevard, Lithia Springs, GA 30122 Fairburn Ready Mix trade debt $94,190 Moises Coria trade debt $79,140 Shepard Electric, Inc. trade debt $73,578 Fayette Floor & trade debt $69,434 Wallcovering Builders Insulation trade debt $64,751 Charles Thornton trade debt $63,806 Clayton Appliances, Inc. trade debt $49,125 Holcomb Carpet trade debt $41,051 Distributors, Inc. Neal Electric, Inc. trade debt $40,622 Plymarts, Inc. trade debt $37,427 Kiser Construction, Inc. trade debt $35,924 Shawn Newman trade debt $35,616 Jimmy Weeks Heating trade debt $33,300 & Air, Inc. Communities Magazine trade debt $32,400 Mike Delay Plumbing Co., trade debt $32,278 Inc. Global Home Construction, trade debt $30,979 Inc. Larry Townsell, Inc. trade debt $26,620 MICHELINA'S INC: Weak Performance Cues S&P to Cut ratings to B -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior secured loan ratings on Duluth, Minnesota-based frozen- food company Michelina's Inc. to 'B' from 'B+'. At the same time, S&P removed all ratings from CreditWatch, where they were placed with negative implications on Dec. 1, 2006, reflecting at that time weaker-than-expected operating performance and limited cushion under credit facility covenants. The outlook is stable. Michelina's had about $177 million in debt outstanding at April 22, 2007. "The downgrade is based on weaker-than-expected performance in fiscal 2006, our expectations for limited sales and profit growth in 2007, and a more aggressive financial policy as the company is expected to increase shareholder distributions," said Standard & Poor's credit analyst Christopher Johnson. The ratings on Michelina's reflect its moderately high debt levels, more aggressive financial policy, narrow product portfolio, and the highly competitive frozen-entr,e category in which the company competes. Michelina's products are sold under the Michelina's and Budget Gourmet brand names, primarily in North America. The company is a leader in the value segment of the frozen-entr,e category, selling competitively priced nondiet entr,es. MILLENIUM ACQUISITIONS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Millenium Acquisitions, L.L.C. c/o Charmaine Flowers 6409 Inwood Drive Springfield, VA 22150 Bankruptcy Case No.: 07-11436 Chapter 11 Petition Date: June 4, 2007 Court: Eastern District of Virginia (Alexandria) Debtor's Counsel: Thomas F. DeCaro, Jr., Esq. DeCaro & Howell, P.C. 14406 Old Mill Road, Suite 201 Upper Marlboro, MD 20772 Tel: (301) 464-1400 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor does not have any creditors who are not insiders. MORGAN STANLEY: S&P Lifts Ratings on $3MM Class A-4 Notes to B -------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on the $3 million class A-4 secured fixed-rate notes from Morgan Stanley ACES SPC's series 2006-8 to 'B' from 'B-' and removed it from CreditWatch, where it was placed with positive implications on May 14, 2007. The rating action reflects the May 31, 2007, raising of the rating on the referenced obligations issued by Goodyear Tire & Rubber Co. and its removal from CreditWatch positive. Morgan Stanley ACES SPC's $46 million secured fixed-rate notes series 2006-8 is a swap-dependent synthetic transaction that is weak-linked to the lower of (i) the ratings on the respective reference obligations for each class; (ii) the long-term rating on the swap counterparty and contingent forward counterparty's guarantor, Morgan Stanley ('A+'); and (iii) the credit quality of the underlying securities, BA Master Credit Card Trust II's class A certificates from series 2001-B due 2013 ('AAA'). MTR GAMING: Seeks Noteholders' Approval on Indenture Amendments --------------------------------------------------------------- MTR Gaming Group, Inc. is soliciting consents from the holders of its Senior Notes, Series B, due 2010, and its Senior Subordinated Notes, Series B, due 2012, to certain amendments to the Indentures governing the Senior Notes and Senior Subordinated Notes. The proposed amendments are intended principally to increase from $85 million to $135 million the permitted debt "basket" for debt incurred under MTR's secured revolving Credit Agreement pursuant to the debt incurrence covenant set forth in the Indentures. The consent solicitation will expire at 5:00 p.m. Eastern Time on June 14, 2007 unless extended. Holders of record of the Senior Notes and Senior Subordinated Notes as of 5:00 p.m. Eastern Time on June 1, 2007, are entitled to consent to the proposed amendments. MTR will pay a consent payment equal to $7.50 per $1,000 principal amount of Senior Notes and $20.00 per $1,000 of Senior Subordinated Notes to each holder of record as of the Record Date who has delivered and not revoked a valid consent prior to the Expiration Time. Holders of Senior Subordinated Notes may be entitled to certain additional payments. Adoption of the proposed amendments and payment of the consent payments and additional payments are each subject to certain conditions, including without limitation, the receipt of the consent of holders of at least a majority in principal amount, respectively, of the outstanding Senior Notes and Senior Subordinated Notes. For a complete statement of the terms and conditions of the consent solicitation and the proposed amendments, holders of the Senior Notes and Senior Subordinated Notes should refer to the Consent Solicitation Statement, the related Letter of Consent and other materials, dated June 4, 2007. MTR has retained Jefferies & Company to serve as the Solicitation Agent for the consent solicitation. About MTR Gaming MTR Gaming Group Inc. (NasdaqGS:MNTG) -- http://www.mtrgaming.com/ -- owns and operates the Mountaineer Race Track & Gaming Resort in Chester, West Virginia; Scioto Downs in Columbus, Ohio; the Ramada Inn and Speedway Casino in North Las Vegas, Nevada; Binion's Gambling Hall & Hotel in Las Vegas, Nevada; and holds a license to build Presque Isle Downs, a thoroughbred racetrack with pari- mutuel wagering in Erie, Pennsylvania. The company also owns a 50% interest in the North Metro Harness Initiative LLC, which has a license to construct and operate a harness racetrack and card room outside Minneapolis, Minnesota and a 90% interest in Jackson Trotting Association LLC, which operates Jackson Harness Raceway in Jackson, Michigan. * * * MTR Gaming Group Inc. carries Moody's Investors Service's B1 Corporate Family Rating. MUSICLAND HOLDING: Plan Confirmation Hearing Moved to June 14 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has continued the hearing to consider the confirmation of Musicland Holding Corp. and its debtor-affiliates' Second Amended Plan of Liquidation to June 14, 2007. Accordingly, the Debtors, the Official Committee of Unsecured Creditors and the current members of the Informal Committee of Secured Trade Vendors further agree that the deadline set under the Debtors' Second Amended Plan for: (a) the Confirmation Order to become a Final Order is extended until August 31, 2007; and (b) occurrence of the Effective Date is extended until September 30, 2007. Headquartered in New York, New York, Musicland Holding Corp., is a specialty retailer of music, movies and entertainment-related products. The Debtor and 14 of its affiliates filed for chapter 11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. At March 31, 2007, the Debtors disclosed $20,121,000 in total assets and $321,546,000 in total liabilities. On May 12, 2006, the Debtors filed their Joint Plan of Liquidation with the Court. On Sept. 14, 2006, they filed an amended Plan and a Second Amended Plan on Oct. 13, 2006. The Court approved the adequacy of the Amended Disclosure Statement on Oct. 13, 2006. (Musicland Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) MUSICLAND HOLDING: Fox Wants Panel's Claim Objection Overruled -------------------------------------------------------------- Twentieth Century Fox Home Entertainment LLC asks the United States Bankruptcy Court for the Southern District of New York to overrule the objection of the Official Committee of Unsecured Creditors on its claim against Musicland Holding Corp. and its debtor-affiliates. As previously reported, the Creditors Committee contendeded that the sum due to 20th Century Fox is only for $27,606,138. Twentieth Century asserts that the Debtors owe it $30,729,276. The Committee's counsel has explained that the discrepancy arose due to a disagreement as to amount of qualified deductions available to the Debtors for advertising, rebate and price protection credits, and authorized returns. According to Steven J. Khan, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Los Angeles, California, Century Fox intends to settle the matter at the hearing where the parties seek to ask the Court to set a date for an evidentiary hearing to determine the exact amount allowable under Century Fox's claim. Headquartered in New York, New York, Musicland Holding Corp., is a specialty retailer of music, movies and entertainment-related products. The Debtor and 14 of its affiliates filed for chapter 11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. At March 31, 2007, the Debtors disclosed $20,121,000 in total assets and $321,546,000 in total liabilities. On May 12, 2006, the Debtors filed their Joint Plan of Liquidation with the Court. On Sept. 14, 2006, they filed an amended Plan and a Second Amended Plan on Oct. 13, 2006. The Court approved the adequacy of the Amended Disclosure Statement on Oct. 13, 2006. (Musicland Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) NEFF CORP: Lightyear Fund Completes $900 Million Buyout ------------------------------------------------------- Neff Corp disclosed that Lightyear Capital LLC's Lightyear Fund II L.P. has completed its acquisition of the company for approximately $900 million. The transaction was financed through a combination of equity contributed by an investor group led by Lightyear which includes General Electric Pension Trust, Norwest Equity Partners, and members of Neff's existing management team, and debt financing arranged by Bank of America, CIBC World Markets, GE Capital Markets, Inc., and UBS Investment Bank. "The company is excited to be working with Lightyear," Graham Hood, Neff's newly-appointed president and chief executive officer, said. "Lightyear's financial services expertise and experience in the rental and leasing industry will be instrumental as the company continues to grow and advance the business." In conjunction with the closing of the transaction, Neff's former Chief Executive Officer Juan Carlos Mas has become its Chairman. The acquisition is Lightyear's second in the rental and leasing industry: The Lightyear Fund L.P. acquired BakerCorp, a liquid and solid containment equipment rental and leasing company, in November 2005. "Neff represents an addition to Lightyear's portfolio and is the result of the company's strategy of targeting investment opportunities in specialty growth areas within financial services," Donald B. Marron, chairman and chief executive officer of Lightyear, said. "The company believes Neff's disciplined asset management competency and strong management team positions the company to capitalize on the outsourcing trends driving the U.S. equipment rental industry." Lightyear's legal counsel was Simpson Thacher & Bartlett LLP. Neff's financial advisors were CIBC World Markets and Credit Suisse, with legal counsel from Latham & Watkins LLP. About Lightyear Capital Based in New York City, Lightyear Capital - http://www.lycap.com/ -- is a private equity investment firm providing buyout and growth capital to companies in the financial services industry. Lightyear, through its affiliated funds, has managed approximately $3 billion of committed capital with investments across the financial services spectrum, including asset management, banking, brokerage, financial technology, insurance, leasing, and related business services and other sectors within financial services. Lightyear brings unique strengths and discipline to its investment process, as well as operating, transaction, and strategic management experience, along with significant contacts and resources beyond capital. The senior team of professionals has an average of 20 years of financial services-related experience and includes David Glenn, Stewart Gross, Donald Marron, Richard Sterne, and Mark Vassallo. About Neff Corp. Headquartered in Miami, Florida, Neff Corp. operates through its network of 66 branches in 14 states located within the economically attractive Sunbelt geographic market, serving more than 20,000 diversified customers who rent leading brands of equipment and tools. Construction companies, golf course developers, industrial plants, the oil industry, and municipalities all rely on Neff for reliable and quality equipment. * * * As reported in the Troubled Company Reporter on May 7, 2007, Moody's Investors Service assigned ratings to Neff Corp.: (i) corporate family rating - B3; (ii) probability of default - B3; (iii) second lien term loan -- B3 (LGD4, 56%); (iv) senior unsecured notes -- Caa2 (LGD5, 87%); and (v) speculative grade liquidity rating -- SGL-3. The outlook is stable. As reported in the Troubled Company Reporter on May 7, 2007, Standard & Poor's Ratings Services affirmed its ratings on Miami- based equipment rental company Neff Corp. and its operating subsidiaries, including its 'B+' corporate credit rating. At the same time, the ratings were removed from CreditWatch where they were placed with negative implications on April 3, 2007, following news on the sale of the company. NOVELIS INC: Hindalco Acquisition Cues S&P to Remove Watch ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed all of its ratings on Novelis Inc., including the 'BB-' long-term corporate credit rating, and removed the ratings from CreditWatch with developing implications, where they were placed Feb. 12, 2007. The outlook is negative. "The ratings were removed from CreditWatch after Standard & Poor's reviewed the company's acquisition by Hindalco Industries Ltd. and associated financing arrangements," said Standard & Poor's credit analyst Donald Marleau. The risk of any default under its secured bank loans or unsecured notes -- technical or otherwise -- is effectively eliminated by the committed credit facilities in place to refinance any maturities due as a result of change-of-control provisions. "The negative outlook stems from the continued financial risk Novelis faces in the next year or two as it aims to restore its cash flow by improving its risk management systems and business practices related to commodity metals exposure," Mr. Marleau added. The ratings on Novelis reflect its aggressive financial risk profile, characterized by a heavy debt burden and low margins that have proven to be less stable than expected when the company began stand-alone operations in January 2005, after Alcan Inc. (BBB+/Watch Neg/A-2) spun off substantially all of its aluminum rolling businesses. Nevertheless, Standard & Poor's expects that Novelis' financial performance will improve steadily in the next four to six quarters, as the company improves its ability to manage the operating margin and liquidity risks associated with can sheet price ceilings and higher aluminum prices. The negative outlook reflects the pressure that will be put on Novelis' credit quality for several more quarters because of unproven hedging strategies implemented to shore up its cash flow and reduce debt. Should the combination of hedging strategies and changes to its sales contracts not effectively reduce its exposure to commodity metals prices in the next 12 to 18 months, such that the stability of its cash flow and the pace of debt reduction do not improve, the ratings will be lowered. Nevertheless, Novelis' profitability and cash flow are expected to recover through 2007 and 2008, as the company better matches its internal and external hedges to its commodity metals exposure. Should this occur, the outlook will be revised to stable. Continued debt reduction in the next several years could put upward pressure on the ratings, as the company's capital structure better corresponds to its satisfactory business risk. The risks associated with the impending refinancing are muted by existing commitments to fund the takeout of its entire debt, and it appears unlikely that its unsecured notes will be tendered, considering that these instruments continue to trade clearly above the change-of-control price of 101. Nevertheless, higher interest on new credit facilities or more onerous financial covenants could have a small negative effect on the company's credit profile. OMI CORP: S&P Retains Negative Watch on BB+ Ratings --------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on shipping company OMI Corp. (BB+/Watch Neg/--) remain on CreditWatch with negative implications, where they were placed on March 19, 2007. The CreditWatch update follows the May 31, announcement that an entity formed by Teekay Shipping Corp. (BB+/Watch Neg/--) and A/S Dampskibsselskatbet TORM has acquired 83.5% of the common shares of OMI Corp., with arrangements seeking to acquire the remaining shares. Teekay and TORM have said that they plan to divide the assets of OMI. "We expect to withdraw our corporate credit rating on OMI upon completion of the acquisition," said Standard & Poor's credit analyst Philip Baggaley. Disposition of the rated unsecured notes of OMI has not yet been disclosed. PAUL THORNTON: Case Summary & Three Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Paul G. Thornton 8425 Rock Bridge Road Lithonia, GA 30058 Bankruptcy Case No.: 07-68689 Chapter 11 Petition Date: June 3, 2007 Court: Northern District of Georgia (Atlanta) Debtor's Counsel: William T. Payne 118 East Trinity Place Decatur, GA 30030 Tel: (404) 479-4400 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Alley-Cassidy Brick building materials $34,405 4745 Hammond Industrial Drive Cumming, GA 30040 Wells Fargo Financial auto loan $7,000 Seaport Drive Chester, PA 19013-1510 Ace Flooring and Granite building supplies $5,454 3040 Miller Road Lithonia, GA 30058 PQ CORP: Carlyle Deal Cues S&P to Put Ratings on Negative Watch --------------------------------------------------------------- Standard & Poor''s Ratings Services placed its ratings on PQ Corp. on CreditWatch with negative implications. The corporate credit rating on the Berwyn, Pennsylvania-based specialty chemical producer is 'B+'. "The CreditWatch action followed PQ Corp.'s announcement that The Carlyle Group agreed to acquire the parent company of PQ from existing equity holder J.P. Morgan Partners LLC.," said Standard & Poor's credit analyst Paul Kurias. The estimated value of the transaction is $1.5 billion, and it is expected to close in the third quarter of 2007, subject to regulatory review and customary closing conditions. "We believe that the transaction may result in a weaker financial profile for PQ because of the potential for higher levels of debt in the capital structure," Mr. Kurias said. "We will resolve the CreditWatch listing after meeting with management and reviewing the financial policy and plans for a revised capital structure." PQ Corp. is a specialty chemical producer with more than $700 million in annual sales. PRIME 2004-CL1A: S&P Cuts Rating on Class B-3 Certificates to B --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class B-3 certificates from PRIME 2004-CL1A to 'B' from 'BB'. The rating remains on CreditWatch, where it was placed with negative implications on April 26, 2006. Additionally, S&P affirmed the remaining ratings from this transaction. The lowered rating and CreditWatch placement reflect the downgrade of the underlying certificate, class B-3 from Prime Mortgage Trust 2004-CL1, which supports series 2004-CL1A. The series 2004-CL1A certificates represent a portion of the undivided ownership interests in a trust fund consisting of series 2004-CL1's class B-1, B-2, and B-3 pass-through certificates. On each distribution date, certificate holders are entitled to monthly distributions of principal and interest received on the related underlying certificates. As of the May 2007 distribution date, total delinquencies for Prime Mortgage Trust 2004-CL1 were 7.19%, with 2.04% categorized as seriously delinquent (90-plus days, foreclosures, and REOs). Cumulative realized losses represent 0.14% of the original balance. Standard & Poor's will continue to monitor the performance of the underlying transaction. If the delinquent loans continue to translate into realized losses, S&P will likely take additional negative rating actions. Conversely, if the delinquent loans are cured or liquidated at a low loss severity, S&P will affirm the rating on class B-3 from series 2004-CL1A and remove it from CreditWatch. The affirmations are based on credit support percentages that are sufficient to maintain the current ratings. Credit support for this transaction is provided by subordination. The underlying collateral consists of conventional, fully amortizing, 15- and 30-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties. Rating Lowered and Remaining on Creditwatch Negative PRIME 2004-CL1A Rating ------ Class To From ----- -- ---- B-3 B/Watch Neg BB/Watch Neg Ratings Affirmed PRIME 2004-CL1A Class Rating ----- ------ B-1 AA B-2 A XB BBB PRIME MEASUREMENTS: U.S. Trustee Appoints Seven-Member Committee ---------------------------------------------------------------- The U.S. Trustee for region 16 appointed four creditors to serve on an Official Committee of Unsecured Creditors in Prime Measurements Products LLC's bankruptcy case. The Committee members are: a. Peter Bingley Arnold-Gonzalves Eng. Inc. 5731 Chino Avenue Chino, CA 91770 Tel: (909) 465-1579 b. Don Helmrich City Systems Leasing 2285 Franklin Road Bloomfield Hilss, MI 48302 Tel: (248) 339-1393 c. James P. Murphy Lucas Horsfall, Murphy & Pindroh LLP 100 East Corson Street, Suite 200 Tel: (213) 386-0008 d. Su Ki Kim Sanjie Commercial Co. Ltd. 3699 Wilshire Boulevard, #1150 Los Angeles, CA 90010 Tel: (213) 386-0008 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Based in the City of Industry, California, Prime Measurement Products LLC -- http://www.prime-measurement.com/-- manufactures flow, pressure, and level measurement solutions for the process and bulk goods industries. The company filed for Chapter 11 protection on Jan. 5, 2007 (Bankr. C.D. Calif. Case No. 07-10109). Jeffrey N. Pomerantz, Esq., and Linda F. Cantor, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the Debtor. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. PRIME MEASUREMENT: Court OKs Sulmeyerkupetz as Panel's Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Prime Measurement Products LLC's chapter 11 case obtained authority from the U.S. Bankruptcy Court for the Central District of California to retain Sulmeyerkupetz as its attorneys. The firm is expected to: i. investigate potential causes of action against third parties, or other sources of recovery; ii. review the enforceability of the various secured Claims asserted against the Debtor, advise the Committee with respect to its powers and duties in the case; iii. assist in the Committee's investigation of the Debtor's acts, conduct, assets, liabilities, and financial condition, the operation of the Debtor's business, and the proposed sale of the Debtor's assets, and assist with other matters relevant to the case, including the formulation of a plan of reorganization; iv. advise the Committee so that it may properly comply with all provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the requirements of the United States Trustee; and v. perform such other legal services as may be required and is in the interest of unsecured creditors. The Committee disclosed the the firm's professionals billing rates are: Professional Hourly Rate ------------ ----------- Richard G. Bauman, Esq. $500 Howard M. Ehrenberg, Esq. 435 Mark S. Horoupian, Esq. 400 Arnold L. Kupetz, Esq. 575 David S. Kupetz, Esq. 495 Daniel A. Lev, Esq. 425 Howard N. Madris, Esq. 400 Elissa D. Miller, Esq. 400 Jeffrey M. Pomerance, Esq. 400 Dean G. Rallis Jr., Esq. 495 Victor A. Sahn, Esq. 495 Israel Saperstein, Esq. 325 Larry D. Simons, Esq. 325 Diane C. Stanfield, Esq. 400 Irving Sulmeyer, Esq. 600 Alan G. Tippie, Esq. 495 Marcus A. Tompkins, Esq. 275 Steven R. Wainess, Esq. 450 Perez, LV 150 Victor A. Sahn, Esq., an attorney of the firm, assures the Court that he does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Sahn can be reached at: Victor A. Sahn, Esq. Sulmeyerkupetz 333 South Hope Street, 35th floor Los Angeles, CA 90071-1706 Tel: (213) 626-2311 Fax: (213) 629-4520 http://www.sulmeyerlaw.com/ Based in the City of Industry, California, Prime Measurement Products LLC -- http://www.prime-measurement.com/-- manufactures flow, pressure, and level measurement solutions for the process and bulk goods industries. The company filed for Chapter 11 protection on Jan. 5, 2007 (Bankr. C.D. Calif. Case No. 07-10109). Jeffrey N. Pomerantz, Esq., and Linda F. Cantor, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represents the Debtor. SulmeyerKupetz PC serves as counsel for the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts between $10 million and $50 million. QUEBECOR MEDIA: CDN$516.9MM Osprey Deal Cues S&P to Affirm Ratings ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed the ratings, including the 'BB-' long-term corporate credit rating, on Montreal, Quebec- based Quebecor Media Inc., one of Canada's largest cable and media companies. At the same time, Standard & Poor's affirmed the ratings on Quebecor Media's subsidiaries, Videotron Ltee and Sun Media Corp. (both rated BB-/Stable/--). The outlook is stable. The affirmation follows Quebecor Media's announcement that it has entered into an acquisition and support agreement to acquire all of the units outstanding of Osprey Media Income Fund, a leading publisher of newspapers, magazines, and specialty publications in Ontario. Quebecor Media has made a cash offer of CDN$7.25 per unit for the business, which represents a total equity value of CDN$355.5 million and a total purchase price of CDN$516.9 million. S&P expect the acquisition to be financed using debt, which will result in weaker credit protection measures on a pro forma basis. Still, credit measures should remain in line with the rating category following the transaction, which should close in August 2007 upon regulatory approval. "With Osprey's 20 daily and 34 nondaily community newspapers, the proposed acquisition will strengthen the company's Sun Media newspaper market position, which currently consists of eight paid urban dailies, seven free commuter dailies, and 196 community newspapers and specialty publications," said Standard & Poor's credit analyst Lori Harris. "Although there is a degree of integration risk to the acquisition, Standard & Poor's expects that Quebecor Media will be able to effectively manage the integration process," Ms Harris added. The stable outlook reflects Standard & Poor's expectation that Quebecor Media's operating assets will maintain their solid market positions, that credit measures will be in line with the ratings in the medium term, and that the company will successfully manage the integration of Osprey. The outlook could be revised to positive or the ratings could be raised if Quebecor Media improves its financial risk profile and is able to sustain better operating performance and stronger credit measures. The outlook could be revised to negative if the company fails to meet expectations, resulting in the weakening of Quebecor Media's operating performance and credit measures. RECYCLED PAPER: S&P Holds CCC Ratings and Removes Negative Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC' corporate credit and bank loan ratings on Chicago, Illinois-based Recycled Paper Greetings Inc. The ratings were removed from CreditWatch with negative implications, where they were placed on April 5, 2007, following the company's violation of financial covenants for the third quarter ended Jan. 26, 2007, and loss of access to its revolving credit facility. Ratings were subsequently lowered by three notches on April 20, 2007. RPG has since received an amendment to its first- and second-lien credit facilities on April 27, 2007, to relax its covenants over multiple quarters. The amendment also required the company's financial sponsor, Monitor Clipper Partners, to commit an additional$15 million of equity, of which $10 million was used to prepay the term loan B and $5 million will be reserved exclusively for scan-based-trading implementation-related expenses. The outlook is negative. Total debt outstanding at the company was about $189 million at April 30, 2007. "Although the company was able to meet its interest payment at the end of April 2007 and regain access to its revolver, we remain concerned about the company's ability to generate sufficient free operating cash flow, reduce debt, grow its business with new and existing customers, and effectively implement SBT," said Standard & Poor's credit analyst Bea Chiem. The ratings on RPG reflect its leveraged financial profile, narrow product focus, customer concentration, and small size. RPG is a niche company that develops and markets alternative greeting cards. With less than $100 million of net sales in the fiscal year ended April 30, 2007, the company is a very small participant in the mature, $7.5 billion U.S. greeting card market. RITCHIE CAPITAL: To File for Bankruptcy for Insurance Holdings -------------------------------------------------------------- Ritchie Capital Management Ltd. plans to seek bankruptcy protection for its life insurance holdings after suing co-investor Coventry First LLC last month of fraud, Bloomberg News reports. According to Ritchie Capital, InsuranceNewsNet.com reports, it would have never invested on life insurance products with Coventry had they known that Coventry was under government probe on bid rigging. Both papers relate that Ritchie is asking for a total of $2 billion $700 million in actual damages plus treble damages. Ritchie Capital has agreed to sell a portion of its multistrategy fund's holdings to Reservoir Capital Group for $1 billion, Bloomberg News recounts. The company is also in discussion for a possible sale of additional assets to potential buyers including Coller Capital Ltd., a London-based private-equity firm. "Bankruptcy is an effort to keep the pressure at bay long enough to develop a plan for liquidating," Charles Crow, partner and founder of Princeton, New Jersey-based law firm Crow & Associates, which represents hedge-fund managers and investors, said. "It's the next level up from suspending redemptions." In response, Coventry stated that Ritchie Capital's charge was a cheap publicity stunt to divert attention from its own well- documented problems, sources say. About Coventry Headquartered in Philadelphia, Pennsylvania, Coventry First LLC - http://www.coventry.com/-- is a secondary market leader for life settlements. About Ritchie Headquartered in Lisle, Illinois, Ritchie Capital Management Ltd. - http://www.ritchiecapital.com/-- is a private asset management firm founded in 1997 by former college football linebacker Thane Ritchie. The company has offices in New York and Menlo Park, California. RITE AID: Completes Acquisition of 1,854 Brooks and Eckerd Stores ----------------------------------------------------------------- Rite Aid Corporation has completed its acquisition of 1,854 Brooks and Eckerd stores and six distribution centers from The Jean Coutu Group (PJC) Inc., creating the largest drugstore chain on the East Coast and significantly strengthening its position as the third largest U.S. drugstore chain. The stores and distribution centers are located in 18 states, primarily on the East Coast and in the Mid-Atlantic region. After regulatory required divestitures of 26 stores, Rite Aid will have 5,160 stores with the scale to compete more effectively with its major drugstore rivals. Mary Sammons, Rite Aid president and CEO, has also been appointed chairman of the Rite Aid Board of Directors, succeeding Robert G. Miller who remains a Director. Michel Coutu, formerly president of The Jean Coutu Group's U.S. operations, has been appointed Rite Aid non-executive co-chairman. "The completion of this transaction is a significant milestone for the shareholders, customers and associates of Rite Aid, and we are ready to hit the ground running with a detailed integration plan that includes significant investments in the Brooks and Eckerd stores and in our new associates," Sammons said. "With a much larger Rite Aid, we're confident we will have substantial opportunities to reduce costs, improve operations and grow earnings per share, which will generate greater value for our shareholders." Integration Plan Brooks Eckerd will be integrated into Rite Aid in phases, including replacing all store systems with Rite Aid state-of-the- art technology and a minor remodel of all the stores. Starting immediately, Rite Aid will fully convert 23 Brooks and Eckerd pilot stores, which represent various store layouts, and integrate the six new distribution centers. Once the pilot store conversion is completed, Rite Aid will begin replacing systems in all of the acquired stores, which is expected to be completed by next March. Some time after its systems are replaced, every acquired store will receive a minor remodel, including upgraded d,cor and remerchandising. All stores are expected to be converted and re- branded Rite Aid over the next 16 months. "These are good stores in good locations with dedicated associates. We are eager to bring them into Rite Aid, and we've got the infrastructure, management team, best practices and plan to do it," Sammons said. "To make sure we limit disruption to both customers and associates, ours is a systematic phased approach." Over the next several years, Rite Aid plans to fully remodel almost all of the Brooks and Eckerd stores, bringing the total investment to upgrade the stores and distribution centers to more than $1 billion. The company will also continue its store development program with plans to open nearly 1,000 new and relocated stores over the next five years. Transaction Background On August 24, 2006, Rite Aid and The Jean Coutu Group announced that they had reached a definitive agreement for Rite Aid to purchase the Brooks and Eckerd drugstore chains. Rite Aid shareholders overwhelmingly approved the acquisition at a special stockholders meeting on Jan. 18, 2007. On June 1, 2007 the Federal Trade Commission had accepted the proposed consent agreement to divest 23 stores in nine states and that the Hart-Scott-Rodino Act waiting period had expired, permitting the parties to close on the transaction. Rite Aid will also enter into state consent orders for the divestitures required by the FTC and for the divestiture of three additional stores. The Jean Coutu Group received $2.36 billion in cash, subject to a working capital adjustment, and 250 million shares of Rite Aid common stock in the transaction, giving it an approximate 32 percent common equity interest and approximately 30 percent of the voting power in Rite Aid. Rite Aid expects the transaction to enable the company to achieve significant cost efficiencies in the areas of merchandising, purchasing, advertising and distribution as well as administrative expenses. While Rite Aid said it expects a net loss for fiscal 2008 because of integration expense, the company also expects nine months of acquisition-related cost savings of approximately $155 million. The company also expects additional acquisition-related cost savings, net of the remaining integration expenses, to be accretive by $0.18 to $0.20 per diluted share in fiscal 2009. Included in the accretion estimates for fiscal 2009 are annual cost savings of $225 million. Distribution Centers Seventy percent of the acquired stores are in 14 states where Rite Aid already operates, while Massachusetts, Rhode Island, North Carolina and South Carolina have been added to the company's national footprint. The 338 Brooks stores Rite Aid has acquired are located in Maine, Vermont, New Hampshire, Massachusetts, Rhode Island, Connecticut and New York. The 1,516 Eckerd stores Rite Aid has acquired are located in New York, Pennsylvania, New Jersey, Maryland, Delaware, Virginia, West Virginia, Tennessee, North Carolina, South Carolina, Georgia and Ohio. The distribution centers are located in Atlanta, Georgia, Charlotte, North Carolina, Philadelphia, Pennsylvania, Dayville, Connecticut, Syracuse, New York, and Bohemia, New York. Rite Aid also acquired the Brooks Eckerd corporate headquarters in Warwick, Rhode Island. About Rite Aid Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is one of the United States' leading drugstore chains with annual revenues of approximately $17.5 billion and more than 3,330 stores in 27 states and the District of Columbia. * * * As reported in the Troubled Company Reporter on May 17, 2007, Standard & Poor's Ratings Services assigned its 'BB-' rating and '1' recovery rating to Rite Aid Corp's $1.105 billion senior secured tranche 2 term loan facility. The '1' recovery rating indicating the high expectation for full recovery of principal in the event of a payment default. Concurrently, Standard & Poor's raised the ratings on the three existing second-lien notes to 'B+' from 'B' and assigned a '1' recovery rating, indicating the high expectation for full recovery of principal in the event of a default. The secured notes ratings have been removed from CreditWatch with developing implications. At the same time, Standard & Poor's affirmed all other ratings, including the 'B' corporate credit rating. The outlook is stable. ROBERT CARMACK: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Robert L. Carmack 23670 Hall Road Trenton, MI 48183 Bankruptcy Case No.: 07-50177 Chapter 11 Petition Date: May 23, 2007 Court: Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Kurt A. O'Keefe, Esq. 645 Griswold Street, Suite 3156 Detroit, MI 48226 Tel: (313) 962-4630 Total Assets: $1,354,000 Total Debts: $1,656,717 Debtor's 18 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sky Bank loan $752,892 236 South Main Street Findlay, OH 45840 commercial $110,000 property; value of security: $300,000; value of senior lien: $232,751 N.B.C. Construction guaranty $109,421 Services, L.L.C. John Harrington 30500 Van Dyke Suite M 200 Warren, MI 48093 Option One Mortgage Co. investment $51,253 3 Ada Way property; Irvine, CA 92618 value of security: $50,000 Wayne County Treasurer residence; $22,353 value of security: $350,000; value of senior lien: $329,189 I.R.S. income tax $16,777 AT&T telephone $6,935 F.M.C.C. vehicle $3,875 G.M.A.C. deficiency on $3,760 vehicle Wash Mutual/Providian credit card $2,899 Pleasanton, CA Wash Mutual/Providian credit card $2,881 Dallas, TX I.C. System collection Med102 $2,695 affiliated Mdci of Dearborn Account Services collection $1,705 Collections Providence Hospital Cavalry Portfolio services $1,318 Calvary Portfolio/ collection 01 At T $1,255 Collection Allied Interstate, Inc. collection At T $1,196 Oakwood Hospital medical $962 Comprehensive Collection collection $782 Oakwood Hospital Southshore Medic. Allst Cr. Bur. Med102 Southfield $378 Radiology Association RURAL CELLULAR: Prices $425MM Senior Floating Rate Notes Offering ----------------------------------------------------------------- Rural Cellular Corporation has priced its $425 million aggregate principal amount of senior subordinated floating rate notes due 2013. The senior subordinated floating rate notes will bear interest at LIBOR plus 3.00% per year, adjusted quarterly. The company intends to use the proceeds of this offering, together with cash on hand, to redeem all its $115.5 million, aggregate principal amount of 11 3/8% Senior Subordinated Debentures due 2010, to redeem all of its $300 million aggregate principal amount 9-3/4% Senior Subordinated notes due 2010, and general corporate purposes. The senior subordinated floating rate notes have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Based in Alexandria, Minnesota, Rural Cellular Corporation -- http://www.ruralcellular.com/-- provides wireless telecommunication services to approximately 600 thousand retail subscribers in rural areas of the United States. * * * As reported in the Troubled Company Reporter on April 2, 2007, Moody's Investors Service placed all ratings of Rural Cellular Corporation's Corporate family rating at B3, $300 million 9.75% senior subordinate notes due 2010 at Caa2, $175 million senior subordinate FRN's due 2012 at Caa2 under review for possible downgrade. SECUNDA INT'L: McDermott Offer Prompts S&P's Developing Watch ------------------------------------------------------------- Standard & Poor's Ratings Services revised the CreditWatch implications for its 'B-' long-term corporate credit and senior secured debt ratings on Nova Scotia-based Secunda International Ltd. to positive from developing. The action follows the announcement that McDermott International Inc. subsidiary J. Ray McDermott SA has signed a definitive agreement to purchase substantially all of the assets of Secunda, including 14 vessels, for about $260 million. "With the senior secured debt expected to be retired upon completion of the sale, the CreditWatch reflects the likely strengthening of Secunda's credit corporate profile with the removal of the debt," said Standard & Poor's credit analyst Jamie Koutsoukis. "As the 14 vessels that J. Ray will acquire represent substantially all the assets of Secunda and include the security pledged on the US$125 million senior notes outstanding, we expect the debt to be retired upon completion of the sale," Ms Koutsoukis added. The closing of the acquisition remains contingent upon regulatory approval in both Canada and the U.S. S&P expect the transaction to close early in third-quarter 2007. Standard & Poor's will resolve the CreditWatch action following the completion of the sale. SECURITY HOLDINGS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Security Holdings, L.L.C. 11047 North 109th Place Scottsdale, AZ 85259 Bankruptcy Case No.: 07-02559 Chapter 11 Petition Date: June 4, 2007 Court: District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Donald W. Powell Carmichael & Powell, P.C. 7301 North 16th Street, Suite 103 Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 Total Assets: $1,850,000 Total Debts: $1,728,087 The Debtor did not file a list of its 20 largest unsecured creditors. SI INT'L: $59MM LOGTEC Acquisition Cues S&P to Affirm B+ Rating --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating and positive outlook on Reston, Virginia-based SI International Inc. At the same time, Standard & Poor's affirmed its 'B+' bank loan and '3' recovery ratings on SI's $155 million senior secured bank facility (including the proposed $25 million add-on term loan). The recovery rating of '3' indicates expectation for meaningful recovery of principal in the event of a payment default. The facility consists of a $60 million revolving credit facility (due 2011) and a $95 million term loan (due 2011). The ratings affirmation follows the company's announcement that it will acquire LOGTEC Inc. for $59 million in cash. While this acquisition, which will be funded with the $25 million add-on term loan, a $20 million draw on the revolver, and cash from the balance sheet, will increase SI's operating lease adjusted debt to about 2.9x from a current level of 2.4x, leverage remains appropriate for the current rating. Furthermore, S&P's ratings provide SI with moderate debt capacity to continue to participate in the ongoing consolidation of the government IT services industry. "The ratings reflect SI's relatively modest position in the highly competitive and consolidating government IT services market, dependence on the federal government's spending initiatives, and acquisitive growth strategy," said Standard & Poor's credit analyst Ben Bubeck. A predictable revenue stream, based on long- term contracts and the expectation that government-related services business will remain solid over the intermediate term, are partial offsets to these factors. SI provides IT services and communications solutions almost exclusively to the federal government. The Department of Defense is the company's largest customer, accounting for approximately 45% of revenue. Pro forma for the proposed transaction, SI had approximately $165 million in operating lease-adjusted debt. SOLUTIA INC: Bankruptcy Clerk Records 9 Claims Sale for May 2007 ---------------------------------------------------------------- The Bankruptcy Clerk of the U.S. Bankruptcy Court for the Southern District of New York disclosed that from May 25, 2007, to May 31, 2007, these claims changed hands during the month in Solutia Inc. and its debtor-affiliates' chapter 11 cases: Face Amount Transferor Transferee Claim No. of Claims ---------- ---------- --------- --------- Eastern Design Contrarian Funds, 3750 $25,184 Services, Inc. LLC City Tire Co. Argo Partners - 2,325 Sulzer Pumps US Inc. Argo Partners - 7,770 Ahlstrom Mount Argo Partners - 35,912 Roberts Abokhair & Liquidity Solutions - 2,911 Mardula LLC Inc. Decatur Printing Co. Liquidity Solutions 955 4,875 Inc. J&D Electrical Liquidity Solutions 420 28,858 Contractors Mouat Co. Inc. Liquidity Solutions 972 4,039 Royal Roofing Liquidity Solutions 986 7,834 Company Inc. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). The Debtors' exclusive period to file a plan expires on July 30, 2007. SOLUTIA INC: Wants Amended Plan Voting Protocol Approved -------------------------------------------------------- Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to approve the disclosure statement to their First Amended Joint Plan of Reorganization, and procedures for soliciting and tabulating votes on the Amended Plan. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, asserts that that the Disclosure Statement contains "adequate information" within the meaning of Section 1125(a) of the Bankruptcy Code. He says the document contains ample and adequate information that would enable parties-in-interest to make informed judgments about and, to the extent appropriate, vote on the Amended Plan. The Disclosure Statement includes information regarding: -- Solutia Inc., and its assets, liabilities and businesses; -- the general economic conditions preceding Solutia's decision to commence the Chapter 11 cases; -- the significant events that have occurred during the Chapter 11 cases; -- the classification and treatment of claims and equity interests under the Plan; -- other material terms of the Plan and its implementation; and -- information concerning the projected financial performance, valuation and other financial information of reorganized Solutia. Record Date The Debtors ask the Court to establish the second business day after the entry an order approving the Disclosure Statement as the record date for purposes of determining which creditors are entitled to vote on the Plan. The Debtors propose that with respect to any transferred claim, the transferee will be entitled to receive a solicitation package and, if the claim holder is entitled to vote with respect to the Plan, cast a ballot on account of the claim only if (i) all actions necessary to effectuate the transfer of the claim have been completed by the Record Date, or (ii) the transferee files by the Record Date, the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer, and a sworn statement of the transferor supporting the validity of the transfer. In the event a claim, other than a Noteholder Claim, is transferred after the Record Date, the transferee will be bound by any vote or election to participate in the rights offering, as the case may be, made by the claim holder as of the Record Date. In the event a Noteholder Claim is transferred after the Record Date, the transferee of the Noteholder Claim will be bound by any vote made by the claim holder as of the Record Date. Solicitation Procedures After the Disclosure Statement is approved, the Debtors propose to mail solicitation packages to: -- all persons or entities that filed proofs of claim on or before the Record Date, except to the extent a claim was paid pursuant to, or expunged by, a prior Court order; -- all persons or entities listed in the Debtors' schedules of assets and liabilities as holding liquidated, non- contingent and undisputed claims in an amount greater than zero; -- the registered holders of the Debtors' debt and equity securities, including options to purchase the securities, as of the Record Date; and -- all other known creditors of the Debtors as of the Record Date. The Solicitation Package will contain copies of: * the Court's order approving the Disclosure Statement; * a notice of a hearing to consider confirmation by the Court of the Amended Plan; * either a form of ballot or master ballot, as appropriate, together with a return envelope, and, if applicable, the rights offering procedures and a rights exercise form, together with a return envelope, and the Disclosure Statement, or a notice of non-voting status; and * other materials as the Court may direct. The Debtors expect to complete distribution of Solicitation Packages by no later than seven business days after the Record Date. In addition, by the Solicitation Date, certain documents will be distributed to parties including the United States Trustee; Monsanto Company; Pharmacia Corporation; the Securities and Exchange Commission; the U.S. Internal Revenue Service; the U.S. Department of Justice; all landlords and other parties to executory contracts or unexpired leases; all administrative creditors of the Debtors; all professionals; and environmental and other regulatory authorities. These documents are: -- the Disclosure Statement Order; -- the Confirmation Hearing Notice; -- the Disclosure Statement; and -- other materials the Court may direct. To avoid duplications and further reduce expenses, The Debtors propose to set these rules: (a) Solicitation Packages for holders of claims against or equity interests in any Debtor placed within a class under the Plan that is deemed to accept or reject the Plan will not include a ballot, and instead include the appropriate form of Notice of Non-Voting Status; (b) The Debtors will not distribute copies of the Plan and Disclosure Statement to holders of claims and equity interest in Classes 1 through 10, 16, and 17, who are deemed to accept the Plan, and in Classes 18 through 20, who are deemed to reject the Plan, unless a holder of claim or equity interest, as applicable, in the Class makes a specific request in writing to the voting agent; provided, however, that the Notices of Non-Voting Status will provide that a copy of the Plan and Disclosure Statement may be viewed at www.fbgdocuments.com/soi or obtained free of charge by contacting the Voting Agent at (646) 282-1800; and (c) Creditors who have field duplicate claims against the Debtors, which are classified under the Plan in the same Class, will receive only one Solicitation Package and one Ballot for voting on their claims with respect to that Class. It would be costly and wasteful to mail Solicitation Packages to addresses to which undeliverable Disclosure Statement Hearing Notices were mailed, Mr. Henes points out. Therefore, the Debtors ask the Court for a departure from the strict notice rule, excusing them from mailing Solicitation Packages to those entities unless the Debtors are provided with or otherwise locate accurate addresses before the Solicitation Date. Voting Procedures One or more Ballots, the forms based on Official Form No. 14, will be distributed to holders of claims in Classes 11 through 15 under the Plan. These are the only Classes entitled to vote to accept or reject the Plan, Mr. Henes notes. With respect to the Ballots that will be sent to holders of Noteholder Claims, the Debtors seek authority to send Ballots to record holders, including brokers, banks, dealers or other agents or nominees -- Nominees. Each Nominee will receive a reasonably sufficient number of Ballots and Solicitation Packages to distribute to the beneficial owners of the Noteholder Claims for whom the Nominee acts. A Nominee has two options with respect to voting: (1) The Nominee will forward the Solicitation Package to each beneficial owner for voting within five business days of receipt of the Solicitation Package and include a return envelope provided by and addressed to the Nominee so that the Beneficial Owner may return the completed Ballot to the Nominee. Upon receipt of the Ballots, the Nominee will summarize the individual votes of its respective Beneficial Owners on the appropriate Master Ballot and return the Master Ballot to the Voting Agent, Financial Balloting Group LLC, by the voting deadline. (2) If the Nominee elects to "prevalidate" Ballots: (a) The Nominee will forward to the Beneficial Owner within five business days the Solicitation Package or copies thereof including the Disclosure Statement and its corresponding exhibits; an individual Ballot that has been prevalidated; and a return envelope provided by and addressed to the Voting Agent; (b) To prevalidate a Ballot, the Nominee will complete and execute the Ballot and indicate on the Ballot the name of the registered holder, the amount of securities held by the Nominee for the Beneficial Owner and the account number(s) for the account(s) in which the securities are held by the Nominee; and (c) For its vote to be counted, the Beneficial Owner will return the prevalidated Ballot to the Voting Agent by the Voting Deadline. Holders of claims and equity interests in Classes 18 through 20 are deemed to reject the Plan. A notice to the holders that they are deemed to vote to reject the Plan will be mailed to them. Claim holders in Classes 1 through 10 are unimpaired and are deemed to have accepted the Plan. A notice of Non-Voting Status will be mailed to them. Similar to the process for serving Ballots upon holders of unsecured notes claims, the Debtors propose to send a Notice of Non-Voting Status - Impaired Classes to the holders of Solutia Inc.'s publicly traded common stock as reflected in the records maintained by the Debtors' transfer agent(s) as of the close of business on the Record Date. Voting Deadline The Debtors anticipate commencing the solicitation period within three business days after the Record Date. The Debtors propose that to be counted as a vote to accept or reject the Plan, each Ballot or Master Ballot must be properly executed, completed, and delivered to the Voting Agent no later than August 30, 2007, at 5:00 p.m., Eastern Time. The Debtors propose that the certification of Ballots be filed on or before the date of the Confirmation Hearing. Vote Tabulation Procedures (1) Ballots The Debtors propose that each claim within a class of claims entitled to vote to accept or reject the Plan be temporarily allowed in an amount equal to the timely filed claim amount, or, if no proof of claim was field, the amount of the claim as set forth in the Schedules. The Temporary Claim Amount will be subject to: -- if a claim for which a proof of claim has been timely filed is not listed on the Schedules and no objection has been filed on or before the Voting Deadline, the claim will be temporarily allowed for voting purposes in the amount set forth in the claim; -- if a claim for which a proof of claim has been timely filed, asserts both a liquidated and unliquidated amount, the claim will be temporarily allowed for voting purposes, subject to other tabulation rules, only in the liquidated amount of the claim; -- if a claim is listed as contingent, unliquidated or disputed, based on a timely filed proof of claim, the claim will be temporarily allowed for voting purposes only in an amount equal to $1; -- notwithstanding any other tabulation rule, if a claim is deemed allowed in accordance with the Plan, the claim will be allowed for voting purposes in the deemed allowed amount set forth in the Plan; -- if the Debtors have served and filed an objection to a claim at least 10 days before the Voting Deadline, the claim will be temporarily allowed for voting purposes in an amount equal to the undisputed amount of the claim, if any; -- notwithstanding any other tabulation rule, if a claim has been estimated or otherwise allowed for voting purposes by Court order, the claim will be temporarily allowed for voting purposes in the amount estimated by the Court; -- if a claim relates to rejection damages under an executory contract or an unexpired lease that has not been rejected as of the Voting Deadline, to the extent the claim is for rejection damages, the claim will be temporarily disallowed for voting purposes and, to the extent the claim is solely for rejection damages, any related Ballot will not be counted as having voted for or against the Plan; and -- if a claim holder identifies a claim amount on its Ballot that is different than the amount otherwise calculated in accordance with the tabulation rules, the claim will be temporarily allowed for voting purposes in the amount calculated in accordance with the tabulation rules. If any creditor seeks to challenge the allowance of its claim for voting purposes in accordance with the tabulation rules, the creditor will serve on the Debtors and file with the Court a motion to temporarily allow its claim in a different amount for purposes of voting to accept or reject the Plan on or before the tenth day after the later of (i) a service of the Confirmation Hearing Notice and (ii) service of notice of an objection, if any, to the claim. (2) Master Ballots and Ballots Cast by Nominees and Beneficial Owners The amount that will be used to tabulate the acceptance or rejection of the Plan will be the principal amount of Solutia's 6.72% debentures due October 15, 2037, and the 7.735% debentures due October 15, 2027, held as of the Record Date. The Voting Agent will adjust the principal amount voted to reflect the claim amount as of the Record Date for the 2027/2037 Notes. The Debtors intend to apply these additional rules for the tabulation of Master Ballots and Ballots cast by Nominees and Beneficial Owners: -- Votes cast by Beneficial Owners through Nominees will be applied against the positions held by the Nominees in the 2027/2037 Notes as of the Record Date, as evidenced by the record and depository listings. Votes submitted by a Nominee, whether pursuant to a Master Ballot or a prevalidated Ballot, will not be counted in excess of the Record Amount of securities held by the Nominee; -- If conflicting votes or "over-votes" are submitted by a Nominee, whether pursuant to a Master Ballot or prevalidated Ballot, the Debtors will attempt to reconcile discrepancies with the Nominees; -- If over-votes on a Master Ballot or prevalidated Ballot are not reconciled prior to the preparation of the vote certification, the Debtors will apply the votes to accept and to reject the Plan in the same proportion as the votes to accept and to reject the Plan submitted on the Master Ballot or prevalidated Ballots that contained the over- vote, but only to the extent of the Nominee's position in the 2027/2037 Notes; -- For purposes of tabulating votes, each Nominee or Beneficial Owner will be deemed to have voted the principal amount of its Noteholder Claim, although the voting agent may be asked to adjust the principal amount to reflect the claim amount, including prepetition interest; and -- a single Nominee may complete and deliver to the Voting Agent multiple Master Ballots. Votes reflected on the master ballots will be counted, except to the extent they are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the latest dated Master Ballot received before the Voting Deadline will, to the extent of the inconsistency, supersede and revoke any prior Master Ballot. (c) General Tabulation Procedures With respect to tabulating Ballots and Master Ballots, the Debtors propose to utilize these procedures: * Ballots and Master Ballots received after the Voting Deadline will not be counted by the Debtors; * Beneficial Holders must vote all of their Noteholder Claims either to accept or reject the Plan and may not split their votes with respect to the 2027/2037 Notes; * Any Ballot, or group of Ballots with respect to the 2027/2037 Notes received from a single creditor, that partially rejects and partially accepts the Plan will not be counted; * No Ballot or Master Ballot sent to the Debtors, any indenture trustee or the Debtors' financial or legal advisors will be counted; and * If no votes to accept or reject the Plan are received with respect to a particular Class, the Class will be deemed to have voted to accept the Plan. Rights Offering Procedure Each holder of a General Unsecured Claim and each holder of a Noteholder Claim as of the Voting Record Date has the right, but not the obligation, to purchase New Common Stock pursuant to a rights exercise form that will be sent to each eligible holder. The Rights Exercise Form will, among others, indicate the price per share of New Common Stock. Eligible Holders may indicate the amount of additional Rights that they will commit to purchase in the event that the Rights Offering is under-subscribed as of the Voting Deadline. Plan Confirmation Hearing The Debtors propose that a hearing to consider confirmation of the Plan be scheduled on September 17, 2007, at 11:00 a.m., Eastern Time. The hearing may be continued from time to time by the Court or the Debtors without further notice except for adjournments announced in open court or filed on the Court's docket. The Debtors will publish, or cause to be published, a notice of the confirmation hearing not less than 25 days before the time fixed for filing objections to confirmation and September 17, 2007, in the national editions of The Wall Street Journal, The New York Times, USA Today, and St. Louis Post-Dispatch. The Voting Agent will post the Confirmation Hearing Notice on its website at http://www.fbgdocuments.com/soi. Objections to confirmation of the Plan should be filed no later than August 30, 2007, at 5:00 p.m., Eastern Time. * * * The Debtors' request for approval of the Disclosure Statement and the Voting and Tabulation Procedures supersedes a similar relief sought by the Debtors in connection with their joint plan of reorganization dated Feb. 14, 2006. The Court had continued the hearing on the original relief indefinitely due to a number of unresolved contingencies, including Adversary Proceeding No. 05- 01843. The Court will convene a hearing to consider approval of the Disclosure Statement to the Amended Plan and the corresponding Voting and Tabulation Procedures on July 10, 2007 at 2:30 p.m. Deadline to file objections is on June 28, at 5:00 p.m. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). The Debtors' exclusive period to file a plan expires on July 30, 2007. SOS REALTY: Gets Court OK to Sell Condo Units and Parking Spaces ---------------------------------------------------------------- SOS Realty LLC obtained authority from the U.S. Bankruptcy Court for the District of Massachusetts in Boston to sell its condo units and parking spaces to fund a plan of reorganization. The Debtor owns a condominium development, a portion of which is presently under construction, located at 5168-70 Washington Street and 11 Cheriton Road, West Roxbury Massachusetts. The project consists of a total of 48 residential condominiums and 54 underground parking spaces. The Debtor completed construction of the eight remaining unsold units in the Washington Street building, and the units are actively being marketed for sale. The Debtor is approximately 70% complete with the 24 unsold units in the Cheriton Street building. Five of the remaining unsold units are designated as affordable housing units and will be sold pursuant to an agreement between the Debtor and the Boston Redevelopment Authority. The Debtor is using up to $4 million in debtor-in-possession financing provided to it by LBM Financial LLC to complete construction of the condominium development and sell the remaining, unsold units. LBM Financial is also providing a carveout in the amount of $250,000 from its entitlement to sale proceeds from the sale of the units and parking spaces for the payment of claims, including administrative, tax, priority claims and general unsecured claims. The sale of the real properties will be in accordance with a stipulation approved by the Court on Feb. 6, 2007, among the Debtor, LBM Financial LLC, and Framingham Co-operative Bank. The stipulation provides, among other things: -- that the Debtor and LBM Financial agree that the amount of Framingham's prepetition secured claim is $5,698,645, and further agree that Framingham is entitled to postpetition interest; -- provided no events of default occur, Framingham agrees to a reduction in the applicable interest rate charged from 18% to 8.25%, retroactive to Oct. 11, 2006; and -- the Debtor, Framingham and LBM all agree to the amounts to be paid upon sale of each of the unsold units and parking spaces and, with respect to Framingham, that the amounts will first be applied to principal before being applied to interests, costs, and any accrued and allowed attorneys' fees. Based in West Roxbury, Massachusetts, SOS Realty LLC owns a condominium development known as the "Washington Grove Condominiums." The company filed for chapter 11 protection on May 11, 2006 (Bankr. D. Mass. Case No. 06-11381). Jennifer L. Hertz, Esq., at Duane Morris LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been filed in the Debtor's case. In its schedules of assets and liabilities, it listed $12,009,000 in total assets and $6,734,279 in total liabilities. SOS REALTY: Court Cancels Plan Confirmation Hearing Date -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts in Boston cancelled the hearing for the confirmation of the amended plan of reorganization co-proposed by SOS Realty LLC and its postpetition and prepetition creditor, LBM Financial LLC. The confirmation hearing, which was originally set for May 21, 2007, was cancelled based upon the Debtor's request. No reasons for the cancellation request are available in court filings. Overview of the Plan The Debtor owned a partially completed condominium development. The Debtor is using up to $4 million in debtor-in-possession financing in order to complete construction of the condominium development and sell the remaining, unsold units. The Debtor completed construction of the eight remaining unsold units in the Washington Street building, and the units are actively being marketed for sale. The Debtor is approximately 70% complete with the 24 unsold units in the Cheriton Street building. Five of the remaining unsold units are designated as affordable housing units and will be sold pursuant to an agreement between the Debtor and the Boston Redevelopment Authority. The Plan contemplates the completion of the construction, sale of the remaining, unsold condominiums, with payment in full to the holders of the first and second mortgages on the real property, as well as payment to the LBM Financial, the Debtor's DIP lender. LBM Financial is providing a carveout in the amount of $250,000 from its entitlement to sale proceeds from the sale of the units and parking spaces for the payment of claims, including administrative, tax, priority claims and general unsecured claims. Treatment of Claims The Plan provides for payment in full to holders of Allowed Administrative Expense Claims, Allowed Professional Fee Claims and Allowed Priority Tax Claims from a plan fund, to be funded by the $250,000 carveout, as well as the proceeds of the recovery of any causes of action, avoidance actions, and any other assets of the Debtor other than the Debtor's real property and the unsold condominium units and parking spaces. The Debtor estimates that the Carveout will be fully funded after the sale of approximately eight of the Debtor's unsold condominium units. Because the Carveout will be funded as condominium units and parking spaces are sold, there is no date certain as to when the Carveout will be fully funded. The Debtor estimates that the Plan Fund may provide for an approximately 10% dividend on account of Allowed General Unsecured Claims, depending entirely on certain circumstances, including the outcome of objections to claims and prosecution of avoidance actions. The Debtor believes that the allowed unsecured claims, after claims objections, could be as high as approximately $1.7 million, and as low as approximately $666,743. Accordingly, the Debtor says, there is a wide variance of the potential dividend. As of the effective date of the Plan, LBM Financial or its assignee will be the holder of the equity interests in the Debtor. Chestnut Objects Chestnut Hill Private Mortgage Co. Inc. filed an objection to the Plan, asserting that the pot funded by the carveout is an "illusion", that there is "no assurance that there will be even $1 for unsecured creditors" and that there is no reasonable basis to believe there will be anything that approaches a 10% dividend. The Debtor disagrees, arguing that "while it is possible, under a range of scenarios, that the dividend to general unsecured creditors could be little to nothing. . .the dividend could be at least 10%, if not more, depending on the administrative costs incurred through confirmation of the Plan, and the administrative costs of claim objections." Plan Funding The Plan will be funded through: (i) the completion and sale by the Debtor or the Reorganized Debtor, as the case may be, in the ordinary course of business, of the unsold units, the unsold parking spaces and the real property; (ii) the carveout; and (iii) the prosecution, compromise or other liquidation of the assets transferred to the creditors' trust, including the causes of action. In order to effectuate the distribution to Allowed General Unsecured Claims, the Plan contemplates the appointment of a Creditors' Trustee. The Debtor proposes to appoint Craig R. Jalbert of the accounting firm Verdolino & Lowey, P.C. as Creditors' Trustee. About SOS Realty LLC Based in West Roxbury, Massachusetts, SOS Realty LLC owns a condominium development known as the "Washington Grove Condominiums." The company filed for chapter 11 protection on May 11, 2006 (Bankr. D. Mass. Case No. 06-11381). Jennifer L. Hertz, Esq., at Duane Morris LLP, represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been filed in the Debtor's case. In its schedules of assets and liabilities, it listed $12,009,000 in total assets and $6,734,279 in total liabilities. STALLION OILFIELD: S&P Rates $250 Million Credit Facilities at B+ ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on private, Houston, Texas-based Stallion Oilfield Services Ltd. S&P also assigned its 'B+' issue rating and '1' recovery rating to the $250 million in new senior secured first-lien credit facilities that will consist of a five-year $175 million revolving credit facility and $75 million Term Loan B. At the same time, S&P lowered its senior unsecured rating to 'CCC+' from 'B-'. "The one one-notch downgrade of the unsecured issue rating reflects Stallion's ability to incur senior secured indebtedness in excess of 30% of assets as a result of the new financing," said Standard & Poor's credit analyst Jeffrey B. Morrison. Ratings on the new credit facilities are based on preliminary terms and conditions. Proceeds from the term loan and availability under the new revolving credit facility will be used in part to finance about $379 million in planned acquisitions expected to close in the second and third quarter of 2007 and for general corporate purposes. The outlook is stable. S&P note that Stallion could derive additional near-term acquisition funding from a planned public offering. The current ratings incorporate S&P's expectation that up to $250 million in additional unsecured debt could enter the capital structure in the near term if the offering is delayed. Should this occur, S&P expect credit metrics will continue to remain within acceptable tolerances for the current ratings. "While a successful public offering would be viewed positively from a credit perspective," Mr. Morrison said, "Stallion's limited track record and the rapid pace of recent acquisitions will likely rule out positive ratings actions until the company can demonstrate continued operating performance improvement and successful integration of planned acquisitions over the intermediate term." STONEPATH GROUP: AMEX to Delist Common Stock on June 14 ------------------------------------------------------- Stonepath Group Inc. disclosed of The American Stock Exchange LLC(R)'s final determination to remove its common stock from listing on the Exchange, and that AMEX has filed an application on Form 25 to strike the Securities from listing with the Securities and Exchange Commission. The delisting will become effective on June 14, 2007 unless postponed by the SEC. Pursuant to its rules, the Exchange provided notice to Stonepath Group of the decision to delist the Securities and an opportunity to appeal the decision to a panel designated by the Exchange's board of governors. Headquartered in Seattle, Washington, Stonepath Group Inc. (OTC:SGRZ) -- http://www.stonepath.com/-- provides transportation and logistics services worldwide. The company offers various supply chain solutions to a diverse client base, including manufacturers, distributors, and retail chains. Stonepath serves a customer base of manufacturers, distributors and retail chains through its offices in 21 areas in North America, 17 in the Asia Pacific region and six in Brazil, as well as a network of international independent carriers and service partners. TEEKAY SHIPPING: S&P Retains Negative Watch on OMI Share Buy ------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Teekay Shipping Corp., including the 'BB+' corporate credit rating, remain on CreditWatch with negative implications, where they were placed on Sept. 1, 2006. The CreditWatch update follows the May 31, 2007, announcement that an entity formed by Teekay Shipping Corp. and A/S Dampskibsselskatbet TORM has acquired 83.5% of the common shares of OMI Corp. (BB+/Watch Neg/--), with arrangements seeking to acquire the remaining shares. Teekay and TORM have said that they plan to divide the assets of OMI. The acquisition price is about $2.2 billion, of which Teekay will contribute $1.1 billion. Teekay announced earlier that it intends to create a new publicly listed entity for its oil tanker business. "We expect to resolve the CreditWatch review of Teekay's ratings following evaluation of the OMI acquisition and creation of a new publicly listed tanker entity," said Standard & Poor's credit analyst Philip Baggaley. Ratings on Teekay were originally placed on CreditWatch with negative implications in September 2006 after the company announced its plan to purchase Petrojarl ASA, a Norwegian-based operator of floating production storage and offloading units. Ratings on Vancouver, B.C.-based Teekay reflect its participation in the competitive, highly fragmented, and fixed-capital-intensive bulk shipping industry, combined with an aggressive growth strategy, new vessel construction program, and substantial share repurchases. Positive credit factors include the company's solid business position as the leading midsize crude-oil tanker operator, strong market share in the shuttle tanker markets, and a growing liquefied natural gas business. Additionally, Teekay has been increasing its fixed-contract business, a trend continued with the acquisition of Petrojarl. TELOS CLO: S&P Rates $16 Million Class E Floating-Rate Notes at BB ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary ratings to Telos CLO 2007-2 Ltd./Telos CLO 2007-2 Inc.'s $368.5 million floating-rate notes due 2022. The preliminary ratings are based on information as of June 4, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The credit support provided to each class of notes through the subordination of cash flows to the more junior classes; -- The transaction's cash flow structure, which was subjected to various stresses requested by Standard & Poor's; and -- The transaction's legal structure, including the issuer's bankruptcy remoteness. Preliminary Ratings Assigned Telos CLO 2007-2 Ltd./Telos CLO 2007-2 Inc. Class Rating Amount ----- ------ ------ A-1 AAA $241,000,000 A-2 AAA $40,000,000 B AA $27,500,000 C A $22,000,000 D BBB $22,000,000 E BB $16,000,000 Subordinated notes NR $44,000,000 NR - Not rated. TRW AUTOMOTIVE: Completes Common Stock Public Offering ------------------------------------------------------ TRW Automotive Holdings Corp. has closed its secondary public offering of 11 million shares of its common stock by an affiliate of The Blackstone Group L.P., Automotive Investors L.L.C., and by certain members of TRW management. TRW did not receive any proceeds related to the Offering, nor did its total number of shares of common stock outstanding change as a result of the Offering. Prior to the Offering, TRW was considered a "controlled company" within the meaning of the New York Stock Exchange corporate governance rules due to the majority voting control of 56.4% held by the Blackstone Affiliate. As a result of the Offering, the Blackstone Affiliate's voting control now stands at approximately 46.4%. Accordingly, TRW has ceased to be a "controlled company" and therefore is required to comply with certain corporate governance requirements, which the company is permitted to phase-in over the next 12 months. Banc of America Securities LLC acted as sole book-running manager and sole underwriter for the Offering. The Offering is made only by means of a written prospectus and related prospectus supplement forming a part of an effective registration statement. Copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained from Banc of America Securities LLC Capital Markets (Prospectus Fulfillment) by mail to Banc of America Securities LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001, or by phone at (800) 294-1322. The shares were offered pursuant to an effective registration statement that was filed with the Securities and Exchange Commission. About TRW Automotive Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp. (NYSE: TRW) -- http://www.trwauto.com/-- is an automotive supplier. Through its subsidiaries, it employs approximately 63,800 people in 26 countries. TRW Automotive products include integrated vehicle control and driver assist systems, braking systems, steering systems, suspension systems, occupant safety systems (seat belts and airbags), electronics, engine components, fastening systems and aftermarket replacement parts and services * * * Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer Default rating and 'BB-' on its Unsecured Debt rating. The outlook is Stable. VENICE DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Venice Development, L.L.C. 100 Enterprise Avenue League City, TX 77573 Bankruptcy Case No.: 07-33722 Chapter 11 Petition Date: June 4, 2007 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Barbara Mincey Rogers, Esq. Rogers, Anderson & Bensey, P.L.L.C. 2200 North Loop West, Suite 310 Houston, TX 77018 Tel: (713) 957-0100 Fax: (713) 957-0105 Total Assets: $14,600,000 Total Debts: $7,355,843 Debtor's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lester & Associates clearing, $486,080 100 Enterprises Avenue development League City, TX 77573 servies, etc. MasterPiece Design, Inc. architectural $242,465 910 Armorlite drawings, land San Marcos 92069 plan Jim Walker salary $100,000 P.O. Box 750155 Houston, TX 77275 VICORP RESTAURANTS: Posts $7.4 Mil. Net Loss in 2nd Quarter 2007 ---------------------------------------------------------------- VICORP Restaurants Inc. reported net loss for the second quarter of 2007 of $7.4 million, versus net loss of $1.3 million in the comparable period of 2006. Net revenues for the second quarter ended April 19, 2007, were $110 million, a 3.6% increase from net revenues of $106.2 million reported in the second quarter of 2006. The increase in the net revenue resulted from a 38.5% increase in manufacturing sales to third parties as well as sales at the 16 new restaurants, net of closures, opened or acquired since the end of the second quarter of 2006. Comparable restaurant sales for the second quarter of 2007 declined 3.4% versus the previous year's second quarter. Comparable restaurant sales for Village Inn and Bakers Square decreased 1.2% and 5.6%, respectively. The company posted $377.1 million in total assets, $321.2 million in total liabilities, $1.1 million in stock subject to repurchase, and $54.8 million in total stockholders' equity as of April 19, 2007. The company had strained liquidity with total current assets of $31.2 million and total current liabilities of $48.2 million as of April 19, 2007. About VICORP Restaurants Headquartered in Denver, VICORP Restaurants Inc. (NASDAQ: VRES) -- http://www.vicorpinc.com/-- operates family-dining restaurants under the Village Inn and Bakers Square brands. As of March 9, 2007, VICORP has 409 restaurants in 25 states, consisting of 314 company-operated restaurants and 95 franchised restaurants. * * * As reported in the Troubled Company Reporter on Feb. 19, 2007, Moody's Investors Service downgraded VICORP Restaurants Inc.'s corporate family rating to B3 from B2 and the senior unsecured notes to Caa1 from B3. W&T OFFSHORE: S&P Rates Proposed $450 Million Senior Notes at B- ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to oil and gas exploration and production company W&T Offshore Inc.s' proposed $450 million senior notes due 2014. At the same time, S&P affirmed the corporate credit rating of 'B' and revised the outlook to positive from stable to reflect W&T's material debt repayment and solid operating performance in 2006. "The 'B' corporate credit rating reflects W&T's exclusive operations in the offshore Gulf of Mexico, the E&P industry's cyclical and capital-intensive nature, W&T's high financial leverage, the company's high all-in 2006 finding & development costs of over $5 per thousand cubic feet equivalent, and our expectation that the company will remain acquisitive and use debt to at least partially finance future acquisitions," said Standard & Poor's credit analyst David Lundberg. "These concerns are only partially offset by W&T's long and successful operating history in the Gulf of Mexico, its good drilling success in 2006, and its recent willingness to issue equity to prevent financial leverage measures from becoming overly aggressive." An upgrade would depend on the company's ability to replace reserves and maintain a more competitive cost structure. Furthermore, any potential acquisitions would have to be financed in a manner such that W&T's credit measures would not worsen materially from current levels. A negative rating action could result from more aggressive financial leverage or poor operating performance. WAYNE ZYCH: Case Summary & Eight Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Wayne Zych Diane Zych 5063 Co. Road 3 Beardsley, MN 56211 Bankruptcy Case No.: 07-60334 Chapter 11 Petition Date: June 1, 2007 Court: District of Minnesota (Fergus Falls) Judge: Dennis D. O'Brien Debtor's Counsel: David C. McLaughlin, Esq. Fluegel Helseth McLaughlin Anderson & Brutlag, Chartered 25 2nd Street Southwest, Suite 102 Ortonville, MN 56278 Tel: (320) 839-2549 Fax: (320) 839-2540 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Eight Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Fergus Falls Livestock $533,755 Auction P.O. Box 602 Fergus Falls, MN 56537 Sisseton Livestock Auction, $310,529 Inc. P.O. Box 275 Herreid, SD 57632 Herreid Livestock $181,495 Market, Inc. P.O. Box 67 Herreid, SD 57632 Handel-Eichler Marketing $89,250 Farmers Cooperative Elevator $10,117 Grant County Implement $1 Larson's, Inc. $1 Beardsley Farmers $1 Elevator WESTERN REFINING: S&P Holds BB- Rating and Removes Negative Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Western Refining Inc. and removed the rating from CreditWatch with negative implications. The rating action follows the U.S. District Court for the District of New Mexico's denial of the Federal Trade Commission's motion to prevent Western's acquisition of Giant Industries Inc. As a result of the court decision, Western closed its acquisition of Giant on May 31, 2007. The ratings on Giant have been consolidated and equalized with those of Western. Following the consolidation, the corporate credit rating on Giant has been withdrawn, and the subordinated debt rating has been raised to 'B' from 'B-' and removed from CreditWatch with positive implications. The outlook on Western Refining is stable. "The ratings on Western are based on its moderate refining capacity, elevated debt leverage, high near-term spending needs, and the integration and operational concerns surrounding the management of Giant's refineries, particularly the Yorktown, Virginia, refinery," said Standard & Poor's credit analyst Paul Harvey. "In addition, ratings will be supported by Western's attractive markets and the solid near-term fundamentals for the refining industry." The stable outlook assumes the successful integration of the Giant assets, as well as solid near-term market conditions that will support capital spending levels and allow for some debt repayment. If Western fails to reduce debt levels during the period of expected above-average cash flows over the medium term, ratings would likely be negatively affected. At this time, S&P expect no positive rating actions, given the need for significant debt repayment and the integration risk surrounding the Giant assets, particularly the Yorktown refinery. WESTERN UNION: March 31 Balance Sheet Upside-Down by $172.4 Mil. ---------------------------------------------------------------- The Western Union Company reported financial results for the first quarter of 2007. It had total assets of $5.3 billion, total liabilities of $5.5 billion, and total stockholders' deficit of $172.4 million as of March 31, 2007. In the first quarter 2007, total revenues were $1.1 billion, as compared with $1 billion in the first quarter 2006. Revenue growth in the first quarter was slightly slower than expected as a result of the ongoing challenges within the U.S. domestic, Mexico and U.S. outbound markets as well as lower revenue from westernunion.com, the company's Internet service, in the U.S., where Western Union and card issuing banks implemented additional controls to help protect themselves and consumers from credit and debit card fraud. First quarter operating income of $305 million and the 27% operating income margin included $15 million of incremental independent public company expenses compared to the first quarter of 2006. Net income of $193 million for the first quarter 2007 included $48 million in incremental pre-tax interest expense compared to the first quarter of 2006. The effective tax rate for the quarter was about 31.5%. Net income for the first quarter 2006 was $219.8 million. Highlights of First Quarter During the first quarter, Western Union repurchased 5.2 million shares for $113 million at an average cost of $21.70 per share. Under Western Union's stock buyback program, $867 million is available to repurchase stock through 2008. Capital expenditures were $38 million. During the first quarter 2007, the company opened its 300,000th agent location, finished quarter with more than 305,000 agent locations. Capital Resources and Liquidity At March 31, 2007, and Dec. 31, 2006, $1,216.7 million and $942.1 million, respectively, of the company's cash and cash equivalents were held by foreign entities. At March 31, 2007, the company has outstanding borrowings, which were incurred in connection with the spin-off from First Data, of $3.3 billion, consisting of $282.9 million in commercial paper and other short-term notes payable, $500 million in unsecured floating rate notes, and $2.5 billion in unsecured fixed-rate notes with maturities ranging from 2011 to 2036. The company expects 2007 cash flows provided from operating activities to be about $900 million, which is lower than 2006 due to significantly higher interest payments and incremental public company expenses as well as other anticipated working capital fluctuations, including increased expected income tax payments in 2007 due to an election to defer the payment of fourth quarter accrued United States federal income taxes to 2007. Dividends paid to stockholders in the future are likely to be significantly less than those previously paid to First Data. Commenting on the quarter, president and chief executive officer Christina Gold said, "We are pleased to have delivered solid EPS with strong cash flow this quarter. Our international consumer- to-consumer business, which accounts for more than 60% of total revenue, continued its strong performance. Our consumer-to- business segment posted solid 13% revenue growth, with an operating income margin exceeding 30%. Also during the quarter, we added key agents in both send and receive markets, implemented new pricing and foreign exchange strategies, and we connected with our consumers through media campaigns, sponsorships, and grassroots marketing initiatives." Ms. Gold noted, "We are confident that we understand the market dynamics and we believe that we are taking the appropriate steps to improve growth within these markets. We have a talented new leadership team in our Americas businesses, and I am pleased with the direction and decisions these leaders have taken in the past few weeks." Outlook Ms. Gold added, "Western Union is well-positioned for future growth. We have an unparalleled distribution network, recognized brands, world-class talent, and a compelling market opportunity. With a strong focus on our consumers and our markets and newly energized leadership in key markets, we are confident that we are taking the right actions to generate value for our shareholders. The investments that we are making are designed to address the challenges we face in the U.S. and Mexico businesses as well as the opportunities ahead of us in the consumer-to-consumer and consumer-to-business international markets. The strength of our international business combined with the investments we are making to improve our U.S. businesses and the easier comparisons beginning in the second quarter, provide me with confidence in our ability to improve growth in the second half of this year." About Western Union The Western Union Company (NYSE: WU) -- http://www.westernunion.com/-- provides a range of money transfer and bill payment services worldwide. It offers various consumer- to-consumer money transfer services, primarily through a network of third-party agents using multi-currency and real-time money transfer processing systems. WESTMORELAND COAL: March 31 Balance Sheet Upside-Down by $114.1MM ----------------------------------------------------------------- Westmoreland Coal Company had total shareholders' deficit of $114 million, from total assets of $759.3 million and total liabilities of $873.3 million as of March 31, 2007. The company's balance sheet as of March 31, 2007, also showed strained liquidity with total current assets of $135.6 million and total current liabilities of $190.6 million. For the first quarter ended March 31, 2007, the company had a net income of $9.2 million on total revenues of $127.8 million, as compared with a net income of $5.8 million on total revenues of $99.1 million for the first quarter ended March 31, 2006. Liquidity and Capital Resources Consolidated cash and cash equivalents at March 31, 2007, totaled $25.7 million including $11.2 million at ROVA, $1.2 million at Westmoreland Power Inc., $2.2 million at Westmoreland Mining, $2.5 million at WRI and $1.3 million at our captive insurance subsidiary. We had restricted cash and bond collateral, which were not classified as cash or cash equivalents, of $68.1 million at March 31, 2007, compared to $69.7 million at Dec. 31, 2006. The major factors impacting the company's liquidity are payments due on the term loan the company entered into to acquire various operations and assets from Montana Power and Knife River in May, 2001; payments due on the acquisition debt associated with its purchase of the ROVA interest; additional capital expenditures the company plans to make after taking over operations at its Absaloka Mine in March 2007; cash collateral requirements for additional reclamation bonds in new mining areas; and payments for its heritage health benefit costs. On May 1, 2007, the company entered into a Standby Purchase Agreement with an investor that would backstop a rights offering of common stock by the company to its shareholders and purchase additional shares of common stock. The company expects to seek gross proceeds of at least $85 million before expenses. The closing of such transactions is subject to several conditions, including shareholder approval, there being no material adverse effect on the company's financial condition and there not being trading suspensions in its common stock or other adverse developments in the financial markets. About Westmoreland Based in Colorado Springs, Colorado, Westmoreland Coal Company (AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States and a developer of independent power projects. The company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its current power operations include ownership and operation of the two-unit ROVA coal-fired power plant in North Carolina, an interest in a natural gas-fired power plant in Colorado, and the operation of four power plants in Virginia. WILLIAM MATHISEN: Case Summary & Four Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: William E. Mathisen 4800 Joslyn Road Orion, MI 48359 Bankruptcy Case No.: 07-50075 Chapter 11 Petition Date: May 23, 2007 Court: Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Michael W. Bartnik, Esq. 101 West Big Beaver Road 14th Floor Troy, MI 48084-5253 Tel: (248) 687-1838 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Internal Revenue Service unknown S.B.S.E./Insolvency Unit P.O. Box 330500-Stop 15 D Detroit, MI 48232 Stuart Gold, Trustee unknown Re: M.P.H. 800, Inc. 24901 Northwestern Highway, Suite 444 Southfield, MI 48075 Plumbers and Pipefitters unknown Benefit Funds c/o Michael J. Asher, Attorney 25800 Northwestern Highway P.O. Box 222 Southfield, MI 48037 State of Michigan Treasury unknown Lansing, MI WORLDSPACE INC: March 31 Balance Sheet Upside-Down by $1.6 Billion ------------------------------------------------------------------ WorldSpace Inc.'s balance sheet as of March 31, 2007, showed total assets of $527.3 million and total liabilities of $2.2 billion, resulting in a total stockholders' deficit of $1.6 billion. For the first quarter of 2007, WorldSpace reported revenues of about $3 million, as compared with about $3.5 million for the first quarter of 2006. Subscription revenue was approximately $1.8 million for the first quarter of 2007, an increase of 14%, as compared with about $1.6 million for the first quarter of 2006. On a sequential basis, subscription revenues in the first quarter of 2007 were 7% lower than the $2 million recorded in the fourth quarter of 2006. WorldSpace recorded a net loss for the first quarter of 2007 of $35.5 million, as compared with a net loss of $29.2 million for the first quarter of 2006. The company ended the first quarter ended March 31, 2007, with 191,646 subscribers worldwide, a loss of 7,459 from the close of the prior quarter, reflecting low net additions in India and the expiration of its educational service contract in Kenya, accounting for 13,000 subscribers. In India, the company added 8,344 net subscribers during the first quarter of 2007, ending the first quarter of 2007, with 170,354 subscribers in India, 52% higher than at the end of the first quarter of 2006. Liquidity and Capital Resources As of March 31, 2007, the company had cash and cash equivalents of $29 million, and marketable securities of $110 million. Cash and cash equivalents and marketable securities decreased $26.4 million during the three months ended March 31, 2007. Based upon the company's current plans, it believes that cash, cash equivalents and marketable securities will be sufficient to cover its estimated funding needs for at least the remainder 2007. Contingent Royalty Obligation The company recorded $1.8 billion contingent royalty obligation as of March 31, 2007. Effective Dec. 31, 2004, the company restructured $1,553 million of notes payable and advances. Under the terms of the agreements, the ongoing obligations of the company to the lender were set forth in a separate Royalty Arrangement, under which the company is required to pay the lender 10% of earnings before interest, taxes, depreciation, and amortization, if any, for each year through 2015 in exchange for the lender releasing all claims. The company is subject to certain covenants regarding the disposition of assets, liquidation of the company, reporting, and distributions or payments to certain current shareholders. The Royalty Agreement also requires the company to have a segregated reserve, to be funded each quarter in any year in which payment under the Royalty Agreement is projected, at the rate of 25% of the estimated annual payment. In addition, 80% of the annual payment is required to be made within 60 days after year-end, and the remaining portion within 180 days following year-end. During the quarter, the company agreed with its convertible note holders to a refinancing through: i. Redemption of $50 million of the $155 million convertible notes for cash; ii. $45 million in senior secured notes paying interest at LIBOR plus 6.5% per annum; iii. $60 million in amended and restated secured convertible notes paying interest at 8% per annum and convertible into shares of Class A Common Stock at $4.25 per share; iv. Warrants to acquire an aggregate amount of 2,647,059 shares of Class A Common Stock at $4.25 per share; and v. Signed an agreement with Telecom Italia to design and deploy a terrestrial repeater network in Italy. WorldSpace chairman and chief executive officer Noah Samara stated, "We are very pleased to have agreed to refinance our convertible notes a few weeks ago. The financial flexibility that this step allows is critical to our continued operational development. As we stated earlier, we are simultaneously finalizing a comprehensive review of our strategies and alternatives to drive growth in our key markets. It includes the launching of our mobile service in the Middle East and the build- out of the Italian business, as well as enhancing the long-term value proposition of WorldSpace's global satellite radio business. We are also in active strategic alliance discussions that would capitalize on our existing assets and infrastructure while enabling us to develop meaningful businesses in the key markets on a more rationalized cost basis." About WorldSpace Inc. Based in the Washington, DC metropolitan area, WorldSpace Inc. (Nasdaq: WRSP) -- http://www.WORLDSPACE.com/-- is a global media and entertainment company that offers a satellite radio to consumers in more than 130 countries with five billion people, driving 300 million cars. It operates WORLDSPACE Satellite Radio, which delivers the latest tunes, trends and information from around the world and around the corner. WORLDSPACE offers a combination of local programming, original WORLDSPACE content and content from leading brands around the globe including the BBC, CNN International, Virgin Radio UK, NDTV and RFI. WORLDSPACE's satellites cover two-thirds of the earth's population with six beams. XM SATELLITE: March 31 Balance Sheet Upside-Down by $504.4 Million ------------------------------------------------------------------ XM Satellite Radio Inc. had $1.9 billion in total assets and $2.4 billion in total liabilities, resulting in a $504.4 million in total stockholders' deficit as of March 31, 2007. For the three months ended March 31, 2007, the company had total revenues of $264.1 million, consisting of $236.5 million subscription revenues, $4.7 million activation revenues, $5.3 million merchandise revenues, $7.5 million net ad sales, and $10.2 million in other revenues. The company had $208 million in total revenues for the three months ended March 31, 2006. Net loss for the first quarter 2007 was $122.4 million, as compared with a net loss for the first quarter 2006 of $149.2 million. Liquidity and Capital Resources The company's March 31 balance sheet showed strained liquidity with total current assets of $568.7 million and total current liabilities of $644.6 million. At March 31, 2007, the company had about $1,493 million of total debt, of which $1,293 million was fixed-rate debt and $200 million was variable-rate debt. The company held cash and cash equivalents of $319.4 million as of March 31, 2007, as compared with $218.2 million as of Dec. 31, 2006. Accumulated deficit was $3.6 billion at March 31, 2007, as compared with $3.5 billion at Dec. 31, 2006. Proposed Merger On Feb. 19, 2007, XM and Sirius Satellite Radio Inc. entered into an Agreement and Plan of Merger, pursuant to which XM and Sirius will combine our businesses through a merger of XM and a newly formed, wholly owned subsidiary of Sirius. On March 20, 2007, the company and Sirius filed a Consolidated Application for Authority to Transfer Control with the FCC with respect to the Merger Agreement. The company anticipates that the FCC will issue a public notice in the near future that sets a schedule to comment on the Merger. The public notice will trigger a comment period followed by a reply period. About XM Satellite Headquartered in Washington, D.C., XM Satellite Radio Inc. (Nasdaq: XMSR) - http://www.xmradio.com/-- is a wholly owned subsidiary of XM Satellite Radio Holdings Inc. XM has been publicly traded on the NASDAQ exchange since Oct. 5, 1999. XM's 2006 lineup includes more than 170 digital channels of choice from coast to coast: the most commercial-free music channels, plus premier sports, talk, comedy, children's and entertainment programming; and 21 channels of the most advanced traffic and weather information. XM has broadcast facilities in New York and Nashville, and additional offices in Boca Raton, Florida; Southfield, Michigan; and Yokohama, Japan. XOMA LTD: March 31 Balance Sheet Upside-Down by $5.9 Million ------------------------------------------------------------ Xoma Ltd. reported total shareholders' deficiency of $5.9 million, from total assets of $70.3 million and total liabilities of $76.2 million as of March 31, 2007. Total revenues for the three months ended March 31, 2007 and 2006, were $12.3 million and $5.6 million, respectively. License and collaborative fees were $4.4 million for the three months ended March 31, 2007, compared with $0.7 million for the three months ended March 31, 2006. Contract revenues were $4.4 million for the three months ended March 31, 2007, compared with $3.1 million for the three months ended March 31, 2006. Royalties were $3.5 million for the three months ended March 31, 2007, compared with $1.9 million for the three months ended March 31, 2006. Liquidity and Capital Resources Cash, cash equivalents and short-term investments at March 31, 2007, was $33.6 million compared with $46.4 million at Dec. 31, 2006. This $12.8 million decrease primarily reflects cash used in operations of $9 million, cash used for $4.7 million in principal payments on the company's Goldman Sachs term loan and cash used in the purchase of fixed assets of $1.9 million partially offset by cash transferred from restricted cash of $2.7 million. At March 31, 2007, the outstanding principal amount under this loan totaled $30.3 million and the balance in restricted cash was $1.6 million. The company expects cash, cash equivalents and short-term investments to decrease during 2007 as a result of the use of cash to fund ongoing operations and capital investments. The company said that its additional licensing and antibody discovery collaboration agreements may positively impact its cash balances. About Xoma Ltd. XOMA Ltd. (NasdaqGM: XOMA) -- http://www.xoma.com/-- develops and manufactures therapeutic antibodies, with a therapeutic focus that includes cancer and immune diseases. XOMA has a royalty interest in RAPTIVA(R) (efalizumab), a monoclonal antibody product marketed to treat moderate-to-severe plaque psoriasis. XOMA's discovery and development capabilities include antibody phage display, bacterial cell expression, and Human Engineering(TM) technologies. The company pipeline also includes proprietary and collaborative programs in preclinical and clinical development. * Winstead PC Modifies Department and Practice Group Structure -------------------------------------------------------------- Winstead PC has realigned its business structure dividing the firm into two departments and 18 practice groups. The two departments are Business & Transactions, led by shareholder Ed Peterson, and Litigation & Dispute Resolution, led by shareholder Jay Madrid. Practice groups under the Business & Transactions department include: -- Corporate & Securities, led by Mark Johnson; -- Finance & Banking, led by Mike Hilliard; -- Taxation, Employee Benefits & Private Business, led by Tom Helfand; -- Business Restructuring/Bankruptcy, led by Phil Lamberson; -- Public Finance, led by the managing shareholder of Winstead's San Antonio Office, Paul Martin; -- Wealth Preservation, led by John Bergner; -- Government Relations & Public Policy, led by Paul Wageman; -- Real Estate Development & Investments, led by Mike McWilliams; -- Real Estate Structured Finance, led by Kevin Sullivan; and -- Real Estate Regulated Lending, led by Keith Mullen. Practice groups under the Litigation & Dispute Resolution Department include: -- Labor, Employment & Immigration, led by Dan Dargene; -- Commercial Litigation, led by Jeff Joyce; -- Tort & Insurance Litigation, led by Mike Wright; -- Intellectual Property, led by Robert Shaddox; -- Government Enforcement & Regulated Industries Litigation, led by Tom Taylor; -- Energy & Environmental Litigation, led by Tom Hutcheson; Construction, led by Dale Butler; and -- Appellate, led by Craig Enoch. In addition to the new department/practice group structure, Winstead's core industry groups consist of attorneys from across practice disciplines who work together regularly to anticipate market trends, and identify areas of opportunity, need or risk for their clients. Winstead's industry groups include Aviation, Biotechnology, Condominium, Insurance, Nanotechnology, Sports & Entertainment, Technology, Turnaround & Workout, and Zoning & Land Use. "This new structure simplifies the company's governance, allowing it to be more client and market focused. The company sees improved collaboration with this structure and these benefits will be passed on to its clients as the company positions Winstead for optimum performance," Denis Braham, chairman and ceo, said. About Winstead PC Winstead PC -- http://www.winstead.com/-- is a business law firms in Texas, representing major companies regionally and nationally in the real estate, financial services and technology industries. Winstead attorneys and consultants serve as trusted advisors to mid-market and large businesses, providing a core range of legal services that are critical to their operation and success. From its broad corporate practice to high-stakes litigation and appellate matters, Winstead has the power to perform for your business. Winstead has offices in Austin, Dallas, Fort Worth, Houston, San Antonio, and The Woodlands, Texas; and Washington D.C. * Terrence Allen Joins Gibson Dunn as Partner in Orange County -------------------------------------------------------------- Gibson Dunn & Crutcher LLP disclosed that Terrence R. Allen, Esq. has joined the firm as partner in the Orange County office. Formerly a partner with O'Melveny & Myers, Allen focuses his practice on mergers and acquisitions, securities offerings and other corporate transactions. "Terry is an experienced and accomplished lawyer," Ken Doran, managing partner of Gibson Dunn, said. "He has built a strong transactional practice in the Southern California market, and his addition will add depth to the company's corporate practice nationally." "Terry's skills, experience and reputation will make him a strong contributor to the firm," Jeff Thomas, partner in Charge of the Orange County office, said. "His experience, particularly in the middle market sector, will complement the company's corporate practice locally and in California." "I am delighted to join Gibson Dunn," Allen said. "I am looking forward to contributing to the growth and success of Gibson Dunn's Orange County office and to leveraging the world class resources of the firm for the benefit of clients." Allen focuses his practice on M&A and corporate securities. He has experience in a broad array of corporate transactions, including public and private mergers, stock purchases, asset sales and leveraged recapitalizations. He has represented issuers and underwriters in initial public offerings, secondary equity offerings, well as issuers in private placements and venture capital deals and investors in purchases of equity and start-up and other private companies. He has also advised public companies on corporate governance and disclosure issues. Clients have included United Food Group, Memorex International and Hanson plc. Prior to joining the firm, he practiced with O'Melveny & Myers and Cadwalader, Wickersham & Taft. He earned his law degree in 1993 and bachelor's degrees in business administration and journalism in 1989 from the University of Southern California. About Gibson Dunn Gibson, Dunn & Crutcher LLP -- http://www.gibsondunn.com/-- is an international law firm that has more than 800 lawyers and 13 offices, including Los Angeles, New York, Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich, Brussels, Orange County, Century City, Dallas and Denver. The firm specializes in real estate debt and equity finance, development, sales and acquisitions, land use and environmental issues, leasing, and workout transactions. * Thacher Proffitt Welcomes Six New Counsels -------------------------------------------- Thacher Proffitt & Wood LLP welcomes three associates and one counsel to the partnership, effective October 1: -- Aimee M. Cummo, Esq. in Structured Finance; -- Jerome J. Dano, Esq. and Samuel S. Lee, Esq. in Real Estate; and -- Thomas M. Majewski, Esq. in Corporate and Financial Institutions. "The company congratulates another fine group on their promotions to partner and looks forward to their collective contributions to the Firm," Paul Tveten strand, managing partner of the firm, said. The firm also reported two new counsel, effective May 29: environmental attorneys Louis A. Evans and Trisha L. Smith, who will join the firm's Real Estate Practice Group and initiate the firm's environmental practice. The arrival of Lou Evans and Trisha Smith signals the continued diversification of Thacher Proffitt's real estate finance and development expertise. "Environmental legal challenges at the federal, state and local levels are important issues to the company's clients across the country," Don Simone, chair of the Real Estate Practice Group, said. Lou and Trisha's expertise enables the company to advise and assist its clients in addressing complex environmental issues across a broad range of transactions." Aimee's practice focuses on whole loan trading and financing and mortgage-backed and asset-backed securities transactions. Aimee received her JD, cum laude, from Benjamin N. Cardozo School of Law and her BA and BS from Rutgers College. She is admitted to both the New York and New Jersey bars. Jerome's practice focuses on the representation of investment banks and other lending institutions in permanent and interim financings of shopping centers, office buildings, multi-family developments and hotels located in New York and across the U.S. His experience includes transactions involving mezzanine debt, intercreditor agreements, mezzanine loan sales and syndications. Jerome received his JD, cum laude, from John's University School of Law, and his BA from Boston College. He is admitted to the New York bar. Samuel's practice includes representing investment banks and other institutional lenders in financing commercial real estate, including stand-alone financings and cross-collateralized multi- property/portfolio financings, mezzanine financings, senior/junior and A/B loan originations, participations, syndications and workouts. Samuel received his JD from Hofstra University School of Law, with distinction, and his BA from State University of New York at Buffalo, Interdisciplinary Social Science, cum laude. He is admitted to the New York bar. Tom Majewski, Esq. advises investment advisers and investment funds on all aspects of their businesses, including how to organize structure, register and operate asset management firms and investment funds, and registration and ongoing regulatory and compliance matters under the Investment Advisers Act of 1940 and the Investment Company Act of 1940. Tom received his JD from New York Law School, and a BS in Accounting from Rutgers University. He is admitted to the New York and New Jersey bars. Lou's practice focuses on environmental legal issues pertaining to development and redevelopment projects, real estate management, remediation of contaminated properties, including brownfields, and corporate and real estate transactions. He represents clients before federal, state and local regulatory agencies on brownfield projects, remediation, Superfund, permitting and defense of violations. He began his legal career as an enforcement attorney with the New York State Department of Environmental Conservation, where he served for ten years. Prior to Thacher Proffitt, Lou was counsel at the Jericho, NY office of Nixon Peabody. Lou received his JD from Hofstra University School of Law, and his BA from State University of New York at Stony Brook. He is admitted to practice in New York, and the Eastern and Southern Districts of New York. Trisha advises clients on a variety of environmental issues, including manufacturer compliance, brownfields redevelopment and coordinating complex environmental and construction issues for landmark development projects such as sports complexes, airports, and mass transit redevelopment projects. She helps clients manage environmental risks in corporate and real estate transactions, mergers and acquisitions, structured financing and financial services, public offerings and securitization. Prior to Thacher Proffitt, Trisha was counsel at the Jericho, NY office of Nixon Peabody. Trisha received her LLM from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, her JD from Hastings College of Law, and her BA from University of California, Irvine, magna cum laude, Phi Beta Kappa. She is admitted to the New York, Washington, DC, Massachusetts and California bars. About Thacher Proffitt & Wood LLP A 158-year-old law firm that focuses on the capital markets and financial services industries, Thacher Proffitt & Wood LLP -- http://www.tpw.com/-- advises domestic and global clients in a wide range of areas, including corporate and financial institutions law, securities, structured finance, international trade matters, investment funds, swaps and derivatives, cross- border transactions, real estate, commercial lending, insurance, admiralty and ship finance, litigation and dispute resolution, technology and intellectual property, executive compensation and employee benefits, taxation, trusts and estates, bankruptcy, reorganizations and restructurings. The Firm has over 300 lawyers with five offices located in New York City; Washington, DC; White Plains, New York; Summit, New Jersey and Mexico City. * Cadwalader Names Karl Clowry as Special Counsel in London Office ------------------------------------------------------------------ Cadwalader, Wickersham & Taft LLP has appointed Karl Clowry, Esq. as special counsel at the firm's Financial Restructuring Team in London. In addition, the firm also appointed Jonathan Price, Esq. as resident London partner at the firm's Capital Markets Department. Cadwalader Chairman and Managing Partner Robert O. Link, Jr. stated, "Jonathan and Karl are both experienced and highly- regarded lawyers who bring significant banking and restructuring experience to our practices. They will be assets to the firm as we continue to build a formidable presence in the London and European markets." Mr. Price has extensive experience in a wide range of structured finance transactions, with a particular emphasis on real estate finance investment and development. He has acted for senior lenders, mezzanine lenders, funds and corporate borrowers in the UK, Europe and the Russian Federation. He recently advised IVG Asticus as an investor in connection with the financing arrangements for the GBP 600M acquisition of the "Gherkin". He has also acted for banks, borrowers and trustees on a range of general banking transactions. Prior to joining the firm, he was with CMS Cameron McKenna. Mr. Clowry, who comes to Cadwalader from Allen & Overy LLP, has broad banking, insolvency and restructuring experience covering all aspects of general lending, debt restructuring, loan and business acquisitions and disposals. He has acted for both borrowers and lenders on a variety of complex domestic and cross- border transactions, including acting for the lenders in connection with the restructuring of Uneximbank involving $2 billion of indebtedness, and, acting for liquidity providing lenders on the restructuring of a structured investment vehicle holding US$3 billion in assets. About Cadwalader, Wickersham & Taft Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/-- established in 1792, is an international law firm, with offices in New York, London, Charlotte, Washington and Beijing. Cadwalader serves a diverse client base, including top financial institutions, undertaking business in more than 50 countries in six continents. The firm offers legal expertise in antitrust, banking, business fraud, corporate finance, corporate governance, environmental, healthcare, insolvency, insurance and reinsurance, litigation, mergers and acquisitions, private client, private equity, real estate, regulation, securitization, structured finance, and tax. * Dewey Ballantine Adds Two Attorneys at New York Office -------------------------------------------------------- Dewey Ballantine LLP has named William H. Schrag, Esq. and William C. Heuer, Esq. as partners at the firm's Corporate Reorganization and Bankruptcy Group in its New York office. Mr. Schrag, formerly a partner at Morgan Lewis & Bockius LLP, has broad experience in the areas of bankruptcy, creditors' rights and commercial litigation. "Bill is a tremendous, high caliber lawyer who will greatly strengthen our reorganization and bankruptcy practice," said James A. FitzPatrick Jr., chair of the firm's Global Corporate Department. "Clients of the firm's transactional practice areas will benefit immediately, as will those who request our assistance with bankruptcy litigation during the next active cycle of insolvencies." While Mr. Schrag's practice focuses primarily on the representation of bank lenders and agents, he has also represented major manufacturers and institutional creditors, individually and as members of a group, as well as official creditors' committees, Chapter 11 trustees, purchasers of estate assets and a court- appointed examiner. Mr. Schrag has also represented commercial lenders in state and federal courts, including actions to enforce creditors' rights and to defend against lender liability claims. "I am pleased to become a part of the Dewey Ballantine Corporate Reorganization and Bankruptcy Group," said Mr. Schrag. "There are a number of very talented people on the team and there is tremendous potential for growth. Dewey has a history of playing a primary role in some of the most visible and successful restructurings of recent years. I look forward to being a core part of the group offering clients enhanced service moving forward." Mr. Schrag graduated from George Washington University with a B.A., where he was a member of Phi Beta Kappa, and went on to Brooklyn Law School where he received a J.D. degree. Prior to working at Morgan Lewis, Mr. Schrag practiced with Zalkin, Rodin & Goodman, a highly respected creditors' rights firm that merged into Morgan Lewis eight years ago. He has also previously served as an Assistant Corporation Counsel in the New York City Law Department's Commercial Litigation Division and has been part of various bankruptcy-related programs sponsored by the ABA, ABI, Association of Insolvency and Restructuring Advisors, IBA and the Association of the Bar of the City of New York as a lecturer and panelist. He has written several papers on issues of transnational bankruptcies and is a member of the Global INSOLvency.com Advisory Board. Mr. Heuer joins Dewey Ballantine from the Hartford, Connecticut office of Bingham McCutchen LLP, prior to which he practiced with Mr. Schrag at Morgan Lewis. Mr. Heuer's practice focuses on bankruptcy and creditors' rights litigation. He has been involved in many landmark bankruptcy cases before the U.S. Supreme Court, including Travelers Cas. & Surety Co. of America v. Pacific Gas & Electr. Co., Marrama v. Citizens Bank of Massachusetts, DeRoche v. Ariz. Indus. Comm'n, Marshall v. Marshall, and In re Howard Delivery Service, Inc.. Beyond matters before the Supreme Court, Mr. Heuer brings with him broad experience in bankruptcy appellate matters before District Courts and Courts of Appeals. Mr. Heuer also has significant bankruptcy litigation experience, and has both counseled clients and been involved in cases in a broad range of industries including financial services, real estate, healthcare, fire and life safety equipment and services, telecommunications, shipping (international and domestic), and consumer products and services. "I am quite pleased to be joining such a stellar team of attorneys in a cutting-edge practice group. I look forward to offering firm clients comprehensive services and advice at all stages of bankruptcy practice, including matters before appellate courts," said Mr. Heuer. Mr. Heuer received his B.A. from the State University of New York/Buffalo, and his J.D. from St. John's University School of Law. He is the former editor of the American Bankruptcy Institute Law Review. About Dewey Ballantine Dewey Ballantine LLP, an international law firm with approximately 550 lawyers located in New York, Washington, D.C., Los Angeles, East Palo Alto, Austin, London, Warsaw, Frankfurt, Milan, Rome, Beijing and Charlotte, was founded in 1909. Through its network of offices, the firm handles some of the largest, most complex corporate transactions, litigation and tax matters in areas such as M&A, private equity, project finance, corporate finance, corporate reorganization and bankruptcy, antitrust, intellectual property, sports law, structured finance and international trade. Industry specializations include energy and utilities, health care, insurance, financial services, media, consumer and industrial goods, consumer electronics, technology, telecommunications and transportation. * FTI Consulting Expands Practice; Opens New Office in Michigan --------------------------------------------------------------- FTI Consulting, Inc. has opened its Troy, Michigan office to better serve its automotive and general business clients in the area. FTI Consulting's Executive Vice President and Chief Operating Officer, Dominic DiNapoli, said, "The opening of this office is an important next step in expanding FTI's ongoing commitment to serve an integral role in the successful transformation of the domestic automotive industry. FTI is one of the most active firms of its kind contributing to the overall restructuring of this industry." In addition, Stuart Gleichenhaus, Esq. and David Woodward, Esq. have joined the company as senior managing directors in FTI Corporate Finance. "The depth and breadth of experience these professionals bring to our company is what sets FTI apart and gives our clients confidence in our ability to help them chart the right course through critical times," said Mr. DiNapoli. "Stuart is an interim management expert and David has distinguished himself as an automotive industry specialist. We are pleased to welcome them to our growing team of seasoned business advisors dedicated to helping our clients protect their vital interests." Stuart Gleichenhaus has been appointed senior managing director in the FTI Corporate Finance interim management practice, FTI Palladium Partners, in Dallas. Mr. Gleichenhaus's experience includes serving as the chief restructuring officer and interim chairman, president and CEO of EaglePicher Incorporated, a diversified, privately held advanced technologies company and manufacturer of auto parts, where he successfully guided the $650 million revenue company to a consensual plan of reorganization within 10 months of filing Chapter 11. Prior to this he was a managing director of restructuring advisory services at Ernst & Young Corporate Finance LLC in Dallas, where he participated in the restructuring of 20 companies including the two largest bankruptcies in history-Enron and Worldcom. He also served as leader of Ernst & Young's oil and gas industry transaction advisory services practice. In the 1990's Mr. Gleichenhaus led the investment banking efforts of Banc of America Securities in Texas and also served as chief operating officer for Banc of America Securities' media & telecom group in New York. Throughout his 25-year finance career, he has been involved in structuring or restructuring numerous complex leveraged transactions while also holding senior positions with GE Capital, Trammell Crow, Salomon Brothers and Merrill Lynch. He holds an M.B.A. degree from Harvard Business School and a B.S.E. degree with honors in civil engineering from Princeton University. David Woodward has been appointed senior managing director in FTI Corporate Finance based in Troy. He has more than 20 years of automotive experience. Mr. Woodward joins the company from Macquarie Securities, which recently acquired Giuliani Capital Advisors (GCA), the financial advisory and investment banking subsidiary of Giuliani Partners LLC, where he served as managing director and automotive practice leader. While with GCA, Mr. Woodward provided turnaround and restructuring advisory services to various stakeholders during large, complex, high-profile automotive engagements. He has extensive experience in representing automotive interests in negotiations with their lenders, customers and other stakeholders. Prior to that, Mr. Woodward was vice president of finance, treasurer, CFO and a director with the Talon Automotive Group, a multi-national supplier to the automotive industry with manufacturing facilities throughout the U.S. and Canada. Previously, he was vice president of finance-manufacturing with the Talon Group, a private equity fund, where he gained significant financial, operating and mergers and acquisitions experience with the fund's diverse holdings in the automotive, equipment manufacturing, foam fabrication, printing, packaging, aerospace machining, aluminum die casting and retail sectors. He received a bachelor's degree in accounting with a minor in economics from Westminster College in New Wilmington, Pennsylvania, and received his CPA certification in 1982. About FTI Consulting FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 2000 professionals located in most major business centers in the world, the company works closely with clients every day to anticipate, illuminate, and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Dinner Event - Networking University Club, Portland, Oregon Contact: 206-223-5495 or http://www.turnaround.org/ June 7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Looking Over the Edge, Successful Resolutions out of Bankruptcy IDS Center, Minneapolis, Minnesota Contact: http://www.turnaround.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 BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Contact: 240-629-3300; http://www.beardaudioconferences.com/ June 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION ACG/TMA Annual Pacific Northwest Golf Tournament Washington National Golf Club, Auburn, Washington Contact: 206-223-5495 or 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 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION 7th Annual Charity Golf Outing Harborside International, Chicago, Illinois Contact: 815-469-2935 or http://www.turnaround.org/ June 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Bank Workout Panel Oak Hill Country Club, Rochester, New York Contact: http://www.turnaround.org/ June 21, 2007 TURNAROUND MANAGEMENT ASSOCIATION 7th Annual TMA Toronto Golf Social Board of Trade Country Club, Woodbridge, Ontario Contact: 416-867-2300 or http://www.turnaround.org/ June 21, 2007 TURNAROUND MANAGEMENT ASSOCIATION Valuing Distressed and Troubled Companies Denver Athletic Club, Denver, Colorado Contact: http://www.turnaround.org/ June 21, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Corporate Reorganization Conference (2nd Annual IWIRC Woman of the Year Award) Chicago, Illinois Contact: http://www.iwirc.org/ June 21, 2007 NEW YORK SOCIETY OF SECURITY ANALYSTS Career Chat: Emerging Careers in Distressed Securities New York, New York Contact: http://www.nyssa.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 25-26, 2007 STRATEGIC RESEARCH INSTITUTE 10th Annual Distressed Debt Investing Summit Helmsley Hotel, New York, New York Contact: http://www.srinstitute.com/ June 26, 2007 BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Contact: 240-629-3300; http://www.beardaudioconferences.com/ June 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Bankruptcy Judges Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ June 26-27, 2007 AMERICAN CONFERENCE INSTITUTE Distressed Condo Projects: Turnaround and Workout Strategies Trump International Sonesta Beach Resort Sunny Isles, Florida Contact: http://www.americanconference.com/ June 28 - July 1, 2007 NORTON INSTITUTES Norton Bankruptcy Litigation Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact: http://www2.nortoninstitutes.org/ July 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION SummerFest Milwaukee's Lake Front, Milwaukee, Wisconsin Contact: 815-469-2935 or http://www.turnaround.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 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Mystic Blue Boat Cruise Navy Pier, Chicago, Illinois Contact: 815-469-2935 or http://www.turnaround.org/ July 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Young Professionals Networking Event Location TBA, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ July 23, 2007 TURNAROUND MANAGEMENT ASSOCIATION Charity Networking Event Loews Hotel, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ July 23-24, 2007 FINANCIAL RESEARCH ASSOCIATES Financial Restructuring 101 & 102 The Flatotel, New York, New York Contact: http://www.frallc.com/ 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 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Golf Social Event Crystal Lake Golf Club, Lakeville, Minnesota Contact: 612-708-0258 or http://www.turnaround.org/ July 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Colorado Chapter Annual Golf Tournament Kings Deer Golf Club, Monument, Colorado Contact: 303-847-5026 or 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. 9, 2007 BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Contact: 240-629-3300; http://www.beardaudioconferences.com/ 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. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ Aug. 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Colorado Chapter Annual Brew Pub & Pool Social Wynkoop Brewing Company, Denver, Colorado Contact: 303-847-5026 or http://www.turnaround.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. 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lean Transformation at Current and Other Case Studies Denver Athletic Club, Denver, Colorado Contact: 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. 5, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI/GULC "Views from the Bench" Georgetown University Law Center Washington, District of Columbia 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. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI Educational Program at NCBJ Orlando World Marriott, Orlando, Florida Contact: 1-703-739-0800; http://www.abiworld.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. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE Consumer Bankruptcy Conference Marriott, Troy, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Mixer McCormick & Schmick's, Las Vegas, Nevada Contact: 702-952-2480 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. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.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/ April 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; 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/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ 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/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.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/ BEARD AUDIO CONFERENCES Handling Complex Chapter 11 Restructuring Issues 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 IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims 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, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, 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 ***