/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070614.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 14, 2007, Vol. 11, No. 140 Headlines 1301 TAX GROUP: U.S. Trustee Appoints Nine-Member Creditors' Panel 1301 TAX GROUP: Has until June 30 to File Schedules ACTUANT CORP: Completes Pricing of $250MM Senior Notes Placement AQUILA INC: Fitch Lifts Issuer Default Rating to BB- from B ATLANTIC EXPRESS: Refinancing Completion Cue S&P to Lift Ratings BAGGS' WHOLESALE: Case Summary & 18 Largest Unsecured Creditors BEAR STEARNS: S&P Affirms Low-B Ratings on 20 Class Certificates BISON BUILDING: Judge Mayer Converts Case to Chapter 7 Liquidation C-BASS 2002-CB6: Moody's Cuts Rating on Class B-2 and B-3 Certs. CALDWELL PLUMBING: Case Summary & 19 Largest Unsecured Creditors CANARGO ENERGY: Closes $15 Million Debt-to-Equity Conversion CAPITAL AUTO: S&P Puts Certificates' Ratings Under Positive Watch CARIBOU RESOURCES: JED Oil Closes Acquisition of $26.7 Mil. Debt CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Trust Preferred CHICAGO ATHLETIC: Files for Bankruptcy to Close Sale CHICAGO ATHLETIC: Case Summary & 20 Largest Unsecured Creditors CITIFINANCIAL: Moody's Cuts Rating to Ba3 on Class M-4 Certs. CYBERONICS INC: April 27 Balance Sheet Upside-Down by $16.1 Mil. DAIMLERCHRYSLER AG: Elects to Redeem Term Assets of Trust DANKA BUSINESS: Delays Reporting of Fourth Quarter Results DOLLAR GENERAL: Fitch Cuts & Withdraws Issuer Default Rating DOLLAR GENERAL: Moody's Holds Ratings on Revised Capital Structure DOLLAR GENERAL: Leveraged Buyout Prompts S&P to Lower Rating to B EMISPHERE TECH: Medical Research VP Ehud Arit to Leave Office EXTENDICARE REIT: Inks Deal to Obtain 35% Stake in Canada Life FBR SECURITIZATION: S&P Cuts Rating on Class M-10 to BB from BBB- FIRST DATA: Completes Acquisition of FundsXpress FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1 FORD MOTOR: Inks MOU with Meridian for Sale of Sandusky Plant GATOR COCHRAN: Voluntary Chapter 11 Case Summary GLOBAL POWER: Wants Exclusive Plan-Filing Period Extended GREEN EARTH: Moody's Rates $91 Mil. Sr. Sec. Facilities at (P)B3 HCA INC: Fitch Affirms B Issuer Default Rating with Stable Outlook INDYMAC HOME: Fitch Puts Low B Ratings on $32.5 Million Loan INVERNESS MEDICAL: Holders Give Consents for Indenture Amendments JED OIL: Closes Acquisition of Caribou's $26.7 Million Debt JOAN FABRICS: Greystone Offers $13.5 Million for Assets LE-NATURE'S INC: Judge McCullough Mulls Dismissal of Ch. 11 Cases LEINER HEALTH: Consolidates Operations to Meet Revenue Target LINCOLN HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating LN ACQUISITION: Moody's Junks Rating on Second Lien Term Loan LOGAN CDO: Moody's Rates $15 Million Class E Notes at (P)Ba1 MAIDENFORM BRANDS: S&P Upgrades Credit Rating to BB- from B+ MANITOWOC CO: Moody's Lifts Rating to Ba2 on Strong Performance MARQUEE HOLDINGS: Receives Consents from Majority of NoteHolders MEDQUEST INC: Moody's May Cut Ratings After Review MORGAN STANLEY: Moody's May Cut Low-B Ratings After Review MQ ASSOCIATES: Moody's Reviews Ratings and May Downgrade NEW CENTURY: Wants Aug. 31 Fixed as General Claims Bar Date NEW CENTURY: Seeks Court Okay to Sell Technology Assets NRG ENERGY: Completes $4.4 Billion Senior Facility Refinancing OSG INC: Grants Restricted Stock Units to Non-Employee Directors OWENS-ILLINOIS: Unit's Sale Cues Fitch to Lift IDR to B OWNIT MORTGAGE: U.S. Trustee & Panel OK Exclusivity Extension PAC-WEST TELECOMM: Committee Taps Womble Carlyle as Co-Counsel PAC-WEST TELECOMM: Wants to Employ Saul Ewing as Co-Counsel PARMALAT SPA: Milan Judge Orders Four Banks to Stand Trial PETROLEUM GEO: $800MM Debt Refinancing Cues S&P to Affirm Rating PLAINS EXPLORATION: Moody's Cuts Corporate Family Rating to Ba3 PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating PORT OF MIAMI: Looking for Ways to Cut Security Costs PREGIS CORP: Extends Senior Notes Exchange Offer to June 15 PROTECTION ONE: Completes $115MM Senior Notes Exchange Offering QUALITY HOME: S&P Reinstates B Rating at Company's Request RETAIL INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors REXAM PLC: Moody's Puts (P)Ba2 Rating on Proposed Securities ROUGE INDUSTRIES: Court Approves ARAMARK Settlement Agreement ROUGE INDUSTRIES: Hires Towers Perrin as HR Consultants ROUGE INDUSTRIES: Has Until July 16 To File Chapter 11 Plan S-TRAN HOLDINGS: Wants Exclusive Plan Filing Period Extended SANTA FE MINERALS: Exclusive Period Extended Until August 13 SEA CONTAINERS: Wants to Obtain Up To $176.5 Million DIP Financing SEA CONTAINERS: Court Extends Exclusive Period to September 28 SEA CONTAINERS: U.S. Trustee Appoints HSBC to Creditors' Panel SIRIUS SATELLITE: Moody's Rates New $250 Mil. Sr. Facility at B1 SMART MODULAR: Good Performance Cues S&P to Lift Rating to BB- SURGICAL CARE: S&P Rates $480 Million Senior Facility at B TRILOGY INTERNATIONAL: Moody's Puts B2 Corporate Family Rating TTM TECH: Debt Reduction Cues S&P to Revise Outlook to Stable URSTADT BIDDLE: Earns $10.2 Million in Quarter Ended April 30 VERINT SYSTEMS: Posts $1.2 Mil. Net Loss in 2007 1st Fiscal Qtr. VERTRUE INC: Provides Update on 9-1/4% Senior Notes Redemption WACHOVIA AUTO: Moody's Rates $50 Million Cass E Notes at Ba3 WAMU MORTGAGE: Moody's May Cut Low-B Ratings After Review WARNACO GROUP: Improved Revenues Prompt S&P to Lift Rating to BB WCI COMMUNITIES: Adjourns Shareholders' Meeting to August 30 WESTAR ENERGY: Fitch Puts BB+ IDR Under Watch Positive WILLIAM LYON: Moody's Downgrades All Ratings WARNER MUSIC: Still Considering Offer for EMI Group ZUFFA LLC: Moody's Holds Corporate Family Rating at Ba3 * Bracewell Gets 1st Certification Under Bankruptcy Appeal Statute * Legal Reform Head Supports Junking Non-Malignant Asbestos Claims * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 1301 TAX GROUP: U.S. Trustee Appoints Nine-Member Creditors' Panel ------------------------------------------------------------------ Diana G. Adams, the U.S. Trustee for Region 2, appointed nine creditors to serve on an Official Committee of Unsecured Creditors in The 1031 Tax Group LLC's Chapter 11 case: 1. James V. and Diane S. Bordoni Trustees No. 478 Sequoia Way Los Altos, CA 94024 2. Steven M. Gray Capitol Aggregates Ltd. No. 11551 Nacogdoches Road San Antonio, TX 78265 3. Jonathan H. Hull LJ Ambassador Ltd. No. 200, 401 Main Plaza New Braunfels, TX 78131 4. Candace Graham 409 Sherman Ave LLC No. 1 Applewood Lane Portola Valley, CA 94028 5. George Nanas Siox Realty Corp. No. 212-07, 33rd Road Bayside, NY 11361 6. Hampton Ward No. 2001 Kensington Green Drive Smyrna, GA 30080 7. Nona M. Garson No. 57 Bissell Road Lebanon, NJ 08833 8. John R. Benitez 100 Garfield LLC 6th Floor No. 1400 16th Street, Denver, CO 80202 9. Marshall Friedman Sierra Group BPT LLC No. 670 Woodside lane Whitefish, MT 59937 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' 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 Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the chapter 11 cases to a liquidation proceeding. About The Tax Group Headquartered in Richmond, Virginia, The 1031 Tax Group LLC -- http://www.ixg1031.com/-- is a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. The company and 15 of its affiliates filed for Chapter 11 protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-11462). Norman N. Kinel, Esq., at Dreier, LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of over $100 million. 1301 TAX GROUP: Has until June 30 to File Schedules --------------------------------------------------- The 1031 Tax Group LLC and its debtor-affiliates obtained permission from the U.S. Bankruptcy Court for the Southern District of New York, to file their schedules of assets and debts and statements of financial affairs until June 30, 2007. The Debtors had requested the additional time citing: a) complexity of the Debtors' business; b) diversity of the operations and assets; c) limited staffing available to gather, process and complete the required schedules; d) the 15-day period was insufficient in completing the schedules. The additional time will allow the Debtors to bring their books and records up to date and to collect the data needed for the preparation and filing of schedules. Headquartered in Richmond, Virginia, The 1031 Tax Group LLC -- http://www.ixg1031.com/-- is a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. The company and 15 of its affiliates filed for Chapter 11 protection on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-11462). When the Debtors filed for protection from their creditors, they listed estimated assets and debts of over $100 million. ACTUANT CORP: Completes Pricing of $250MM Senior Notes Placement ---------------------------------------------------------------- Actuant Corp. has completed its private placement of $250 million aggregate principal amount of 6.875% Senior Notes due 2017. The Senior Notes were issued at a price of 99.607%, to yield 6.93%. The company will use the net proceeds from the offering to refinance a portion of its term loans under its senior credit facility and to pay certain transaction costs and expenses. The senior notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered and sold only to: (a) "qualified institutional buyers", as defined in Rule 144A under the Securities Act, and (b) outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act. About Actuant Corp. Based in Butler, Wisconsin, Actuant Corp. (NYSE:ATU) -- http://www.actuant.com/-- is a diversified industrial company with operations in more than 30 countries. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools and supplies. Since its creation through a spin-off in 2000, Actuant has grown its sales from $482 million to over $1.3 billion and its market capitalization from $113 million to over $1.3 billion. The company employs a workforce of more than 6,700 worldwide. * * * As reported in the Troubled Company Reporter on June 6, 2007, 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. AQUILA INC: Fitch Lifts Issuer Default Rating to BB- from B ----------------------------------------------------------- Fitch has upgraded Aquila, Inc.'s (NYSE: ILA) ratings: -- Issuer Default Rating to 'BB-' from 'B'; -- Sr. secured to 'BB+' from 'BB'; -- Sr. unsecured to 'BB-' from 'B+'. Approximately $1.3 billion of debt is affected. The ratings remain on Rating Watch Positive. In accordance with Fitch's published methodology, the Recovery Ratings on all issues of Aquila, Inc., will no longer be published. The upgrades reflect the improvement in ILA's business risk profile and the expected improvement in financial profile from recent rate increases, the implementation of a fuel adjustment clause for its Missouri utilities, and the continued reduction in long-term debt. The company is paying down $344 million of debt, which will reduce interest expense by approximately $27 million per year. Credit strengths include a focus on lower risk core utility operations, and strong electric demand growth in Missouri. Recent utility rate increases and a fuel adjustment clause for the Missouri electric utilities are expected to improve sustainable operating cash flows. Credit concerns include the company's relatively small size, its increasingly short power position, and a large capital budget (approximately $1.6 billion over the next 5 years) that will increase debt and depress cash flows. ILA can only recover capital spending through a rate base filing, which creates a recovery lag. The company will continue to face high interest expenses of approximately $140 million per year, driven largely by the $500 million 14.875% senior notes, relative to operating cash flow. The Positive Rating Watch reflects Fitch's expectation that the sale of assets to Black Hills and merger with Great Plains Energy would result in an upgrade based on Great Plains' current financial capability. ILA is a regulated electric and gas utility serving more than 400,000 electric and 500,000 natural gas customers in five Midwestern states. Headquartered in Kansas City, Missouri, Aquila Inc. -- http://www.aquila.com/-- is an integrated electric and natural gas utility. Aquila began as Missouri Public Service Company in 1917 and reincorporated in Delaware as UtiliCorp United Inc. in 1985. In March 2002, UtiliCorp United Inc. changed its name to Aquila, Inc. Aquila's business is organized into three business segments: Electric Utilities, Gas Utilities and Merchant Services. Substantially all of Aquila's revenues are generated by Aquila's Electric and Gas Utilities. ATLANTIC EXPRESS: Refinancing Completion Cue S&P to Lift Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Atlantic Express Transportation Corp. to 'B-' from 'CCC+' and removed the rating from CreditWatch with positive implications, where it was placed April 19, 2007. The outlook is stable. At the same time, S&P withdrew the 'CCC+' rating on the company's senior secured notes due 2008. S&P affirmed the recently assigned 'B-' rating on the $165 million senior notes due 2012. The rating actions follow the successful completion of Atlantic Express's debt refinancing and are in line with rating indications presented in Standard & Poor's research update published April 27, 2007. The Staten Island, New York-based school bus transportation company has about $220 million of lease-adjusted debt outstanding. "The upgrade of the corporate credit reflects the company's improved financial performance over the past year and its enhanced liquidity position, which was bolstered by recent refinancing activities," said Standard & Poor's credit analyst Lisa Jenkins. Ratings on Atlantic Express reflect the company's highly leveraged financial profile, significant customer concentration, and vulnerability to unanticipated cost increases. Atlantic Express is currently benefiting from the improved terms it negotiated with the New York City Department of Education in mid-2005. Atlantic Express derives just over half of its revenues from this contract. In June 2005, Atlantic Express extended its contract with the DOE for an additional five years through June 30, 2010. The new contract terms included price increases, the recapture of increases tied to changes in the CPI not given in prior years, full annual CPI increases, the full reimbursement of all costs related to escorts, plus a 5% administrative fee. While benefits from the new contract terms have contributed to improved performance at Atlantic Express, the company remains exposed to increases in fuel prices beyond what is covered by the CPI increase and other unexpected cost increases. Atlantic Express is the fourth-largest provider of school bus transportation in the U.S. and the leading provider in New York City. School bus services account for about 88% of revenues. The company also provides paratransit services for physically and mentally disabled passengers and other services, including express commuter lines and tour buses. An upgrade or outlook change to positive is unlikely, given the company's high debt leverage, significant customer concentration, and limited liquidity. The outlook could be revised to negative or the rating could be lowered if liquidity comes under renewed pressure. BAGGS' WHOLESALE: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Baggs' Wholesale Co., Inc. 608 Reid Street Palatka, FL 32177 Bankruptcy Case No.: 07-02473 Chapter 11 Petition Date: June 12, 2007 Court: Middle District of Florida (Jacksonville) Debtor's Counsel: Robert Altman, Esq. Robert Altman, P.A. 5256 Silver Lake Drive Palatka, FL 32177-8524 Tel: (386) 325-4691 Total Assets: $1,560,720 Total Debts: $860,023 Debtor's List of its 18 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Thomas and Ann Crabtree $96,522 239 East Buffalo Bluff Road 106 Satsuma, FL 32189 Goodyear Tire & Rubber co. $68,603 Law Department 11447 East Market Street Akron, OH 44316 Carroll Tire Company $33,138 P.O. Box 116878 Atlanta, GA 30368-6878 Goodyear Tire Distribution Center $33,052 Carroll Tire Co. $32,341 c/o Kosto & Rotella, P.A. Carquest Auto Parts $21,953 Marlin Leasing $24,000 Bailey NAPA $8,469 Capital One, FSB $8,320 Jasper Engines & Transmissions $4,809 Davis Monk & Company $2,716 The Goodyear Tire and Rubber Co. $2,560 Infolab, Inc. $2,520 Rozier Oil Co. $2,446 DFS Acceptance Payment Processing Center $2,000 Gemini Programs Headquarters $1,953 Bellsouth Advertising & Publishing $1,947 BSFS Equipment Leasing $1,511 BEAR STEARNS: S&P Affirms Low-B Ratings on 20 Class Certificates ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on 20 classes of mortgage-backed securities issued by nine Bear Stearns Alt-A Trust transactions. S&P upgraded six certificates from 2003 vintage deals and 14 certificates from transactions issued in 2004. At the same time, S&P affirmed the ratings on the remaining 179 certificates from all Bear Stearns Alt-A Trust series issued in 2003 and 2004. Several factors that contributed to the upgrades affecting the 2003 and 2004 vintage deals were low cumulative losses, low delinquencies, and credit enhancement percentages that are more than sufficient to support the higher rating levels. As of the May 2007 distribution period, cumulative losses were no higher than 11 basis points for the 2003 transactions that received upgrades. Severe delinquencies (90-plus days, foreclosures, and REOs), as a percentage of the respective current pool balances, ranged from 1.51% to 2.18%. All of the 2003 series with raised ratings have paid down to less than 25% of their original principal balances. For the 2004 deals that received upgrades, cumulative losses ranged from 1 to 9 bps, severe delinquencies ranged from 2.07% to 4.32%, and current pool balances were lower than 45% of their original size. Projected credit support for the upgraded certificates ranged between 1.64x and 2.42x the original credit support needed at the higher rating levels. The affirmations reflect sufficient credit enhancement at the current rating levels. Most classes with affirmed ratings had projected credit support that was near the original credit support level. For those deals structured with excess spread and overcollateralization as credit enhancement, the current O/C levels were at or near their target levels. Cumulative losses for the 2003 and 2004 vintages ranged from 1 to 19 bps of the respective original principal balances. Severe delinquencies for the 2003 and 2004 vintages ranged from 1.19% to 4.76% of the respective current principal balances. The series mentioned in this release have paid down to between 23.41% and 24.73% (2003 vintages) and between 19.16% and 50.46% (2004 vintages) of their original balances, respectively. The collateral consists of 30-year, adjustable-rate, Alt-A mortgage loans secured by first liens on one- to four-family residential properties. The mortgage loans have an initial fixed- rate period of three, five, seven, or 10 years, after which they adjust annually or semiannually based on an index. Ratings Raised Bear Stearns Alt-A Trust Rating ------ Series Class To From ------ ----- -- ---- 2003-3 B-1 AAA AA+ 2003-3 B-2 AA A+ 2003-3 B-3 A- BBB 2003-5 B-2 AA+ AA 2003-5 B-3 A+ A 2003-6 B-3 A A- 2004-1 B-1 AAA AA+ 2004-1 B-2 AA+ AA 2004-1 B-3 A- BBB+ 2004-2 B-1 AAA AA+ 2004-2 B-2 AA A+ 2004-2 B-3 BBB+ BBB 2004-5 M AAA AA+ 2004-5 B-1 AA+ AA 2004-5 B-2 A+ A 2004-7 M AAA AA+ 2004-9 B-1 AA+ AA 2004-9 B-2 A+ A 2004-11 II-B-1 AA+ AA 2004-11 II-B-2 A+ A Ratings Affirmed Bear Stearns Alt-A Trust Series Class Rating ------ ----- ------ 2003-3 I-A, I-X, II-A, II-X, III-A, IV-A AAA 2003-3 V-A, VI-A AAA 2003-3 B-4 BB 2003-3 B-5 B 2003-5 1-A-1, I-X-A-1, I-A-2, I-X-A-2, I-A-3 AAA 2003-5 I-X-A-3, II-A-1, II-A-2, II-X-A-2 AAA 2003-5 III-A, IV-A, M, B-1 AAA 2003-5 B-4 BB 2003-5 B-5 B 2003-6 I-A-1, I-X-A-1, I-A-2, I-X-A-2, II-A-1 AAA 2003-6 II-A-X-1, II-A-2, II-A-X-2, III-A, IV-A AAA 2003-6 M, B-1 AAA 2003-6 B-2 AA+ 2003-6 B-4 BB 2003-6 B-5 B 2004-1 I-A-1, 1-X-A-1, I-A-2, I-X-A-2, II-A-1 AAA 2004-1 II-X-A-1, II-A-2, II-X-A-2, II-A-3 AAA 2004-1 II-X-A-3, III-A-1, III-X-A-1, IV-A-1 AAA 2004-1 IV-X-A-1, V-A-1, M AAA 2004-1 B-4 BB 2004-1 B-5 B 2004-2 I-A-1, I-X-A-1, I-A-2, I-X-A-2, II-A-3 AAA 2004-2 I-A-3, II-A-1, II-X-A-1, II-A-2 AAA 2004-2 II-X-A-2 AAA 2004-2 II-X-A-3, III-A-1, III-X-A-1, IV-A-1 AAA 2004-2 V-A-1, M AAA 2004-2 B-4 BB 2004-2 B-5 B 2004-3 A-1 AAA 2004-3 M-1 AA 2004-3 M-2 A 2004-3 B BBB 2004-4 A-1 AAA 2004-4 M-1 AA 2004-4 M-2 A 2004-4 B BBB 2004-5 I-A-1, II-A-1, II-A-2, II-X-A-2 AAA 2004-5 III-A-1, IV-A-1, V-A-1, VI-A-1 AAA 2004-5 B-3 BBB 2004-5 B-4 BB 2004-5 B-5 B 2004-6 I-A, II-A-1, II-A-2, II-A-3, III-A AAA 2004-6 M-1 AA 2004-6 M-2 A 2004-6 B-1 BBB+ 2004-6 B-2 BBB 2004-7 I-A-1, II-A-1, III-A-1 AAA 2004-7 B-1 AA 2004-7 B-2 A 2004-7 B-3 BBB 2004-7 B-4 BB 2004-7 B-5 B 2004-8 I-A, II-A AAA 2004-8 M-1 AA 2004-8 M-2 A 2004-8 B-1 BBB+ 2004-8 B-2 BBB 2004-9 I-A-1, I-A-2, II-A-1, II-A-2, III-A-1 AAA 2004-9 IV-A-1, V-A-1, VI-A-1, VII-A-1 AAA 2004-9 B-3 BBB 2004-9 B-4 BB 2004-9 B-5 B 2004-10 I-A-1, I-A-2, I-A-3, II-A-1, II-A-2 AAA 2004-10 M-1 AA 2004-10 M-2 A 2004-10 B-1 BBB+ 2004-10 B-2 BBB 2004-11 I-A-1, I-A-2, II-A-1, II-A-2, II-A-3 AAA 2004-11 II-A-4, II-A-5, II-X-A-5, II-A-6a AAA 2004-11 II-A-6b AAA 2004-11 I-M-1 AA 2004-11 I-M-2 A 2004-11 I-B-1 BBB+ 2004-11 I-B-2, II-B-3 BBB 2004-11 II-B-4 BB 2004-11 II-B-5 B 2004-12 I-A-1, I-A-2, I-A-3, I-A-4, II-A-1 AAA 2004-12 II-A-2, II-A-3, II-A-4, II-X-1, II-A-5 AAA 2004-12 II-A-6, II-X-2 AAA 2004-12 II-M-1, II-B-1 AA+ 2004-12 I-M-1, II-B-2 AA 2004-12 I-M-2, II-B-3 A 2004-12 I-B-1 BBB 2004-12 I-B-2 BBB- 2004-12 II-B-4 BB 2004-12 II-B-5 B 2004-13 I-A-1, I-A-2 AAA 2004-13 M-1 AA 2004-13 M-2 A 2004-13 B-1 BBB+ 2004-13 B-2 BBB BISON BUILDING: Judge Mayer Converts Case to Chapter 7 Liquidation ------------------------------------------------------------------ The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the Eastern District of Virginia converted Bison Building Company LLC's Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding. As reported in Troubled Company Reporter on May 17, 2007, W. Clarkson McDow, the U.S. Trustee for Region 4, told the Court that the Debtor's bankruptcy case should be converted citing the Debtor: 1) has failed to timely file monthly operating reports with the Clerk of Court or the Trustee. Failure to file monthly operating reports prevents the Trustee or other parties-in- interest from monitoring the financial condition of the Debtor; 2) has accrued over $160,000 in post-petition accounts payable; 3) has failed to pay quarterly fees owed to the Trustee; and 4) has failed to file a proposed plan and disclosure statement although its case has been pending for almost six months. Based in Springfield, Virginia, Bison Building Company LLC -- http://www.bisonbuildingcompany.com/-- is a custom home-builder. The company filed for chapter 11 protection on Nov. 17, 2006 (Bankr. E.D. Va. Case No. 06-11534). Darrell William Clark, Esq., at Stinson Morrison Hecker, LLP, represents the Debtor in its restructuring efforts. Bradford F. Englander, Esq., at Linowes and Blocher LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from its creditors, it listed total assets of $9,943,454, and total liabilities of $12,367,901. C-BASS 2002-CB6: Moody's Cuts Rating on Class B-2 and B-3 Certs. ---------------------------------------------------------------- Moody's Investors Service downgraded two certificates from one C- BASS deal, issued in 2002. The underlying assets in the transaction consist of subprime residential mortgage loans. The certificates are being downgraded based upon a decrease in available credit enhancement. This is attributed to an increase in losses and a reduction in subordination as a result of passing performance triggers and overcollateralization stepping down. The underlying pools in the transaction are below the 50 bp OC floor as of the May 25, 2007 reporting date. Complete rating actions are: * Issuer: C-BASS 2002-CB6 Trust Downgrades: -- Series 2002-CB6; Class B-2, downgraded to Ba2 from Baa3; -- Series 2002-CB6; Class B-3, downgraded to Caa2 from Ba1. CALDWELL PLUMBING: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Caldwell Plumbing Co., Inc. 821 Childs Street Wheaton, IL 60187 Bankruptcy Case No.: 07-10463 Type of Business: The Debtor is a plumbing contractor. Chapter 11 Petition Date: June 12, 2007 Court: Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Charles S. Stahl Jr., Esq. 703 Warrenville Road Wheaton, IL 60187 Tel: (630) 871-8060 Fax: (312) 871-8061 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's List of its 19 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Wheaton Bank & Trust Company Blanket Security $696,000 211 South Wheaton Avenue interest on all of Wheaton, IL 60187 Debtor's personal Property Automobile $19,600 Wm. F. Meyer Co. Trade Debt $210,362 1855 East New York Street Aurora, IL 60505 Ferguson Enterprises, Inc. Trade Debt $192,487 191 South Mitchell Court Addison, IL 60101-1427 Sandra Tenerelli Loans $150,000 LUI--Local 130 Union Benefits $119,787 Time Insulation Company, Inc. Trade Debt $101,828 National Plumbing & Heating Trade Debt $99,640 P.S. Coyote, Inc. Trade Debt $90,000 Pro-Power Business Loan $87,113 Shapes Supply Company Trade Debt $81,488 Standard Pipe and Supply Co. Trade Debt $66,699 R.A. Daugherty Sales, Inc. Trade Debt $64,472 Sterling Supply, Inc. Trade Debt $61,492 Absolute Plumbing Supply Co. Trade Debt $57,485 Porter Pipe & Supply Co. Trade Debt $39,906 Gray Hunter Stenn LLP Accounting Services $18,959 Bornquist, Inc. Trade Debt $11,444 Luczak Sales, Inc. Trade Debt $7,136 Thelen Sand & Gravel, Inc. Trade Debt $7,035 CANARGO ENERGY: Closes $15 Million Debt-to-Equity Conversion ------------------------------------------------------------ CanArgo Energy Corporation reported that at its annual meeting of stockholders, the stockholders approved an increase in authorized shares of common stock from 375,000,000 to 500,000,000. The company also reported the closure of the conversion of $15 million of its convertible debt into a portion of CanArgo's interest in Tethys Petroleum Limited, leaving CanArgo with a 29.7% interest in Tethys. About CanArgo Energy CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/ -- is an oil and gas exploration and production company operating in the oil and gas provinces of the former Soviet Union. CanArgo is currently focused primarily on Georgia in the Caucasus, and more recently has become involved in the major hydrocarbon producing country of Kazakhstan. In Georgia, the company has been actively exploring for new deposits of oil and gas, and is currently appraising what could be a substantial new discovery of oil. Going Concern Doubt As reported in the Troubled Company Reporter on March 26, 2007, LJ Soldinger Associates LLC raised substantial doubt about the ability of CanArgo Energy Corp. to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm stated that the company may not have sufficient funds to execute its business plan. CAPITAL AUTO: S&P Puts Certificates' Ratings Under Positive Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on six classes of notes and certificates from three Capital Auto Receivables Asset Trust securitizations originated between 2004 and 2006 on CreditWatch with positive implications. The positive CreditWatch placements reflect the increased credit enhancement as a percent of the current amortizing principal balances and the strong performance of the underlying automobile receivables originated by General Motors Acceptance Corp. In addition, current cumulative net losses of 1.02% (2004-2), 0.70% (2005-1), and 0.24% (2006-1) are trending lower than S&P's initial expectations. Each transaction contains a fully funded, nondeclining reserve account, which is 0.50% of the initial adjusted pool balance. In addition, these transactions are structured with overcollateralization that continues to grow as a percent of the current pool balances. Over the next one to two months, Standard & Poor's will conduct a detailed review of the credit performance and remaining credit enhancement of each of the three transactions and determine whether upgrades are warranted. Ratings Placed on Creditwatch Positive Capital Auto Receivables Asset Trust Rating ------ Series Class To From ------ ----- -- ----- 2004-2 C A+/Watch Pos A+ 2005-1 B A/Watch Pos A 2005-1 C BBB/Watch Pos BBB 2006-1 B A/Watch Pos A 2006-1 C BBB/Watch Pos BBB 2006-1 D BB/Watch Pos BB CARIBOU RESOURCES: JED Oil Closes Acquisition of $26.7 Mil. Debt ---------------------------------------------------------------- JED Oil Inc. has completed the first step in its offer to Caribou Resources Corp. to acquire all of its shares and settle with its creditors. JED Oil closed the acquisition of the debt and security position held by Caribou's major secured creditor for approximately $26.7 million. JED and Caribou have also been negotiating the final details of the formal agreements. It is the goal of the company and Caribou that formal documents for both the arrangements with Caribou's other creditors and Caribou's shareholders and stock option holders will be finalized in time to be presented at the next scheduled hearing in the Court of Queen's Bench of Alberta in Calgary, today, June 14, 2007. Caribou had filed for protection under the Canadian Companies' Creditors Arrangement Act, which is similar to "Chapter 11" protection in the U.S. JED Oil's offer consists of payment in full in cash to the major secured creditor of approximately $26.7 million, which was completed June 8, 20007, plus payment in cash to any creditors with security in priority to the major secured creditor; payment in cash of approximately $345,500 plus the issuance of 5 million JED common shares to the unsecured creditors totaling approximately $17.7 million, and the issuance of up to 4 million JED common shares for the acquisition of all of the 39 to 40 million shares of Caribou on the basis of one common share of JED for every 10 shares of Caribou held. JED Oil has delivered approximately $185,000 as a deposit with its offer. Under the CCAA procedure, the Caribou offer must be selected as the best offer for the creditors by the Court of Queen's Bench, which will be addressed on the new hearing date of June 14, 2007. The offer must then also be approved by Caribou's creditors and Caribou's shareholders. The issuance by JED of up to 9 million common shares is also subject to the approval of JED's common shareholders under the rules of the AMEX. The settlement with Caribou's creditors will be effected under a Plan of Arrangement under the CCAA, and the acquisition of the shares of Caribou will be effected under a Plan of Arrangement under the Business Corporations Act (Alberta), which would also be an element of the Plan of Arrangement under the CCAA. Following completion of the transactions, Caribou would either become a wholly-owned subsidiary of JED, or would amalgamate with or be acquired by a wholly-owned subsidiary or affiliate of JED. JED also announced that on June 8, 2007, it closed the previously announced sale of its North Ferrier assets for approximately $33.9 million. A majority of the proceeds were utilized in the acquisition of debt from Caribou's major secured creditor. About JED Oil Based in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an oil and natural gas company that commenced operations in the second quarter of 2004 and has begun to develop and operate oil and natural gas properties principally in western Canada and the United States. About Caribou Resources Based in Calgary, Canada, Caribou Resources Corp. (TSX VENTURE:CBU) -- http://www.cariboures.com/-- is a full cycle exploration and development company primarily focused on exploring for natural gas in Northern Alberta, and oil and natural gas in Central Alberta. With a mix of oil and gas prospects, the company is committed to creating shareholder value by conducting exploration and development activities in a highly focused area. In January 2007, Caribou filed for protection under the Canadian Companies' Creditors Arrangement Act. CENTERPOINT ENERGY: Fitch Affirms BB+ Rating on Trust Preferred --------------------------------------------------------------- Fitch affirms the ratings of CenterPoint Energy, Inc. (Issuer Default Rating 'BBB-') and its operating subsidiaries, CenterPoint Energy Houston Electric (IDR 'BBB') and CenterPoint Energy Resources Corp. (IDR 'BBB'). Approximately $6.8 billion of debt is affected by rating actions. The Rating Outlook for all three issuers remains Stable. CNP's ratings reflect dividend payments from largely regulated operating subsidiaries, CEHE and CERC and a weak but improving consolidated financial profile. Approximately 85% of CNP's $1.045 billion of consolidated operating income in 2006 was generated by regulated utility or pipeline operations, which are considered to have relatively low operating risk. The retail electric deregulation process in Texas has been completed and commodity price risks are now borne by consumers and retail electric providers. This transition to competitive retail markets reduced the operating risk of CEHE. The two FERC interstate pipelines owned by CERC are strategically located in the heart of the U.S. gas infrastructure and the gas distribution utilities generate stable cash flows. Liquidity is considered satisfactory. Long term debt maturities for the next five years are considered manageable. CNP and subsidiaries had total availability under committed parent and subsidiary credit facilities of approximately $2 billion as of March 31, 2007. In addition, there is an internal money pool. Fitch's primary rating concerns include the still high leverage and slow pace of de-leveraging of CNP and the risk of cost recovery lags or under-recovery of costs at the electric or gas utilities. While Fitch considers CEHE's state regulatory environment in Texas to have been somewhat difficult, the 2006 rate settlement provides rate certainty through June 2010 and there is above average customer and demand growth. CNP's consolidated credit ratios are weak relative to its 'BBB-' peers, with an (FFO + interest)/interest ratio of 2.8 times for the twelve months ended March 31, 2007. However, the credit trend has been positive for the last few years. CEHE's credit metrics are strong relative to its transmission and distribution utility peers, with FFO coverage of 5.2x for the LTM March 2007 period and CERC's ratios are in-line with its peer group. An additional rating concern is the risks associated with increases in capital spending. CERC and CEHE are undertaking capital expansion projects in an environment of rising labor and material costs. Pipeline expansion initiatives at CERC include the Carthage to Perryville (phase one is now complete) and the Southeast Supply Header project and CEHE will invest in system reliability and expansions. A substantial portion of the capacity on the expansion pipelines has been contracted and is expected to provide steady cash flows following commercial operation. The Stable Rating Outlook incorporates Fitch's expectation that balance sheet leverage will trend down and CNP will issue a balanced mix of debt and common equity for external funding necessary to support capital spending plans. Fitch has affirmed these ratings: CenterPoint Energy, Inc. -- Issuer Default Rating 'BBB-'; -- Trust Preferred/Zens 'BB+'; -- Senior Unsecured 'BBB-'; -- Short Term IDR /Commercial paper 'F3'. CenterPoint Energy Resources Corp. -- Issuer Default Rating 'BBB'; -- Senior Unsecured 'BBB'; -- Trust Preferred/Conv. Sub Notes 'BBB-'; -- Short Term IDR (new rating) 'F2'. CenterPoint Energy Houston Electric LLC -- Issuer Default Rating 'BBB'; -- First Mtg. Bonds 'A-'; -- General Mtg. Bonds 'BBB+'; -- Unsecured credit Facility 'BBB'; -- Short Term IDR (new rating) 'F2'. The Rating Outlook is Stable. Headquartered in Houston, Tex., CenterPoint Energy Inc., through its subsidiaries, operates as a public utility holding company in the U.S. It operates in four segments that provide electric transmission and distribution services, intrastate natural gas sales and transportation, and owns and operates gas transmission lines. The Company is headquartered in Houston, Tex. CHICAGO ATHLETIC: Files for Bankruptcy to Close Sale ---------------------------------------------------- Chicago Athletic Association, on Tuesday, filed for protection under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Northern District of Illinois. The Associated Press reports that the bankruptcy filing was initiated in order for the company to sell its buildings. The report discloses that a deal with Snider-Cannata Interests LLC of Cleveland remains on hold as two classes of members are in a row on how the proceeds should be divided. The legal dispute is currently pending in the Illinois Circuit Court for Cook County. The deal, according to the report, is estimated at $31 million. According to the report, the company's board hopes that with the bankruptcy filing, the sale will close within 60 days. Creditors will be paid in full after the sale closes. Chicago Athletic Association -- http://www.chicagoathletic.com/-- operates a private club for athletics, dining, business and lodging. CHICAGO ATHLETIC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Chicago Athletic Association 12 South Michigan Avenue Chicago, IL 60603 Bankruptcy Case No.: 07-10486 Type of Business: The Debtor was Chicago's premier private club for athletics, dining, business and lodging. At the CAA, members enjoyed the most extensive athletic facilities in the city in a 24-hour fitness center, complimentary personal training, and fine dining. See http://www.chicagoathletic.com/ Chapter 11 Petition Date: June 12, 2007 Court: Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: Catherine L. Steege, Esq. Jenner & Block LLP One IBM Plaza Chicago, IL 60611 Tel: (312) 222-9350 Fax: (312) 527-0484 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Peoples Energy Corp. Natural Gas Service $27,188 130 East Randolph Drive 24th Floor Chicago, IL 60601-3207 Buedel Food Products, Inc. Trade Creditor $22,430 7661 South 78th Avenue Bridgeview, IL 60455 KO Consulting Trade Creditor $21,820 1317 Sunview Lane Winnetka, IL 60093 Aetna U.S. Healthcare Employee Benefits $18,958 Commonwealth Edison Electric Service $18,919 William J. Harte, Ltd. Legal Services $17,515 Hedberg Tobin Legal Services $17,022 Flaherty & Whalen Sysco Food Services of Trade Creditor $10,581 Chicago, Inc. ACM Elevator Company Trade Creditor $8,872 Alsco American Linen Division Trade Creditor $7,075 Big Apple Finer Foods Trade Creditor $6,627 Wabash Seafood Company Trade Creditor $6,363 Central Pension Fund Employee Benefits $4,239 McLeod USA Telephone Service $3,327 On Time Promotions Trade Creditor $3,259 Horvath Reich CDC Inc. Trade Creditor $3,217 Fore Supply Company Trade Creditor $2,939 Aetna Employee Benefits $2,889 Badger Murphy Food Service Trade Creditor $2,815 Alliance Capitol Employee Benefits $2,406 CITIFINANCIAL: Moody's Cuts Rating to Ba3 on Class M-4 Certs. ------------------------------------------------------------- Moody's Investors Service upgraded nineteen tranches issued by CitiFinancial Mortgage Securities Inc while downgrading one such tranche. Additionally, Moody's has confirmed the rating of the MV-4 class of CitiFinancial's 2003-1 securitization. The underlying collateral of each transaction consists of subprime, first-lien mortgage loans. These actions are based on a systematic review of all Moody's rated CFMSI transactions. Those tranches being upgraded have experienced substantially lower than anticipated cumulative losses to date. The lone downgrade is based on the current pace of losses relative to available enhancement. * Issuer: CitiFinancial Mortgage Securities Inc. 2002-1 -- Class M-4, downgraded to Ba3, previously Baa3. * Issuer: CitiFinancial Mortgage Securities Inc. 2003-1 -- Class MV-4, Confirmed Baa3. * Issuer: CitiFinancial Mortgage Securities Inc. 2003-2 * Class MF-1, upgraded to Aaa, previously Aa2; -- Class MF-2, upgraded to Aa3, previously A2. * Issuer: CitiFinancial Mortgage Securities Inc. 2003-3 -- Class MF-1, upgraded to Aaa, previously Aa2; -- Class MF-2, upgraded to Aa2, previously A2; -- Class MF-3, upgraded to A3, previously Baa2. * Issuer: CitiFinancial Mortgage Securities Inc. 2003-4 -- Class MF-1, upgraded to Aaa, previously Aa1; -- Class MF-2, upgraded to Aaa, previously Aa2; -- Class MF-3, upgraded to Aaa, previously Aa3; -- Class MF-4, upgraded to Aa2, previously A1; -- Class MF-5, upgraded to Aa3, previously A2; -- Class MF-6, upgraded to A1, previously A3; -- Class MF-7, upgraded to A3, previously Baa1. * Issuer: CitiFinancial Mortgage Securities Inc. 2004-1 -- Class MF-1, upgraded to Aaa, previously Aa1; -- Class MF-2, upgraded to Aaa, previously Aa2; -- Class MF-3, upgraded to Aaa, previously Aa3; -- Class MF-4, upgraded to Aa2, previously A1; -- Class MF-5, upgraded to Aa3, previously A2; -- Class MF-6, upgraded to A1, previously A3; -- Class MF-7, upgraded to A3, previously Baa1. CYBERONICS INC: April 27 Balance Sheet Upside-Down by $16.1 Mil. ---------------------------------------------------------------- Cyberonics Inc. reported results for the fourth quarter and fiscal year ended April 27, 2007. The company's balance sheet as of April 27, 2007, reflected total assets of $13.6 million, total liabilities of $15.7 million, resulting in a total stockholders' deficit of $16.1 million. The company's April 27 balance sheet also reflected strained liquidity with total current assets of $125,427,257 and total current liabilities of $153,411,928. Fourth Quarter and Yearly Results Net loss was $51.2 million for fiscal 2007, compared to $59.1 million for the prior fiscal year. Net loss for the fourth quarter of fiscal 2007 was $10.8 million, compared to a net loss of $4.3 million or $0.17 per share in the fourth quarter of fiscal 2006. Net sales for fiscal year 2007 were a record $131 million, compared to $123.4 million for the prior fiscal year. Fiscal 2007 net sales included $111.1 million from the U.S. market and $19.9 million from international, compared to net sales of $107.9 million and $15.5 million, respectively, for the prior fiscal year. Sales for the fourth quarter of fiscal 2007 decreased by $4.6 million to $31.4 million, compared to the fourth quarter of fiscal 2006 and showed a modest decline of $200,000, compared to the third quarter of fiscal 2007. Gross profit margin for fiscal 2007 was 86.1%, compared to a gross profit margin of 87.2% for the prior fiscal year. Operating expenses for fiscal 2007 were $162.2 million, compared to $166.9 million for the prior fiscal year. Fiscal 2007 operating expenses included reductions of $38.7 million in marketing and sales expenses and $5.6 million in engineering, clinical and regulatory expenses, but also include non-cash charges in the amount of $18.7 million and $20.5 million in special charges. Fiscal 2006 operating expenses included $2.2 million in special charges for a reduction in force. "During our 2007 fiscal year, the Cyberonics team made very good progress in significantly decreasing recurring operating expenses and bringing our spending more in line with current revenues," commented Dan Moore, Cyberonics' president and chief executive officer. "As a result, Cyberonics is positioned entering fiscal year 2008 to focus on its key initiatives. We are working diligently to achieve our goals of near-term positive cash flow and profitability by focusing on increasing epilepsy market penetration while realigning our spending in the depression market based on the current reimbursement environment. We expect operating results to improve in our 2008 fiscal year. We also intend to explore ways to bring VNS technology to some of our other patented indications by working with other companies. We remain committed to improving the lives of people touched by epilepsy, depression and other chronic disorders that may prove to be treatable with our patented VNS Therapy." About Cyberonics Headquartered in Houston, Texas, Cyberonics Inc. (NASDAQ: CYBX) -- http://cyberonics.com/-- markets the VNS Therapy system in selected markets worldwide. The VNS Therapy System uses a surgically implanted medical device that delivers electrical pulsed signals to the vagus nerve in the left side of the neck. This therapy has proven effective in significantly reducing the number and/or intensity of seizures in many people suffering from epilepsy and has the potential for use in the treatment of other inadequately treated, chronic disorders. Going Concern Doubt As reported in the Troubled Company Reporter on Jan. 10, 2007, KPMG LLP in Houston, Texas, raised substantial doubt about Cyberonics Inc.'s ability to continue as a going concern after auditing the company's financial statements for the fiscal years ended April 28, 2006, and April 29, 2005. The auditing firm pointed to the company's recurring losses from operations, the receipt of a notice of default and demand letter and notice of acceleration for a $125 million senior subordinated convertible notes, and incurrence of a potential default of a $40 million line of credit. DAIMLERCHRYSLER AG: Elects to Redeem Term Assets of Trust --------------------------------------------------------- DaimlerChrysler AG has elected to redeem the term assets of the trust on June 29, 2007, at a redemption price equal to par plus a make-whole amount to be determined two business days prior to the Redemption Date. The company has notified the U.S. Bank Trust National Association, as Trustee, under the Base Trust Agreement dated as of May 21, 1998, as supplemented by the Series C 1998-6 Supplement dated as of May 21, 1998, between Structured Products Corp. and the Trustee. If the Trustee receives the redemption payment on the Redemption Date, then the Amortizing Certificates issued by the TIERS Corporate Bond-Backed Certificates Trust C 1998-6 will be redeemed in full on the Redemption Date at a price equal to 55.49314% of the redemption payment received by the Trustee and the ZTF Certificates issued by the Trust will be redeemed in full on the Redemption Date at a price equal to 44.50686% of the redemption payment received by the Trustee. If the Amortizing Certificates are redeemed in full on the Redemption Date, no interest will accrue on the Amortizing Certificates after the Redemption Date. If the Trustee does not receive the redemption payment, the certificates will not be redeemed. For more information about these redemptions, please contact Janet O'Hara of U.S. Bank Trust National Association at 212-361-2527. Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA: DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures, distributes, and sells various automotive products, primarily passenger cars, light trucks, and commercial vehicles worldwide. It primarily operates in four segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and Financial Services. The company's worldwide operations are located in: Canada, Mexico, United States, Argentina, Brazil, Venezuela, China, India, Indonesia, Japan, Thailand, Vietnam, and Australia. The Chrysler Group segment offers cars and minivans, pick-up trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand names. It also sells parts and accessories under the MOPAR brand. The Chrysler Group is facing a difficult market environment in the United States with excess inventory, non-competitive legacy costs for employees and retirees, continuing high fuel prices and a stronger shift in demand toward smaller vehicles. At the same time, key competitors have further increased margin and volume pressures -- particularly on light trucks -- by making significant price concessions. In addition, increased interest rates caused higher sales & marketing expenses. In order to improve the earnings situation of the Chrysler Group As quickly and comprehensively, measures to increase sales and cut costs in the short term are being examined at all stages of the value chain, in addition to structural changes being reviewed as well. DANKA BUSINESS: Delays Reporting of Fourth Quarter Results ----------------------------------------------------------- Danka Business Systems PLC reported on June 11, 2007 that it will postpone release of fourth quarter results pending completion of the company's upcoming refinancing plan. Proceeds from this financing would be used in conjunction with the proceeds of the previously completed sale of its European operations to reduce and refinance the company's existing debt. The company expects to complete these actions and reschedule its fourth quarter release and conference call in the near future in order to be in a position to reflect these actions in its release. About Danka Danka Business Systems PLC -- http://www.danka.com/-- provides enterprise imaging systems and services. * * * Danka Business Systems Plc continues to carry Moody's B3 ratings on the company's long-term corporate family, senior unsecured debt, and probability-of-default ratings. The ratings outlook remains negative. The company also carries Standard & Poor's B- long-term foreign and local issuer credit ratings and negative ratings outlook. DOLLAR GENERAL: Fitch Cuts & Withdraws Issuer Default Rating ------------------------------------------------------------ Fitch Ratings has downgraded and simultaneously withdrawn Dollar General Corporation's ratings: -- Issuer Default Rating to 'B-' from 'B+'; -- Senior unsecured notes to 'B-' from 'B+'. Dollar General's bank credit facility rating of 'BBB-' has also been withdrawn. Fitch will no longer provide ratings or analytical coverage on Dollar General Corporation. Based in Goodlettsville, Tennessee, Dollar General Corp. (NYSE: DG) -- http://www.dollargeneral.com/-- is a Fortune 500(R) discount retailer with 8,276 neighborhood stores as of Nov. 24, 2006. Dollar General stores offer convenience and value to customers by offering consumable basic items that are frequently used and replenished, such as food, snacks, health and beauty aids, and cleaning supplies, as well as a selection of basic apparel, house wares, and seasonal items at everyday low prices. DOLLAR GENERAL: Moody's Holds Ratings on Revised Capital Structure ------------------------------------------------------------------ Moody's Investors Service affirmed Dollar General Corporation's corporate family rating at B3 following the company's announcement of revisions to its proposed capital structure, notably, KKR increasing its equity investment to $2.775 billion with a corresponding reduction in proposed debt to $4.7 billion. The rating outlook remains stable. These ratings are affirmed: -- Corporate family rating at B3; -- Probability of default rating at B3; -- $2.43 billion term loan B at B3; LGD3-44%; -- $1.35 billion senior unsecured notes at Caa1; LGD4-68%; -- $550 million senior subordinated notes at Caa2; LGD6-94%; -- Speculative grade liquidity rating at SGL-3. This rating remains on review for possible downgrade: -- $200 million 8.625% senior unsecured notes at Ba2. All ratings are conditioned upon review of final documentation. The company's existing $200 million senior unsecured notes, currently Ba2 on review for possible downgrade, are expected to be redeemed upon closing of the acquisition. The notes will remain Ba2 on review for possible downgrade to be withdrawn upon their successful redemption. The transaction value of approximately $7.6 billion will largely be financed with debt. The revised capital structure is as follows: -- $2.43 billion term loan B (about 32% of the transaction value); -- $1.35 billion of senior unsecured notes (about 18%); -- $550 million of senior subordinated notes (about 7%); -- $302 million of borrowings under its new unrated $1 billion asset based revolver (about 4%); -- nearly $111 million of excess cash (about 1%); and -- approximately $2.775 billion in common equity contributed by KKR (about 37%). The B3 corporate family rating and stable outlook primarily reflects Dollar General's weak capital structure pro forma for the company's acquisition by KKR, the resulting weak credit metrics predominantly appropriate for the Caa rating level, and the company's need to address its recent weak operating margins. The rating category also reflects Moody's expectation that credit metrics will remain weak, split between the Caa and B rating levels, over the next eighteen months as a result of its weak capital structure and the time it will take for the company to address its operating margin performance. Given that free cash flow will be very limited, Moody's expects that it will likely take between 24 and 30 months before Debt/EBITDA falls comfortably below 7.0 times. The rating category considers the company's primary operating weakness; its current level of EBITA margin (5% after adjusting for the impact of the Project Alpha initiatives) which is well below its historical levels and its peer group average. It is Moody's opinion that Dollar General's historical margins were likely higher than they would have been had the company followed the industry norm of clearing its excess inventory. The company did not previously mark down to clear out its unsold inventory at the end of its season, but instead opted to pack it away for the next year. As a result of the build-up of aged inventory, the company began actively clearing its pack away inventory during fiscal 2007 and this process will continue into 2008. The company's shift to the industry norm of clearing its inventory through markdowns will likely constrain margins going forward. In the short term, the company intends to stabilize its margin level at nearly 5% by focusing on creating a more productive store and optimizing its real estate portfolio by accelerating its remodels and relocations while slowing down its new store growth. In order to improve its margins over the longer term to its historic levels, the company has implemented several long term initiatives to improve profitability. These initiatives include: -- instituting price optimization (market pricing versus national pricing); -- increasing the amount of directly sourced imports; and -- improving its merchandising assortment/mix. The weak capital structure, corresponding weak credit metrics, and the time needed to address the weak EBITA margins largely offset the strong qualitative business profile of this retailer, which include; its modest product volatility, its significant national coverage, and its strong competitive position in the convenience discount market. Dollar General Corporation, headquartered in Goodlettsville, Tennessee, operates 8,260 extreme value general merchandise stores in 35 states. Revenues for the fiscal year ended February 2, 2007 were nearly $9.2 billion. DOLLAR GENERAL: Leveraged Buyout Prompts S&P to Lower Rating to B ----------------------------------------------------------------- Standard & Poor's Rating Services lowered its ratings on Goodlettsville, Tennessee-based Dollar General Corp., including the corporate credit rating to 'B' from 'BB+'. The ratings were removed from CreditWatch. The outlook is negative. At the same time, Standard & Poor's assigned a 'B+' rating to the company's planned $2.43 billion term loan B due 2014. This rating and the '2' recovery rating indicate Standard & Poor's expectation for a substantial (70%-90%) recovery in the event of payment default. Standard & Poor's also assigned 'CCC+' ratings to the company's planned $1.35 billion senior unsecured notes due 2015 and its $550 million senior subordinated notes due 2017. "The large debt issuances and accompanying downgrade result from the leveraged buyout of Dollar General by private equity firm Kohlberg Kravis Roberts & Co.," said Standard & Poor's credit analyst John Thieroff. KKR is paying about $7.5 billion for Dollar General, including a modest amount of existing debt and transaction fees, or about 11.6x normalized 2006 EBITDA. The ratings on Dollar General reflect its very highly leveraged capital structure, recent execution difficulties that have resulted in falling operating margins, and the company's participation in the highly competitive discount retail environment. EMISPHERE TECH: Medical Research VP Ehud Arit to Leave Office ------------------------------------------------------------- Emisphere Technologies Inc and Ehud Arbit, Vice President of Medical Research, by mutual agreement on June 11, 2007 have determined that Mr. Arbit would separate from the Company effective June 22, 2007. Headquartered in Tarrytown, New York, Emisphere Technologies Inc. (NasdaqGM: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company charting new frontiers in drug delivery. The company develops oral forms of injectable drugs, either alone or with corporate partners, by applying its proprietary eligen(R) technology to these drugs. Going Concern Doubt As reported in the Troubled Company Reporter on March 19, 2007, PricewaterhouseCoopers LLP expressed substantial doubt about Emisphere Technologies Inc.'s ability to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006 and 2005. The auditing firm pointed to the company's operating losses, limited capital resources and significant future commitments. EXTENDICARE REIT: Inks Deal to Obtain 35% Stake in Canada Life -------------------------------------------------------------- Extendicare Real Estate Investment Trust has entered into an agreement with the Canada Life Assurance Company, pursuant to which it will receive for its approximate 35% equity interest in Crown Life Insurance Company aggregate consideration of approximately $85 million which will consist of approximately $66 million in cash and the balance in securities. The consideration will be received by Crown Life cash and asset dividend and a cash payment from Canada Life for the shares of Crown Life. The consideration is subject to a post closing adjustment to take into account the earnings of Crown Life from March 31, 2006, to the closing date, compared to the estimated earnings used for purposes of the closing and certain negotiated balance sheet amounts used for purposes of the closing, and the actual amounts to be determined within 75 days after closing including the differences in values of investments which are not allocated to policy liabilities, accrued interest on certain investments and certain insurance liabilities. Under the agreement, Extendicare is responsible for certain possible specified contingent claims against Crown Life of up to approximately $19.1 million and in support of such claims, will deliver letters of credit in such amount. Depending on the type of contingent liability, the letters of credit will have various terms from 5 to 15 years. Based upon the assessment of Crown Life senior management, Extendicare's senior management has concluded that Extendicare's aggregate liability for such claims will be in the range of $3.5 to $7 million. Subject to usual Canadian and U.S. regulatory approvals, the transaction is expected to close by mid July 2007. Extendicare has also entered into an agreement with HARO Financial Corporation pursuant to which it will sell to HARO its interests in certain securities it receives on the Crown Life dividend and will purchase from HARO its interests in certain securities that HARO receives on the Crown Life dividend. As a result of this purchase and sale of securities, Extendicare will receive net cash proceeds of approximately $15 million. About Extendicare REIT Extendicare REIT (TSX: EXE.UN) is the parent of an indirect wholly owned subsidiary, Extendicare Inc. The company is a provider of long-term care and related services in North America. Through its subsidiaries, Extendicare Inc. operates 234 nursing and assisted living facilities in North America, with capacity for almost 26,900 residents. As well, through its operations in the United States, Extendicare Inc. offers medical specialty services such as subacute care and rehabilitative therapy services, while home health care services are provided in Canada. Extendicare Inc. employs approximately 33,100 people in North America. * * * As reported in the Troubled Company Reporter on April 25, 2007, Moody's Investors Service has assigned a B1 Corporate Family Rating to Extendicare Real Estate Investment Trust. Extendicare is a healthcare REIT and operator that provides skilled nursing facility care and related services in Canada and the USA. FBR SECURITIZATION: S&P Cuts Rating on Class M-10 to BB from BBB- ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on class M- 10 from FBR Securitization Trust 2005-2. The rating remains on CreditWatch with negative implications, where it was placed on April 25, 2007. Concurrently, S&P placed its rating on class M-10 from FBR Securitization Trust 2005-3 on CreditWatch with negative implications. At the same time, S&P affirmed its ratings on the remaining classes from these transactions and three other FBR Securitization Trust series. The lowered ratings and CreditWatch placements reflect S&P's concerns over the high delinquencies for the collateral pools backing series 2005-2 and 2005-3. As of the May 2007 remittance period, overcollateralization for the pool backing series 2005-2 was on target at $11.40 million; however, the loans in foreclosure and REO amounted to $112.18 million. Cumulative realized losses have reached $13.74 million, or 0.60% of the original pool balance. Total delinquencies and severe delinquencies (90-plus-days,foreclosures, and REOs) constitute 17.60% and 9.97% of the current pool balance, respectively. The projected credit support is no longer sufficient to support the prior rating on class M-10. As of the May 2007 remittance period, O/C for the pool backing series 2005-3 was on target at $19.85 million; however, the loans in foreclosure and REO amounted to $84.91 million. Cumulative realized losses have reached $5.88 million, or 0.61% of the original pool balance. Total delinquencies and severe delinquencies constitute 26.00% and 16.07% of the current pool balance, respectively. Standard & Poor's will continue to closely monitor the performance of the classes with ratings on CreditWatch. If the delinquent loans cure to a point at which monthly excess interest begins to outpace monthly net losses, thereby allowing O/C to build and provide sufficient credit enhancement, S&P will affirm the ratings and remove them from CreditWatch. Conversely, if delinquencies cause substantial realized losses in the coming months and continue to erode credit enhancement, S&P will take further negative rating actions on these classes. The affirmations are based on credit support percentages that are sufficient to maintain the current ratings. Credit support for these transactions is derived from a combination of subordination, excess interest, and O/C. Series 2005-1 also benefits from note insurance issued by Financial Security Assurance Inc. ('AAA'). The collateral backing these transactions consists of pools of fixed- and adjustable-rate subprime mortgage loans secured by first and second liens on one- to four-family residential properties. Rating Lowered and Remaining on Creditwatch Negative FBR Securitization Trust 2005-2 Series Class To From ------ ----- -- ---- 2005-2 M-10 BB/Watch Neg BBB-/Watch Neg Rating Placed on Creditwatch Negative FBR Securitization Trust 2005-3 Series Class To From ------ ----- -- ---- 2005-3 M-10 BBB-/Watch Neg BBB- Ratings Affirmed FBR Securitization Trust Series Class Rating ------ ----- ------ 2005-1 A-1, A-2 AAA 2005-2 A-V1, AV2-1A, AV2-1B1, AV2-1B2 AAA 2005-2 AV2-2, AV2-3A, AV2-3B1, AV2-3B2 AAA 2005-2 M-1 AA+ 2005-2 M-2 AA 2005-2 M-3 AA- 2005-2 M-4 A+ 2005-2 M-5 A 2005-2 M-6 A- 2005-2 M-7 BBB+ 2005-2 M-8 BBB 2005-2 M-9 BBB- 2005-3 A-V1, AV2-1, AV2-2, AV2-3, AV2-4 AAA 2005-3 M-1 AA+ 2005-3 M-2 AA 2005-3 M-3 AA- 2005-3 M-4 A+ 2005-3 M-5 A 2005-3 M-6 A- 2005-3 M-7 BBB+ 2005-3 M-8 BBB 2005-3 M-9 BBB- 2005-4 A-V1, AV2-1, AV2-2, AV2-3, AV2-4 AAA 2005-4 M-1, M-2, M-3 AA+ 2005-4 M-4, M-5 AA 2005-4 M-6 AA- 2005-4 M-7, M-8 A+ 2005-4 M-9 A- 2005-4 M-10 BBB+ 2005-4 M-11 BBB 2005-4 M-12 BBB- 2005-5 A-V1, AV2-1, AV2-2, AV2-3, AV2-4 AAA 2005-5 M-1, M-2, M-3 AA+ 2005-5 M-4, M-5, M-6 AA 2005-5 M-7 A+ 2005-5 M-8 A 2005-5 M-9 A- 2005-5 M-10 BBB 2005-5 M-11, M-12 BBB- FIRST DATA: Completes Acquisition of FundsXpress ------------------------------------------------ First Data Corp. has completed its acquisition of FundsXpress. The complementary capabilities of First Data and FundsXpress will result in a broad and robust suite of products for secure electronic commerce and Internet banking transactions. Financial terms were not disclosed. About FundsXpress FundsXpress provides online banking and bill payment services for consumers and small businesses. About First Data First Data Corp. (NYSE: FDC) -- http://www.firstdata.com/-- provides electronic commerce and payment solutions for businesses worldwide. The company's portfolio of services and solutions includes merchant transaction processing services; credit, debit, private-label, gift, payroll and other prepaid card offerings; fraud protection and authentication solutions; electronic check acceptance services through TeleCheck; as well as Internet commerce and mobile payment solutions. The company's STAR Network offers PIN-secured debit acceptance at 2 million ATM and retail locations. * * * As reported in the Troubled Company Reporter on April 4, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on First Data Corp. to 'BB+' from 'A' and placed it on CreditWatch with negative implications. The rating action followed First Data's agreement to be acquired by Kohlberg Kravis Roberts & Co. in a transaction valued at about $29 billion. FIRST FRANKLIN: Moody's Rates Class B-4 Certificates at Ba1 ----------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by First Franklin Mortgage Loan Trust, Series 2007-FFC, and ratings ranging from Aa3 to Ba1 to the mezzanine and subordinate certificates in the deal. The securitization is backed by fixed-rate closed end second mortgage loans acquired by Merrill Lynch Mortgage Lending, Inc. and First Franklin Financial Corporation. The collateral was also originated by First Franklin. The ratings are based primarily on the credit quality of the loans, and on the protection offered by subordination, overcollateralization, excess spread, and a certificate guaranty insurance policy for the class A certificates only. Moody's expects collateral losses to range from 12.65% to 13.15%. National City Home Loan Services, Inc. will service the loans. Moody's has assigned National City Home Loan Services, Inc. its servicer quality rating of SQ2 as a primary servicer of second- lien subprime loans. The complete rating actions are: * First Franklin Mortgage Loan Trust, Series 2007-FFC * Mortgage Loan Asset-Backed Certificates, Series 2007-FFC Class A-1, Assigned Aaa Class A-2A, Assigned Aaa Class A-2B, Assigned Aaa Class M-1, Assigned Aa3 Class M-2, Assigned A1 Class M-3, Assigned A2 Class M-4, Assigned A3 Class B-1, Assigned Baa1 Class B-2, Assigned Baa2 Class B-3, Assigned Baa3 Class B-4, Assigned Ba1 FORD MOTOR: Inks MOU with Meridian for Sale of Sandusky Plant ------------------------------------------------------------- Ford Motor Company and Meridian Automotive Systems signed a memorandum of understanding, outlining a framework for the sale of Automotive Components Holdings' lighting business and its Sandusky, Ohio plant. With the MOU, ACH has sold one plant and signed MOUs related to eight additional plants during the past six months. The primary product produced at the ACH Sandusky Plant is automotive lighting, including front, rear and signal lights. These products are found on a number of Ford vehicles from the Focus to the Expedition, and about 60 percent of Ford's North American vehicle production. "This announcement represents more progress with our Way Forward plan," said Mark Fields, Ford's president of The Americas. "The successful approach Ford is taking with our component operations -- including selling or idling our ACH facilities -- will help us achieve our commitment to reduce overall operating costs by $5 billion by the end of 2008." Other ACH businesses in negotiations for final agreement and sale include glass, fascias and fuel tanks, climate control systems, propshafts, and power transfer units. The ACH fuel rail business and its El Jarudo subsidiary were sold at the end of the first quarter. "The response from the marketplace has been better than expected," said Al Ver, ACH CEO and COO and Ford Motor Company vice president. "We believe that is due, in large measure, to the significant improvement in the quality, on-time delivery and cost-effectiveness of our operations during the past year and a half." Automotive Components Holdings is a temporary company managed by Ford, which was established in October 2005 with former Visteon component operations. ACH's mission is to ensure the flow of quality components and systems while preparing the ACH automotive component operations for sale or idling. To date, the $4 billion company and its 12 plants are supported by about 12,000 full-time employees, mostly leased from Visteon or Ford. "Acquiring the Sandusky, Ohio facility is a logical extension of our engineering and manufacturing expertise in lighting," said Richard Newsted, Meridian's president and CEO. "We are excited about the opportunity to improve the long-term competitive position of this operation and expand our strengths and capabilities in lighting technology." The sale is contingent upon reaching a new and competitive agreement with the United Auto Workers. About Ford Motor Co. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The company provides financial services through Ford Motor Credit Company. The company has operations in Japan in the Asia Pacific region. In Europe, the company maintains a presence in Sweden, and the United Kingdom. The company also distributes its brands in various Latin- American regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter on Dec. 12, 2006, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4'. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's US$3-billion of senior convertible notes due 2036. GATOR COCHRAN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Gator Cochran Construction, Inc. 114 Oakhurst Drive N. Augusta, SC 29860 Bankruptcy Case No.: 07-11037 Type of Business: The Debtor is a commercial project contractor. Chapter 11 Petition Date: June 12, 2007 Court: Southern District of Georgia (Augusta) Judge: Susan D. Barrett Debtor's Counsel: James T. Wilson, Jr., Esq. James T. Wilson, Jr., P.C. 945 Broad Street, Suite 420 P.O. Box 2112 Augusta, GA 30903 Tel: (706) 722-4933 Fax: (706) 722-0472 Total Assets: $120,576 Total Debts: $1,777,532 The Debtor did not file a list of its 20 largest unsecured creditors. GLOBAL POWER: Wants Exclusive Plan-Filing Period Extended --------------------------------------------------------- Global Power Equipment Group Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware gave to extend until Oct. 1, 2007, their exclusive period to file a chapter 11 plan of reorganization, the Associated Press Reports. The Debtors also want their exclusive period to solicit acceptances of that plan to Nov. 30, 2007. The company's exclusive plan-filing period is set to expire on July 10, 2007. According to the report, the Debtors are still in talks with the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders. The Debtors contend, AP relates, the extension would allow them additional time to better formulate a consensual chapter 11 reorganization plan. Based in Tulsa, Oklahoma, Global Power Equipment Group Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides power generation equipment and maintenance services for its customers in the domestic and international energy, power and infrastructure and service industries. The company designs, engineers and manufactures a range of heat recovery and auxiliary equipment primarily used to enhance the efficiency and facilitate the operation of gas turbine power plants as well as for other industrial and power-related applications. The company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The company and 10 of its affiliates filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045). Attorneys at White & Case LLP and The Bayard Firm, P.A., represent the Debtors. Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP represents the Official Committee of Unsecured Creditors. As of Sept. 30, 2005, the Debtors reported total assets of $381,131,000 and total debts Of $123,221,000. GREEN EARTH: Moody's Rates $91 Mil. Sr. Sec. Facilities at (P)B3 ---------------------------------------------------------------- Moody's Investors Service assigned a (P)B3 rating to the $91 million in first lien senior secured credit facilities to be issued by Green Earth Fuels of Houston, LLC. The facilities will consist of a $20 million term loan, a $61 million synthetic letter of credit facility and a $10 million revolving credit facility. The rating outlook is stable. Proceeds from the transaction will be used together with a $25 million second lien term loan to complete the construction of a biodiesel production facility, repay a portion of the sponsors' cash equity investment, satisfy working capital needs and provide credit support to the project's feedstock suppliers and hedge counterparties. The rated facilities will be secured by a first priority lien on all Green Earth's assets, accounts, material agreements, and equity. The project will consist of two processing trains with a projected combined biodiesel production capacity of 86 million gallons per year (43 million gallons per train). The facility is located on the Kinder Morgan liquids terminal in Galena Park, Texas along the northern shore of the Houston Ship Channel. The project will convert vegetable oil feedstock into biodiesel using a relatively simple and well established chemical process. The output serves as a substitute for petroleum diesel motor fuel and/or home heating oil, but is expected to be used primarily in blends. The project's design provides it with the flexibility to utilize any vegetable oil, while its strategic location enables it to source its feedstock from various regions. The primary sources are expected to be domestically produced soybean oil and palm oil imported from Southeast Asia. Output and capacity are expected both to be sold to local diesel terminal operators and/or exported to Europe under contracts of varying terms and quantities. Initially, 91% of the production capacity will be hedged through the end of 2008 and 50% through 2009, along with a corresponding quantity of feedstock. Both of the production trains are currently under construction. The first train is expected to achieve commercial operation as early as July 2007, with the second train scheduled to begin operations in September and the hedges and contracts commencing in October. According to Moody's analyst Aaron Freedman, "both the project and the biodiesel industry as a whole are heavily dependent on a federal tax credit that is currently due to expire at the end of 2008 -- without the benefit of the tax credit, the project cannot cover its feedstock costs, let alone its fixed costs. However, the credit facilities are structured to substantially mitigate the risk that the legislature will fail to renew the tax credit." The term loan is scheduled to mature at the same time that the tax credit currently expires and until the tax credit is extended, the issuer will be prohibited from entering into contracts or hedges that extend beyond the end of 2008 and require it to post L/Cs, unless those contracts are cancelable without penalty. While the term loan is sized to be fully repaid from hedged cash flows, if receivables exceed just five to ten days sales, there could be an insufficiency of funds to fully repay the first lien term loan at its maturity (though full recovery would be expected shortly thereafter), even after taking into consideration the expected net availability under the debt service reserve fund. Furthermore, if the tax credit is extended, the revolver and the synthetic L/C facility (the terms of which extend well beyond the expiration of most of the current hedging arrangements), will face significant merchant exposure. Given the lack of correlation in the prices of the project's inputs and outputs, this exposure will leave lenders very vulnerable to small swings in highly volatile commodity prices. The company will covenant to maintain sufficient hedging to provide 1.5 times debt service coverage from hedged cash flows alone on both a four quarter look-forward and look-back basis, and to hedge at least 80% of its exposure to feedstock or biodiesel price volatility arising from any biodiesel sales or feedstock purchase agreement it enters into. In Moody's opinion, however, it is uncertain at this time whether the company will continue to be able to enter into such hedges on an economic basis. The rating considers these additional areas of credit concern as well: * Projected financial metrics appear to be quite robust, with a minimum consolidated debt service coverage of 3.7x and an average of 5.5x in the sponsor's base case. In fact, however, these metrics are based upon optimistic assumptions of $68 per barrel for crude oil and $0.315 per lb. for feedstock, which are above and below current market prices respectively. * Furthermore, the metrics are highly sensitive to relatively small variations in the cost of these highly volatile commodities. Moody's calculates that cash available for debt service turns negative if oil prices drop to $62 per barrel or feedstock prices rise just 10% to $0.35 per lb. * Potentially limited supply of feedstock given growing demand in the expanding biodiesel industry is expected to result in continued price pressures. * Greater competition expected in the biodiesel market, which could lead to significant overcapacity and downward pricing pressure if demand growth does not materialize as forecast. * Basis risk between Green Earth's heating oil hedge and the price of its biodiesel output. Though the price of the two commodities has historically been highly correlated, and the company's projected spread appears relatively conservative compared to recent averages, Moody's believes the pricing relationship between the two could change if biodiesel production capacity exceeds demand. Moreover, there is substantial volatility in day-to-day price movements that may limit the effectiveness of the hedge. * Marketing and distribution challenges due both to the need to segregate biodiesel from petroleum diesel in the distribution channel and to the vertically integrated nature of many distributors. These concerns are somewhat offset by these strengths and opportunities: * Right-way risk theoretically mitigates mark-to-market exposure to favorable price movements under offtake hedging agreements. However, this is offset by the potential that unfavorable movements in feedstock prices could outweigh the impact of the stronger biodiesel sales prices on the project's unhedged production capacity. * Substantial forecast growth in demand is projected by the market consultant to support stable pricing relative to petroleum diesel despite the increase in supply. * Green Earth will be one of the largest biodiesel producers in the country, providing it with economies of scale that enable it to provide essential quality controls. Additionally, the project's design incorporates redundancy that will result in greater production efficiency and flexibility than similar plants. * The project's strategic location provides some advantages over other projects of this nature, both for sourcing the raw materials and distributing the output, as well as meaningful capital cost savings. Its ability to use multiple types of feedstock provides a valuable source of operating flexibility given increasing competition for vegetable oils in biodiesel plants. * Limited construction risk given that all of the equipment has been purchased and the first train has almost reached substantial completion, although there are no price or time guarantees under the EPC contract. * Minimal process and operating risk. The basic biodiesel production process is well established and fairly straightforward. While the Green Earth project is of a considerably greater scale than previous domestic biodiesel production facilities, its design is generally conservative according to the Independent Engineer. * Experience of project owners. While this facility is Green Earth's first project, the members of the management team have prior experience in the biodiesel industry as well as the oil and gas and electric power industries. * Standard project finance lender protections, including (a) a cash flow waterfall; (b) a 100% cash sweep and (c) a debt service reserve. This provisional rating is based upon Moody's current understanding of the proposed terms and conditions of the transaction and is subject to our receipt and review of final documentation. Green Earth Fuels, LLC was formed in 2006 to develop, construct and operate biodiesel production facilities in the U.S. It is owned in part by the Carlyle/Riverstone Renewable Infrastructure Energy Fund, GS Power Holdings, the GEF management and other minority shareholders. HCA INC: Fitch Affirms B Issuer Default Rating with Stable Outlook ------------------------------------------------------------------ Fitch Ratings has affirmed HCA Inc.'s ratings as: -- Issuer Default Rating at 'B'; -- Asset based facility at 'BB/RR1'; -- Euro term loan at 'BB/RR1'; -- Secured bank facility at 'BB/RR1'; -- Second-lien notes at 'B/RR4'; -- Senior unsecured notes at 'CCC+/RR6'. Total rated debt at March 31, 2007, was approximately $27.9 billion. The Rating Outlook is Stable. HCA's ratings reflect HCA's significant leverage and challenging industry environment, partially offset by HCA's improving profitability. Although HCA continues to experience strong pricing and improving margins, its financial flexibility remains constrained by significant debt levels. In addition, HCA, along with the for-profit industry in general, is experiencing weak volumes and elevated levels of bad debt and uncompensated care. Fitch expects these factors to remain key credit concerns for the near future. HCA's leverage and debt levels increased substantially as a result of its 2006 leveraged buy-out. As a result of the transaction, total debt increased to more than $28.4 billion at the end of 2006 and has decreased slightly to $27.9 billion at the end of the first quarter of 2007. Leverage (total debt/EBITDA) increased from approximately 2.8 times prior to the transaction to approximately 6.25x for the latest twelve months ended March 31, 2007. Fitch expects cash generated from operations will permit only modest debt repayments in the near future. In addition, HCA has limited debt maturities until 2010, when approximately $1.5 billion in debt is due. Thus, Fitch expects leverage to remain high over the next few years barring any major event, notably significant asset divestitures, an initial public offering, or similar transaction. HCA, like many of its peers in the industry, continues to be challenged by elevated levels of bad debt and uncompensated care (including charity care and uninsured discounts). HCA's bad debt as a percentage of revenues increased to 10.4% during the first quarter versus 9.3% during the prior year. Total uncompensated care (bad debt plus charity care and uninsured discounts) increased to 18.6% of revenues (plus charity care and discounts) for the 1Q-07 from 16.3% in the 1Q-06. However, both bad debt and uncompensated care decreased on a sequential basis from the 4Q-06. Fitch believes that the acceleration of bad debt expense will moderate in 2007 compared to 2006. However, Fitch believes meaningful reduction in uncompensated care throughout the industry is dependent on legislative reform at the national level or in key states (e.g., Texas and Florida). Fitch notes that the topic of universal reform has become more prevalent and will closely watch any developments. In addition to uncompensated care, the industry is experiencing weak volumes. In general, Fitch believes the for-profit hospital industry is challenged by increasing competition from specialty hospitals, entrepreneurial physicians, and the overall trend of moving treatments out of the inpatient setting. HCA's recent volume performance is consistent with this general trend. During the 1Q-07, HCA's same store adjusted admissions declined 1.3% while they were flat during the 4Q-06. Excluding the Las Vegas market, which was negatively impacted by the termination of a managed care contract with Sierra Health Services, Inc., same store adjusted admissions declined 0.9%. Fitch expects HCA to experience low to no growth in volumes in 2007. Despite weak volumes, HCA continues to experience revenue growth in the mid-single digits as a result of favorable pricing. Same store net revenue per adjusted admission increased 7.5% and 8% for the 4Q-06 and 1Q-07, respectively. This was driven in part by increased acuity, the case mix increased 0.8% in the first quarter versus the prior year, and strong managed care rate increases. Fitch expects the company to obtain mid-to-high single digit price increases from commercial payers over the next few years. Medicare and Medicaid pricing has also been favorable, with same store net revenue per adjusted admission increases of 4.6% for traditional Medicare and 12.2% for Medicaid in the 1Q-07. Fitch notes that government pricing was aided by approximately $58 million in revenues from Upper Payment Limit funding in Texas which may not be sustainable in the long term. Also, Medicare pricing may experience pressures in 2008 if the proposed Inpatient Prospective Payment System for 2008 is implemented as planned (the final rule will be released later in the summer). However, in general, Fitch expects pricing across all payers to continue to be favorable over the next few years, with revenue per adjusted admission growth above historic levels. Since completing its LBO, HCA has significantly improved its profitability. EBITDA margins as a percentage of sales increased from 14.6% during the 3Q-06 (pre-LBO) to 18.9% during the fourth quarter and 19.2% during the 1Q-07. This improvement is the result of several factors. First, travel and entertainment and marketing expenses have declined; in the 1Q-07, HCA estimates it reduced marketing and advertising expenses by approximately $21 million and travel expenditures by $8 million on a same facility basis. Second, both supply and labor costs have declined since the LBO. Fitch believes supply costs benefited from decreased pharmacy expense and an industry-wide observed moderation in medical device price inflation driven in large part by decreased use of drug-eluting stents. Labor expense benefited from increased productivity (e.g., man-hours per adjusted admission declined approximately 1% versus prior year in the first quarter) and reduced overhead. Finally, HCA experienced decreases in insurance expense of $19 million and $29 million during 4Q-06 and 1Q-07, respectively. This reduction is related to the company's general improvements in settled claims rates over the past several years. Although profitability has improved markedly over the past few quarters, Fitch believes EBITDA margins will decline from current levels in 2007 and 2008. Increasing focus on on-call pay as well as a growing labor shortage may pressure labor costs in the near- term. In addition, Fitch believes some of the improvement in medical device savings (notably reduced DES use) will moderate over time. Finally, bad debt will likely continue to pressure margins and profitability. Liquidity at March 31, 2007, was provided by HCA's asset based revolver ($549 million available), secured revolver ($1.859 billion available), and cash on hand (approximately $409 million). As a result of the debt reduction as well as EBITDA expansion during the quarter, leverage (total debt/EBITDA) improved to 6.25x for the LTM to March 31, 2007, from 6.59x for the LTM to Dec. 31, 2006. In addition to leverage reductions, HCA improved its pricing during the quarter by refinancing the rates on the term loans A and B and the Euro term loan to LIBOR plus 225 basis points (bp), a 25bp reduction on the term loan A and Euro term loan, and a 50bp reduction on the term loan B. Headquartered in Nashville, Tennessee, HCA (Hospital Corporation of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/-- is a healthcare services provider, composed of locally managed facilities that include approximately 182 hospitals and 94 outpatient surgery centers in 22 states, England and Switzerland. At its founding in 1968, HCA was one of the nation's first hospital companies. INDYMAC HOME: Fitch Puts Low B Ratings on $32.5 Million Loan ------------------------------------------------------------ Fitch rates IndyMac Home Equity Mortgage Loan Asset-Backed Trust, series INABS 2007-B: -- $739,999,000 classes 1A-1, 1A-2 and 2A-1 through 2A-4, 'AAA'; -- $55,500,000 class M-1 'AA+'; -- $52,000,000 class M-2 'AA'; -- $14,000,000 class M-3 'AA-'; -- $17,500,000 class M-4 'A+'; -- $16,500,000 class M-5 'A'; -- $8,500,000 class M-6 'A-'; -- $13,500,000 class M-7 'BBB+'; -- $11,000,000 class M-8 'BBB'; -- $14,500,000 class M-9 'BBB-'; -- $16,500,000 class M-10 'BB+'; -- $16,000,000 non-offered class M-11 'BB'. The 'AAA' rating on the senior certificates reflects the 26% total credit enhancement provided by the 5.55% class M-1, 5.20% class M- 2, 1.40% class M-3, 1.75% class M-4, 1.65% class M-5, 0.85% class M-6, 1.35% class M-7, 1.10% class M-8, 1.45% class M-9, 1.65% class M-10, 1.60% non-offered class M-11, and 2.45% initial overcollateralization. All certificates have the benefit of monthly excess cash flow to absorb losses. In addition, the ratings reflect the integrity of the transaction's legal structure as well as the capabilities of IndyMac Bank, F.S.B. (rated 'RPS2+' by Fitch) as a servicer and Deutsche Bank National Trust Company (rated 'AA-/F1+' by Fitch) as a trustee. The certificates are supported by two groups of mortgage loans. The aggregate mortgage pool consists of first and second lien fixed- and adjustable-rate mortgage loans with a closing date pool balance of approximately $900 million. On the closing date, the depositor will deposit approximately $100 million into a pre- funding account. The amount in this account will be used to purchase subsequent mortgage loans after the closing date and on or prior to June 29, 2007. IndyMac MBS, Inc., the depositor, purchased the mortgage loans from IndyMac Bank, F.S.B., the mortgage loan seller, and caused the mortgage loans to be assigned to the trustee for the benefit of holders of the certificates. For federal income tax purposes, an election will be made to treat the trust fund as multiple real estate mortgage investment conduits. INVERNESS MEDICAL: Holders Give Consents for Indenture Amendments ----------------------------------------------------------------- Inverness Medical Innovations Inc. has been advised by the depository for the tender offer and consent solicitation that, as of 5:00 p.m., New York City time, on June 11, 2007, holders of 100% of the outstanding Notes had validly tendered and not withdrawn their Notes and had provided their consents to effect the proposed amendments to the indenture under which the Notes were issued, in connection with its tender offer to purchase all of the outstanding $150 million in aggregate principal amount of its 8.75% Senior Subordinated Notes due 2012, well as the related consent solicitations to amend the indenture governing the Notes. As a result of receiving the requisite consents, Inverness will promptly execute and deliver a supplemental indenture in order to effect the proposed amendments to the indenture governing the Notes. The supplemental indenture and the proposed amendments contained therein, will not, however, become operative unless and until Inverness accepts the Notes for purchase pursuant to the tender offer. Inverness also disclosed the total consideration for the Notes validly tendered in the tender offer. The total consideration will be $1,061.95 for each $1,000.00 principal amount of Notes purchased pursuant to the tender offer, plus accrued and unpaid interest up to, but not including June 26, 2007, the assumed payment date for the Notes. The total consideration includes a consent payment of $20 per $1,000 principal amount of Notes. Holders of the Notes who had validly tendered and not withdrawn their Notes pursuant to the tender offer at or prior to 5:00 p.m., New York City time, on June 11, 2007, will receive the consent payment if and when the Notes are accepted for payment by Inverness. Holders who tender their notes after 5:00 p.m., New York City time on June 11, 2007, the consent expiration time, but prior to midnight, New York City time on June 25, 2007, the tender offer expiration time, will only be eligible to receive the tender offer consideration of $1,041.95. The total consideration and tender offer consideration were determined, based upon an expected payment date of June 26, 2007, by reference to a fixed spread of 50 basis points over the bid- side yield of the 3% U.S. Treasury Note due Feb. 15, 2008, which was 5.038%. The tender offer and consent solicitation were undertaken in order to facilitate Inverness's acquisition of Biosite Incorporated and related transactions. The tender offer remains conditioned upon, among other things, Inverness receiving new financing in an amount of at least $1.3 billion and Inverness's purchase of shares of common stock of Biosite Incorporated pursuant to the tender offer for such shares made on May 29, 2007. Inverness has retained UBS Investment Bank to act as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free), or to The Altman Group, Inc., the Information Agent for the tender offer and consent solicitation, at (800) 398-2142 (toll free). A more comprehensive description of the tender offer and consent solicitation can be found in the Offer to Purchase and Consent Solicitation and the related Letter of Transmittal and Consent dated May 29, 2007. Copies of these documents and other related documents can be obtained from the Information Agent. The tender offer is made only by the Offer to Purchase and Consent Solicitation dated May 29, 2007. About Inverness Medical Based in Waltham, Massachusetts, Inverness Medical Innovations, Inc. (AMEX:IMA) -- http://www.invernessmedical.com/-- develops, manufactures and markets in vitro diagnostic products for the over-the-counter pregnancy and fertility/ovulation test market and the professional rapid diagnostic test markets. * * * As reported in the Troubled Company Reporter on April 30, 2007, Moody's Investors Service placed the ratings of Inverness Medical Innovations, Inc. on review for possible downgrade following the announcement that Inverness has entered into a merger agreement with Biosite Incorporated for $90 a share for the remaining 95.3% of Biosite it does not currently own. These ratings were placed on review for possible downgrade: B2 Corporate Family rating; B2 Probability of Default rating; and Caa1 rating on $150 million senior subordinated notes due 2012 (LGD5/82%). JED OIL: Closes Acquisition of Caribou's $26.7 Million Debt ----------------------------------------------------------- JED Oil Inc. has completed the first step in its offer to Caribou Resources Corp. to acquire all of its shares and settle with its creditors. JED Oil closed the acquisition of the debt and security position held by Caribou's major secured creditor for approximately $26.7 million. JED and Caribou have also been negotiating the final details of the formal agreements. It is the goal of the company and Caribou that formal documents for both the arrangements with Caribou's other creditors and Caribou's shareholders and stock option holders will be finalized in time to be presented at the next scheduled hearing in the Court of Queen's Bench of Alberta in Calgary, today, June 14, 2007. Caribou had filed for protection under the Canadian Companies' Creditors Arrangement Act, which is similar to "Chapter 11" protection in the U.S. JED Oil's offer consists of payment in full in cash to the major secured creditor of approximately $26.7 million, which was completed June 8, 20007, plus payment in cash to any creditors with security in priority to the major secured creditor; payment in cash of approximately $345,500 plus the issuance of 5 million JED common shares to the unsecured creditors totaling approximately $17.7 million, and the issuance of up to 4 million JED common shares for the acquisition of all of the 39 to 40 million shares of Caribou on the basis of one common share of JED for every 10 shares of Caribou held. JED Oil has delivered approximately $185,000 as a deposit with its offer. Under the CCAA procedure, the Caribou offer must be selected as the best offer for the creditors by the Court of Queen's Bench, which will be addressed on the new hearing date of June 14, 2007. The offer must then also be approved by Caribou's creditors and Caribou's shareholders. The issuance by JED of up to 9 million common shares is also subject to the approval of JED's common shareholders under the rules of the AMEX. The settlement with Caribou's creditors will be effected under a Plan of Arrangement under the CCAA, and the acquisition of the shares of Caribou will be effected under a Plan of Arrangement under the Business Corporations Act (Alberta), which would also be an element of the Plan of Arrangement under the CCAA. Following completion of the transactions, Caribou would either become a wholly-owned subsidiary of JED, or would amalgamate with or be acquired by a wholly-owned subsidiary or affiliate of JED. JED also announced that on June 8, 2007, it closed the previously announced sale of its North Ferrier assets for approximately $33.9 million. A majority of the proceeds were utilized in the acquisition of debt from Caribou's major secured creditor. About Caribou Resources Based in Calgary, Canada, Caribou Resources Corp. (TSX VENTURE:CBU) -- http://www.cariboures.com/-- is a full cycle exploration and development company primarily focused on exploring for natural gas in Northern Alberta, and oil and natural gas in Central Alberta. With a mix of oil and gas prospects, the company is committed to creating shareholder value by conducting exploration and development activities in a highly focused area. In January 2007, Caribou filed for protection under the Canadian Companies' Creditors Arrangement Act. About JED Oil Based in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an oil and natural gas company that commenced operations in the second quarter of 2004 and has begun to develop and operate oil and natural gas properties principally in western Canada and the United States. The company had $36,015,655 in total assets, $78,266,519 in total liabilities, and a stockholders' deficit of $42,250,864 at Dec. 31, 2006. JOAN FABRICS: Greystone Offers $13.5 Million for Assets ------------------------------------------------------- Joan Fabrics Corp. received a $13.5 million offer from Greystone Private Equity LLC for the purchase of its fabric-manufacturing assets, Bill Rochelle of Bloomberg News reports. The assets, which have been approved for sale on May 21, 2007, will be auctioned on June 26, the source says. If outbid, Greystone is entitled to a 2.5% breakup fee. The Court is set to consider approval of the results of the sale on June 28, 2007. Bloomberg relates that the Debtor proposes to use portion of the net proceeds from the sale to pay bonuses to its key employees. Based in Tyngsboro, Massachusetts, Joan Fabrics Corporation manufactures automotive and furniture upholstery fabrics. The company has a manufacturing facility in North Carolina and an affiliate entity in Mexico. The Debtor and its affiliate, Madison Avenue Designs LLC, filed for Chapter 11 protection on April 10, 2007 (Bankr. D. Del. Case Nos. 07-10479 and 07-10480). When the Debtors filed for protection from their creditors, they listed estimated assets and debts of $1 million to $100 million. The Debtors' exclusive period to file a chapter 11 plan expires on Aug. 8, 2007. LE-NATURE'S INC: Judge McCullough Mulls Dismissal of Ch. 11 Cases ----------------------------------------------------------------- The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the Western District of Pennsylvania may dismiss the chapter 11 cases of Le-Nature's Inc. and its debtor-affiliates, Richard Gazarik of the Pittsburgh Tribune-Review reports. The Tribune-Review relates that according to Judge McCullough, the planned sale of the Debtors' assets would only benefit secured creditors. Judge McCullough further said that the the Debtors' bankruptcy proceeding has also become a "turf war" between Wachovia Bank and other secured creditors. David K. Rudov, Esq., at Rudov & Stein, counsel for the Official Committee of Unsecured Creditors discloses that they will show the Court that unsecured creditors will have a better recovery under a consensual reorganization plan, the Tribune-Review further reports. R. Todd Nielson, the Chapter 11 Trustee appointed in the Debtors' cases says that he doesn't support the dismissal of the case and is still waiting for potential buyers of the Debtors' estates. The Trustee however would not say if an offer has already been made, the Tribune-Review discloses. About Le-Nature's Inc. Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. -- http://www.le-natures.com/-- makes bottled waters, teas, juices and nutritional drinks. Its brands include Kettle Brewed Ice Teas, Dazzler fruit juice drinks and lemonade, and AquaAde vitamin-enriched water. Four unsecured creditors of Le-Nature's filed an involuntary chapter 7 petition against the company on Nov. 1, 2006 (Bankr. W.D. Pa. Case No. 06-25454). On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's Holdings Inc., and Tea Systems International Inc., filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Judge McCullough converted Le Nature's Inc.'s case to a chapter 11 proceeding. The Debtors' cases are jointly administered. The Debtors' schedules filed with the Court showed $40 million in total assets and $450 million in total liabilities. Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents the Debtors in their restructuring efforts. The Court appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl, Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq., and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the Official Committee of Unsecured Creditors. Edward S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion McDonough & Lucas represent the Ad Hoc Committee of Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated Noteholders. LEINER HEALTH: Consolidates Operations to Meet Revenue Target ------------------------------------------------------------- Leiner Health Products Inc. reported that it plans to consolidate its manufacturing and packaging operations. The consolidation plan is designed to align the company's operating expenses with management's revenue expectation for fiscal 2008 and 2009, which has been revised following the recent events affecting its over-the-counter business. The company reaffirms its commitment to ensuring alignment with the FDA as it moves to resume OTC production and distribution. The plan calls for the consolidation of the company's Fort Mill, South Carolina manufacturing and packaging operation by the end of September 2007 into other company facilities. Although the Fort Mill facility will continue to distribute products to customers, Fort Mill's manufacturing assignments will be transitioned to the Company's Wilson, North Carolina and Garden Grove, California facilities, and its packaging operations will be transitioned to the Company's Carson, California facility. The company will continue to manufacture OTC products in its Wilson, North Carolina facility. Robert Kaminski, Chief Executive Officer, commented, "The company has challenged itself to react to the recent events affecting our OTC business in a way that enables us to emerge as a top quality, highly competitive OTC supplier. The company will incur more than $40 million in costs related to quality upgrades, remediation of plants, inventory re-proofs and reserves, all in an effort to meet our future quality initiatives. The company has created a plan to reduce costs by more than $50 million per year in the future, including a $30 million cost reduction through the consolidation of our Fort Mill manufacturing and packaging operations into other facilities. We will use tireless efforts to outplace the more than 500 men and women of Fort Mill. This is a new beginning as we strive to emerge as this nation's 'best-in-class' OTC store brand supplier." About Leiner Health Founded in 1973, Leiner Health Products, headquartered in Carson, Calif., is America's leading manufacturer of store brand vitamins, minerals, and nutritional supplements and its second largest supplier of over-the-counter pharmaceuticals in the food, drug, mass merchant and warehouse club (FDMC) retail market, as measured by retail sales. Leiner provides nearly 50 FDMC retailers with over 3,000 products to help its customers create and market high quality store brands at low prices. It also is the largest supplier of vitamins, minerals and nutritional supplements to the US military. Leiner markets its own brand of vitamins under YourLifer. In 2006, Leiner distributed more than 31 billion doses that help offer consumers high quality, affordable choices to improve their health and wellness. * * * As reported in the Troubled Company reporter on May 8, 2007, Standard & Poor's Ratings Services' ratings on Leiner Health Products Inc., including the 'B-' corporate credit rating, remain on CreditWatch with negative implications. LINCOLN HOLDINGS: High Leverage Cues S&P's B+ Corp. Credit Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to St. Louis, Missouri-based Lincoln Holdings Enterprises Inc. At the same time, Standard & Poor's assigned its 'BB-' bank loan rating and '2' recovery rating to subsidiaries LN Acquisition Corp.'s and Lincoln GmbH's proposed $325 million first-lien facilities, representing a substantial recovery given a default scenario. In addition, Standard & Poor's assigned its 'B' bank loan rating and '5' recovery rating to the proposed $140 million second-lien term loan, representing negligible recovery given a default scenario. The proceeds will be used to refinance existing debt, to fund a $150 million dividend to existing shareholders and to finance future acquisitions. The outlook is stable. "The ratings on Lincoln reflect the company's highly leveraged financial risk profile, marked by high debt balances and aggressive financial policy, which more than offset its leading market positions in lubrication equipment and its good end-market and geographic diversity," said Standard & Poor's credit analyst James Siahaan. LN ACQUISITION: Moody's Junks Rating on Second Lien Term Loan ------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating with a stable outlook to LN Acquisition Corp, a wholly-owned subsidiary of Lincoln Holdings Enterprises Inc. Additionally, Moody's assigned B1 to the company's proposed $300 million 7-year first lien term loan B and $25 million 6-year senior secured revolving credit facility, as well as Caa1 to the proposed $140 million 7.5-year second lien term loan. The ratings are subject to review of the final financing documentation. The B2 corporate family rating reflects the company's expected high leverage -- an estimated 5.9 times pro forma Moody's adjusted debt/EBITDA as of June 30, 2007 - and modest cash flow to debt metrics following its recapitalization. The rating also considers Lincoln's leading position in the niche lubrication equipment market, its product breadth, as well as the large diversity of revenues by end-markets, customers and geographies, which partly offset the cyclicality of Lincoln's manufacturing operations. Additionally, Moody's expects the company to preserve its high margins and to generate positive free cash flow going forward. The rating outlook is stable reflecting the expectation of a moderate reduction of adjusted leverage to a level close to 5 times in the intermediate term and consistently positive free cash flow. The ratings for the first lien and second lien facilities reflect the overall probability of default of the company, to which Moody's has assigned a PDR of B2, and a loss given default of LGD3 for the first lien term loan B and secured revolver, as well as LGD5 for the second lien term loan. The B1 ratings of the first lien term loan B and revolving credit facility reflect their senior position in the capital structure, full guarantees from existing and future domestic subsidiaries, a pledge on all tangible and intangible assets of domestic subsidiaries as well as the loss absorption by more junior debt. Moody's also notes that the first lien term loan B includes an amount of $50 million ("the German tranche") available to Lincoln GmbH, a German subsidiary of LN Acquisition Corp. Although this tranche theoretically benefits from a slightly better security package due to the inclusion of a first lien pledge on all assets of the foreign subsidiaries, while the debt under LN Acquisition Corp ("the U.S. tranche") is only granted a 65% pledge on the capital stock of foreign subsidiaries, the lenders of both tranches would ultimately rank pari-passu in a situation of default according to a collateral allocation mechanism. The Caa1 rating of the second lien term loan reflects its effective subordination to all first lien creditors. Ratings assigned: -- B2 Corporate Family Rating; -- B2 Probability of Default Rating; -- B1 First Lien Term Loan B (LGD 3/34%); -- B1 Senior Secured Revolver (LGD 3/34%); -- Caa1 Second Lien Term Loan (LGD 5/85%). LN Acquisition Corp. is raising $465 million through the above- mentioned senior secured credit facilities in order to refinance existing Lincoln's debt, fund a $150 million dividend to its equity sponsor, The Harbour Group, and realize two small acquisitions for approximately $78 million in aggregate. LN Acquisition Corp is a wholly owned subsidiary of Lincoln, a leading manufacturer of automatic lubrication systems and manual lubrication equipment. In 2006, Lincoln recorded net sales of $285 million. LOGAN CDO: Moody's Rates $15 Million Class E Notes at (P)Ba1 ------------------------------------------------------------ Moody's Investors Service assigned provisional ratings to the following Notes to be issued by Logan CDO III Limited, a special purpose vehicle incorporated in the Cayman Islands: -- (P)Aaa to the $158,500,000 Class A Floating Rate Credit Linked Secured Notes due 2057; -- (P)Aa1 to the $19,250,000 Class B Floating Rate Credit Linked Secured Notes due 2057; -- (P)Aa3 to the $14,500,000 Class C Floating Rate Credit Linked Secured Notes due 2057; -- (P)A3 to the $13,700,000 Class D Floating Rate Credit Linked Secured Notes due 2057; -- (P)Ba1 to the $15,000,000 Class E Floating Rate Credit Linked Secured Notes due 2057. Moody's Investors Service also assigned a (P)Aaa rating to the related $1,275,000,000 Super Senior Swap in which Royal Bank of Canada buys credit protection on the same underlying reference portfolio. Moody's provisional ratings address the expected loss posed to investors by the legal final maturity in Sept 2058. The provisional ratings assigned above are based on the structure and characteristics of the proposed transaction based on the information provided to Moody's as of 7 June 2007. Investors should be aware that certain issues concerning this transaction have yet to be finalized. Upon conclusive review of all documents and legal information as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings to this transaction. The definitive ratings may differ from the provisional ratings set forth in this report. Moody's will disseminate the assignment of definitive ratings through its Client Service Desk. In this transaction, investors are exposed to the credit risk of a US 1.5 billion portfolio of ABS reference obligations, mostly composed of high grade CDO and RMBS. The proceeds of issuance of the Notes will be invested into Aaa-rated collateral. As protection buyer, Royal Bank of Canada may replenish the portfolio following amortizations or repayments until July 2012. All the changes will be subject to certain investment guidelines and to the satisfaction of a Moody's CDOROM model test. It should be noted that, after July 2010, there is an optional call date at the discretion of Royal Bank of Canada, in their capacity as swap counterparty, hence there is a possibility that the transaction will terminate prior to its expected maturity. MAIDENFORM BRANDS: S&P Upgrades Credit Rating to BB- from B+ ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Bayonne, New Jersey-based intimate apparel designer and marketer Maidenform Brands Inc. to 'BB-' from 'B+'. At the same time, Standard & Poor's raised its rating on Maidenform's secured bank loan to 'BB+' from 'BB', and affirmed the '1' recovery rating, indicating expectations of very high (90%-100%) recovery in the event of a payment default. Total debt outstanding at March 31, 2007, was $110 million. The outlook is stable. "The upgrade reflects Maidenform's improving trend in revenues, margins, and credit protection measures," said Standard & Poor's credit analyst Susan Ding. "In particular, debt leverage, which improved to 2.2x at March 31, 2007, from a high of 3.4x at fiscal year-end December 2004." In recent periods, Maidenform has successfully revitalized its well-recognized brands, expanded its distribution channel into the mass market, and improved operating efficiencies. It has also been successful at diversifying its reach into the mass channel by introducing new product lines geared specifically for this channel. Maidenform's operating margins have stayed in the 15% area in recent years, and asset utilization has improved. "We expect the company to maintain its growth momentum with new-product introductions and product extensions," said Ms. Ding, "by expanding internationally and continuing to increase its presence in the mass channel." MANITOWOC CO: Moody's Lifts Rating to Ba2 on Strong Performance --------------------------------------------------------------- Moody's Investors Service upgraded The Manitowoc Company's corporate family rating to Ba2 from Ba3 and its probability of default to Ba2 from Ba3 reflecting the company's continued strong operating performance and its recent announcement that it will redeem all of its senior subordinate notes. The rating of Manitowoc's senior unsecured notes remain at Ba3, but its loss given default assessment is changed to LGD4 (66%) from LGD3 (49%). The rating outlook is stable. The ratings upgrade reflects Manitowoc's continued strong operating performance resulting from the robust construction end markets, the main driver for Manitowoc's crane business. Through LTM March 2007, Manitowoc's key credit metrics (as adjusted per Moody's FM Methodology) were: EBITA margin -- 11.5%; EBIT/interest -- 6.5x; debt/EBITDA -- 1.6x; and, free cash flow/debt -- 22.5%. Additionally, the ratings upgrade reflects Manitowoc's recent announcement that Manitowoc will redeem its 10.5% senior subordinate notes due 2012 effective Aug. 1, 2007. The company will redeem all of these notes for approximately $129 million, including interest payments and related cost. Moody's expectation is that Manitowoc's improving operating efficiencies and the prudent financial policies should enable the company to maintain a solid Ba2 credit profile under the key rating factors in Moody's Heavy Manufacturing Rating Methodology despite the ongoing cyclicality of the construction market. Peter Doyle, Moody's analyst, said, "Manitowoc's improving operating efficiencies and strong construction end markets have resulted in strong free cash flow. These factors have enabled Manitowoc to reduce its outstanding debt." The stable outlook reflects Moody's expectation that Manitowoc's debt protection measures will continue to improve as a result of the robust demand in the construction end markets, and the prudent financial policies embraced by management. The key risks that Manitowoc will continue to face are the cyclicality and the severity of any downturn in the construction end markets. Nevertheless, Manitowoc should be able to weather future cyclical downturns much better than in the past due to its diversification into other business segments, expanding product offerings, an improving balance sheet, and a commitment to maintain ample liquidity. These ratings/assessments were affected by this action: -- Corporate Family Rating upgraded to Ba2 from Ba3; -- Probability-of-default rating upgraded to Ba2 from Ba3; -- $150 million senior unsecured notes due 2013 remain at Ba3, but its loss given default assessment is changed to LGD4 (66%) from LGD3 (49%). -- $114 million senior subordinate notes due 2012 upgraded to B1 (LGD6, 97%) from B2 (LGD5, 87%). The ratings on the senior subordinate notes will be withdrawn when redeemed. The Manitowoc Company, Inc., based in Manitowoc, Wisconsin, is a diversified industrial manufacturer and provider of support services in three principal business segments - Cranes and Related Products, Food service Equipment, and Marine Operations. MARQUEE HOLDINGS: Receives Consents from Majority of NoteHolders ---------------------------------------------------------------- Marquee Holdings Inc., the parent of AMC Entertainment Inc., disclosed the results of its solicitation of consents from holders of its 12% Senior Discount Notes due 2014. As of 5:00 p.m., New York City time, on June 12, 2007, which was the deadline for holders who desired to receive the consent fee to deliver their consents, Marquee had received consents for $301,925,000 in aggregate principal amount at maturity of the Notes, representing 99.32% of the outstanding Notes. Accordingly, the requisite consents to adopt the proposed amendment to the indenture pursuant to which the Notes were issued have been received, and a supplemental indenture to effect the Amendment has been executed by Marquee and the trustee under the Indenture. The Amendment permits Marquee to make restricted payments in an aggregate amount of $275.0 million prior to making an election to pay cash interest on the Notes, and contains a covenant requiring Marquee to make an election on Aug. 15, 2007, the next semi-annual accretion date under the Indenture, to pay cash interest on the Notes. The Amendment will become operative when Marquee causes the consent fee to be paid in respect of the consents delivered to and accepted by Marquee. Revocation rights with respect to delivered consents expired as of the moment Marquee and the Trustee executed the supplemental indenture. Accordingly, holders may no longer revoke any delivered consents. About AMC Entertainment Based in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a worldwide leader in the theatrical exhibition industry. The company serves more than 250 million guests annually through interests in 415 theatres and 5,672 screens in 12 countries including the United States. About Marquee Holdings Based in Kansas City, Mo., Marquee Holdings Inc. is organized as an intermediate holding company with no operations of its own. The Company's principal directly owned subsidiaries are American Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC Entertainment International, Inc. * * * As reported in the Troubled Company Reporter on June 12, 2007, Fitch has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and its principal operating subsidiary AMC Entertainment, Inc., at 'B' following the company's recent announcement. Fitch expects to rate the new $400 million senior unsecured term facility 'CCC/RR6' and would also expect to rate the potential $275 million senior unsecured term loan facility 'CCC/RR6' based on their deep structural subordination in the capital structure. The Rating Outlook is Stable. MEDQUEST INC: Moody's May Cut Ratings After Review -------------------------------------------------- Moody's Investors Service placed the long-term debt ratings of MedQuest, Inc. and that of its parent, MQ Associates, Inc., on review for possible downgrade. The review follows weak operating results for the quarter ended March 31, 2007, the recent loss of the services of MedQuest's exclusive radiology provider in the company's Phoenix market and the uncertainty concerning the company's liquidity position given that the company's revolver expires in August 2007 and has yet to be renewed. These ratings are placed under review for possible downgrade: * MQ Associates (parent): -- $136 million (current accretion to $115.5 million as of March 31, 2007) senior discount notes due 2012, rated Caa3 (LGD6, 90%) -- Corporate Family Rating, rated Caa1 -- Probability of Default Rating, rated Caa1 * MedQuest: -- $80 million senior secured revolving credit facility due 2007, rated B1 (LGD2, 11%) -- $60 million senior secured term loan due 2009, rated B1 (LGD2, 11%) -- $180 million senior subordinated notes due 2012, rated Caa1 (LGD4, 56%) The review for possible downgrade follows the company's filing of its 10-Q for the quarter ended March 31, 2007 that reflects declining top-line revenue growth and resulting margin and cash flow compression. This deterioration largely reflects the combined impact of lower scan volumes and Medicare reimbursement cuts that took effect on Jan. 1, 2007. Moody's is concerned that the reduction in revenues and cash flow will continue to strain the company's ability to reduce its debt and repay interest. Moody's is also concerned about the company's ability to successfully refinance its senior secured debt, including an $80 million senior secured revolver that matures in August 2007. It is our understanding that the company is currently in discussions with its lenders regarding the extension of the revolver beyond its current maturity date, modification of its term loan B repayment schedule, as well as the amendment of certain financial covenants with the process to be finalized on or near month-end. Moody's notes, too, that AMI, the company's exclusive radiology provider in its Phoenix market recently terminated its exclusive 30-year radiology services agreement. Staffing of the company's eleven centers in the Phoenix area is temporarily being provided through a combination of locum tenens (temporary physicians) and teleradiology support while the company is in the process of implementing a permanent staffing solution for the centers. It is Moody's belief that the departure of AMI could unfavorably impact the level of physician referrals into the centers, as well as increase the company's operating costs. MedQuest is a leading operator of independent, fixed-site, outpatient diagnostic imaging centers in the United States. These centers provide high quality diagnostic imaging services using a variety of technologies, including magnetic resonance imaging, computed tomography, nuclear medicine, general radiology, ultrasound and mammography. As of March 31, 2007, MedQuest operated a network of eighty-nine centers in thirteen states located primarily throughout the southeastern and southwestern United States. For the 12 months ended March 31, 2007 the company reported revenues of approximately $265 million. MORGAN STANLEY: Moody's May Cut Low-B Ratings After Review ---------------------------------------------------------- Moody's Investors Service reviewed for possible downgrade two tranches from one deal issued by Morgan Stanley ABS Capital Inc. in 2002. The transaction is backed by first-lien, fixed and adjustable- rate, subprime mortgage loans that were originated by Accredited Home Lenders, Inc. and Decision One Mortgage Company, LLC. The loans are serviced by Provident Bank. The certificates have been placed on review for possible downgrade based upon recent and expected pool losses and the resulting erosion of credit support. Overcollateralization is currently below its floor and pipeline losses are likely to cause further erosion of the overcollateralization, which could put pressure on the subordinate tranches. Furthermore, existing credit enhancement levels may be low given the current projected losses on the underlying pools. Although the deal's losses are performing within the area of original expectations, most of the current credit support deterioration can be attributed to the deal passing performance triggers and therefore releasing a large amount of overcollateralization. Complete rating actions are: Review for Downgrade * Issuer: Morgan Stanley ABS Capital I Inc., Series 2002-HE3 -- Class B-1, current rating B1, under review for possible downgrade; -- Class B-2, current rating B3, under review for possible downgrade. MQ ASSOCIATES: Moody's Reviews Ratings and May Downgrade -------------------------------------------------------- Moody's Investors Service placed the long-term debt ratings of MedQuest, Inc. and that of its parent, MQ Associates, Inc., on review for possible downgrade. The review follows weak operating results for the quarter ended March 31, 2007, the recent loss of the services of MedQuest's exclusive radiology provider in the company's Phoenix market and the uncertainty concerning the company's liquidity position given that the company's revolver expires in August 2007 and has yet to be renewed. These ratings are placed under review for possible downgrade: * MQ Associates (parent): -- $136 million (current accretion to $115.5 million as of March 31, 2007) senior discount notes due 2012, rated Caa3 (LGD6, 90%) -- Corporate Family Rating, rated Caa1 -- Probability of Default Rating, rated Caa1 * MedQuest: -- $80 million senior secured revolving credit facility due 2007, rated B1 (LGD2, 11%) -- $60 million senior secured term loan due 2009, rated B1 (LGD2, 11%) -- $180 million senior subordinated notes due 2012, rated Caa1 (LGD4, 56%) The review for possible downgrade follows the company's filing of its 10-Q for the quarter ended March 31, 2007 that reflects declining top-line revenue growth and resulting margin and cash flow compression. This deterioration largely reflects the combined impact of lower scan volumes and Medicare reimbursement cuts that took effect on Jan. 1, 2007. Moody's is concerned that the reduction in revenues and cash flow will continue to strain the company's ability to reduce its debt and repay interest. Moody's is also concerned about the company's ability to successfully refinance its senior secured debt, including an $80 million senior secured revolver that matures in August 2007. It is our understanding that the company is currently in discussions with its lenders regarding the extension of the revolver beyond its current maturity date, modification of its term loan B repayment schedule, as well as the amendment of certain financial covenants with the process to be finalized on or near month-end. Moody's notes, too, that AMI, the company's exclusive radiology provider in its Phoenix market recently terminated its exclusive 30-year radiology services agreement. Staffing of the company's eleven centers in the Phoenix area is temporarily being provided through a combination of locum tenens (temporary physicians) and teleradiology support while the company is in the process of implementing a permanent staffing solution for the centers. It is Moody's belief that the departure of AMI could unfavorably impact the level of physician referrals into the centers, as well as increase the company's operating costs. MedQuest is a leading operator of independent, fixed-site, outpatient diagnostic imaging centers in the United States. These centers provide high quality diagnostic imaging services using a variety of technologies, including magnetic resonance imaging, computed tomography, nuclear medicine, general radiology, ultrasound and mammography. As of March 31, 2007, MedQuest operated a network of eighty-nine centers in thirteen states located primarily throughout the southeastern and southwestern United States. For the 12 months ended March 31, 2007 the company reported revenues of approximately $265 million. NEW CENTURY: Wants Aug. 31 Fixed as General Claims Bar Date ----------------------------------------------------------- New Century Financial Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to establish a bar date by which all entities and governmental units must file proofs of claim. The Debtors also ask the Court to fix a date by which all entities must file proofs of claim (i) relating to the Debtors' rejection of executory contracts or unexpired leases and (ii) arising out of the Debtors' amendment of their schedules of assets and liabilities. Specifically, the Debtors propose that the Court should fix August 31, 2007, as the General Bar Date, which would apply to all entities holding prepetition claims against the Debtors, whether secured, unsecured, priority or unsecured non-priority. The entities required to file claims on or before the General Bar Date are: (a) any entity whose prepetition claim against a Debtor is not listed in the applicable Debtor's Schedules, or is listed as disputed, contingent or unliquidated, and the entity desires to participate or share in any distribution in the Debtors; cases; and (b) any entity that believes that its prepetition claim is improperly classified or listed in an incorrect amount in the Schedules, and that wants to have its claim allowed in a classification or amount other than identified in the Schedules. The entities that are not required to file their claims by the General Bar Date are: (i) any entity that already has properly filed a proof of claim against one or more of the Debtors in accordance with the procedures; (ii) any entity whose claim against the Debtors is not listed as disputed, contingent or unliquidated in the Schedules but agrees with the nature, classification and amount of the claim; (iii) any entity whose claim against the Debtors previously has been allowed by, or paid pursuant to, a Court order; (iv) any interest holder whose claim is based exclusively upon the ownership of an interest; and (v) any of the Debtors that hold claims against one or more of the Debtors. Moreover, Section 502(b)(9) of the Bankruptcy Code provides that governmental units will have at least 180 days from the Petition Date in which to file a claim. Thus, the Debtors ask the Court to fix October 2, 2007, at 5:00 p.m., as the Governmental Bar Date. The Debtors anticipate that certain entities may assert claims relating to the Debtors' rejection of executory contracts and unexpired leases pursuant to Section 365. The Debtors propose that for any claim related to the rejection, the Rejection Bar Date will be the later of the General Bar Date and 30 days after the rejection's effective date. Furthermore, the Debtors want the Schedules Bar Date fixed at (i) the later of the General Bar Date and (ii) 30 days after the date that notice of the applicable amendment to Schedules is served on the claimant. The Debtors also propose that any entity holding an interest in any of the Debtors need not file a proof of interest on or before the General Bar Date if the interest is based exclusively on the ownership of common or preferred stock in a corporation, a membership interest in a limited liability partnership, or warrants or rights to purchase, sell, or subscribe to the security or interest. The Debtors want to retain their right to: -- dispute, or assert offsets or defenses against, any field claim or any claim listed or reflected in their Schedules as to nature, amount, liability, classification or otherwise; -- subsequently designate any claim as disputed, contingent or unliquidated; and -- otherwise amend their Schedules, provided that if one of the Debtors amends the Schedules to reduce the undisputed, non-contingent and liquidated amount or to change the nature or classification of the claim, the affected claimant will have until the Schedules Bar Date to file a proof of claim or to amend any previously filed claim. Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, states that any entity required to file a proof of claim, but fails to do so by the applicable Bar Dates, should be forever barred, estopped, and enjoined from: (a) asserting any claim against the Debtors that the entity has (x) in an amount exceeding that which is identified in the schedules on its behalf as undisputed, non-contingent and liquidated, or (y) that is of a different nature or classification than identified in the Schedules; or (b) voting upon or receiving distributions under any plan of reorganization or liquidation in respect of an unscheduled claim. The Debtors propose to serve a notice of the Bar Dates and a proof of claim form on all known entities holding potential prepetition and postpetition claims. The Bar Dates Notice Package will be served within 3 business days after entry of the Court order. Proofs of claim must be filed with the Debtors' Court-approved claims agent, XRoads Management Services, LLC, on or before the Applicable Bar Date. The Debtors seek that all entities asserting claims against more than one Debtor will be required to file a separate proof of claim per Debtor. Individuals and entities should be required to identify on each proof of claim the particular Debtor against which their claim is asserted, thus, expediting the Debtors' review of the claims. The Court will convene a hearing on June 27, 2007, at 10:00 a.m, to consider the Debtors' request. If no objections to the Motion are filed, the Court may grant the Motion without further notice or hearing. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a chapter 11 plan expires on July 31, 2007. (New Century Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). The Debtors' exclusive period to file a plan expires on July 31, 2007. NEW CENTURY: Seeks Court Okay to Sell Technology Assets ------------------------------------------------------- New Century Financial Corp., New Century TRS Holdings Inc., and their direct and indirect subsidiaries, internally developed a technology that was utilized in wholesale loan origination platform and in supporting architecture to operate their loan origination business. However, given that they no longer conduct their loan business, the Debtors seek to auction and sell certain technology-related assets to a party offering the highest and best bid. Accordingly, the Debtors ask the U.S. Bankruptcy Court for the District of Delaware to (i) approve the sale of the Technology Assets used by them in their loan origination businesses, and (ii) establish procedures related to the proposed Sale and assumption and assignment of executory contracts and unexpired leases. Marcos A. Ramos, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that the Technology Assets include custom proprietary software applications, databases containing historical broker performance and quality data, fully operational primary and recovery data centers, and an application support organization. The custom proprietary applications include: -- an online broker portal providing loan submission, pre- approval, pricing and tracking functionality; -- an intranet portal and repository for sales; -- loan origination system; -- an automated underwriting and pricing system; -- customer relationship management tools; and -- a data warehouse acting as central repository of data for all business units and a source of information for operational and analytical reporting. The Technology Assets also include the network hardware for the data center, hardware used in the operation of the data center, and office furniture located at the data centers in California and Illinois. In addition, because certain of the technology operates in connection with software licensed to the Debtors by third parties, the Debtors may seek to assume and assign those licenses to the buyer as part of the Technology Assets. The Technology Assets may also include trademarks and internet domain names related to the technology and a non-residential real property lease for the premises that houses the databases and supporting hardware in Irvine, California. The Debtors believe that a prospective buyer may find those assets a valuable component of the Technology Assets. The Debtors further believe that an auction will result in the highest and best offer for the Technology Assets, and that any delay in pursuing the proposed Auction and Sale could potentially diminish their value. Mr. Ramos says the Debtors currently obtain little value from simply holding the Technology Assets. He notes that there is a risk that the asset value may decrease with time and that critical employees having knowledge to support and operate the technology will leave their employment with the Debtors. Moreover, the Technology Assets were previously marketed as part of the loan origination platform that the Debtors previously sought to sell. As a result, the Debtors want the Sale approved without the need for pre-approved bidding procedures or a stalking horse bidder. The Debtors believe that holding an auction for the Technology Assets followed by a Sale hearing represents the best option for promptly and efficiently obtaining maximum value for the estates. Auction and Sale Procedures The Debtors and Lazard Freres & Co. LLC have developed a list of contact parties, have been actively marketing the Technology Assets, and have prepared related presentation materials to solicit interest in and offers for the Technology Assets. As of June 1, 2007, about 25 different parties have been contacted regarding the Technology Assets, including mortgage finance companies, technology vendors, and logical financial buyers. Five parties also commenced active on-site diligence. Other parties are reviewing the presentation and data room materials. The Debtors will provide each prospective buyer with a form of an asset purchase agreement for the Technology Assets. The initial bid deadline was 12:00 p.m. on June 13, 2007. The bids must constitute a binding written offer to purchase some or all of the Technology Assets. Each initial bid must be accompanied by a cash deposit equal to 10% of the bid amount. The Debtors will return the deposits in the event the Auction does not proceed or the bidders providing the deposits do not submit the highest and best offer at the Auction. The Auction would take place starting June 18 at the offices of O'Melveny & Myers LLP, in Los Angeles, California, or other place as designated by the Debtors. The Debtors and Lazard, in consultation with the Committee, will develop additional rules governing the conduct of the Auction at the time of the Auction, including the amount at which the bidding will commence, incremental amounts of successive overbids and the method by which each round of bidding will be conducted. The Auction will continue until there is only one offer or combination of offers that the Debtors determine is the highest and best offer for the Technology Assets. The Debtors will have the discretion to weigh multiple considerations, including the amount of the purchase price; the form of the consideration being offered; the likelihood of the bidder's ability to close a transaction; and the net benefit to the Debtors' estates. A Sale hearing will be held on June 21 at 2:00 p.m. in the event the Debtors determine to proceed with the Sale of all or part of the Technology Assets. Assumption & Assignment of Contracts & Leases The Debtors separately notified the Court of their intent to assume and assign contemplated executory contracts and leases in connection with the Sale, including proposed cure amounts. A full-text copy of the Debtors' Notice and their accompanying Schedule of Contracts and Leases is available for free at: http://researcharchives.com/t/s?20df Objections are due tomorrow, June 15. The Debtors propose that, if any party has timely objected to the sufficiency of assurance of future performance by the proposed assignee, which objection has not been withdrawn or resolved by the Sale Hearing, the Court will conduct a further hearing on any adequate assurance objections on June 27. The Debtors, in consultation with the Creditors Committee, reserve the right not to proceed with or at the Auction, or to declare a successful bidder or seek to approve the Sale, if they determine, in their sole discretion, that no adequate bids or offers have been made for all or part of the Technology Assets. The Debtors also reserve the right to modify and amend any procedures or rules related to the conduct of the Auction. Asset Sale Free & Clear of Liens Mr. Ramos asserts that it is appropriate to sell the Technology Assets free and clear of claims, interests, liens and encumbrances pursuant to Section 363(f), with any of those attaching to the net sale proceeds of the Technology Assets to the extent applicable. Moreover, the Debtors intend to present evidence to show that the successful bidder will be entitled to the same finding under Section 363(m). About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The company offers a broad range of mortgage products designed to meet the needs of all borrowers. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they listed total assets of $36,276,815 and total debts of $102,503,950. The Debtors' exclusive period to file a chapter 11 plan expires on July 31, 2007. (New Century Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). The Debtors' exclusive period to file a plan expires on July 31, 2007. NRG ENERGY: Completes $4.4 Billion Senior Facility Refinancing -------------------------------------------------------------- NRG Energy Inc. has completed the $4.4 billion refinancing of its senior credit facility. The transaction resulted in a 25 basis points reduction in the first lien pricing grid, a $200 million reduction in the synthetic letter of credit facility to $1.3 billion, and various amendments to provide improved flexibility and efficiency for returning capital to shareholders and asset repowering and investment opportunities. The pricing of the Term B and LC facilities is now LIBOR + 175 basis points with further reductions available upon the achievement of certain financial ratios. On May 2, 2007, the company had previously disclosed its intent to form a holding company later in 2007. Under the refinanced credit facility, the company, at its option, can move $1 billion of the Term B debt to a new senior credit facility at holding company, which was entered into June 8 as part of the refinancing transaction. Use of the net proceeds from the holding company facility to pay down the NRG Term B debt will expand the company's restricted payments capacity under its senior unsecured notes by the same amount. When funded, the holding company facility will price 75 basis points wider than the existing senior secured facility. Other amendments to NRG's existing senior credit facilities include amendments that: -- permit the formation of the holding company; -- permit the payment of up to $150 million in common share dividends; -- exclude principal and interest payments made on the holding Company's senior credit facility, once funded, from being considered restricted payments under the senior credit facilities; -- modify the existing excess cash flow prepayment mechanism so that the prepayments are offered to both NRG and holding company on a pro rata basis; and -- provide additional flexibility to NRG with respect to certain covenants governing or restricting the use of excess cash flow, new investments, new indebtedness and permitted liens. "The planned implementation of a new Holding Company structure took a significant step forward with the closing of the Holdco credit facility," Robert Flexon, NRG Energy's executive vice president and chief financial officer, commented. "Once the Holdco regulatory approvals are received the Holdco will be put in place and funded, providing the company with significantly improved capital allocation flexibility for investment and returning capital to shareholders." About NRG Energy Inc. A Fortune 500 company, NRG Energy, Inc. (NYSE: NRG) -- http://www.nrgenergy.com/-- owns and operates a diverse portfolio of power-generating facilities, primarily in Texas and the Northeast, South Central and West regions of the U.S. Its operations include baseload, intermediate, peaking, and cogeneration and thermal energy production facilities. NRG also has ownership interests in generating facilities in Australia, Germany and Brazil. * * * As reported in the Troubled Company Reporter on May 7, 2007, Standard & Poor's Ratings Services raised its rating on NRG Energy Inc.'s $4.7 billion unsecured bonds to 'B' from 'B-' and assigned its 'B-' rating to the proposed $1 billion delayed-draw term loan B at NRG Holdings Inc., a newly created holding company that would own 100% of NRG's equity. In addition, Standard & Poor's affirmed the 'B+' corporate credit rating on NRG and affirmed the 'BB-' rating on NRG's $3.148 billion term loan B; the 'CCC+' rating on the company's preferred stock, and the 'B-2' short-term rating. The outlook on all ratings is stable. OSG INC: Grants Restricted Stock Units to Non-Employee Directors ---------------------------------------------------------------- Overseas Shipholding Group, Inc. awarded restricted stock units to its non-employee directors on June 5, 2007. The restricted stock units were granted pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan and each recipient of such units becomes vested in the units awarded upon the earliest of: * the first anniversary of the date of grant, * the next annual meeting of OSG's stockholders, or * the recipient's death or Termination of Directorship as a result of a Disability (as such capitalized terms are defined in the 2004 Plan), provided the recipient is a director of OSG at such time. One share of common stock of OSG will be distributed with respect to each vested restricted stock unit as soon as practicable following the date the recipient ceases to be a member of OSG's Board of Directors. Any restricted stock unit not vested as of such date is forfeited. The restricted stock units have no voting rights, may not be transferred or otherwise disposed while the recipient is a director of OSG and pay dividends in the form of additional restricted stock units at the same time dividends are paid on the common stock of OSG in an amount equal to the result obtained by dividing (i) the product of (x) the amount of units owned by the recipient on the record date for the dividend on the common stock of OSG times (y) the dividend per share on the common stock of OSG by (ii) the closing price of a share of common stock of OSG on the payment date for the dividend on the common stock, which restricted stock units vest immediately upon payment. About Overseas Shipholding Headquartered in New York, Overseas Shipholding Group, Inc. (NYSE:OSG) -- http://www.osg.com/-- is one of the largest publicly traded tanker companies in the world with an owned, operated and newbuild fleet of 117 vessels, aggregating 13.0 million dwt and 865,000 cbm, as of June 30, 2006. As a market leader in global energy transportation services for crude oil and petroleum products in the U.S. and International Flag markets, the company is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world's most customer-focused marine transportation companies, with offices in New York, Athens, London, Newcastle and Singapore. * * * In August 2006, Moody's Investors Service affirmed the debt ratings of the company's Senior Unsecured at Ba1 with a stable outlook. OWENS-ILLINOIS: Unit's Sale Cues Fitch to Lift IDR to B ------------------------------------------------------- Fitch Ratings has upgraded Owens-Illinois' (NYSE: OI) IDR to 'B' following the company's announced sale of its plastics business to Rexam, Plc. for $1.825 billion. All other ratings have been upgraded as: Owens-Illinois, Inc.: -- Issuer Default Rating to 'B' from 'B-'; -- Sr. unsecured notes to 'B-/RR5' from 'CCC+/RR5'; -- Preferred stock to 'CCC+/RR6' from 'CCC'/'RR6'. Owens Brockway Glass Container Inc. -- Issuer Default Rating to 'B' from 'B-'; -- Sr. secured credit facilities to 'BB/RR1' from 'BB-/RR1'; -- Sr. secured notes to 'BB/RR1' from 'BB-/RR1'; -- Sr. unsecured notes to 'BB-/RR2' from 'B/RR3'; OI European Group, B.V. -- Sr. unsecured notes to 'BB-/RR2' from 'B/RR3'. The Rating Outlook is Positive. Approximately $5.4 billion of debt is affected by the ratings action. The upgrade of the IDR is based on the lower debt projected to be outstanding after the plastics divestiture, improved financial flexibility, OI's focus on core operations improvement, and extended debt maturity schedule. The Positive Outlook reflects Fitch's expectations for continued improvement in operating performance and credit metrics over the intermediate term as a result of OI's focus on its core glass operations and on improving its credit profile. Given the lower debt levels projected after the plastics divestiture, improved free cash flow generation could lead to a review of the ratings for a possible upgrade. OI recently announced it has entered into a definitive agreement with Rexam, Plc. to sell its remaining plastics business for $1.825 billion in cash (gross of fees and taxes). The sale is subject to customary regulatory and other conditions, but has been approved by the boards of directors at both companies. The transaction is expected to close early in the third quarter of 2007. Fitch anticipates the transaction will receive regulatory approval. The company has stated its intention to use net proceeds to pay down senior secured debt maturing in 2009, 2011, and 2012. This includes debt held in the U.S. at the Owens-Brockway Glass Container subsidiary which totals $1.925 billion in three tranches ($850 million 8.875% notes due 2009; $450 million 7.75% notes due 2011; and $625 million 8.75% notes due 2012). Fitch anticipates that a majority, if not all, of this debt class will be paid off by the end of the year using proceeds from the sale and available liquidity. Fitch projects meaningful improvement in the company's key credit metrics as a result of the reduction in debt and changes in capital structure. Total funded debt is projected to decline to around $3.7 billion by fiscal-year end 2007 from $5.45 billion at FYE 2006. In addition, Fitch expects leverage metrics to improve materially by the end of the year. Although the company will lose cash generating assets, Fitch estimates the cash flow loss will be largely offset by interest savings on the retired debt. Fitch's recovery ratings analysis for OI has been updated to account for the substantial debt reduction which will take place assuming the transaction closes as scheduled. The elimination of a large portion of the senior secured bond tranches as well as notching relative to the higher IDR drives the upgrades for each class within the debt structure. The senior secured credit facility and the senior secured notes at OB share equal priority and were upgraded one notch to 'BB/RR1'. The unsecured notes at OB were upgraded two notches to 'BB-/RR2' based on improved estimated recovery prospects and the elimination of secured debt with higher priority. The unsecured notes at OI and the convertible preferred securities were upgraded one notch to 'B-/RR5' and 'CCC+/RR6' respectively. The ratings for these classes continue to be constrained by their subordination and low estimated recovery in a distressed scenario. Asbestos liabilities of $850 million continue to be factored into the recovery analysis OI's ratings continue to be supported by the company's leading market positions, global footprint, technology leadership, and long-term customer relationships with large, stable customers. Ratings concerns remain focused on higher energy costs and other cost inflation and to a lesser extent asbestos liabilities. Concerns about the strength of OI's cash flow remain a primary ratings factor. If OI is able to show stabilized operating margins and sustained improvement in cash flows over the intermediate term, the current ratings could be reviewed for a possible further upgrade. OWNIT MORTGAGE: U.S. Trustee & Panel OK Exclusivity Extension ------------------------------------------------------------- Ownit Mortgage Solutions Inc. obtained consent from the Official Committee of Unsecured Creditors and the U.S. Trustee to extend the company's exclusive period to file a chapter 11 plan until June 27, 2007, Bill Rochelle of Bloomberg News reports. Separately, Bloomberg reported early this month that the Committee opposed the $300,000 salary for Ownit's chief executive officer, William Dallas, arguing that Mr. Dallas is not required to work full time for Ownit. According to that report, Ownit contended that Mr. Dallas' base salary is only $150,000, leaving another $150,000 as a performance bonus, compared to a pre-bankruptcy base salary of $500,000 with a $750,000 bonus. No Court decision on the matter is available to date, Bloomberg says. Headquartered in Agoura Hills, California, Ownit Mortgage Solutions Inc. is a subprime mortgage lender, which specializes in making loans to borrowers with poor credit or limited incomes. The Debtor filed for chapter 11 protection on Dec. 28, 2006 (Bankr. C.D. Calif. Case No. 06-12579). Ira D. Kharasch, Esq., Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, represent the Debtor. Stutman, Treister & Glatt represents the Official Committee of Unsecured Creditors. The Debtor's schedules show total assets of $697,550,849 and total liabilities of $819,131,179. PAC-WEST TELECOMM: Committee Taps Womble Carlyle as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in the chapter 11 cases of Pac-West Telecomm, Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for the District of Delaware for authority to employ Womble Carlyle Sandridge & Rice, PLLC as its co-counsel, effective as of May 9,2007. Womble Carlyle will: a. assist and advise the Creditors' Committee in its discussions with the Debtors and other parties in interest regarding the overall administration of these cases; b. represent the Committee at hearings to be held before the Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of the Court; c. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; d. review and analyze pleadings, orders, schedules, and other documents filed and to be filed with the Court by interested parties in these cases; advise the Committee as to the necessity, propriety, and impact of the foregoing upon these cases; and consent or object to pleadings or orders on behalf of the Committee, as appropriate; e. assist the Committee in preparing those applications, motions, memoranda, proposed orders, and other pleadings required in support of positions taken by the Committee, including all trial preparation necessary; f. confer with the professionals retained by the Debtors and other parties in interest, as well as with other professionals employed by the Committee; g. coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as information received from professionals engaged by the Committee or other parties in interest in these cases; h. participate in the examinations of the Debtors and other witnesses necessary to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; i. negotiate and formulate a plan of reorganization for the Debtors; and j. assist the Committee generally in performing other services as may be desirable or required for the discharge of the Committee's duties pursuant to Section 1103 of the Bankruptcy Code. Womble Carlyle will be paid based on these rates: Professional Hourly Rate ------------ ----------- Steven K. Kortanek, Esq., lead attorney $425 Todd D. Ross, Esq., associate $250 Other attorneys $120 to $750 Paraprofessionals $30 to $175 Womble Carlyle will be co-counsel for Brown Rudnick Berlack Israels LLP in connection with the Debtors' chapter 11 cases. The Committee will file a separate application to retain Brown Rudnick. The Committee tells the Court that Womble Carlyle and Brown Rudnick have discussed their respective responsibilities in representing the Committee to avoid any duplication of efforts. The Committee added that should conflicts arise that impair Brown Rudnick's ability to act as counsel to the Committee, the Committee intends for Womble Carlyle to act as their special conflicts counsel. The Committee believes that Womble Carlyle is a disinterested person, and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached at: Steven K. Kortanek, Esq. Lead Attorney Womble Carlyle Sandridge & Rice, PLLC 222 Delaware Avenue, Suite 1501, Wilmington, Delaware 19801 http://www.wcsr.com/ Based in Stockton, California, Pac-West Telecomm Inc. (OTC: PACW.PK) -- http://www.pacwest.com/-- is a local exchange carrier. Pac-West's network averages over 120 million minutes of voice and data traffic per day, and carries an estimated 20% of the dial-up Internet traffic in California. In addition to California, Pac- West has operations in Nevada, Washington, Arizona, and Oregon. The company and its affiliates filed for Chapter 11 protection On April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through 07-10567). Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed total assets of $53,883,888 and total debts of $66,358,711. PAC-WEST TELECOMM: Wants to Employ Saul Ewing as Co-Counsel ----------------------------------------------------------- Pac-West Telecomm Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Saul, Ewing LLP as their co-counsel effective as of the bankruptcy filing. Saul Ewing will: a. advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession; b. advise the Debtors concerning, and assist in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements, and related transactions; c. review the nature and validity of liens asserted against the property of the Debtors and advise the Debtors concerning the enforceability of those liens; d. prepare on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in their chapter 11 cases; e. advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in their chapter 11 cases; f. counsel the Debtors in connection with the consummation of any plan and related documents; and g. perform all other legal services for and on behalf of the Debtors that may be necessary or appropriate in the administration of their chapter 11 cases. The Debtors will pay Saul Ewing according to these hourly rates: Professional Hourly Rate ------------ ----------- Norman L. Pernick, partner $575 Jeremy W. Ryan, partner $330 Patrick J. Reilley, associate $260 Monica A. Molitor, paralegal $165 Pauline Z. Ratkowiak, paralegal $165 Veronica Parker, clerk $95 In April 2007, the Debtors paid Saul Ewing a retainer of $150,000 for the planning, preparation of documents and its proposed post- petition representation of the Debtors. Of this amount, $22,313 was applied to outstanding pre-petition balances and $6,234 for the filing of the cases. The remaining $121,453 constitutes an advance security retainer to be applied against Saul Ewing's allowed fees and expenses, as permitted by the Court. Per the terms of Saul Ewing's engagement, the post-petition retainer will be treated as an evergreen retainer. The Debtors tell the court that it is essential to employ Saul Ewing, along with Jenner & Block LLP, as their bankruptcy counsel. The Debtors add that neither Saul Ewing, nor any of its professionals represents any interest adverse to the Debtors or their estates. The firm can be reached at: Jeremy W. Ryan, Esq. Saul Ewing LLP 222 Delaware Avenue Suite 1200, PO Box 1266 Wimington, Delaware 19899 http://www.saul.com/ Based in Stockton, California, Pac-West Telecomm Inc. (OTC: PACW.PK) -- http://www.pacwest.com/-- is a local exchange carrier. Pac-West's network averages over 120 million minutes of voice and data traffic per day, and carries an estimated 20% of the dial-up Internet traffic in California. In addition to California, Pac- West has operations in Nevada, Washington, Arizona, and Oregon. The company and its affiliates filed for Chapter 11 protection on April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through 07-10567). When the Debtors filed for protection from their creditors, they listed total assets of $53,883,888 and total debts of $66,358,711. PARMALAT SPA: Milan Judge Orders Four Banks to Stand Trial ---------------------------------------------------------- Judge Cesare Tacconi in Milan has ordered four banks to stand trial for their alleged role in the collapse of Parmalat S.p.A., various reports say. 13 individuals were also ordered to face trial on the same charges. The four banks are Citigroup, UBS AG, Morgan Stanley and Deutsche Bank AG. The names of the individuals however were not disclosed. The trial is scheduled on Jan 22, 2008. Bloomberg reports that according to Milan magistrates, the banks failed to disclose the terms of bond sale as well as other financing. Bloomberg adds that market manipulation carries a term of up to five years while the banks could be fined EUR1 million per count. The banks have denied the allegations. About Parmalat Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for chapter 11 protection on Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed or bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on Dec. 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presides over the Parmalat Debtors' U.S. cases. PETROLEUM GEO: $800MM Debt Refinancing Cues S&P to Affirm Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on geophysical company Petroleum Geo-Services ASA. The affirmation follows PGS' announcement that it will seek to refinance existing senior secured debt with $800 million in new senior secured credit facilities (consisting of a $500 million term loan B and $300 million revolving credit facility) as well as fund a one-time special dividend of $300 million. Despite the leveraging aspects of this transaction, S&P expect credit measures to remain at acceptable levels for the current ratings over the near to intermediate term. The outlook is stable. S&P will not rate the new senior secured credit facilities, and will withdraw its 'BB-' senior secured rating on PGS' current bank facilities ($850 million term loan B and $150 million revolving credit facility) upon close of the new facilities. Pro forma the refinancing, Lysaker, Norway-based PGS will have $587 million in long-term debt (including $75.7 million in amortizing secured debt at wholly owned subsidiary Oslo Seismic and capital leases of about $12.2 million). "The ratings on PGS reflect the company's participation in the very competitive and highly cyclical seismic subsector of the oilfield services industry," said Standard & Poor's credit analyst Jeffrey Morrison. "Ratings also incorporate management's increasing focus on rewarding shareholders in the current industry upcycle as well as an aggressive financial risk profile. Concerns are partially offset by PGS' strong market position in marine and onshore seismic operations, a sizable and technically sophisticated fleet of 3D marine seismic acquisition vessels, and expectations that currently favorable industry conditions will support near-term cash flow and credit measures." The stable outlook incorporates S&P's expectations that currently favorable industry conditions, manageable debt levels, and improved cash flow generation will support ratings in the near to intermediate term. Given the leveraging effects of recent transactions, positive rating actions are likely limited in the near term. In the longer term, further rating improvement, while possible, will depend on S&P's assessment of the company's business risk profile (given participation and in a challenging and historically volatile industry) and management's adherence to prudent financial policy. Conversely, if management pursues growth initiatives and/or additional rewards to its shareholders in a more leveraging manner (i.e., causing adjusted debt to EBITDA to materially exceed 2x-2.5x in an upcycle environment), or if operational performance deviates materially from S&P's expectations, negative rating actions could result. PLAINS EXPLORATION: Moody's Cuts Corporate Family Rating to Ba3 --------------------------------------------------------------- Moody's Investors Service downgraded Plains Exploration & Production's Corporate Family Rating to Ba3 from Ba2, concluding a review for downgrade. Under Moody's Loss Given Default Methodology, Moody's also assigned a B1 (LGD5; 73%) rating to PXP's $600 million offering of 8-year and 12-year senior unsecured notes and reduced the existing senior unsecured note rating from Ba3 (LGD5; 79%) to B1 (LGD5; 73%). The rating outlook is stable. "The downgrades reflect the jump in leverage, continuing high leverage due to expected substantially negative 2007 cash flow and modest 2008 cash flow after capital spending, PXP's high full- cycle cost structure relative to its realized prices, significant productivity and commercial threshold risk in the newly acquired Colorado Piceance Basin properties until their productivity patterns per new well and price realizations are observed, continued stunted Piceance natural gas prices until pipeline expansions come on in 2008 through 2009, and our view that PXP has not ruled out equity buybacks, though at more modest levels than in the past," Moody's analyst Andrew Oram commented. The Ba3 rating is supported by PXP's proven reserve and production and scale; a long proven developed reserve life; focused core holdings; seasoned and talented management with prior experience in managing heavy front-end offshore capital programs and escalated post-acquisition leverage; an expected plateau in PXP's cost escalations; and continuing supportive prices. PXP has previously demonstrated an ability to reduce leverage through divestments of deepwater Gulf of Mexico properties. Rather than carry proportionately large, deepwater GOM development costs, lead times, and risk through to production start-up, PXP intends to divest exploratory successes once they are sufficiently delineated to receive fair value to that point. While PXP's GOM strategy does expose it to the risk of heavy upfront, risk-concentrated, capital investments before commercial value can be ascertained, it does appear that PXP's participation in the Hurricane Deep GOM discovery may provide it with a material asset monetization opportunity prior to year-end 2007. However, pro-forma leverage on PD reserves, fully-loaded total proven reserves, cash flow after sustaining capital spending, and production considerably exceeds levels suited to the prior ratings. PXP's reserve base contains a very high 52% of largely unfunded proven undeveloped reserves. PXP also continues to devote proportionately significant cash flow to high risk though potentially high reward deepwater GOM exploration and development activity at a time of elevated leverage. If it can repeat in 2007 a semblance of its 2006 GOM successes that were subsequently monetized, such proceeds may be devoted to debt reduction and/or stock buybacks. Note proceeds will repay bank debt incurred to fund PXP's $964 million purchase of private Laramie Energy's oil and gas properties in the southern Piceance Basin for $900 million in cash and 1 million PXP common shares. Laramie held mostly prospective non-producing acreage and, as currently estimated by PXP, 64 mmboe of proven reserves. PXP believes Laramie adds an indirect natural gas cost hedge for its high cost California heavy oil steam flood properties and a large inventory of PUD, probable, and possible drilling locations. Using year-end 2006 prices held flat under SEC guidelines, PXP estimated only 15 mmboe of proven reserves, all of which were PD reserves. PXP's 64 mmboe proven reserve estimate uses normalized price realizations. A very low 25% (16 mmboe) of that estimate is PD reserves with only half of that being cash flowing proven developed producing reserves. A very high 75% of reserves are PUD, with substantial funding needs and productivity and commercial threshold risks. Relative to Laramie's production and PXP's estimate of Laramie reserves, it paid a high price, including over $158,000/boe of current production (6,000 boe per day), roughly $127/boe of PDP reserves, $63/boe of PD reserves and, including future capital spending to bring non-PDP proven reserves to production, roughly $26/boe for total proven reserves. The package includes a 25% interest in a natural gas gathering system. However, PXP believes it can substantially boost Laramie's production with eventual additional tie-ins to regional pipelines, expanded regional pipeline takeaway capacity, and substantial capital spending and drilling on its PUD, probable, and possible inventory. The developed non-producing half of Laramie's PDP reserves include roughly 50 wells drilled to total depth and awaiting hydraulic fracturing and another 50 wells already hydraulically fractured. Thus, Laramie brings roughly 100 developed wells awaiting tie-in. The 2008-09 ramp-up of the Rockies Express Pipeline may alleviate a portion of the Rocky Mountains production bottleneck and large natural gas price discount but a substantial discount is likely to persist. Moody's believes the Piceance is a price-sensitive play in terms of operating margin coverage of drilling, development, and completion costs. Pro-forma for the Laramie acquisition and the new debt issue, PXP will have approximately $1.1 billion of senior unsecured long-term debt and roughly $355 million of secured bank debt. Pro-forma leverage on PD reserves of approximately $7.55/boe is up significantly from PXP's historical range of $2-$3 per boe of PD reserves and fully-loaded leverage on total proven reserves is approximately $10/boe. Leverage may rise as capital spending exceeds 2007 cash flow. Moody's believed that PXP's high operating costs, production trends, and its reserve replacement cost profile required it to maintain moderate leverage on reserves, relative to its former Ba2 ratings. The ratings reflect a high cost structure approaching $40/boe. Given that PXP's PUD's now comprise a very high 53% of total pro-forma proven reserves, it is highly likely that drillbit finding and development costs will rise as PXP spends aggressively to develop and bring to production already booked PUD reserves. PD reserves have declined by almost 70 mmboe since year-end 2005 while debt rose by $675 million. However, Moody's notes that the PD reserve decline was caused both by asset sales and an over 30 mmboe reclassification of PD reserves to PUD reserves due to reduced estimates of average mechanical wellbore lives in the long-lived Cymric Field (steam flood). The ratings also reflect PXP's flat-to-down production trends. PXP's production had dropped from approximately 53,900 boe/day in fourth quarter to 51,900 boe/day in first quarter 2007. While PXP attributes the decline to downtime associated with maintenance work, Moody's notes that PXP's modest scale, overall production trends, and low diversification could not offset the rather small impact of downtime. Separately, Moody's notes that PXP has indicated that it is contemplating creation of a master limited partnership. Depending on the ultimate structure and use of proceeds, the MLP could be a factor in future rating actions. Plains Exploration & Production Company is headquartered in Houston, Texas. PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on independent oil and gas company Plains Exploration & Production Co. and removed the 'BB-' unsecured rating on PXP from CreditWatch with negative implications, where it had been placed on April 19, 2007. At the same time, S&P assigned its 'BB-' rating to PXP's $600 million new unsecured notes maturing in 2015 and 2019. PXP will use proceeds from the note offering to refinance short-term borrowings on PXP's revolving credit facility. The outlook is stable. The affirmation of the senior unsecured rating on PXP reflects S&P's expectations that the borrowing base on PXP's revolving credit facility will decrease to $970 million following the issuance of the new notes. As a result, S&P expect PXP's ability to incur secured debt to remain below 30% of assets. Therefore, there is a one-notch difference between the corporate credit rating and the senior unsecured rating, as per Standard & Poor's criteria. Pro forma refinancing and the recent acquisition of oil and gas properties in the Piceance Basin, S&P expect Houston, Texas-based PXP to have close to $1.4 billion in total debt. "The ratings on PXP reflect a historically acquisitive growth strategy, recent strategic repositioning initiatives that have included sizable cash outlays for hedge restructurings, asset sales, increased share repurchase activity, and a more ambitious near-term exploration program in the U.S. Gulf of Mexico," said Standard & Poor's credit analyst Jeffrey Morrison. "Concerns are nearly mitigated by PXP's long-lived and predictable reserves in California, a midsize reserve base, an improved hedge position, and an experienced management team." The stable outlook reflects S&P's expectation that PXP's financial risk profile and leverage measures will remain consistent with its expectations for the current ratings following the Piceance acquisition, despite some concern regarding recent strategic repositioning initiatives. S&P also view the stable production characteristics of PXP's long-lived California assets as supportive of credit quality. Nonetheless, S&P view PXP as having limited flexibility in the current ratings with regard to additional leverage. Specifically, if PXP were to pursue additional growth initiatives and/or rewards to its shareholders in the intermediate term, negative rating actions could result. S&P would view potential debt reduction through additional intermediate-term asset sales as constructive, but not as a catalyst for any positive rating actions. PORT OF MIAMI: Looking for Ways to Cut Security Costs ----------------------------------------------------- The Port of Miami could be headed to a likely bankruptcy unless cost-effective alternatives are put in place on its post 9/11 security measures, Local10.com reports citing Director Bill Johnson. According to Mr. Johnson, the port, which spends around $19 million a year on mandated security measures, must find ways to reduce overall security cost. The report discloses that Mr. Johnson is mulling on "reallocating and use civilian personnel to replace sworn personnel." Citing Port Security Director James Maes, the report adds that private security officers could take the place of police officers on overtime which are currently paid around $60 to $90 an hour. Mr. Johnson however, the report adds, assured that the level of security won't be diminished or reduced. The port is also looking on requesting the Miami-Dae police to assign additional officers on straight time to reduce the number hired on overtime, the report concludes. PREGIS CORP: Extends Senior Notes Exchange Offer to June 15 ----------------------------------------------------------- Pregis Corporation has extended its offer to exchange up to EUR100 million of its Second Priority Senior Secured Floating Rate Notes due 2013 and up to $150 million of its 12-3/8% Senior Subordinated Notes due 2013 for an equal principal amount of Second Priority Senior Secured Floating Rate Notes due 2013 and 12-3/8% Senior Subordinated Notes due 2013 that have been registered under the Securities Act of 1933, as amended. The exchange offer is now scheduled to expire at 12:00 a.m., Eastern Time, on June 15, 2007, from June 12, 2007, unless further extended by Pregis Corporation. As of 5:00 p.m., Eastern Time, on June 11, 2007, approximately $80.9 million of the outstanding 12-3/8% Senior Subordinated Notes and none of the outstanding Second Priority Senior Secured Floating Rate Notes had been tendered in the exchange offer. Requests for a prospectus and a letter of transmittal in connection with the exchange offer for the Second Priority Senior Secured Floating Rate Notes due 2013 should be directed to the exchange agent, The Bank of New York, at +44 207 964 6512. Requests for a prospectus and a letter of transmittal in connection with the exchange offer for the 12-3/8% Senior Subordinated Notes due 2013 should be directed to the exchange agent, The Bank of New York, at (212) 815-5098. Pregis Corporation -- http://www.pregis.com/-- is a global provider of innovative protective, flexible, and foodservice packaging and hospital supply products. The specialty-packaging leader currently operates 44 facilities in 17 countries around the world. Pregis Corporation is a wholly owned subsidiary of Pregis Holding II Corporation. * * * As reported in the Troubled Company Reporter on May 18, 2007, Standard & Poor's Ratings Services raised its ratings on Pregis Corp.'s EUR100 million second-priority floating-rate notes due in 2013. The notes rating was raised to 'B+' from 'B-' and the recovery rating was revised to '1' from '3'. The new ratings indicate S&P's expectation that second-priority noteholders would receive full recovery of principal in a payment default. The upgrade was prompted by a reassessment of how the unpledged value of foreign subsidiaries would benefit these noteholders. PROTECTION ONE: Completes $115MM Senior Notes Exchange Offering --------------------------------------------------------------- Protection One Alarm Monitoring Inc. has completed its offer to exchange up to $115.345 million of its outstanding 12% Senior Secured Notes due 2011 for a like amount of new 12% Senior Secured Notes due 2011, Series B that have been registered under the Securities Act of 1933, as amended. The Old Notes were issued on April 2, 2007 in exchange for 12% Senior Secured Notes due 2011, of Integrated Alarm Services Group Inc. in connection with the closing of the Protection One/IASG merger. The exchange offer expired at 5:00 p.m., EDT, on June 11, 2007. During the offer, $115.345 million in aggregate principal amount of the Old Notes were exchanged. Because IASG did not register the IASG Notes with the Securities and Exchange Commission, the IASG Notes and the Old Notes bore an additional 1% of interest. Upon the completion of the exchange offer, the interest rate on the New Notes decreased to 12%. The terms of the New Notes are substantially identical to those of the Old Notes, except that the transfer restrictions and registration rights relating to the Old Notes do not apply to the New Notes. Headquartered in Lawrence, Kansas, Protection One Alarm Monitoring Inc. is a wholly owned subsidiary of Protection One Inc. -- http://www.protectionone.com/-- (Nasdaq: PONE, previously OTC Bulletin Board: PONN) provides installation, maintenance and monitoring of these state-of-the-art, user-friendly fire and burglar alarm systems. Network Multifamily, the company's wholly owned subsidiary, is the largest and oldest monitored security provider to the multifamily housing market. Protection One's 2,300 professionals serve its customers from more than 64 branch offices and three state-of-the-art monitoring facilities. * * * As reported in the Troubled Company Reporter on April 5, 2007, Moody's Investors Service assigned a B3 rating to Protection One Alarm Monitoring Inc.'s new $115 million second lien notes and upgraded the ratings on the $300 million senior secured term loan B due 2012 and $25 million revolver due 2010 to Ba3 from B1 following the consummation of the merger with Integrated Alarm Services Group Inc. QUALITY HOME: S&P Reinstates B Rating at Company's Request ---------------------------------------------------------- Standard & Poor's Ratings Services said that at the request of Quality Home Brands Holdings LLC. it reinstated its 'B' corporate credit rating for the company. At the same time, S&P also reinstated the bank loan and recovery ratings on Quality Home Brands' $420 million senior secured bank financing but revised them to reflect the recently announced changes to S&P's recovery scale. The outlook is stable. The bank loan ratings on Quality Home Brands' $320 million first- lien senior secured facilities, which consist of a $30 million revolving credit facility and a $290 million first-lien term loan, are 'B+', one notch above the corporate credit rating, with a recovery rating of '2', indicating expectations of substantial recovery (70%-90%) in the event of a payment default. The rating on the $100 million second-lien term loan is 'CCC+', two notches below the corporate credit rating, with a recovery rating of '6', indicating expectations of negligible recovery (0-10%) in the event of a payment default. Cary, North Carolina-based Quality Home Brands designs, supplies, manufactures, and markets residential lighting fixtures. "While pro forma debt leverage is high for the existing ratings, we expect free cash flow to help reduce debt leverage by the end of fiscal 2007," said Standard & Poor's credit analyst Bea Chiem. "We could revise the outlook to negative over the near term if the company increases leverage or faces significant declines in its operations and/or liquidity. Over the intermediate term, we could change the ratings or revise the outlook to positive if the company significantly reduced leverage and demonstrated a financial policy in line with a higher rating." RETAIL INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Retail Investments, LLC dba The B-Side dba Canal Bridge Canoes dba Joe Jones Wilderness House 2709 White Mountain Highway P.O. Box 920 North Conway, NH 03860 Bankruptcy Case No.: 07-20512 Type of Business: The Debtor retails skiis, bicycles, and other sporting goods from various retail locations in Maine, New Hampshire, Vermont and Massachusetts. Chapter 11 Petition Date: June 12, 2007 Court: District of Maine (Portland) Debtor's Counsel: George J. Marcus, Esq. Marcus, Clegg & Mistretta, P.A. 100 Middle St., East Tower Portland, ME 04101-4102 Tel: (207) 828-8000 Total Assets: $8,495,020 Total Debts: $8,022,811 Debtor's List of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Burton Snowboards $462,941 P.O. Box 116 Albany, NY 11201-0116 North Face $191,283 P.O. Box 1817 Appleton, WI 54912-1817 Marmot Mountain, LLC $182,534 12995 Echo Court Reno, NV 89506 Arc'teryx $121,809 Confluence Holdings $111,547 Lafuma American Inc. $65,969 Sport Obermeyer $55,991 Waterville Valley Ski Resort $54,117 Red Corp. $51,813 K2 Corp. $51,813 Helly Hansen $49,895 Iron Horse Bicycle $49,197 Cloudveil Mountain Works, LLC $47,773 Patagonia $43,755 Sports Recreation Co. Ltd. $43,543 Columbia Sportswear Co. $39,362 Oakley, Inc. $31,900 Wintersteiger $31,164 The Mountain Center $28,839 Bogner of America $28,087 REXAM PLC: Moody's Puts (P)Ba2 Rating on Proposed Securities ------------------------------------------------------------ Moody's Investors Service assigned a provisional (P)Ba2 rating to the proposed issuance of capital securities by Rexam Plc rated Baa3 for senior unsecured debt. The assigned rating and the basket designation will be subject to satisfactory final documentation. The outlook for the ratings is stable. The capital securities will, in Moody's view, have sufficient equity-like features to allow it to receive basket "D" treatment, i.e. 75% equity and 25% debt, for financial leverage purposes. This basket designation will shift from "D" to "C" (i.e. 50% equity and 50% debt) in 2017 and will be basket "C" for the next 20 years. Thereafter the instruments will shift to basket "B" (i.e. 25% equity and 75% debt) for the next 10 years and basket "A" (i.e. 0% equity and 100% debt) for the last 20 years. The basket allocation is based on the following rankings for the three dimensions of equity: No Maturity -- Moderate: The bonds will have a maturity of 60 years and a first call option by the issuer in whole commencing in the 10th year. Prior to the first call date, the issuer has the right to redeem the bonds upon a tax, capital or accounting event. If called, the company intends to redeem the capital securities only with the proceeds from the issuance or sale of ordinary shares or replacement securities within a period of six months prior to the redemption date. Replacement securities must have equal or greater equity credit than the capital securities. In a change of control event, the company can redeem the securities; otherwise, the coupon rate increases by 500 basis points. Senior note holders are similarly protected as the company will make a tender offer for outstanding senior notes at par. No Ongoing Payments -- Strong: There is cumulative optional deferral and mandatory deferral of distributions is tied to the breach of a meaningful trigger, which is defined as the ratio of adjusted net debt to adjusted EBITDA above 5.5x at the determination date or 4.5x at four consecutive determination dates. If the trigger is breached, distributions will be immediately settled with the proceeds from the issuance of qualifying securities, such as ordinary shares, warrants or eligible securities, which cannot exceed 25% of the principal amount. In bankruptcy, any unpaid distributions in excess of the 25% cap will rank equally with common shares. The company is not allowed to repurchase shares within 12 months after the deferral. Loss Absorption -- Strong: This instrument is the most subordinated debt in the capital structure. Holders have no acceleration rights in bankruptcy. The capital securities have been notched downward twice from the senior unsecured rating in practice with corporate issuers in Europe with a third notch being capped in line with Moody's methodologies for all issuers rated Ba2 and above. Rexam Plc is a leading consumer packaging company and is the world's largest aluminium beverage can producer. Headquartered in the U.K., the company had 24,200 employees as of fiscal year 2006, 100 plants in 20 countries and generated revenues of GBP3.7 billion. ROUGE INDUSTRIES: Court Approves ARAMARK Settlement Agreement ------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has approved Rouge Industries Inc. and its debtor-affiliates' settlement agreement with ARAMARK Uniform & Career Apparel LLC, which provides for the settlement of ARAMARK's claim against the Debtors. As reported in the Troubled Company Reporter May 18, 2007, ARAMARK filed an unsecured, nonpriority proof of claim against the Debtors for $726,887. Previously, the parties had a squabble over alleged overpricing of products and breaches of contract. Following the Debtors' filing for bankruptcy, the state court where the lawsuits were filed stayed the parties' actions. In order to save time and avoid excessive costs, the Debtors and ARAMARK entered into a settlement wherein: 1) ARAMARK's claim will be disallowed in its entirety upon the date when the Court approves the settlement agreement; and 2) ARAMARK has agreed not to further files proofs of claim against the Debtors. Headquartered in Dearborn, Michigan, Rouge Industries Inc., an integrated producer of flat-rolled steel, filed for chapter 11 protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272). Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth Davis, Esq., at Morris Nichols Arsht & Tunnell represent the Debtors. Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr., Esq., at Reed Smith LLP serve as counsel to the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $558,131,000 in total assets and $558,131,000 in total debts. On Dec. 19, 2003, the Court approved the sale of substantially all of the Debtors' assets to SeverStal N.A. for $285.5 million. The Asset Sale closed on Jan. 30, 2005. ROUGE INDUSTRIES: Hires Towers Perrin as HR Consultants ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave Rouge Industries Inc. and its debtor-affiliates permission to employ Towers Perrin Forster & Crosby, Inc. as their human resources consultants and actuaries. As reported in the Troubled Company Reporter on May 18, 2007, the firm is expected to: a. provide actuarial valuation services for purposes of defining the funding requirements for the Pension Plans as required under ERISA; b. provide actuarial valuation services for purposes of defining expense and other financial disclosures required under generally accepted accounting requirements; c. consult on the design, administration, funding and expense of the benefit programs; d. project future pension funding and expense under the Pension Plans, other post retirement benefit plans or alternatives to such plans; e. consult on the administration of the Pension Plans; f. assist in preparing any government forms required to be filed under ERISA; and g. assist in preparing responses to any legal proceedings, including bankruptcy proceedings or other proceedings involving the PBGC or IRS. Robert M. O'Keefe, a principal at Towers Perrin, tells the Court that the Firm's professionals bill: Professional Hourly Rate ------------ ----------- Principals $575 - $655 Senior Consultants $425 - $565 Consultants $320 - $415 Associates $213 - $309 Interns $64 - $202 Administrative Assistants $122 - $144 Mr. O'Keefe assured the Court that the Firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Dearborn, Michigan, Rouge Industries Inc., an integrated producer of flat-rolled steel, filed for chapter 11 protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272). Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth Davis, Esq., at Morris Nichols Arsht & Tunnell represent the Debtors. Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr., Esq., at Reed Smith LLP serve as counsel to the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $558,131,000 in total assets and $558,131,000 in total debts. On Dec. 19, 2003, the Court approved the sale of substantially all of the Debtors' assets to SeverStal N.A. for $285.5 million. The Asset Sale closed on Jan. 30, 2005. ROUGE INDUSTRIES: Has Until July 16 To File Chapter 11 Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended Rouge Industries Inc. and its debtor-affiliates' exclusive periods to: a) file a plan of reorganization until July 16, 2007; and b) solicit acceptances to that plan until Sept. 17, 2007. As reported in the Troubled Company Reporter on May 17, 2007, The Debtors have filed 16 prior motions for the extension of their exclusive periods. The Debtors assured the Court that they intend to move forward with the filing of a plan and disclosure statement. The Debtors, however, still need additional time to file the plan to allow the Debtors to consider certain aspects of the plan based on their settlement discussions with the Pension Benefit Guaranty Corporation and the International Union, United Automobile Aerospace and Agricultural Implement Workers of America. Based in Dearborn, Michigan, Rouge Industries Inc., an integrated producer of flat-rolled steel, filed for chapter 11 protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272). Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth Davis, Esq., at Morris Nichols Arsht & Tunnell represent the Debtors. Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr., Esq., at Reed Smith LLP serve as counsel to the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $558,131,000 in total assets and $558,131,000 in total debts. On Dec. 19, 2003, the Court approved the sale of substantially all of the Debtors' assets to SeverStal N.A. for $285.5 million. The Asset Sale closed on Jan. 30, 2005. S-TRAN HOLDINGS: Wants Exclusive Plan Filing Period Extended ------------------------------------------------------------ S-Tran Holdings Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to extend their exclusive periods to: a. file a Chapter 11 plan until Sept. 4, 2007; and b. solicit acceptances until Nov. 5. 2007. The Debtors tells the Court that they are actively analyzing information relevant to potential assets recoveries, including the recovery of additional accounts receivables. At present, the Debtors disclosed to the Court that they have reached approximately 70 settlements of preference claims and expect to recover up to $600,000. Laura D. Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., said that the Debtors' request to further extend their exclusive period will not prejudice their creditors. Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc., provides common carrier services and specialized in less-than- truckload shipments and also supplies overnight and second day service to shippers in 11 states in the Southeast and Midwestern United States. The Company and its debtor-affiliates filed for chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-11391). Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C. represents the Debtors in their restructuring efforts. Donald A. Workman, Esq., at Foley & Lardner LLP represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed total assets of $22,508,000 and total debts of $30,891,000. SANTA FE MINERALS: Exclusive Period Extended Until August 13 ------------------------------------------------------------ The United States Bankruptcy Court for the District of Delaware extended Santa Fe Minerals Inc. and 15375 Memorial Corporation's exclusive periods to: a. file a Chapter 11 plan until Aug. 13, 2007; and b. solicit acceptances of that plan until Oct. 15, 2007. The Debtors' exclusive period to file a Chapter 11 plan expired on June 12, 2007. The Debtors tell the Court that the request for extension intends to prevent BEPCO L.P. fka Bass Enterprises Production Company to take discovery and develop arguments to use in the context of Bass' pending motion to dismiss the Debtors' case. The Debtor said that the trial of the pending Bass litigation is scheduled for July 11 and 12, 2007. The Debtors state that they will file a Chapter 11 plan and disclosure statement, if, and only if, the Court has decided on Bass' pending motion to dismiss their case. Headquartered in Houston, Texas, 15375 Memorial Corporation is the sole shareholder of Santa Fe Mineral, Inc. Santa Fe Minerals is a Wyoming based corporation dissolved in 2000. Under Wyoming law, creditors of a dissolved corporation can recover their debts from the dissolved corporation's shareholders, up to the value of the assets that each shareholder received at the dissolution. 15375 Memorial and Santa Fe Minerals filed for chapter 11 protection on Aug. 16, 2006 (Bankr. D. Del. Case Nos. 06-10859 & 06-10860). John D. Demmy, Esq., at Stevens & Lee, P.C., represents the Debtors. No Official Committee of Unsecured Creditors have been appointed in the Debtors' cases. When the Debtors filed for protection from their creditors, they estimated their assets between $100,000 to $500,000 and liabilities of more than $100 million. SEA CONTAINERS: Wants to Obtain Up To $176.5 Million DIP Financing ------------------------------------------------------------------ Sea Containers, Ltd. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to borrow and obtain up to $176,500,000, pursuant to a postpetition DIP credit facility with Mariner LCD, Dune Capital LLC, Dune Capital LP, Wells Fargo Bank N.A., as administrative and collateral agent, and certain other lenders. The Caspian Facility Mariner and Dune Capital, along with Trilogy Capital LLC and Caspian Capital Partners LP, had committed on May 3, 2007, to provide Sea Containers Ltd. with a $176,500,000 DIP facility. The Court subsequently authorized the Debtors to enter into the Caspian Commitment Letter. However, after engaging in extensive negotiations regarding the terms of a financing facility, it became clear to the parties that loan documentation would not be finalized in time to allow for final Court approval by June 15, 2007, as contemplated under the May 3 Commitment Letter, according to Robert D. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. Currently, SCL and the DIP Lenders continue to draft and negotiate on the Secured Superpriority DIP Credit Agreement, Mr. Brady informs the Court. "[Those] documents are nearly finalized." As of June 8, 2007, SCL and the DIP Lenders, including Wells Fargo, have prepared a draft DIP Agreement, Mr. Brady tells the Court. Mr. Brady adds that the Debtors deem it important to file their DIP Motion at this time as the lenders under the SPC debt securitization facility are threatening to foreclose their liens in Sea Containers SPC Ltd.'s assets if they are not repaid by June 30, 2007. The Wells Fargo Facility Under the New DIP Facility, Marine and Dune Capital will provide SCL with a term loan of up to $151,500,000, and a $25,000,000 revolving credit facility. Trilogy Capital will no longer be a lender under the New DIP Facility, but is anticipated to take a participation interest in the DIP Facility. Wells Fargo will serve as the administrative and collateral agent under the New DIP Facility. The Term Loan provides for a non-amortizing term loan available in a single drawing on the Closing Date. The Debtors intend to use the proceeds of the Term Loan to make a capital contribution to SPC Holdings Ltd., a non-debtor subsidiary of which SCL holds the entire economic interest. In turn, Holdings will make a capital contribution to Sea Containers SPC, a "bankruptcy remote" subsidiary. SPC will then use the proceeds of the capital contribution to repay an existing debt securitization facility. "The repayment of the securitization facility will prevent foreclosure by SPC's lenders, which have alleged a default under that facility," Mr. Brady notes. In addition, the Term Loan will also be used to pay all costs and expenses of the DIP Lenders and the DIP Agent relating to the structuring of the proposed financing for SCL or SPC. On the other hand, the proceeds of the Revolving Credit Facility will be used for SCL's general corporate purposes in the ordinary course of business. Interest Rates The rate of interest per annum with respect to the unpaid amount of all DIP Loans will be the Eurodollar Rate for the relevant Interest Period plus the Applicable Margin. Non-Default Rate interest on the DIP Obligations will be payable monthly in arrears. The annual interest rate to the unpaid amount of all DIP Loans during the continuance of an Event of Default will be the one- month Eurodollar Rate, calculated daily, plus the Applicable Margin plus 2.0%. With respect to the unpaid amount of all other DIP Obligations during the Event of Default, the annual interest rate is the default rate that would be applicable to Revolving Credit Loans. The Default Rate interest on the DIP Obligations will be payable in cash on demand and will be compounded daily. Events of Default under the Wells Fargo DIP Facility include customary events of default for DIP financings. Collateral The DIP Obligations of SCL under the Wells Fargo Facility will be secured by a perfected, first priority security interest and lien on: (i) SCL's equity interests in Holdings and SPC; (ii) all of SCL's cash and cash equivalents; and (iii) all amounts received or receivable by SCL from Holdings and SPC. Holdings will guarantee the full payment of SCL's DIP Obligations when it comes due. The Guarantee will be secured by a perfected, first priority security interest in all Holdings' assets. The amount of the Guarantee, however, will be limited to the value of Holdings' assets at the time the guarantee is given. All DIP Obligations will be granted a superpriority administrative expense claim with priority over all other costs and expenses of any kind. The DIP Lenders' superpriority administrative expense claim will be payable from all of the Debtors' properties. As additional protection, SCL agree not to seek any order that attempts to grant any other party a superpriority claim or otherwise subordinate the DIP Obligations or the DIP Lien. Fees SCL will pay all costs and expenses of the DIP Lenders and the DIP Agent relating to the structuring of the proposed financing for SCL or SPC. SCL will pay a refinancing fee equal to 1.0% of the aggregate amount of the cash proceeds of the Term Loan on the Closing Date. Under the DIP Credit Agreement, refinancing is defined as the repayment or replacement of the DIP Obligations. SCL will also pay a non-emergence fee on the one-year anniversary of the DIP Effective Date, in an amount equal to 1.0% of the aggregate principal amount then outstanding under the DIP Facility, unless all outstanding DIP Obligations have already been fully paid. An unutilized commitment fee will be paid by SCL at an annual rate of 1.0% on the average daily unused portion of the Revolving Credit Facility, which is payable monthly in arrears. Carve-Out The DIP Lien and the superpriority status of the DIP Obligations will be subject only to the payment of Court-approved professionals for: (i) for all unpaid allowed fees and expenses with respect to fee applications filed prior to certain termination events in the DIP Financing; and (ii) for up to a maximum of $10,000,000 for allowed fees and expenses not filed prior to, or incurred after, certain termination events in the DIP Financing. Termination Date The DIP Credit Agreement will terminate on the earlier of: (i) all the DIP Obligations are paid in full; (ii) SCL's plan of reorganization is confirmed; (iii) the DIP Obligations are accelerated; (iv) a Sale Order for all of SCL's assets is entered; (v) the Debtors' cases are converted into a Chapter 7 case; or (vi) the date that is two years after the Closing Date. A full-text copy of the of the Wells Fargo Draft DIP Agreement is available for free at: http://researcharchives.com/t/s?20e1 http://researcharchives.com/t/s?20e2 http://researcharchives.com/t/s?20e3 The DIP Facility is Necessary to Preserve the Debtors' Assets The Debtors assert that the DIP Lenders' proposal is beneficial to their estates as it offers attractive financing terms, including no cash up-front fees or break-up fees. The proposal also provides a solution to the Debtors' dispute with the Noteholders. Moreover, the DIP Lenders' proposal will allow the Debtors to lock in permanent financing, which will enable them to focus on efforts going forward on key restructuring initiatives and developing a confirmable Chapter 11 plan, Mr. Brady contends. The Court will convene a hearing on June 26, 2007, to consider the Debtors' request to approve the Wells Fargo DIP Facility. Any party-in-interest who opposes the request must file a formal objection with the Court by June 19, 2007. About Sea Containers Based in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. is represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors is represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers Ltd. disclosed total assets of US$62,400,718 and total liabilities of US$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEA CONTAINERS: Court Extends Exclusive Period to September 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended, until Sept. 28, 2007, the exclusive period wherein Sea Containers Ltd. and its debtor-affiliates can file a plan of reorganization. The Court also set Nov. 27, 2007 as the deadline for the Debtors to solicit acceptances of that plan. The Debtors contended that the deadlines need to be extended since they need to consider their litigation with GE SeaCo SRL, pending the course and potential outcome of the arbitration proceedings. The Debtors reason that their restructuring plans may be affected by the outcome of the arbitration because of the importance of GE SeaCo to the bankruptcy estate. About Sea Containers Based in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. is represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors is represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers Ltd. disclosed total assets of US$62,400,718 and total liabilities of US$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEA CONTAINERS: U.S. Trustee Appoints HSBC to Creditors' Panel -------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, has informed the U.S. Bankruptcy for the District of Delaware that HSH Nordbank AG has resigned from the Official Committee of Unsecured Creditors of Sea Containers, Ltd., and its debtor affiliates. The U.S. Trustee has appointed HSBC Bank USA, National Association, in its capacity as indenture trustee, to fill in the vacant post. The Creditors Committee is now composed of: 1. HSBC Bank USA, National Association 452 Fifth Avenue New York, NY 10018-2706 Attn: Sandra E. Horwitz Phone: (212) 525-1358 Fax: (212) 525-1300 2. Trilogy Capital LLC 2 Pickwick Plaza Greenwich, CT 06830 Attn: Barry D. Kupferberg Phone: (203) 971-3420 Fax: (203) 971-3499 3. Dune Capital LLC c/o Dune Capital Management LP 623 Fifth Avenue, 30th Floor New York, NY 10022 Attn: Andrew B. Cohen Phone: (212) 301-8308 Fax: (646) 885-2473 4. Mariner Investment Group, Inc. 500 Mamaroneck Avenue, Suite 101 Harrison, NY 10528 Attn: Adam S. Cohen Phone: (914) 798-4234 Fax: (914) 777-3363 About Sea Containers Based in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady, Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors and the Financial Members Sub-Committee of the Official Committee of Unsecured Creditors of Sea Containers Ltd. is represented by William H. Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s Official Committee of Unsecured Creditors is represented by attorneys at Willkie Farr & Gallagher LLP. In its schedules filed with the Court, Sea Containers Ltd. disclosed total assets of US$62,400,718 and total liabilities of US$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SIRIUS SATELLITE: Moody's Rates New $250 Mil. Sr. Facility at B1 ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to SIRIUS Satellite Radio, Inc.'s new $250 million 5.5-year Senior Secured Term Loan Facility, downgraded its 9 5/8% Senior Notes due 2013 to Caa2 from Caa1 and downgraded its probability of default rating to Caa1 from B3. Additionally, Moody's affirmed SIRIUS' Caa1 corporate family rating and SGL-2 speculative grade liquidity assessment. The outlook remains developing. Moody's anticipates that proceeds from the company's $250 million term loan facility will be used to bolster the company's liquidity position (3/31/2007 pro forma cash and cash equivalents balance of more than $500 million). Moody's has taken these ratings actions: * SIRIUS Satellite Radio, Inc. -- Corporate Family Rating -- Affirmed Caa1; -- Probability of Default Rating -- Downgraded from B3 to Caa1; -- Senior Secured Term Loan -- Assigned B1 (LGD 1, 5%); -- 9 5/8% Senior Notes due 2013 -- Downgraded from Caa1 to Caa2 (from LGD 4, 65% to LGD 4, 60%); -- SGL-2 speculative grade liquidity assessment -- Affirmed; -- The outlook is developing. SIRIUS' rating reflects the company's continued cash burn (EBITDA loss of $471.4 million for TTM 3/31/2007 excluding stock based compensation), lack of sustained free cash flow generation and the company's sizeable fixed costs. The rating further reflects the continued competition from XM Satellite Radio and other sources of media. The rating benefits from the company's significant subscriber growth and differentiating programming and content. SIRIUS Satellite Radio, Inc., headquartered in New York, provides subscription-based satellite radio services in the U.S. SMART MODULAR: Good Performance Cues S&P to Lift Rating to BB- -------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Fremont, California-based SMART Modular Technologies, Inc. to 'BB-' from 'B+', and its senior secured second-lien floating rate notes to 'BB-' from 'B', based on the company's improved operating performance and low debt leverage for the rating. The outlook is stable. "The ratings on SMART Modular reflect modest profitability, execution challenges in a highly competitive market, and relatively high concentration with a handful of large OEMs," said Standard & Poor's credit analyst Lucy Patricola. These factors partly are offset by the company's leading market position in its niche as an independent supplier of memory modules, solid operating capabilities, and moderate financial profile. SMART Modular's is a leading independent designer and manufacturer of memory module products. SMART Modular largely is insulated from swings in the prices of DRAM and other types of memory. These components typically are consigned to SMART Modular, or the company has the ability to pass through swings in costs to customers. Profitability, in terms of EBITDA margins, has improved and stabilized at the high-single digit level from the low-to-mid single digits the company experienced few years ago, as a result of a better product mix, higher volumes, and the company offshoring manufacturing and packaging capabilities to lower cost regions, i.e., Brazil and Malaysia. S&P believe that, while the outlook for unit growth in memory modules is positive, risks are centered on the company's ability to act on its design innovation, time to market, and service plans within a competitive market. Additional potential risk factors include high customer concentration, with Hewlett- Packard and Cisco Systems together accounting for approximately 60% of the company total revenues. Expansion into related product areas, including memory products for embedded computers and TFT- LCD products provide potential for greater business diversity in the future. SURGICAL CARE: S&P Rates $480 Million Senior Facility at B ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Birmingham, Alabama-based Surgical Care Affiliates. The outlook is stable. At the same time, Standard & Poor's assigned its loan and recovery ratings to Surgical Care Affiliates' proposed $480 million senior secured credit facility. The credit facility is rated 'B' with a recovery rating of '3', indicating the expectation of meaningful (50%-70%) recovery in the event of a payment default. In addition, Standard & Poor's assigned its 'CCC+' rating to the company's $150 million proposed senior unsecured payment-in-kind notes due 2015 and 'CCC+' rating to its subordinated notes due 2017. "The ratings on Surgical Care Affiliates reflect the company's narrow operating focus as an owner and operator of surgical facilities, the highly fragmented and competitive nature of the industry, the company's relative underperformance relative to its peers and significant debt burden, and third-party reimbursement risks," explained Standard & Poor's credit analyst David Peknay. The pending spin-off from HealthSouth provides Surgical Care Affiliates the opportunity to operate independently from HealthSouth's historical difficulties and distractions. S&P expect the business to benefit from a favorable industry trend highlighted by the ongoing shift of surgical procedures from an inpatient to an outpatient setting. The company's reliance on one business for its revenue leaves Surgical Care Affiliates exposed to potential regulatory, reimbursement, and technology changes. Profitability, which is currently below that of industry peers, will have to support weak credit protection measures. Lease-adjusted debt to EBITDA (after minority interest, and excluding equity in affiliates) is high at about 7x. TRILOGY INTERNATIONAL: Moody's Puts B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and B2 senior secured rating to Trilogy International Partners LLC. The ratings reflect a B2 probability of default and a loss-given- default assessment of LGD4, 51% on the senior secured term loan. The outlook is stable. This is the first-time Moody's has assigned ratings to Trilogy. The B2 corporate family rating reflects Moody's view that Trilogy's political/ regulatory risks are considerable given essentially all of its revenues are derived from wireless operations in emerging economies (Haiti, Bolivia, and the Dominican Republic), with the majority of its (EBITDA -- Capex) cash flows generated from Haiti, a region with a history of significant instability. The rating also considers that a reasonable portion of the company's cash flows are generated in U.S. dollars, which partially mitigates foreign exchange risks arising from having to service U.S denominated debt obligations with local cash flows, which can't be effectively hedged. The rating also considers Trilogy's favorable growth prospects within each of these three countries given the relatively low levels of wireless penetration currently, its favorable competitive position demonstrated by a current blended market share of roughly 20% and a modest diversification of country risk. Finally, the B2 rating incorporates Moody's opinion that the company's initial adjusted total leverage of roughly 2.5x may reduce to under 2x by the end of 2008 but that free cash flow through the next couple of years is unlikely to be robust as capital expenditures remain elevated. Assignments: * Issuer: Trilogy International Partners LLC -- Probability of Default Rating, Assigned B2; -- Corporate Family Rating, Assigned B2; -- Senior Secured Bank Credit Facility, Assigned a range of 51 - LGD4 to B2. The stable outlook reflects Moody's belief that Trilogy is likely to steadily grow its operating profits through the next couple of years, but that free cash flow is likely to remain modest through this period. Additionally, the stable outlook considers Moody's view that Trilogy is likely to continue to diversify its risks away from Haiti, but that cash flows from this country will remain significant for the foreseeable future. Moody's noted that the proceeds of the $200 million term loan will be used to refinance the company's existing funded debt and for general corporate purposes. Based in Bellevue, Washington, Trilogy International Partners LLC provides wireless communication services to 1.8 million subscribers in Haiti, Dominican Republic and Bolivia. TTM TECH: Debt Reduction Cues S&P to Revise Outlook to Stable ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Santa Ana, California-based TTM Technologies Inc. to stable from negative, following rapid reduction of debt incurred to acquire the printed circuit board business from Tyco International. The corporate credit and senior secured ratings are affirmed at 'BB-'. "The ratings reflect challenges associated with very difficult industry conditions for TTM's PCB products and a highly competitive environment, partially offset by TTM's niche position as a manufacturer of both quick-turn and high-volume printed circuit boards and light leverage for the rating," said Standard & Poor's credit analyst Lucy Patricola. The U.S.-based printed circuit board industry has experienced a significant contraction as production has migrated to low cost regions. Currently, about 10% of the global market for PCB revenue is produced in the U.S., with a focus on high complexity, low volume production, prototype boards, and PCBs used in military applications. Following its acquisition of the Tyco business, TTM is the largest U.S.-based manufacturer, with a respectable market presence in defense, computing, and communications. Despite TTM's leading market share, the industry remains fragmented, with hundreds of small manufacturers. The company, prior to the Tyco acquisition, has experienced some volatility in profitability. Over the last eight quarters, EBITDA margin has fluctuated between 15% and 20%. In 2005, margin slippage was caused by pricing pressure. More recently, the mix shift to lower margin commercial assembly and a bias to lower layer boards has impacted margin. The Tyco business has historically been more stable, because of its strong presence in defense markets. S&P expect the company to continue to experience modest cyclicality, given the negotiating strength of its customer base. URSTADT BIDDLE: Earns $10.2 Million in Quarter Ended April 30 ------------------------------------------------------------- Urstadt Biddle Properties Inc., reported its second quarter and six months financial results for the period ended April 30, 2007. Net income from continuing operations applicable to Common and Class A Common stockholders for the quarter was $10,289,000, compared to $3,634,000 in last year's second quarter. Net income from continuing operations applicable to Common and Class A Common stockholders for the first six months of fiscal 2007 was $14,985,000, compared to $7,652,000 for the same period last year. Net income in the six-month and three-month periods ended April 30, 2007 included a gain on sale of property of $11,409,000. Diluted funds from operations for the quarter ended April 30, 2007, amounted to $13,811,000, compared to $7,104,000 in the second quarter of fiscal 2006. For the first six months of fiscal 2007, diluted FFO amounted to $21,957,000, compared to $14,445,000 in the same period of fiscal 2006. FFO and net income from continuing operations applicable to Common and Class A Common stockholders for the six month and three month periods ended April 30, 2007 include income from the settlement of a lease guaranty obligation of $6,000,000. As of April 30, 2007, the company listed $468,780,000 total assets, $113,987,000 total liabilities, $52,747,000 redeemable preferred stock, $5,318,000 minority interest, and $296,728,000 total shareholders' equity. Willing Biddle, president, commented that "This quarter's operating results reflect a slightly higher occupancy level compared to a year ago and an increase in rental revenue growth in 2007 in the core portfolio. At April 30, 2007, our core portfolio was nearly 98% leased. We are pleased to report that most of our retail lease renewals and new tenant leases signed during this quarter were at generally higher rental rates than the expired rates." Mr. Biddle also noted that "During the quarter, we completed the sale of our remaining non-core retail property in Tempe, Arizona at an $11.4 million gain and reinvested the net proceeds into the purchase a grocery anchored shopping center in Emerson, New Jersey." Mr. Biddle continued, "We expect to commence renovation at the Emerson property shortly and anticipate that rents at the center over the next twelve months will be increased through renovations and re-tenanting. We also succeeded during the quarter in delivering 107,000 square feet of retail space to BJ's Wholesale Club at our Stratford, CT shopping center. The space had been vacant for several years although the former tenant's rent had been guaranteed through 2016. In addition, we executed a 20,000 sf lease with Modell's Sporting Goods at our Stamford, CT shopping center. Both tenants expect to open this fall. We have purchased two retail properties totaling 104,000 square feet in our core market since the beginning of this fiscal year. We are optimistic about the financial performance of the company for the balance of the year and one of our primary objectives is to continue to seek high quality property acquisitions that will be accretive to our earnings." Declaration of Dividends At their regular quarterly meeting, the directors of Urstadt Biddle declared regular quarterly dividends on the Company's Class A Common Stock, UBA, and Common Stock, UBP. The dividends were declared in the amount of 23.0> for each share of Class A Common Stock and 20.75> for each share of Common Stock. The dividends were declared at the same rate as the previous quarter and are the 150th consecutive quarterly dividends declared since the Company began operating in 1969. About Urstadt Biddle Urstadt Biddle Properties Inc. (NYSE: UBA, UBP) is a fully integrated, self-administered real estate investment trust, which acquires, owns, and leases primarily grocery-anchored retail shopping centers, where most of the properties are located in suburban metropolitan New York markets in Connecticut and New York state. The company owns 38 properties aggregating 3.7 million square feet of space located in nine states, with 30 of them considered core retail properties. The company currently has total assets of $456 million, total debt of $109 million, and an undepreciated total book capital of $527 million. * * * As reported in the Troubled Company Reporter on March 28, 2007, Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer Default Rating at 'BB+'. Fitch also affirms the 'BB' rating on the $114 million outstanding preferred stock. The rating outlook remains Stable. VERINT SYSTEMS: Posts $1.2 Mil. Net Loss in 2007 1st Fiscal Qtr. ---------------------------------------------------------------- Verint Systems Inc. reported record sales of $101,274,000 for the first quarter of fiscal 2007, ended April 30, 2007, a 15% increase compared with sales of $87,736,000 for the first quarter of fiscal 2006. Net loss on a generally accepted accounting principles basis was $1,233,000 for the first quarter of fiscal 2007. Net income was $9,353,000 for the first quarter of fiscal 2007. Dan Bodner, president and CEO of Verint, stated, "In addition to delivering record revenue in our first quarter, we recently achieved two significant milestones in the company's history. We surpassed $100 million in quarterly revenue for the first time and we closed the highly strategic acquisition of Witness Systems, making us a leader in workforce optimization and giving us larger scale to better address both the security and enterprise markets." Mr. Bodner continued, "Following the announcement to acquire Witness early in our first quarter, we immediately began to make investments to prepare for the integration and to support the increased scale of the combined entity. While these investments reduced our earnings in our first quarter, they have enabled us to operate as one integrated business immediately at closing with a unified management team and we believe these investments will benefit Verint's long-term growth." The company ended the first quarter of fiscal 2007 with cash, cash equivalents, bank time deposits and short-term investments of $167,015,000. About Verint Systems Headquartered in Melville, New York, Verint Systems Inc. (VRNT.PK) -- http://www.verint.com/-- is a provider of analytic software- based solutions for security and business intelligence. Verint software, which is used by over 1,000 organizations in over 50 countries worldwide, generates actionable intelligence through the collection, retention and analysis of voice, fax, video, email, Internet and data transmissions from multiple communications networks. * * * As reported in the Troubled Company Reporter on April 24, 2007, Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Verint Systems Inc. At the same time, we assigned our 'B' bank loan rating, and '3' recovery rating to the company's proposed $675 million first-lien credit facility, indicating that lenders can expect meaningful (50%-80%) recovery of principal in the event of payment default," said Standard & Poor's credit analyst David Tsui. The outlook is developing. VERTRUE INC: Provides Update on 9-1/4% Senior Notes Redemption -------------------------------------------------------------- Vertrue Incorporated has given notification of redemption to the holders of its 9-1/4% Senior Notes due 2014, CUSIP No. 92534NAA9, in accordance with the terms of the Indenture dated as of April 13, 2004, as supplemented by the First Supplemental Indenture, dated as of April 28, 2006, by and among the Vertrue, LaSalle Bank National Association, as Trustee, Bargain Networks, Inc., Lavalife Inc., My Choice Medical Holdings, Inc., and MemberWorks Canada Corporation, as guarantors. The redemption is conditioned upon the consummation of the merger contemplated by the merger agreement providing for the acquisition of the company by the company's management and an investor group consisting of One Equity Partners, Oak Investment Partners and Rho Venture. The redemption date is expected to be the date of the consummation of the Merger, which is subject to receipt of stockholder and regulatory approvals as well as satisfaction of additional customary closing conditions. The full $150 million aggregate principal amount of the Notes will be redeemed. The redemption price for the Notes will be 100% of the principal amount of the Notes plus accrued but unpaid interest to the redemption date plus the applicable premium provided for in the Indenture. The Notes to be redeemed must be surrendered to LaSalle Bank National Association, the Paying Agent, whose address is LaSalle Bank National Association, Corporate Trust Operations, 135 S. LaSalle Street, Suite 1811, Chicago, Illinois 60603. About Vertrue Incorporated Headquartered in Norwalk, Connecticut, Vertrue Incorporated (Nasdaq: VTRU) -- http://www.vertrue.com/-- is an Internet marketing services company. For the twelve months ended Dec. 31, 2006, the company generated adjusted EBITDA of approximately $98 million on revenues of approximately $697 million. * * * Moody's Investors Service placed the ratings of Vertrue Incorporated on review for possible downgrade following the report that it has entered into a definitive agreement to be acquired by Vertrue's management and an investor group consisting of One Equity Partners, Oak Investment Partners and Rho Ventures for approximately $48.50 per Vertrue common stock which totals approximately $800 million. WACHOVIA AUTO: Moody's Rates $50 Million Cass E Notes at Ba3 ------------------------------------------------------------ Moody's Investors Service assigned definitive ratings of Prime-1, Aaa, Aa1, A1, Baa2 and Ba3 to eight classes of notes issued by Wachovia Auto Loan Owner Trust 2007-1. The ratings of the Class A through Class E notes are based on the quality of the underlying automobile loans, the structure of the transaction, the amount of credit enhancement, the strength and expertise of Wachovia Bank, N.A. as master servicer and Wachovia Dealer Services, Inc. as originator and subservicer. The Prime-1 rating of the Class A-1 money market notes is based primarily on the amount of liquidity from collections on the underlying receivables during the period prior to the notes' legal final maturity date. The Class A-3b notes are floating rate while all other classes of notes are fixed rate. The complete rating actions are: * Issuer: Wachovia Auto Loan Owner Trust 2007-1 -- $384,000,000 Class A-1 Notes, rated Prime-1; -- $613,000,000 Class A-2 Notes, rated Aaa; -- $200,000,000 Class A-3a Notes, rated Aaa; -- $518,000,000 Class A-3b Notes, rated Aaa; -- $75,000,000 Class B Notes, rated Aa1; -- $80,000,000 Class C Notes, rated A1; -- $80,000,000 Class D Notes, rated Baa2; -- $50,000,000 Class E Notes, rated Ba3. WAMU MORTGAGE: Moody's May Cut Low-B Ratings After Review --------------------------------------------------------- Moody's Investors Service placed under review for possible upgrade three tranches from WaMu Mortgage Pass-Through Certificates Series 2004-RP1. Additionally, 2 tranches from the same transaction have been placed on review for possible downgrade. The underlying collateral consists of FHA insured and VA guaranteed reperforming loans. The collateral backing those tranches placed on review for possible upgrade has experienced low cumulative losses. Those tranches on review for possible downgrade are backed by collateral which has experienced higher than anticipated losses to date. The effect of such losses has been that unrated subordinate tranches have experienced writedowns which have reduced the credit enhancement available to rated tranches which rely on subordination for protection. In this review, Moody's will assess its loss expectations on the collateral pools in relation to the available credit enhancement. Complete rating action is: * Issuer: WaMu Mortage Pass-Through Certifiacates Series 2004-RP1 -- Class I-B-4, current rating Ba2, under review for possible downgrade; -- Class I-B-5, current rating B2, under review for possible downgrade; -- Class II-B-1, current rating Aa2, under review for possible upgrade; -- Class II-B-2, current rating A2, under review for possible upgrade; -- Class II-B-3, current rating Baa2, under review for possible upgrade. WARNACO GROUP: Improved Revenues Prompt S&P to Lift Rating to BB ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New York City-based apparel company Warnaco Group Inc. to 'BB' from 'BB-'. The senior unsecured debt rating was raised to 'BB-' from 'B+', although it remains one notch below the corporate credit rating because of its junior position relative to the increased amount of secured debt in the capital structure. The secured bank loan rating was raised to 'BBB-' from 'BB', while the '1' recovery rating, indicating expectations of very high (90%-100%) recovery in the event of a payment default, was affirmed. The outlook is stable. The ratings are removed from CreditWatch, where they were placed with positive implications, on May 9, 2007, after the company reported strong first-quarter results. Warnaco had about $405 million in debt outstanding at March 31, 2007. "The upgrade reflects the improving trend in Warnaco's revenues, margins, and credit protection measures, and our expectation that the positive operating momentum will continue," said Standard & Poor's credit analyst Susan Ding. Warnaco has consistently met its projections and our expectations, and has reduced its debt ahead of schedule, following its debt-financed acquisition of the Calvin Klein jeanswear and related businesses in Asia and Europe in 2006. Total debt to EBITDA was 2.4x for the 12 months ended March 31, 2007, compared with 3.8x a year ago. The company has continued to successfully grow its Calvin Klein underwear and jeanswear franchises, while improving the operating performance of all three business divisions. The ratings on Warnaco reflect its participation in a highly competitive and promotional retail environment, its reliance on the slower-growing department store channel, and its exposure to fashion risk in some of its business segments. The ratings also incorporate the operating risk associated with reinvigorating the company's various product offerings. Furthermore, the ratings reflect Warnaco's positive operating momentum and its well- recognized brand names. Warnaco manufactures and markets men's and women's intimate apparel, underwear, and sportswear. Products are sold under owned and licensed names, such as: Calvin Klein, Speedo, Chaps, Olga, Warner's, Anne Cole, among others. Some of Warnaco's core products are characterized by relatively stable demand. WCI COMMUNITIES: Adjourns Shareholders' Meeting to August 30 ------------------------------------------------------------ WCI Communities Inc. said it will adjourn its Annual Meeting of Shareholders to Aug. 30, 2007. The action was taken by the company's Board to allow potential purchasers of the company to continue their due diligence in the company's sale process, and so that the company will be able to provide shareholders with additional information on the sale process prior to the time they must vote for directors. Don E. Ackerman, Chairman of the Board, said, "The management and financial advisors of WCI have been meeting with entities who have expressed a serious interest in WCI. The Icahn Group recently entered the process and is progressing with property tours, management meetings, and other due diligence. Although no assurances can be given that WCI will enter into a sale agreement, we believe that in order to achieve the highest possible price for WCI's unique assets and opportunities, additional time is required to complete the process." Mr. Ackerman also noted that numerous shareholders have expressed support for a delay of the Meeting. The Meeting will be opened on its previously scheduled date of June 15, 2007, but immediately adjourned by the Chairman without any shareholder vote on any matter, in order to preserve the April 30, 2007 record date for the determination of shareholders entitled to receive notice of and vote at the August 30 Meeting. The Meetings will commence at 10:00 a.m. EDT at the Hyatt Regency Coconut Point, 5001 Coconut Road, in Bonita Springs, Florida. To ensure a fair sale process, all WCI shareholders are urged to vote on the WHITE Proxy Card to re-elect the current Board of Directors at the August 30 Meeting. Three independent shareholder advisory firms, Institutional Shareholder Services, Glass, Lewis, and PROXY Governance recommend that WCI shareholders vote the WHITE proxy card and "FOR" the company's nominees to re-elect the current Board of Directors and not vote for the slate of candidates put forth by Carl Icahn. Stockholders with questions, who require assistance with voting, or need additional copies of the company's proxy materials, should contact Innisfree M&A Incorporated, toll-free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833. About WCI Communities Headquartered in Florida, WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/-- is a home builder catering to primary, retirement, and second-home buyers in Florida, New York, New Jersey, Connecticut, Maryland and Virginia. The company offers both traditional and tower home choices and features a wide array of recreational amenities in its communities. In addition to homebuilding, WCI generates revenues from its Prudential Florida WCI Realty Division and its recreational amenities, as well as through land sales and joint ventures. The company currently owns and controls developable land on which the company plans to build about 20,000 traditional and tower homes. * * * As reported in the Troubled Company Reporter on March 20, 2007, Standard & Poor's Ratings Services placed its ratings on WCI Communities Inc.'s Corporate credit at B+, and Senior subordinated at B-, on CreditWatch with negative implications after the announcement that affiliates of Carl Icahn plan to make a hostile tender offer for WCI's shares. WESTAR ENERGY: Fitch Puts BB+ IDR Under Watch Positive ------------------------------------------------------ Fitch has placed the long term ratings of Westar Energy, Inc., and subsidiary Kansas Gas & Electric on Rating Watch Positive. Approximately $2 billion of long-term debt (including off balance sheet obligations) is affected by the rating action. WR and KG&E's long-term ratings are summarized below. WR and KG&E's short-term 'F3' ratings are unaffected by the rating action. The ratings and Rating Watch Positive reflect meaningful debt reduction achieved by management in recent years, ongoing efforts to reduce operating and regulatory risk and projected improvement in 2007 earnings and cash flow coverage ratios. Fitch estimates 2007 EBITDA/Interest and Free Cash Flow/Interest coverage ratios of 4.7 times and 4.2x, respectively. The reduction in regulatory risk, in Fitch's opinion, results from the adoption by the Kansas Corporation Commission of fuel and environmental cost recovery mechanisms and by legislation allowing regulatory predetermination of planned transmission and renewable and traditional generation projects and mandating inclusion of construction work in progress in rates. The adoption of WR's settlement agreement by the KCC in its predetermination filing for the Emporia Energy Center yesterday, June 11, 2007, is a constructive development for WR investors, in Fitch's view. Further improvement in WR's credit metrics over the remainder of this year could result in favorable resolution of the Positive Rating Watch. The ratings assume full and timely recovery of projected capital expenditures in rates with a reasonable return on investment and that new money financing to fund such expenditures will be composed of a balanced mix of equity and debt issuance. Importantly, the appointment of William Moore to the office of President and CEO in April 2007 by the WR board of directors to succeed James Haines is likely to continue the company's conservative, utility-centric strategy. Haines, who assumed the helm of WR in November 2002 and led its restructuring, will retire on June 30, 2007. These ratings have been placed on Rating Watch Positive. Westar Energy: -- Issuer Default Rating 'BB+'; -- Secured debt 'BBB'; -- Senior unsecured debt 'BBB-'; -- Preferred stock 'BB+'. Kansas Gas & Electric -- Issuer Default Rating 'BB+'; -- Secured debt 'BBB'. Westar Energy, Inc. (NYSE: WR) -- http://www.westarenergy.com/-- is an electric utility in Kansas, providing electric service to about 669,000 customers in the state. Westar Energy has about 6,100 megawatts of electric generation capacity and operates and coordinates approximately 33,000 miles of electric distribution and transmission lines. WILLIAM LYON: Moody's Downgrades All Ratings -------------------------------------------- Moody's Investors Service lowered all of the ratings of William Lyon Homes including the company's corporate family rating to B2 from B1 and senior notes ratings to Caa1 from B3. The ratings outlook was changed to negative from stable. The downgrades and negative outlook reflect Moody's expectation that: (i) cash flow from operations for 2007 will be negative; (ii) the company's earnings for 2007 may be breakeven to slightly negative; (iii) the company's interest coverage (EBITDA to interest incurred) will decline below one times in 2007 (the company has eliminated the interest coverage covenant from its various credit facilities, and the test in the senior notes indentures will only take effect if debt to tangible net worth increases above 3 times); (iv) the company will need to rely on its $560 million credit facility all through 2007 and will end up the year with a higher balance than in 2006; and (v) the company's debt leverage is projected to remain above 60% throughout 2007. The ratings are also constrained by the company's geographic concentration, long land supply of over seven years (although this figure is distorted by the significant number of lots in Arizona), and the continued presence of secured debt, albeit reduced, in the capital structure. Going forward, the company's outlook could stabilize if Moody's were to project William Lyon to generate positive cash flow from operations and use the cash flow to pay down debt, thus reducing its interest burden and lowering its debt leverage below 60%. The ratings could decline further if: (i) William Lyon were to generate modest quarterly pre- impairment losses on a sustained basis or significant pre-impairment losses in any one quarter; (ii) the company's leverage remains above 60% in 2008; or (iii) if Moody's were to project that negative cash flow generation will continue in 2008. These ratings for William Lyon Homes were lowered: -- Corporate family rating, lowered to B2 from B1; -- Probability of Default rating lowered to B2 from B1; -- Senior Notes Due, lowered to Caa1 (LGD-5, 80%) from B3 (LGD-5, 79%). Begun in 1956 and headquartered in Newport Beach, California, William Lyon Homes designs, builds, and sells single family detached and attached homes in California, Arizona and Nevada. Consolidated homebuilding revenues for the last twelve months ended March 31, 2007 were $1.4 billion. WARNER MUSIC: Still Considering Offer for EMI Group --------------------------------------------------- Warner Music Group Corp. confirmed that it continues actively to consider an offer for EMI Group plc. Such an offer would be pre-conditional on appropriate anti-trust clearances being obtained (or the pre-conditions waived) but not subject to any other pre-condition. A further announcement will be made in due course. This announcement does not amount to a firm intention to make an offer or pre-conditional offer and accordingly there can be no certainty that any offer or pre-conditional offer will be made. About Warner Music Group Corp. Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- is a music company that operates through numerous international affiliates and licensees in more than 50 countries. Warner Music maintains international operations in Argentina, Australia, Brazil, Canada, Croatia, Denmark, France, Germany, Greece, Hong Kong, Hungary, India, Ireland, Malaysia, Mexico, Thailand, Philippines and the United Kingdom, among others. * * * Warner Music Group Corp. continues to carry Standard & Poor's BB- ratings on the company's long-term foreign issuer credit and long- term local issuer credit. The company also carries Fitch's BB- long-term issuer default rating. The outlook is stable. ZUFFA LLC: Moody's Holds Corporate Family Rating at Ba3 ------------------------------------------------------- Moody's affirmed Zuffa, LLC's (dba Ultimate Fighting Championships) Ba3 corporate family rating, Ba3 probability of default rating, its Ba3 senior secured bank facility rating, and LGD4 - 50% assessment following the company's decision to increase its proposed term loan by $50 million. The proposed term loan increase from $275 million to $325 million follows stronger than expected bank commitments for the loan. The higher debt amount increases Total Debt to EBITDA leverage modestly in the projected period, though Moody's does not consider this increase to be significant enough to materially alter the company's credit profile as leverage is still expected to be low for the Ba3 rating initially assigned on May 22, 2007. Moody's continues to anticipate the company will improve to under 3 times Debt to EBITDA leverage by 2008, due to the growing revenue base and growth of the MMA sporting events and licensing. Zuffa, LLC is the world's largest promoter of Mixed Martial Arts sports competition events. Its largest brand, Ultimate Fighting Championship or "UFC", has the largest platform in the sport today and in the U.S., its name is now synonymous with MMA. The company is privately owned and controlled by the Lorenzo and Frank Fertitta, who are also the two largest shareholders of Station Casinos, Inc. (Corporate Family Rating: Ba2, under review for downgrade). The company derived nearly 75% of its revenue in 2006 from pay-per-view MMA events in the U.S. * Bracewell Gets 1st Certification Under Bankruptcy Appeal Statute ------------------------------------------------------------------ Bracewell & Giuliani LLP has recently obtained its first certification of a bankruptcy appeal to the Fifth Circuit Court of Appeals in the Scotia Development Company LLC Chapter 11 case. Flaws in the Pre-2005 Appeals Process The 2005 amendments to the Bankruptcy Code sought to expedite the Chapter 11 process to combat perceived abuses of the bankruptcy system by debtors, relates the firm. Some of these changes, such as the new 18-month cap on the debtor's exclusive period to file a plan of reorganization, are well known. One change that is less well known is the new ability to seek certification of bankruptcy appeals directly to the Court of Appeals, rather than having to appeal first to the District Court or Bankruptcy Appellate Panel, the firm discloses. Bracewell recently utilized this innovative procedure in the Scotia bankruptcy case. The firm explains that the reality of chapter 11 cases is that decisions are often made quickly by Bankruptcy Courts that, statistically speaking, side with the debtor far more often than with the creditors. From a creditor perspective, there is a need for a relatively quick and efficient appeals process, the firm contends. At the same time, the decision of one Bankruptcy Court is not binding on another, even within the same district -- only decisions by the Courts of Appeal (within their circuits) and the U.S. Supreme Court are clearly binding on lower courts. A quick and relatively efficient appeals process is desirable in order to inject greater certainty into the bankruptcy process, the firm suggests. According to the firm, appeals from Bankruptcy Court decisions are seldom quick or efficient. Appellants must first seek review from the District Court -- or a Bankruptcy Appellate Panel in some jurisdictions -- and only after the District Court/BAP issued its decision can appellants seek review by the Court of Appeals. In the meantime, the Chapter 11 case continues to proceed, often rendering a pending appeal moot -- a classic case of justice delayed being justice denied and also a situation leading to only a relative handful of binding Circuit Court or Supreme Court precedents for the benefit of future bankruptcy cases, explains the firm. The New Appeals Certification Process The 2005 bankruptcy amendments have partially changed the appeal landscape. The traditional route of proceeding through the District Court remains the norm, but now there is an alternative procedure that permits appeals of Bankruptcy Court decisions to be taken directly to the Court of appeals under certain circumstances via the new "appeal certification" process set forth in 28 U.S.C. 158(d)(2). The firm outlines the new process: 1) The appellant may request the Bankruptcy Court or the District Court to certify the appeal for direct consideration by the relevant Court of Appeals by showing that the appeal meets any of the following three criteria: -- the decision appealed involves a question of law as to which there is no controlling decision of the Supreme Court or the relevant Court of Appeals, or a matter of public importance; -- the decision involves a question of law requiring resolution of conflicting decisions; or -- an immediate appeal from the decision may materially advance the progress of the bankruptcy case or proceeding. If any of these criteria are present, the Bankruptcy Court or District Court must certify the appeal to the Court of Appeals. 2) The appellant then requests the Court of Appeals to exercise its discretion to accept the certification of the appeal by the lower court. Scotia Appeal The firm says that its successful certification of the Scotia Development appeal illustrates how this new procedure can be strategically employed to expedite appellate consideration in bankruptcy cases. Bracewell represents an informal group of holders of "collateralized timber notes" issued by Scotia Pacific Company LLC, which is one of the affiliated debtors in the jointly administered Scotia Development Chapter 11 cases currently pending in the U.S. Bankruptcy Court for the Southern District of Texas. Scopac is a "special purpose vehicle" that was established to issue the timber notes -- initially $867 million -- to finance Scopac's acquisition of approximately 210,000 acres of timberland, which is the primary collateral for the timber notes. Scopac's operations are limited to operating the Timberland to generating revenue from timber sales in order to repay the timber notes. Bracewell, on behalf of the Group, requested the Bankruptcy Court to determine that Scopac is a "single asset real estate" debtor subject to expedited reorganization under 362(d)(3) of the Bankruptcy Code. While the SARE provisions were added to the Bankruptcy Code in 1994, it was only in 2005 that a $4 million limitation on the amount of secured debt was removed from the SARE definition, the firm relates. As a result of this amendment to the requirements, the SARE provisions can now be applied to qualifying debtors of any size, but due to the newness of the amendment, there is not yet any published decisions applying the SARE provisions to a debtor as large as Scopac. After the Bankruptcy Court denied the Group's motion, the Group immediately sought certification of the novel legal issue presented by the SARE motion to the U.S. Court of Appeals for the Fifth Circuit. The noteholder Group sought to certify the SARE appeal because it involved determining whether Scopac's chapter 11 reorganization must be expedited and the limitations inherent to the normal two-tiered appeals process would deprive the Group of its ability to obtain definitive appellate review on a timely basis. Even if the Group were to obtain a reversal in the District Court, Scopac could then appeal that decision to the Fifth Circuit, further delaying resolution of the issue of whether Scopac's case must be expedited. The company says that the intention of the SARE provisions to expedite the resolution of "single asset real estate" Chapter 11 cases would be frustrated by the delays inherent in a two-tier appeals process. At first, the Bankruptcy Court denied the Group's request to certify the appeal, erroneously interpreting 28 U.S.C. 158(d)(2) as requiring that all three of the statutory elements must be satisfied. Three days later, the Court issued a sua sponte order correcting its prior order, finding the presence of one of the elements and recommending to the District Court that the appeal be certified. The District Court agreed and entered an order the next day certifying the appeal (the Bankruptcy Court could have issued the certification order, but it deferred to the District Court because the appeal had already been docketed in the District Court). On May 14, 2007, the Fifth Circuit accepted certification of the SARE appeal. This was the first certification accepted in the Fifth Circuit and, possibly, is the first non-consensual certification accepted by any Court of Appeals to date, says the firm. This development will permit the Group to obtain meaningful and definitive appellate review of the SARE issue in a manner that was not possible before the 2005 amendment. In addition, the Fifth Circuit's decision on this issue will be the first to resolve a novel issue of law regarding the scope of SARE relief, thus providing controlling precedent throughout the Fifth Circuit and persuasive guidance to courts in other circuits where the issue has not yet been considered. Whether Bankruptcy Courts will generally be willing to certify appropriate appeals remains to be seen, as does the question of whether Courts of Appeal will generally be willing to accept direct appeals. According to the firm, the Scotia Development case illustrates how the new certification process may be used by creditors in other bankruptcy cases that present important legal questions requiring definitive and expeditious appellate guidance. About Bracewell & Giuliani The law firm of Bracewell & Giuliani LLP -- http://www.bracewellgiuliani.com/-- has approximately 400 attorneys and 9 offices worldwide. The firm's extensive complement of practices encompasses business transactions, litigation and government relations, including a specific focus on bank finance and securities law, tax, corporate restructuring, intellectual property, environmental law, labor and employment law, energy and telecommunications regulation, and federal and state legislative strategies. Bracewell serves a wide array of U.S. and international clients, including Fortune 500 companies and government and public entities. * Legal Reform Head Supports Junking Non-Malignant Asbestos Claims ------------------------------------------------------------------ Lisa A. Rickard, the U.S. Chamber Institute for Legal Reform President, released her comments on the recent order by U.S. District Court Judge James T. Giles designed to "facilitate the expeditious movement" of pending asbestos cases on his multidistrict litigation docket in Philadelphia. "U.S. District Court Judge James T. Giles should be applauded for his new order aimed at getting to the bottom of about 95 thousand federal asbestos claims, some dating back 16 years, which are part of multidistrict litigation in Philadelphia. An estimated 90 percent of those claims are filed by non- malignant plaintiffs. "Judge Giles put the plaintiffs' attorneys on notice that he thinks mass screenings lack reliability and accountability and says he will hold hearings to determine which asbestos screenings meet with acceptable medical standards. "He's also forcing the plaintiffs to supply identifying information like their date of birth and partial social security numbers as well as medical diagnosing reports. These are elementary requirements that should have been demanded years ago and will help to weed out "double-dippers" -- those seeking to recover multiple times over. "It is apparent that the more Judge Giles learns about the tens of thousands of dubious asbestos cases in his court, the more determined he is to weed out the bad cases and bring justice to the meritorious ones. Those truly injured by exposure to asbestos have been denied their Constitutional right to access the courts due to the hoards of manufactured claims clogging them. Those bogus claims have also helped to bankrupt companies, harming both shareholders and the tens of thousands of employees who have lost their jobs." The mission of the Institute for Legal Reform is to make America's legal system simpler, fairer, and faster for everyone. It seeks to promote civil justice reform through legislative, political, judicial, and educational activities at the national, state, and local levels. The U.S. Chamber of Commerce is the world's largest business federation, representing more than 3 million businesses and organizations of every size, sector, and region. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re R.K. Properties Management, Inc. Bankr. D. Md. Case No. 07-15166 Chapter 11 Petition filed June 6, 2007 See http://bankrupt.com/misc/mdb07-15166.pdf In Re Randolph A. Magone Bankr. W.D. Pa. Case No. 07-23641 Chapter 11 Petition filed June 6, 2007 See http://bankrupt.com/misc/pawb07-23641.pdf In Re James Everette Jacobson, Jr. Bankr. W.D. Wash. Case No. 07-12590 Chapter 11 Petition filed June 6, 2007 See http://bankrupt.com/misc/wawb07-12590.pdf In Re Golden Investment Acquisitions, L.L.C. Bankr. N.D. W. Va. Case No. 07-00746 Chapter 11 Petition filed June 6, 2007 See http://bankrupt.com/misc/wvnb07-00746.pdf In Re Southern Diamond Company, L.L.C. Bankr. N.D. Ala. Case No. 07-70956 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/alnb07-70956.pdf In Re Heritage Printing & Finishing Corp. Bankr. C.D. Calif. Case No. 07-14718 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/cacb07-14718.pdf In Re Dollar Rons II, L.L.C. Bankr. D. N.J. Case No. 07-17955 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/njb07-17955.pdf In Re 10 Esquire Road, L.L.C. Bankr. S.D. N.Y. Case No. 07-22537 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/nysb07-22537.pdf In Re 10 Prospect Street, L.L.C. Bankr. S.D. N.Y. Case No. 07-22538 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/nysb07-22538.pdf In Re Clean Investments, Inc. Bankr. W.D. Tex. Case No. 07-11044 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/txwb07-11044.pdf In Re 102 Sunburst Court Living Trust Bankr. W.D. Wash. Case No. 07-41812 Chapter 11 Petition filed June 7, 2007 See http://bankrupt.com/misc/wawb07-41812.pdf In Re Bertocchi Transportation, Inc. Bankr. M.D. Fla. Case No. 07-04860 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/flmb07-04860.pdf In Re I.C.M. Holdings III, L.L.C. Bankr. M.D. Fla. Case No. 07-04868 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/flmb07-04868.pdf In Re H.J.D. L.L.C. Bankr. S.D. Fla. Case No. 07-14397 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/flsb07-14397.pdf In Re Enviro-Tech Petroleum Construction, Inc. Bankr. W.D. N.C. Case No. 07-10373 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/ncwb07-10373.pdf In Re Daniel Dean Egeland Bankr. D. Neb. Case No. 07-41093 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/neb07-41093.pdf In Re Clyde Rusk Veltmann Bankr. D. N.M. Case No. 07-11370 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/nmb07-11370.pdf In Re E.M.C. Computers, Sales & Service, L.L.C. Bankr. N.D. Ohio Case No. 07-51798 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/ohnb07-51798.pdf In Re C.E. Wright Sons, Inc. Bankr. S.D. Ohio Case No. 07-32490 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/ohsb07-32490.pdf In Re Surveillance, Resources & Investigations, L.L.C. Bankr. D. S.C. Case No. 07-03136 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/scb07-03136.pdf In Re Sofio's Downtown, Inc. Bankr. N.D. Tex. Case No. 07-42548 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/txnb07-42548.pdf In Re Total Satellite TV, Inc. Bankr. W.D. Wash. Case No. 07-12634 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/wawb07-12634.pdf In Re L.B. Investments, L.L.C. Bankr. E.D. Wis. Case No. 07-24435 Chapter 11 Petition filed June 8, 2007 See http://bankrupt.com/misc/wieb07-24435.pdf In Re D.C. Enterprises, Inc. Bankr. D. Mass. Case No. 07-13619 Chapter 11 Petition filed June 9, 2007 See http://bankrupt.com/misc/mab07-13619.pdf In Re Michael Costanzo Marcato Bankr. M.D. Ala. Case No. 07-30824 Chapter 11 Petition filed June 10, 2007 See http://bankrupt.com/misc/almb07-30824.pdf In Re Consumer Quality Air, Inc. Bankr. D. Ariz. Case No. 07-02676 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/azb07-02676.pdf In Re Terrell Heating & Air, Inc. Bankr. N.D. Ga. Case No. 07-69256 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/ganb07-69256.pdf In Re Azabu F.F.&E. Subsidiary Bankr. D. Hawaii Case No. 07-00600 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/hib07-00600.pdf In Re Azabu Newco, Inc. Bankr. D. Hawaii Case No. 07-00601 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/hib07-00601.pdf In Re Dwight Albert Newton Bankr. D. S.C. Case No. 07-03144 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/scb07-03144.pdf In Re D.&D. Enterprises, L.L.C. Bankr. W.D. Wash. Case No. 07-12655 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/wawb07-12655.pdf In Re M. Smith Construction, L.L.C. Bankr. E.D. Wis. Case No. 07-24464 Chapter 11 Petition filed June 11, 2007 See http://bankrupt.com/misc/wieb07-24464.pdf In Re Richard D. Dexter Bankr. D. Ariz. Case No. 07-01038 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/azb07-01038.pdf In Re Terry Cramer & Sons, Inc. Bankr. M.D. Fla. Case No. 07-04963 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/flmb07-04963.pdf In Re Safari, Inc. Bankr. S.D. Ind. Case No. 07-05407 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/insb07-05407.pdf In Re Qualified Investors Management Corp. Bankr. D. Md. Case No. 07-15372 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/mdb07-15372.pdf In Re Ravin, Inc. Bankr. W.D. Penn. Case No. 07-23741 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/pawb07-23741.pdf In Re The Poultry Source, Inc. Bankr. N.D. Tex. Case No. 07-32823 Chapter 11 Petition filed June 12, 2007 See http://bankrupt.com/misc/txnb07-32823.pdf ********* 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 ***