/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070704.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 4, 2007, Vol. 11, No. 156 Headlines 925 ORIOLE: Case Summary & Five Largest Unsecured Creditors AERCO LIMITED: Fitch Places CCC Ratings on Watch Negative AMERICAN GENERAL: Fitch Revises Recovery Rating on C Rated Notes ARCADIA RESOURCES: Losses Cues Going Concern Doubt Opinion ASARCO LLC: Sells Salt Lake Property to Olene Walker for $2.27MM ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to Dec. 10 ASSOCIATED ESTATES: S&P Lifts Corporate Credit Rating to B+ from B BALLY TOTAL: Secures $292 Mil. DIP Financing from Morgan Stanley BAUSCH & LOMB: Sues Alcon for False & Misleading Advertising BLOCKBUSTER INC: James W. Keyes Appointed as Chairman and CEO BLOCKBUSTER INC: Plans to Shutter 282 Stores in 2007 BUCKEYE TECH: Steven Dean Promoted to Senior Vice President & CFO BUCKEYE TECH: Committee Okays Steven Dean's Compensation Increase CALPINE CORP: Wants Court to Approve Canadian Debtors Settlement CARLYLE RESORTS: Case Summary & 17 Largest Unsecured Creditors CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2 CHRYSLER AUTOMOTIVE: Moody's Puts Corporate Family Rating at B3 CHRYSLER LLC: S&P Assigns Corporate Credit Rating at B CHRYSLER LLC: Fitch Rates $12 Billion Loans at BB+ CPI INTERNATIONAL: Commences Cash Offer for $58 Mil. Senior Notes CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1 DAIMLERCHRYSLER FINANCIAL: Fitch Rates on $2 Billion Loan at BB DAIMLERCHRYSLER FINANCIAL: Moody's Rates $2 Billion Loan at B2 DELTA MILLS: GMAC Wants Court to Disapprove Disclosure Statement DEVON ENERGY: Plans New $1 Billion Short-Term Credit Facility DOBSON COMMS: Fitch Puts Rating on Positive Watch on AT&T Offer DOBSON COMMS: AT&T Offer Prompts Moody's to Review Ratings DOBSON COMMS: AT&T Offer Prompts S&P's Positive CreditWatch DOLLAR GENERAL: Buck Gives Tentative Pricing for Notes Offer EXAERIS INC: Voluntary Chapter 11 Case Summary EXCELCARE INC: Case Summary & 20 Largest Unsecured Creditors FIAT SPA: Unit Eyes Joint Venture with Russia's Avtopribor FORD MOTOR: Commences Conversion Offer for Unit's 6.5% Securities GAP INC: Eyes Closure of Unprofitable United Kingdom Outlets GENERAL MOTORS: UAW Leaders Say Strike Possible in Labor Talks GOLDMAN SACHS: Moody's Withdraws Ratings on Five Notes GP INVESTMENTS: Fitch Says Pledge of Share Won't Affect Ratings GRANCO INDUSTRIES: Voluntary Chapter 11 Case Summary HARLAN SPRAGUE: Moody's Affirms B2 Corporate Family Rating HARLAN SPRAGUE: S&P Affirms B+ Corporate Credit Rating HILTON HOTELS: Inks First Conrad Management Pact in South America IMAX CORPORATION: Moody's Junks Corporate Family Rating INGRAM MICRO: Sets Aside $15 Mil. for Wells Notice-Related Loss INTERSTATE BAKERIES: Wants to Sell N. Carolina & Mass. Properties INVACARE CORP: Extends Tender Offer Expiration to July 12 INVESTORS FINANCIAL: Fitch Upgrades then Withdraws Ratings IPSCO INC: Receives Requisite Consents for 8-3/4% Senior Notes J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2 JDA SOFTWARE: Good Operating Performance Cues S&P's Pos. Outlook KENDLE INT'L: Inks Pact with UBS to Increase Loan Amount KINETIC CONCEPTS: Moody's Affirms Ba2 Corporate Family Rating KINETIC CONCEPTS: S&P Affirms Corporate Credit Rating at BB LEASE INVESTMENT: Fitch Downgrades Ratings on Four Note Classes LAJITAS RESORT: Case Summary & 27 Largest Unsecured Creditors LIBERTY BRANDS: U.S. Trustee Wants Case Converted to Chapter 7 LID LTD: Wants Exclusive Plan-Filing Period Extended to Dec. 15 LN ACQUISITION: Moody's Affirms B2 Corporate Family Rating MANOR CARE: Inks $6.3 Billion Privatization Deal with Carlyle MANOR CARE: $6.3 Billion Carlyle Deal Cues S&P to Cut Ratings MCDERMOTT INT'L: Good Performance Cues Moody's to Upgrade Ratings MCKINNON & SON: Case Summary & 32 Largest Unsecured Creditors MEYER-SUTTON: Wants Ch. 11 Case Converted to Chapter 7 Liquidation MILA INC: Case Summary & 20 Largest Unsecured Creditors MORTGAGE NOTES: Voluntary Chapter 11 Case Summary MOUNTAIN INT'L: Case Summary & 20 Largest Unsecured Creditors MOVIE GALLERY: In Talks with Lenders on Plan to Cure Defaults NASDAQ STOCK: May Oppose Borsa Italiana Deal, Says LSE NASDAQ STOCK: Inks Pact to Acquire Directors Desk NELLSON NUTRACEUTICAL: Alvarez & Marsal OK'd as Financial Advisor NEWCOMM WIRELESS: Lopez-Zambrana Approved as Special Tax Counsel NORTH OAKLAND: Poor Performance Cues Moody's to Bond Rating NORTHWEST AIRLINES: AMFA Gives Management "No Confidence" Vote OPTIMA OIL: Voluntary Chapter 11 Case Summary ORECK CORP: Weak Liquidity Position Cues S&P to Junk Ratings PARMALAT SPA: Court Allows Investors to Pursue Securities Action PETROLEUM GEO: Establishes New $950 Million Credit Facility PSS WORLD: Invests $22.5 Million in athenahealth QUAKER FABRIC: Defaults on Loan Obligations, Mulls Liquidation RADIATION THERAPY: Completes $50 Million Credit Facility Expansion RADIO ONE: S&P Holds Ratings and Retains Negative CreditWatch REALOGY CORP: Change of Control Offer for Notes Ends REDDY ICE: $1.1 Bil. GSO Capital Merger Cues S&P's Negative Watch RIVER ROCK: Planned Expansion Prompts S&P's Stable Outlook SALVAGE SERVICES: Case Summary & 19 Largest Unsecured Creditors SAMPLES-BAKER: Case Summary & Four Largest Unsecured Creditors SANMINA-SCI: Ireland Trade Minister Unveils EUR30 Million Deal SAXON ASSET: Fitch Retains Junk Rating on 1999-5 Class BF-1 Loan SEA CONTAINERS: Wants Line of Credit to Non-Debtor Unit Modified SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing SEVEN CHILDREN: Case Summary & Two Largest Unsecured Creditors SMARTIRE SYSTEMS: April 30 Balance Sheet Upside-Down by $15 Mil. SPIKE MOTOPLEX: Voluntary Chapter 11 Case Summary SWIFT & COMPANY: Moody's Retains Review on Ratings TERRESTRIAL ENTERPRISES: Case Summary & 2 Largest Unsec. Creditors THERMADYNE HOLDINGS: Expands Borrowing Capacity to $100 Million TRUMP ENTERTAINMENT: Discloses Results of Strategic Review TUCSON ELECTRIC: Plans Power Rate Increase to Cover Rising Costs UNIFIED WORLDWIDE: Case Summary & 8 Largest Unsecured Creditors US ENERGY: In Final Talks with Chief Executive Officer Candidate VALEANT PHARMA: Settles Patent Infringement Suit with Kali Labs VIATEL HOLDING: Deloitte & Touche Raises Going Concern Doubt VISHAY INTERTECH: Wants to Waive Rights to Settle Notes Amount WHEELS UP: Case Summary & 20 Largest Unsecured Creditors WINCOPIA FARMS: Case Summary & Two Largest Unsecured Creditors WORKFLOW MANAGEMENT: Moody's Affirms B2 Corporate Family Rating * Fitch Takes Various Ratings Actions on 13 Transactions * GE Commercial Names David Gozdecki as Managing Director * Lord Bissell & Brook Elects 13 New Partners to Four Offices * Reed Smith Adds Three Attorneys to Los Angeles Practice * Eric Prezant Joins Bryan Cave's Bankruptcy & Restructuring Group * Upcoming Meetings, Conferences and Seminars ********* 925 ORIOLE: Case Summary & Five Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 925 Oriole, LLC 5405 Alton Parkway, Suite 5A-545 Irvine, CA 92604 Bankruptcy Case No.: 07-11931 Type of Business: The Debtor previously filed for Chapter 11 protection on March 29, 2006 (Bankr. C.D. Calif. Case No. 06-10392). Chapter 11 Petition Date: June 28, 2007 Court: Central District Of California (Santa Ana) Debtor's Counsel: Michael G. Spector, Esq. 2677 North Main Street, Suite 800 Santa Ana, CA 92705 Tel: (714) 835-3130 Fax: (714) 558-7435 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rancho Palos Verdes Loan $925,000 Holding Co., LLC 655 Deep Valley Drive Suite 307 Palos Verdes, CA 90274 Mark Helsing Loan $45,000 17411 Irvine Boulevard, Suite D Tustin, CA 92780 Rufino Ruiz Services Rendered $30,000 29735 Niguel Road C Laguna Niguel, CA 92677 David Altshuler Legal Fees $20,000 Bruno Magiacomo Services Rendered $15,000 AERCO LIMITED: Fitch Places CCC Ratings on Watch Negative --------------------------------------------------------- Fitch Ratings has taken these rating actions on AerCo Limited: The ratings on these classes are placed on rating watch negative: -- Class A-3 notes, rated 'BBB-'; -- Class A-4 notes, rated 'BBB'; -- Class B-1 notes, rated 'CCC/DR4'; -- Class B-2 notes, rated 'CCC/DR4'. The ratings on these classes remain unchanged: -- Class C-1 notes, rated 'C/DR6'; -- Class C-2 notes, rated 'C/DR6'; -- Class D-2 notes, rated 'C/DR6'. The senior classes being placed on rating watch negative reflects decreasing recovery prospects resulting from declining cash flow. Over the life of the transaction, average collections net of expenses have been relatively consistent showing a gradual decline overall. Fitch's analysis incorporated the expected net cash flow to be available to the trust over the remaining life of the transaction. Fitch's expected cash flow takes several factors into account, including aircraft age, portfolio value, potential lease rates on the aircraft and perceived liquidity of the aircraft in the portfolio. In addition, net cash flow in recent months has not been enough to fully fund the Second Collection Account Top-Up, resulting in interest shortfalls for the B, C, and D classes and less liquidity available to the overall transaction. The Class B notes have received partial interest payments since the initial shortfall, but it is unknown if and for how long the Class B notes will continue receiving interest payments. AerCo is a special purpose limited liability Jersey company formed to conduct limited activities, including the buying, owning, leasing and selling of commercial jet aircraft. In July 1998 AerCo issued $800 million of notes to acquire a portfolio of 35 aircraft. In July 2000, AerCo issued $960 million of notes to refinance its class A-1 and D-1 notes and to acquire an additional 30 aircraft. AMERICAN GENERAL: Fitch Revises Recovery Rating on C Rated Notes ---------------------------------------------------------------- Fitch upgrades one class and revises the distressed recovery rating on one class of notes issued by American General CBO 1998-1 Ltd./American General CBO 1998-1 Corp. These rating actions are effective immediately: -- $33,181,189 class B-1 notes upgraded to 'A' from 'BB'; -- $25,000,000 class B-2 notes remain at 'C' and the DR rating revised to 'DR3' from 'DR6'. American General is a collateralized bond obligation that closed November 5, 1998 and is managed by AIG Global Investment Group. The portfolio is composed of high yield corporate bonds. Included in this review, Fitch discussed the current state of the portfolio with the asset manager and their portfolio management strategy going forward. In addition, Fitch conducted cash flow modeling utilizing various default timing and interest rate scenarios to measure the breakeven default rates going forward relative to the minimum cumulative default rates required for the rated liabilities. Since the last review on December 13, 2005, the class A-2 and A-3 notes have been paid-in-full, making the B-1 notes the most senior in the capital structure. The class A-2 notes were redeemed on December 15, 2006 and the class A-3 notes on June 15, 2007. On the June 15, 2007 payment date, the B-1 notes also received over $10 million in principal redemption, in part due to the failing class B overcollateralization (OC) test. According to the June 4, 2007 trustee report, the class B OC test is 95.3% relative to a minimum threshold of 108%. As long as the test continues to fail, interest and principal proceeds after paying class B-1 current interest will be diverted to redeem the class B-1 notes. The overall credit quality of the portfolio has improved since the last review, with a decreased amount of defaulted securities and a smaller percentage of assets rated 'CCC+' or lower in the portfolio of assets. The class B-2 notes are not expected to receive any cash flows until the class B-1 notes are paid-in-full, after which interest and principal proceeds will be used to redeem the class B-2 notes. The discounted recovery expectation for this class has improved to the 'DR3' range since the last review. The rating of the class B-1 notes addresses the likelihood that investors will receive ultimate and compensating interest payments as per the governing documents, as well as the stated balance of principal by the stated maturity date. The rating of the class B- 2 notes addresses the likelihood that investors will receive their stated balance of principal by the legal final maturity date. ARCADIA RESOURCES: Losses Cues Going Concern Doubt Opinion ---------------------------------------------------------- BDO Seidman LLP in Troy, Michigan expressed substantial doubt about Arcadia Resources, Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended March 31, 2007, and 2006. The auditing firm pointed to the company's recurring losses from operations. The company posted a $43,772,273 net loss on $158,411,484 of total revenues for the year ended March 31, 2007, as compared with a $4,710,911 net loss on $130,928,641 of total revenues in the prior year. At March 31, 2007, the company's balance sheet showed $117,227,773 in total assets, $63,144,271 in total liabilities and $54,083,502 in stockholders' equity. For the year ended March 31, 2007, net cash used in operating activities increased to $13,778,644 from $7,385,116 in the prior year, net cash used in investing activities decreased to $15,867,213 from $16,743,448 in the prior year and net cash provided by financing activities increased to $32,109,835 from $23,246,640 in the prior year. The company's operating expenses doubled to $92,465,000 for the year ended March 31, 2007, from $45,501,000 in the prior year. For the year ended March 31, 2007, selling, general and administrative expenses increased to $65,288,000 from $43,175,000 in the prior year and depreciation and amortization increased to $4,256,000 from $2,326,000 in the prior year. The company also incurred $22,921,000 in goodwill and intangible asset impairment for the year ended March 31, 2007. Selling, general and administrative expenses Selling, general and administrative expenses for the year ended March 31, 2007 were $65,288,000, or 40.9% of revenues, as compared with $43,175,000, or 33% of revenues, for the year ended March 31, 2006, which represents a $22,019,000 or 50.2% increase in total selling, general and administrative expenses. Overall, the company's selling, general and administrative expense increased as all segments expanded into new geographic locations, as legal fees increased due to the increased complexity of the company's organizational structure, and as compliance efforts relating to Sarbanes-Oxley 404 increased. In addition, additional expenses were incurred relating to licensure issues subsequent to certain acquisitions and to the integration of operations for all acquired entities into an overall central structure. Management anticipates operating expenses to decrease during the year ended March 31, 2008 as it works towards improving operating efficiencies subsequent to the period of rapid growth primarily through acquisition. Depreciation and amortization Depreciation expense included in cost of revenues, which represents depreciation related to equipment rented to patients, was about $2,857,000 for the year ended March 31, 2007, as compared with $1,100,000 in the prior year, an increase of $1,804,000 or 171%. The increase reflects the significant increase in equipment currently being rented by the Products segment, which is consistent with the growth in the Products segment revenue. The amount of rental equipment owned by the company increased by about $3,443,000 during the year ended March 31, 2007. Rental equipment is depreciated over three years. Total depreciation and amortization expense included in operating expenses was about $4,256,000 for the year ended March 31, 2007, as compared with $2,326,000 in the prior year, an increase of $1,930,000 or 83%. Depreciation and amortization of property and equipment was about $1,467,000 for the year ended March 31, 2007, as compared with $781,000 in the prior year, an increase of $686,000 or 87.7%. The increase reflects the increase in property and equipment subsequent to various current year acquisitions, as well as a full year of depreciation expense on property and equipment acquired as part of prior year acquisitions. Interest expenses Interest expense was $3,625,000 for the year ended March 31, 2007, as compared with $2,523,000 in the prior year, an increase of $1,102,000 or 43.7%. Interest income was $53,000 for the year ended March 31, 2007, as compared with $66,000 in the prior year, a decrease of $13,000 or 18.5%. The increase in interest expense is due to the increase in total interest bearing liabilities (lines of credit, long-term obligations and capital leases) during the year ended March 31, 2007. As of March 31, 2007, the total balance of interest bearing liabilities was $46,890,000, as compared with $19,772,000 in the prior year, an increase of $27,118,000. The average balance of interest bearing liabilities (computed based on the balance at each year end divided by two) for the year ended March 31, 2007 was $33,331,000, as compared with $21,299,000 in the prior year, an increase of $12,033,000 or 56.5%. Borrowings from Jana Master Fund, Ltd. totaling $19,564,000 incurred during the year ended March 31, 2007 represent the primary reason for the net increase in interest bearing liabilities. These funds were primarily used for the Product segment acquisitions and the expansion of the Clinics segment. Income taxes Income tax expense was $138,000 for the year ended March 31, 2007, as compared to $119,000 in the prior year, an increase of $19,000 or 16.3%. Due to the company's losses in recent years, it has paid nominal federal income taxes. The income tax expense is primarily the result of state income tax liabilities of the subsidiary operating companies. For federal income tax purposes, the company had significant permanent and timing differences between book income and taxable income resulting in combined net deferred tax assets of $14,247,000 to be utilized by the company for which an offsetting valuation allowance has been established for the entire amount. The company has a net operating loss carry forward for tax purposes totaling $17,227,000 that expires at various dates through 2027. Internal Revenue Code Section 382 rules limit the utilization of certain of net operating loss carry forwards upon a change of control of the company. It has been determined that a change in control took place, and as such, the utilization of $770,000 of the net operating loss carry forwards will be subject to severe limitations in future period. A full-text copy of the company's 2007 annual report is available for free at http://ResearchArchives.com/t/s?215d About Arcadia Resources Headquartered in Southfield, Mich. Arcadia Resources, Inc. (AMEX: KAD) -- http://www.arcadiaresourcesinc.com/-- provides in-home health care and retail/employer health care services in the U.S. The company operates in four segments: Services, Products, Pharmacy, and Clinics. The Services segment offers medical staffing services, including home healthcare and medical staffing, as well as light industrial, clerical, and technical staffing services. It provides physical therapists, occupational therapists, speech pathologists, and medical social workers, as well as offers home care, medical and non-medical staffing. The Products segment engages in the marketing, rental, and sale of products and equipment, including a catalog out-sourcing and product fulfillment business, which sells various medical equipment product offerings. The Pharmacy segment provides pharmacy services to grocery pharmacy retailers and offers DailyMed, a compliance packaging medication system, to at-home patients and senior living communities. It offers various services and products, such as dispensing of pills and other medications, multi-dose strip medication packages, respiratory supplies and medications, diabetic care management, drug interaction monitoring, and special assisted living medication packaging. The Clinics segment focuses on establishing non- emergency medical care facilities in retail location host sites. ASARCO LLC: Sells Salt Lake Property to Olene Walker for $2.27MM ---------------------------------------------------------------- In an auction held on June 29, 2007, Olene S. Walker Housing Loan Fund offered to buy ASARCO LLC's 6.9 acres of real property located in Salt Lake City, Utah, for $2,276,000. Upon consideration, ASARCO determined that Olene S. Walker is the best and highest bidder. Accordingly, the Court authorizes ASARCO to sell the Salt Lake Property to Olene S. Walker pursuant to a purchase agreement. Olene S. Walker has paid $76,000 as good faith deposit. At the closing of the Sale, Olene S. Walker will transfer the remaining amount to ASARCO. The real property records of Salt Lake City reflect a valid lien in favor of Donald Branin and certain parties for the benefit of the Branin Class in the litigation titled Donald Branin, et al., vs. Asarco Inc., pending in the U.S. District Court for the Western District of Washington. ASARCO LLC will pay $373,784, plus $60 per diem from June 29, 2007 until fully paid, in full and final satisfaction of the Branin Class' lien. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Wants Exclusive Plan-Filing Period Extended to Dec. 10 ------------------------------------------------------------------ ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to further extend the exclusive period for them to file a plan of reorganization until Dec. 10, 2007, and extend the exclusive period for them to solicit acceptances of that plan until Feb. 11, 2008. James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas, relates that in an April 2007 hearing, the Debtors presented to the Court and to several parties-in-interest a plan of reorganization exit process timeline for identifying a plan sponsor and plan structure that maximizes the value of the assets of the estates. The Exit Process Timeline describes the process and tentative timetable developed by the Debtors' financial advisors, Lehman Brothers, Inc., to identify parties interested in co-sponsoring a Debtor-proposed plan of reorganization and to provide them access to the Debtors' information for assessing plan alternatives. The Exit Process Timeline was shared with key constituents including the Official Committee of Unsecured Creditors for the Asbestos Subsidiary Debtors, the Future Claims Representative, the United Steelworkers, the Department of Justice and counsel for the majority bondholders. Mr. Prince tells the Court that the Debtors are on time or ahead of the original timeline proposed in April. The Debtors distributed a Background Information document to Potential Plan Sponsors on April 27, 2007. Since that date, the Debtors have completed their five-year business plan and distributed proposed confidentiality agreements to Potential Plan Sponsors, Mr. Prince adds. The Debtors have also executed confidentiality agreements with various Potential Plan Sponsors. The Debtors and their financial advisors spent April and May and early June 2007 populating the virtual data room that will be utilized for due diligence. Due diligence has commenced, Mr. Prince informs tells Schmidt and the Debtors soon hope to be able to engage in informal discussions with Potential Plan Sponsors to assess credentials and objectives of those Potential Plan Sponsors. Mr. Prince also relates that the Debtors' deadline to file Chapter 5 causes of action under the Bankruptcy Code is on August 9, 2007. Mr. Prince says that the Debtors, with the support of outside counsel and in coordination with the Official Committee of Unsecured Creditors for ASARCO LLC, is currently analyzing potential Chapter 5 causes of action to determine whether or not reasonable grounds exist to pursue them. In February 2007, ASARCO filed an action against Americas Mining Corporation to avoid the fraudulent conveyance of ASARCO's 54.2% ownership interest in Southern Peru Copper Corporation and seek the return of its SPCC ownership. SPCC's current market capitalization is more than $20,000,000,000, according to Mr. Prince. ASARCO also commenced an action against Montana Resources, Inc., to avoid the fraudulent transfer of ASARCO's 49.9% interest in a Montana-based, mining-operations partnership to its partner MRI. In addition, the Debtors filed an avoidance action against Mineral Park Inc. to retain one of their copper mills that was being dismantled by a prepetition purchaser. Mr. Prince asserts that the Debtors require additional time to complete the Exit Process Timeline, conclude the estimation of their contingent liabilities, and propose a reorganization plan. Mr. Prince assures the Court that the Debtors are not seeking an extension of their Exclusive Periods as a tool to pressure creditors to accept their reorganization plan or otherwise abide by their agenda. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ASSOCIATED ESTATES: S&P Lifts Corporate Credit Rating to B+ from B ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Associated Estates Realty Corp. to 'B+' from 'B'. At the same time, S&P raised the preferred stock rating to 'CCC+' from 'CCC'. Additionally, S&P revised the outlook to stable from positive. Roughly $58 million in rated preferred stock was affected. "The upgrades reflect stable debt protection measures supported by cash flow from a portfolio with improved geographic diversity and asset quality," explained Standard & Poor's credit analyst Tom Taillon. "In addition, the company has achieved a stronger, albeit still highly leveraged, financial profile with enhanced liquidity through a new and larger unsecured credit facility. However, the ratings also reflect a concentration in slower-growth multifamily markets and an aggressive financial profile." Standard & Poor's expects the better-positioned core portfolio of multifamily assets to provide a more stable cash flow stream over the near term. Continued strengthening of the portfolio through asset recycling, along with an improved financial profile would result in further positive momentum in the outlook and/or ratings. The ratings could come under pressure if the company experiences a sharp and unexpected decline in operating performance in one of its concentrated markets. BALLY TOTAL: Secures $292 Mil. DIP Financing from Morgan Stanley ---------------------------------------------------------------- Bally Total Fitness Holding Corporation has entered into a commitment letter with Morgan Stanley Senior Funding Inc., as sole lead arranger and sole bookrunner for $292 million of super- priority secured debtor-in-possession and senior secured exit credit facilities. Both facilities provide for a $50 million revolving credit facility and a $242 million term loan. The DIP facility will refinance the existing senior secured credit facility and provide working capital during the pendency of the contemplated Chapter 11 case. Upon consummation of a prepackaged plan of reorganization and satisfaction of certain other conditions, the DIP facility will convert into a senior secured exit facility, including a revolving credit facility with a maturity of no more than five years and a term loan with a maturity of no more than 6 years. The commitment letter is subject to customary closing conditions for a DIP financing. As previously reported in the Troubled Company Reporter, has commenced the formal process of soliciting approvals for a prepackaged chapter 11 Plan of Reorganization from holders of the company's 10-1/2% Senior Notes due 2011 and Senior Subordinated Notes. If the company receives the requisite noteholder approvals, it will proceed to implement the Plan by promptly filing a voluntary prepackaged petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code, as described in the solicitation materials. The company says that the voting agent must receive votes on the Plan no later than 4:00 p.m. ET on July 27, 2007, unless this deadline is extended. Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (NYSE: BFT)(OTC BB: BFTH) -- http://www.ballyfitness.com/-- is a commercial operator of fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers. BAUSCH & LOMB: Sues Alcon for False & Misleading Advertising ------------------------------------------------------------ Bausch & Lomb filed a civil suit with United States District Court for the Western District of New York against Alcon Laboratories, Inc., seeking to stop a broad-based advertising campaign of false and misleading claims about ReNu MultiPlus(R) multi-purpose contact lens solution and other contact lens care solutions. The suit also seeks damages for the loss of sales based on Alcon's deceitful claims, as well as corrective advertising. ReNu MultiPlus is a trademark of Bausch & Lomb. At the center of the complaint is Alcon's widespread use of a red/yellow/green color-coding chart to report the results of corneal staining tests run with various brands of contact lenses and multi-purpose solutions. With this chart, Alcon communicates that green solution-lens combinations are safe, yellow combinations warrant caution, and red combinations are unsafe and should be avoided. Contrary to Alcon's repeated messages to doctors and consumers concerning the yellow- and red-designated combinations, scientific studies and clinical evidence to date have classified such staining as superficial punctate, which is considered to be clinically insignificant. The chart, which is used widely in Alcon advertising and promotional activities, was created by Dr. Gary Andrasko, an optometrist in private practice in Columbus, Ohio, whose research has been supported by a grant from Alcon Research Ltd. "The color-coding of corneal staining levels is wholly arbitrary and without clinical relevance," said Robert Moore, vice president and general manager of Bausch & Lomb's U.S. vision care and OTC eye care business. "It intentionally exaggerates clinically- insignificant differences. Alcon is extensively reporting conclusions not supported by the research, thus intentionally misleading, confusing and deceiving the eye care community and consumers. "Alcon's progressive encroachment and disingenuous actions are not only damaging the Bausch & Lomb brand, but also causing harm to the broader eye care marketplace. The medical industry has always demanded clinically-relevant data, not promotional claims posing as science, and Alcon must be held to that same standard." Corneal staining describes the diagnostic process by which a medical practitioner applies a sodium fluorescein dye to the surface of a patient's eye to evaluate the ocular surface in contact lens wearers and non-wearers alike. A proper evaluation measures area, type and depth; by contrast, Alcon uses a simplistic one-dimensional approach that considers only a subjective estimate of area, while ignoring the critical attributes of type and depth. Almost 8 of 10 normal, non-contact lens wearing patients exhibit low-level corneal staining, and low-level corneal staining is commonly observed in successful contact lens wearers. In the vast majority of cases, such corneal staining is transient in nature and asymptomatic. Alcon's own research confirms that the staining identified in its promotional chart is both transient and asymptomatic. However, the chart is being used improperly to attack the safety of ReNu MultiPlus, a product that has been used successfully by millions of consumers for the last ten years, and which is the number one selling formulation in the U.S. Alcon is majority owned by Nestle S.A. and incorporated in H�nenberg, Switzerland, with U.S. operations based in Fort Worth, Tex. About Bausch & Lomb Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE: BOL) -- http://www.bausch.com/-- develops, manufactures, and markets eye health products, including contact lenses, contact lens care solutions, and ophthalmic surgical and pharmaceutical products. The company is organized into three geographic segments: the Americas; Europe, Middle East, and Africa; and Asia (including operations in India, Australia, China, Hong Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand). In Latin America, the company has operations in Brazil and Mexico. * * * As reported in the Troubled Company Reporter on May 28, 2007, the Warburg Pincus Deal prompted Standard & Poor's Ratings Services to lower its ratings on Bausch & Lomb and placed them on CreditWatch with negative implications. Among others, S&P lowered the company's corporate credit rating to 'BB+' from 'BBB'. According to S&P, even if the transaction is not consummated, management's willingness to aggressively increase leverage to this extent is not commensurate with an investment-grade rating. Additionally, Moody's Investors Service said it will continue its review of Bausch & Lomb's ratings for possible downgrade, including the company's Ba1 Corporate Family rating. Sidney Matti, an analyst at Moody's, stated that, "The review for possible downgrade will focus primarily on the company's post- acquisition capital structure and the likelihood that BOL's post- acquisition credit metrics would fall below the 'Ba' rating category." Furthermore, Fitch maintained its Negative Rating Watch on Bausch & Lomb emphasizing that the transaction would significantly increase leverage and likely result in a multiple-notch downgrade. Fitch also warns that the transaction would result in an Issuer Default Rating of no higher than 'BB-'. BLOCKBUSTER INC: James W. Keyes Appointed as Chairman and CEO ------------------------------------------------------------- Blockbuster Inc. disclosed the appointment of James W. Keyes as the company's new Chairman and Chief Executive Officer effective today. Mr. Keyes is the former president and CEO of 7-Eleven Inc. and a 21-year veteran of the world's largest chain of convenience stores. He replaces current Chairman and CEO John F. Antioco, who will be assisting with an orderly corporate transition. Under Mr. Keyes' leadership as president and CEO of 7-Eleven from 2000 to 2005, the company experienced record sales and profits and implemented new retail systems technology that improved product assortment decisions in every store. He also ushered in a new era for 7-Eleven through the introduction of a host of new electronic services, which helped the convenience-store chain become as well known for its cutting-edge use of technology as for Slurpees(R). Additionally, he collaborated with manufacturers across all merchandise categories to develop new products, enabling the company to introduce as many as 50 new items each week in advance of the competition. When Mr. Keyes retired upon the sale of the company in 2005, 7-Eleven had produced 36 consecutive quarters of same-store sales increases and had some 6,000 franchised and company-owned stores in the U.S. and Canada with 30,000 stores worldwide. "Jim is results-oriented, strategic and able to identify practical, yet highly creative solutions to complicated business problems," Carl C. Icahn, a member of the Blockbuster Board of Directors, said. "Most importantly, he has a strong multi-unit retailing background and an impressive record of introducing new customer-focused technologies into a business that have driven financial results. With his extensive background in finance, operations and marketing, and as a former CEO of a Fortune 500 company, he is exactly the right person to become the next leader of Blockbuster. The rest of the board and I are extremely pleased to welcome Jim to the company." "We also want to express our appreciation to John Antioco for his years of service to Blockbuster," Mr. Icahn continued. "Thanks to John's leadership over the past decade, Blockbuster has transformed itself numerous times, and I believe the initiative he most recently helped put in place, namely BLOCKBUSTER Total AccessT, should help position the company for future growth. All of us wish John well in his future endeavors." "Blockbuster has a world-class brand and is a highly regarded leader in the home entertainment industry," Mr. Keyes said. "I look forward to the opportunity to work with the Blockbuster team to better serve our customers and to position Blockbuster for profitable growth and an even stronger future." Mr. Keyes graduated cum laude and Phi Beta Kappa with a Bachelors degree from the College of the Holy Cross in Massachusetts and earned an MBA from Columbia University. From 1980 to 1985, he worked for Gulf Oil and in 1985 joined CITGO Petroleum, which was then a subsidiary of 7-Eleven Inc. Mr. Keyes served in a variety of positions with 7-Eleven, including chief financial officer, executive vice president and chief operating officer, and in 2000 was named president and CEO of 7-Eleven Inc. Mr. Keyes serves on numerous civic boards, including the national board of governors of the American Red Cross, the Dallas Center for Performing Arts, the Cooper Institute and the SMU/Cox School of Business. A recipient of the Horatio Alger Award in 2005, Keyes was also the founder of the Education is Freedom foundation, which provides college scholarships for hard-working young students. Mr. Keyes and his wife of 17 years, Margo Bernadette Keyes, reside in Dallas. Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/-- provides in-home movie and game entertainment, with more than 9,000 stores throughout the Americas, Europe, Asia and Australia. The company also operates in Taiwan, Thailand, and New Zealand. * * * Blockbuster Inc.'s 9% Senior Subordinated Notes due 2012 holds Moody's Investors Service's Caa2 rating, Standard & Poor's Ratings Services' CCC+ rating, and Fitch Ratings' CC rating. BLOCKBUSTER INC: Plans to Shutter 282 Stores in 2007 ---------------------------------------------------- Blockbuster Inc. expects to close 282 domestic stores in 2007, a plan to optimize its store base, according to an investor presentation filed with the U.S. Securities and Exchange Commission. The company believes that the 2007 closures will have similar benefits to the 2006 closures. In 2006, the company closed 290 domestic Blockbuster stores in close proximity to another Blockbuster store, transferring 25% of the revenue from closed stores to surrounding stores at a high margin. Blockbuster Total Access The company has invested significantly in Blockbuster Total Access during the first half of 2007 to capture market share in the overall video rental market and to set the stage for the expected future profitability of its online rental business. Results of the program are: a) Doubled subscriber growth, reaching 3 million subscribers at the end of the quarter; b) More store traffic and transactions; and c) Continuing improvement of operating metrics. Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/-- provides in-home movie and game entertainment, with more than 9,000 stores throughout the Americas, Europe, Asia and Australia. The company also operates in Taiwan, Thailand, and New Zealand. * * * Blockbuster Inc.'s 9% Senior Subordinated Notes due 2012 holds Moody's Investors Service's Caa2 rating, Standard & Poor's Ratings Services' CCC+ rating, and Fitch Ratings' CC rating. BUCKEYE TECH: Steven Dean Promoted to Senior Vice President & CFO ----------------------------------------------------------------- Buckeye Technologies Inc. has promoted Steven G. Dean, currently Vice President and Chief Financial Officer, to Senior Vice President and Chief Financial Officer effective July 1, 2007. Mr. Dean was elected Vice President and Controller Feb. 8, 2006, and was appointed Vice President and Chief Financial Officer July 1, 2006. He is a graduate of Millsaps College with a degree in Business Administration and earned a MBA at Northwestern University. He joined Buckeye in 1999 and has held positions of increasing responsibility in the finance organization. Prior to joining Buckeye, Steve held various financial management positions with Thomas & Betts and Hewlett- Packard. Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. (NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets specialty fibers and nonwoven materials. The company currently operates facilities in the United States, Germany, Canada, Brazil, and Australia. Its products are sold worldwide to makers of consumer and industrial goods. * * * As reported in the Troubled Company Reporter on June 19, 2007, Moody's upgraded Buckeye Technologies, Inc.'s corporate family rating to B1 from B2 and maintained a stable outlook. All other ratings were upgraded by one notch while the unsecured notes were affirmed at B2. BUCKEYE TECH: Committee Okays Steven Dean's Compensation Increase ----------------------------------------------------------------- Buckeye Technologies Inc.'s compensation committee approved a salary increase of $45,000 per year for Steven G. Dean effective July 1, 2007, in connection with the recommendation that Mr. Dean be promoted to senior vice president and chief financial officer. Prior to his July 1 promotion, Mr. Dean was the company's vice president and CFO, and his base salary was $200,000. About Buckeye Technologies Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. (NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets specialty fibers and nonwoven materials. The company currently operates facilities in the United States, Germany, Canada, and Brazil. Its products are sold worldwide to makers of consumer and industrial goods. * * * As reported in the Troubled Company Reporter on June 19, 2007, Moody's upgraded Buckeye Technologies, Inc.'s corporate family rating to B1 from B2 and maintained a stable outlook. All other ratings were upgraded by one notch while the unsecured notes were affirmed at B2. CALPINE CORP: Wants Court to Approve Canadian Debtors Settlement ---------------------------------------------------------------- Calpine Corporation and its debtor-affiliates ask The Honorable Burton R. Lifland of the United States Bankruptcy Court for the Southern District of New York to approve their Settlement with the Canadian Debtors. On December 20, 2006, nine of Calpine Corporation's Canadian subsidiaries and affiliates, including Calpine Canada Energy, Ltd., commenced proceedings under the Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta. After the 2005 fiscal year, the Canadian Debtors were deconsolidated from the U.S. Debtors for accounting and financial reporting purposes. Most of the Canadian Debtors are investment vehicles created to raise funds for, and make investments on behalf of, Calpine Corp. and certain of its foreign subsidiaries. As of the commencement of the CCAA Proceedings, the Canadian Debtors' principal assets were intercompany claims against the U.S. Debtors; cash; and certain subordinated interests in the Calpine Power Income Fund, an entity holding interests in several power generation facilities in Canada. After the commencement of the U.S. Cases and the CCAA Proceedings, the U.S. and Canadian Debtors realized that a host of cross-border issues needed to be addressed. Sale of the ULC1 Bonds In July 2005, Calpine Corp. transferred approximately $360,000,000 of repurchased bonds issued by Calpine Canada Energy Finance ULC to Calpine Canada Resources Company, a Canadian Debtor. The repurchased ULC1 Bonds represented the Canadian Debtors' single largest assets. Thus, the Canadian Debtors sought to sell and monetize the ULC1 Bonds, but the U.S. Debtors believe that the transfer of the ULC1 Bonds to CCRC may have been avoidable under the Bankruptcy Code. The Saltend Proceeds In 2005, Calpine Corp. sold the Saltend Energy Centre, the net proceeds of which were held in the bank account of a wholly owned indirect UK subsidiary of CCRC. The U.S. Debtors believe that they may have claims to the Saltend proceeds, based on avoidance actions stemming from the transfer of the repurchased ULC1 Bonds but the Canadian Debtors disagreed and desired to "repatriate" the Saltend proceeds to CCRC to advance the liquidation of the CCAA estates. Claims of the ULC1 Bondholders and Others In addition to the issuance of the ULC1 Bonds, a "hybrid note structure" was created that added two contractual layers to facilitate the payment of interest and principal on the ULC1 Bonds. The contractual layers included "subscription agreements" and "share purchase agreements," under which U.S. Debtor Quintana Canada Holdings, LLC, agreed to purchase shares of Calpine Canada Energy. Both the subscription agreements and the share purchase agreements were allegedly guaranteed by Calpine Corp. Several claims arising from the subscription agreements and the share purchase agreements were filed both in the Canadian Proceedings and the U.S. Cases. ULC1 filed Claim No. 4513 against Quintana and Claim No. 4515 against Calpine Corp., each asserting $2,560,000,000 based on the subscription agreements. ULC1 also filed Claim No. 4514 against Quintana and Claim No. 4511 against Calpine Corp., each asserting unliquidated amounts based on the share purchase agreement guarantee. Claims of the ULC2 Bondholders Calpine Corp. also had raised approximately $553,700,000 through another Canadian subsidiary, ULC2, by issuing bonds. Claims were filed by ULC2 bondholders both in the CCAA Proceedings against ULC2 and in the U.S. Cases based on Calpine Corp.'s alleged guarantee obligations. The Greenfield Litigation Before the Petition Date, Calpine Corp. entered into a joint venture with a unit of Mitsui Corporation to develop the Greenfield Energy Centre. In late 2006, a Canadian Debtor, Calpine Canada Natural Gas Partnership, filed a fraudulent conveyance action in the Canadian Court against Calpine Greenfield Commercial Trust alleging that a 2005 transfer of Calpine Corp.'s limited partnership interest in the project to CGCT was avoidable under Canadian law. Claims of the Calpine Power Income Fund In 2002, Calpine Corp. concluded a series of complex transactions that created the Calpine Power Income Fund, a Canadian entity, which held interests in four power plants formerly owned by Calpine Corp. Calpine Corp. allegedly guaranteed certain obligations by its Canadian subsidiaries to the Fund. The Fund has filed claims in both the CCAA Proceedings and the U.S. Cases related to the breach of certain agreements based on the underlying contractual obligation and Calpine Corp.'s guarantees of those obligations. The U.S. Debtors believe that the claims asserted by the Fund are in the hundreds of millions of dollars. The guarantee claims filed in the U.S. Cases were in unliquidated amounts. Intercompany "Books and Records" Claims Currently, the Canadian Debtors have filed approximately $1,100,000,000 of claims against the U.S. Debtors, and the U.S. Debtors have filed approximately $250,000,000 of claims against the Canadian Debtors. The claims of both parties are based on intercompany amounts shown on both sets of the companies' books and records. The Settlement The Canadian and U.S. Debtors realized that without a consensual resolution, they could be litigating for years and with no end in sight given the fact that at least two jurisdictions were involved, David R. Seligman, Esq., at Kirkland & Ellis, LLP, in New York, relates. Accordingly, the Canadian and U.S. Debtors engaged in intensive settlement discussions for over five months, involving their legal, financial and other advisors. The parties inform the Court that they are currently finalizing the Settlement Agreement. The pertinent terms of the Settlement are: (1) All intercompany claims between the U.S. and Canadian Debtors will be resolved and the amounts fixed, eliminating more than $841,000,000 of unsecured claims from the U.S. Debtors' claims register. (2) The Greenfield Litigation against the U.S. Debtors will be dismissed with prejudice to allow Calpine Corp. and Mitsui to proceed with the third party financing, development and completion of the Greenfield Energy Centre. (3) The response of the ULC1 Bondholders to the Debtors' objection to Claim No. 5742 will be withdrawn with prejudice. The ULC1 Bonds held by CCRC will then be sold and the proceeds will flow to the Canadian Debtors to be distributed to their creditors. (4) The Canadian and U.S. Debtors have agreed on a procedure by which certain third-party claims filed in the CCAA Proceedings and the related guarantee claims filed in the U.S. Cases will be resolved. The U.S. Debtors and their official committees will have the right to fully participate in any settlement or adjudication of those claims. (5) More than $10,500,000,000 in claims filed by third parties in both the CCAA Proceedings and the U.S. Cases are also resolved by the Settlement and will be withdrawn or deemed to have no value. (6) Approximately $15,000,000 in proceeds from the sale of the Calpine subsidiary Thomassen Turbine Systems, B.V., will be split evenly among the U.S. and Canadian Debtors. The Settlement also incorporates a settlement previously announced in April 2007 between the U.S. Debtors and an ad hoc group of ULC1 bondholders, Mr. Seligman adds. Highlights of the ULC1 Settlement are: (1) Approximately $12,000,000,000 of claims filed in the U.S. Cases are reduced to approximately $3,500,000,000; (2) The distribution under the Debtors' plan of reorganization on account of the ULC1 Settlement will be accorded the same treatment as the plan treatment of certain Calpine senior notes; (3) The Debtors are given the flexibility on how the ULC1 Indenture Trustee's claims are classified in their plan of reorganization; and (4) The claims filed by HSBC Bank USA, National Association, as Indenture Trustee to the ULC1 Bonds, in both the U.S. Cases and Canadian Proceedings will be disallowed. Mr. Seligman asserts that the Settlement will resolve virtually all major cross-border issues between the U.S. and Canadian Debtors. Pursuant to the Settlement, the Debtors will receive a $75,000,000 first ranking administrative charge against the net proceeds from the sale of the CCRC ULC1 Senior Notes, Mr. Seligman notes. Moreover, under the Settlement, the U.S. Debtors may receive a distribution in the CCAA Proceedings on account of their equity interests in certain of the Canadian Debtors, Mr. Seligman points out. The U.S. Debtors also ask the Bankruptcy Court to prohibit current, former, and future ULC1 Bondholders from commencing or continuing any action or proceeding against HSBC Bank as the ULC1 Indenture Trustee arising out of the ULC1 Indenture Trustee's support of the Settlement. The Canadian Debtors also seek approval of the Settlement from the Court of Queen's Bench of Alberta. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 53 Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). CARLYLE RESORTS: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Carlyle Resorts, Inc. dba Mariners Village 123 South Seventh Street Springfield, IL 62701 Bankruptcy Case No.: 07-71311 Chapter 11 Petition Date: June 28, 2007 Court: Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: Gregory K. Stern, Esq. Gregory K. Stern, P.C. 53 West Jackson Boulevard Chicago, IL 60604 Tel: (312) 427-1558 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of Carlyle Blanket Lien on all $132,000 City Administrator Personal Property 850 Franklin Street Carlyle, IL 62231 American Hotel Register Co. Trade Credit $4,547 100 South Milwaukee Avenue Vernon Hills, IL 60061 The Motorists Insurance Group Insurance Claim $1,893 471 East Broad Street Columbus, OH 43215-3861 Advance Fiberglass Trade Credit $760 Tradeshow Data Center Trade Credit $679 United Debit Supplies Trade Credit $653 Yellow Pages United Trade Credit $592 Rincon Project Group Trade Credit $495 Horizon Data Trade Credit $449 Yellow Assistance Trade Credit $287 The U.S. Telephone Directory Trade Credit $196 Royal Office Products, Inc. Trade Credit $133 West Host, Inc. Trade Credit $98 Personnel Concepts Trade Credit $53 Illinois Department Taxes Unknown of Revenue Internal Revenue Service Taxes Unknown Microtel Inns and Suites License Agreement Unknown Franchising, Inc. Default CHEVY CHASE: Moody's Rates Class B-5 Certificates at B2 ------------------------------------------------------- Moody's Investors Service assigned ratings ranging from Aaa to B2 to certificates issued by Chevy Chase Funding LLC, Mortgage-Backed Certificates, Series 2007-2. The securitization is backed by Chevy Chase Bank, F.S.B. originated or acquired 100% adjustable-rate mortgage loans with a negative amortization payment option. The ratings are based primarily on the credit quality of the loans, the structure of the transaction, and on the protection from subordination and primary mortgage insurance. The Class A-1AI and Class A-NA also have the benefit of a financial guaranty policy issued by Ambac Assurance Corp. After taking into consideration the benefit from the mortgage insurance, Moody's expects collateral losses to range from 1.25% to 1.45%. Chevy Chase Bank, F.S.B. will service the loans. The complete rating actions are : Chevy Chase Funding LLC Mortgage-Backed Certificates, Series 2007-2 -- Cl. A-1, Assigned Aaa -- Cl. A-1I, Assigned Aaa -- Cl. A-2, Assigned Aaa -- Cl. A-2I, Assigned Aaa -- Cl. A-NA, Assigned Aaa -- Cl. IO, Assigned Aaa -- Cl. NIO, Assigned Aaa -- Cl. B-1, Assigned Aaa -- Cl. B-1I, Assigned Aaa -- Cl. B-1NA, Assigned Aaa -- Cl. B-2, Assigned Aa2 -- Cl. B-2I, Assigned Aa2 -- Cl. B-2NA, Assigned Aa2 -- Cl. B-3, Assigned A1 -- Cl. B-3I, Assigned A1 -- Cl. B-3NA, Assigned A1 -- Cl. B-4, Assigned Baa3 -- Cl. B-5, Assigned B2 CHRYSLER AUTOMOTIVE: Moody's Puts Corporate Family Rating at B3 --------------------------------------------------------------- Moody's Investors Service assigned a first-time B3 Corporate Family Rating to Chrysler Automotive LLC, a B1 (LGD3, 33%) rating to the company's $10 billion senior secured, first-lien term loan, and a Caa1 (LGD4, 66%) rating to its $2 billion senior secured, second-lien term loan. The company's Probability of Default is B3 and the outlook is stable. Moody's also assigned a B1 CFR to DaimlerChrysler Financial Services Americas LLC, a B1 rating to its $4 billion first-lien term loan and revolving credit facility, and a B2 rating to its $2 billion second-lien term loan. The outlook is stable. Chrysler's B3 CFR reflects the company's vulnerability to the broad challenges confronting the entire domestic OEM sector. "Chrysler faces essentially the same competitive and cost challenges as Ford and GM," said Moody's auto analyst Bruce Clark, senior vice president. "Over the near-term the industry need's to achieve a UAW contract that meaningfully reduces health care costs and loosens work rules. Such an agreement would likely have a sizable up-front cost. "We think that the capital structure that's being established at Chrysler should put it in a reasonably good position, relative to the other domestic OEMs, to cover the up-front costs of an OPEB or health care agreement," Mr. Clark said. Aside from high health care costs and restrictive union work rules, Chrysler also must cope with declining market share, the shift in consumer preference away from large trucks and SUVs, and the need to establish better net pricing and profitability in car and crossover vehicle segments. In addition, based on comparisons with other domestic OEMs and the application of the rating factors in Moody's Global Automotive Methodology, the rating agency expects that Chrysler's operating performance, return measures, cash generation and other key credit metrics will be broadly consistent with a B3 rating. The automotive company's stable outlook reflects Moody's view that, on a relative basis, Chrysler's total adjusted debt and under-funded OPEB obligation is less burdensome than that of other domestic OEMs, and that the company's cash position is stronger. Consequently, the rating agency believes that Chrysler has better capacity to contend with a slowdown in the North American automotive market or a UAW agreement that allows for some form of buy-down of OPEB and related health care obligations. Upon its reestablishment as an independent auto maker under Cerberus control, Chrysler will benefit from an enhanced capital structure and strong liquidity. All of Chrysler's existing debt due to its former owner, DaimlerChrysler AG, will be cancelled. Going forward, the vast majority the company's debt will consist of the $12 billion in new term loans, the proceeds from which will be used to fund a sizable cash position. Moody's expects that this liquidity position will be needed to support Chrysler's restructuring initiatives, cover operating losses, and provide the means to buy-down or otherwise lower healthcare expenses and OPEB liabilities in connection with the UAW contract negotiations later this year. Chrysler will also benefit from ongoing technology relationships with DCX as well as a relatively young product offering. While these may represent competitive strengths, Moody's notes that the company will also face challenges in terms of its smaller scale than many peers as well as an expectation that its negative free cash flow will be sustained for the near term. Chrysler Automotive LLC, is headquartered in Auburn Hills, Michigan. CHRYSLER LLC: S&P Assigns Corporate Credit Rating at B ------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating on Chrysler LLC. At the same time, Standard & Poor's assigned its 'B' long-term counterparty credit rating to Chrysler affiliate DaimlerChrysler Financial Services Americas LLC. The outlooks on both companies are negative. The linkage of the ratings on the two companies reflects our consideration of DCFS as a captive finance company and is driven primarily by the strong business ties between the two entities. Standard & Poor's also assigned the following bank loan and recovery ratings: -- A 'B+' issue rating, one notch higher than the Chrysler corporate credit rating, and a '2' recovery rating to Chrysler's proposed $10 billion, first-lien term loan due 2014; -- A 'B-' issue rating, one notch below the Chrysler corporate credit rating, and a '5' recovery rating to Chrysler's proposed $2 billion, second lien-term loan due 2014; -- A 'BB-' rating, two notches higher than the DCFS counterparty credit rating, and a '1' recovery rating to DCFS's proposed $2 billon revolving credit facility and $4 billion first-lien term loan; and -- A 'CCC+' rating, two notches below the DCFS counterparty credit rating, and a '6' recovery rating to DCFS's proposed $2 billion second-lien term loan. Chrysler Holding LLC and Chrysler LLC are new legal entities being formed in connection with the acquisition of a controlling interest in the Chrysler automotive and financial businesses from parent DaimlerChrysler AG (DCX; BBB/Watch Pos/A-2) by an affiliate of Cerberus Capital Management L.P. Upon consummation of the transaction, Cerberus will own approximately 80.1% of the equity interests in unrated Chrysler Holding, the indirect parent of Chrysler and direct parent of DCFS, with DCX retaining a 19.9% stake in Chrysler Holding. The sale is not expected to close until late July, and terms and conditions are subject to change. Accordingly, S&P ratings are preliminary and are subject to consummation of the transaction and receipt and review of final documentation. Following the close of the purchase, Auburn Hills, Michigan-based Chrysler will be a privately held company and is not expected to report financial results. The company is the fourth-largest automaker in North America, based on unit sales. The ratings on Chrysler reflect the wide-ranging challenges the company faces in North America, where the vast majority of its automotive operations are located. "The company relies more heavily on North American sales of light trucks than either of its other Michigan-based competitors," said Standard & Poor's credit analyst Robert Schulz. "While it benefits from having a strong presence in the more stable minivan segment and ownership of the iconic Jeep brand, the company is in the early stages of trying to turn around its North American operations," he continued. Although the company has been profitable in recent years, Chrysler has reported steep losses for the past three quarters, and S&P expect the company to remain unprofitable until into 2009. S&P are concerned about Chrysler's negative cash flow generation during 2007 and into 2008 as it works to turn around its financial performance, despite its more than adequate liquidity relative to near-term demands. Chrysler's management and strategies, aimed at returning to profitability by 2009, are not expected to change significantly under the new ownership, at least for the near term; rather, S&P expect Chrysler to continue executing the turnaround plan announced in February 2007. The plan calls for a return on sales of 2.5% in 2009. A crucial aspect of the plan is cost reductions. Chrysler has benefited from past restructurings and seemingly has less to accomplish this time. Based on past results, S&P believe Chrysler will be successful, at least in part, in reducing its cost structure. Still, although cost reductions may prove significant, they will take considerable time to fully materialize and even longer to translate into cash flow benefits. The outlooks on Chrysler and DCFS are negative. S&P's primary concern is Chrysler's need to return its North American automotive operations--the vast majority of the company's business--to profitability. The ratings could be lowered if setbacks, whether industry-related or Chrysler-specific, were to increase the company's use of cash, delay cash savings from the latest cost- cutting and restructuring efforts, or constrict liquidity. Chrysler would need to reverse its current financial and operational trends, and sustain such a reversal, before S&P would revise their outlooks to stable. CHRYSLER LLC: Fitch Rates $12 Billion Loans at BB+ -------------------------------------------------- Fitch has initiated rating coverage on Chrysler LLC by assigning these ratings: -- Long-term Issuer Default Rating 'B+'; -- $10 billion first-lien loan 'BB+/RR1'; -- $2 billion second-lien loan 'BB+/RR1'. The $12 billion in senior secured financing will be raised following the pending acquisition of 80.1% of Chrysler's parent, Chrysler Holding LLC, by affiliates of Cerberus Capital Management, L.P. The 'RR1' Recovery Rating is based on Fitch's expectation of full recovery in the event of bankruptcy. The Rating Outlook is Stable. The rating reflects the severe competitive environment in the U.S. auto market, recent operating losses that are expected to continue through at least 2008, uncertainties regarding the extent of restructuring efforts and the pending UAW contract talks, and a deeply stressed supplier base. The Stable Outlook is based on Chrysler's market share performance since 2000, which has held up fairly well given the stiff competition and capacity expansion of transplant manufacturers as well as shifting buying patterns. The current product lineup across a number of segments, along with near-term new product introductions and a growing export market, should provide sufficient revenue support that will allow cost reductions to improve operating margins over the near term. Chrysler has made healthy improvements in its North American manufacturing operations since its merger with DaimlerChrysler AG. Steady improvement in such key areas as capacity utilization, production efficiency and flexible manufacturing, when combined with the company's market share performance, have limited operating losses despite an uncompetitive cost structure. As a result, Chrysler's restructuring efforts are far less dramatic than at Ford and GM, with only a single assembly plant currently scheduled for closure. However, over-production by Chrysler in 2006, particularly in larger vehicle segments, created bloated inventories and problematic dealer relationships. Subsequent inventory reductions through the first quarter of 2007 have returned inventories to acceptable levels with an improved mix across product segments. Nevertheless, the inventory reductions were done at a heavy cost, resulting in higher incentives, higher fleet sales, operating losses, lower residual values and damage to brand image. Consolidated operating results also disproportionately suffered from volume and price deterioration in the key pickup segment due to a cyclical decline in the housing market, heavy incentives, and tough competition from new GM and Toyota products. By the time the Dodge Ram is refreshed, the current version may be the most dated product in the market, although two pending derivatives could enhance its presence in the segment over the near term. Over the longer term, the U.S. manufacturers appear well-positioned to hold or improve their competitive position in this market, and should benefit from any eventual upturn in construction activity. Although Chrysler remains heavily exposed to larger vehicle segments, the company has been proportionately less exposed to the steep decline in mid-size and large SUV's than Ford and GM. In the second half of 2007, key product introductions include the Dodge and Chrysler minivans, and the Jeep Liberty. Chrysler enjoys a solid market position in minivans, and could be poised to capture additional share as Ford and GM contract in this segment. Also supporting volumes and revenues in 2007 and into 2008 are the Jeep Wrangler, Dodge Charger and Dodge Caliber. Balanced strength across a range of new and existing products, including smaller vehicles, should allow production efficiencies achieved over the past several years to positively impact margins, despite continuing price erosion across the industry. However, large SUV products such as the Chrysler Aspen and Jeep Commander were introduced just as this segment was in steep decline. A primary support factor for the rating is the continuing relationship between Chrysler and Daimler. In addition to a 19.9% stake that Daimler will retain in Chrysler Holding LLC, various agreements will be put in place that will cement the operating and product development ties between the two companies. Areas of cooperation include axles, a common SUV platform, V-6 engine development and more. In particular, a technology sharing agreement provides Chrysler with rights to technologies that are currently in, or designated for Chrysler products. These agreements allow Chrysler to greatly leverage its R&D efforts and capitalize on Daimler's technologies. Chrysler's access to Daimler diesel technology could provide Chrysler with a competitive advantage over the long term as the U.S. market opens to diesel applications. Chrysler is also seeking to wring major cost reductions and efficiencies out of its production process, through parts commonality, platform-sharing, reductions in engine families, re- sourcing to low-cost countries, both alone and in partnership with Daimler. Although the synergies with Daimler have not met the levels or timeline first envisioned, efficiencies and cost savings will continue to accrue over the intermediate term. Hourly buyout programs, salaried employee reductions and an expected UAW health care deal provide confidence that near-term fixed cost savings are achievable. Although Chrysler has announced $3 billion of capital spending related to powertrain products, capital spending will be reduced from heavy investment spending over the past several years. Although liquidity is very healthy, and more than sufficient to offset near-term operating losses and restructuring costs, Chrysler remains capital constrained and lacks the scale of competitors, particularly in terms of long-term product development. The agreement with Daimler represents a critical offset to this competitive disadvantage, but does not eliminate it. Legislative and regulatory issues, including higher CAFE requirements and emission standards, present long-term uncertainties and are likely to further increase the capital intensity of the industry. The significant revenue and margin pressures at Ford and GM will require significant changes to the UAW contract terms in order to reverse negative cash flows. Chrysler's fixed cost position are expected to benefit from changes in a number of areas including, outsourcing, use of non-union labor, work rules, job classifications, etc., through both the national contract and through continuing local agreements. Significant uncertainties remain around the results of the upcoming contract talks, and the risks of a labor disruption remain. Given its liquidity, operating profile and the size of its healthcare liabilities, Chrysler is uniquely positioned among the Detroit-3 in its capacity to finance a final solution to its health care liabilities. Chrysler is likely to be aggressive in pursuing such a transaction, but it is uncertain that a one-size- fits-all agreement can be reached between the UAW and Ford/GM/Chrysler within the timeline of the current talks. Chrysler's U.S. pension obligations are fully funded, and are likely to improve further following 2007 YTD returns and an eventual re-measurement of liabilities that incorporate recent buyouts. Legacy health care liabilities remain an onerous burden on cash flow, but are likely to be reduced through an expected agreement with the UAW and through the hourly buyout program. A healthy percentage of workers accepting buyout packages are taking offers that exclude future health care and pension benefits. The 'RR1' rating is based primarily on a stress analysis of recoveries valuing Chrysler on a going-concern basis. Fitch also analyzed recoveries against physical assets and in terms of the market price implied in the current transaction. Fitch's methodology incorporated changes to assumptions on Chrysler's cost-structure, margins and other liabilities that would impact going-concern valuations under a bankruptcy scenario. Recovery values do not benefit from any values associated with Chrysler Financial, given the separate ownership structures. CPI INTERNATIONAL: Commences Cash Offer for $58 Mil. Senior Notes ----------------------------------------------------------------- CPI International Inc., the parent company of Communications & Power Industries Inc., commenced a cash tender offer for up to $58 million in aggregate principal amount of its floating rate senior notes due 2015. The tender offer is being made upon the terms and conditions in the offer to purchase dated July 2, 2007, and the related letter of transmittal. CPI International intends to take advantage of market conditions and interest rates to refinance the notes, a step that would allow CPI to reduce its overall interest cost. Concurrently with the commencement of the tender offer, Communications & Power Industries, also is seeking to enter into amended or new senior credit facilities pursuant to which, among other things, it would have the ability to borrow additional funds. The initial borrowing under the new senior credit facility would be used to refinance Communications & Power Industries's existing senior credit facility and pay the tender offer consideration. Under the terms of the offer, CPI is offering to purchase a portion of the outstanding notes for a consideration of $1,030 per $1,000 principal amount of notes. Holders who tender on or prior to 5 p.m. (EDT), on July 16, 2007, the early tender date, will receive a total consideration of $1,032.50 per $1,000 principal amount of notes tendered, which includes an early tender premium of $2.50 per $1,000 principal amount of notes tendered. Holders who tender after the early tender date will receive only the purchase price, but not the early tender premium. In each case, holders that validly tender their notes will receive accrued and unpaid interest from the last interest payment date to, but not including, the settlement date of the offer. The tender offer will expire at 12 midnight (EDT) on July 30, 2007, unless extended or earlier terminated. If the aggregate principal amount of notes validly tendered exceeds $58 million, CPI will accept notes for purchase on a pro rata basis based on the principal amount of notes tendered. In the application of the proration calculation for the tender offer, CPI will round the principal amount of notes to be accepted for payment from each Holder down to the nearest $1,000. CPI will return to note holders any notes not accepted for purchase due to proration. The tender offer is contingent upon the satisfaction of certain conditions, including Communications & Power Industries entering into amended or new senior credit facilities providing for a term loan of $100 million, a revolving facility of $60 million and borrowing initial gross proceeds of at least $100 million under these new senior credit facilities on or prior to the settlement date. If any of the conditions are not satisfied or waived by CPI, CPI is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, and may even terminate the tender offer. Full details of the terms and conditions of the tender offer are included in the offer to purchase. Requests for documents may be directed to: Global Bondholder Services Corporation Information Agent and Depository Phone: (866) 807-2200 or (212) 430-3774 Questions regarding the Offer may be directed to: UBS Securities LLC Dealer Manager c/o UBS Investment Bank Phone: (888) 722-9555, Ext. 4210 About CPI International CPI International Inc. (Nasdaq: CPII) -- http://www.cpii.com/-- headquartered in Palo Alto, California, is the parent company of Communications & Power Industries Inc., provides microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications. Its wholly-owned subsidiary, Communications & Power Industries, Inc. develops, manufactures and distributes products used to generate, amplify and transmit high-power/high-frequency microwave and radio frequency signals and/or provide power and control for various applications. * * * As reported in the Troubled Company Reporter on Jan. 2, 2007, Moody's Investors Service affirmed all of the ratings for CPI International Inc. and its principal operating subsidiary, Communications and Power Industries Inc., which affect about $335 million of rated debt. The outlook remains positive. The ratings that Moody's affirmed were CPI International's $80 million floating rate notes due 2015, at Caa1 (LGD5, 89%); corporate family rating, at B2; and probability-of-default rating, at B2. CWABS ASSET: Moody's Rates Class B Certificates at (P)Ba1 --------------------------------------------------------- Moody's Investors Service assigned provisional ratings to certificates issued by CWABS Asset-Backed Certificates Trust 2007- BC3. The complete provisional rating actions are : CWABS Asset-Backed Certificates Trust 2007-BC3 Asset-Backed Certificates, Series 2007-BC3 -- Cl. 1-A, Assigned (P)Aaa -- Cl. A-R, Assigned (P)Aaa -- Cl. 2-A-1, Assigned (P)Aaa -- Cl. 2-A-2, Assigned (P)Aaa -- Cl. 2-A-3, Assigned (P)Aaa -- Cl. 2-A-4, Assigned (P)Aaa -- Cl. M-1, Assigned (P)Aa1 -- Cl. M-2, Assigned (P)Aa2 -- Cl. M-3, Assigned (P)Aa3 -- Cl. M-4, Assigned (P)A1 -- Cl. M-5, Assigned (P)A2 -- Cl. M-6, Assigned (P)A3 -- Cl. M-7, Assigned (P)Baa1 -- Cl. M-8, Assigned (P)Baa2 -- Cl. M-9, Assigned (P)Baa3 -- Cl. B, Assigned (P)Ba1 Investors should be aware that the certificates have not yet been issued. Upon issuance of the certificates and upon conclusive review of all documents and information about the transaction, as well as any subsequent changes in information, Moody's will endeavor to assign definitive ratings, which may differ from the provisional ratings. DAIMLERCHRYSLER FINANCIAL: Fitch Rates on $2 Billion Loan at BB --------------------------------------------------------------- Fitch has initiated rating coverage on Daimler Chrysler Financial Services Americas LLC by assigning these ratings: -- Long-term Issuer Default Rating 'BB-'; -- Short-term Issuer Default Rating 'B'; -- $4 billion first lien term loan 'BBB-'; -- $2 billion second lien term loan 'BB'. The Rating Outlook for CFS is Stable. The assignment of CFS' IDR rating follows the expected acquisition of 80.1% of Chrysler Holding LLC, the parent of CFS by CG Acquisition Co, an affiliate of Cerberus Capital Management L.P. As part of the transaction, all intercompany debt from Daimler Chrysler AG to CFS will be repaid. The IDR rating of CFS reflects a one-notch lift over that of Chrysler LLC. This reflects the structural protections put in place to insulate CFS creditors from potential issues at Chrysler. CFS and Chrysler will operate as separate legal entities, with not cross-collateralization or guarantees with respect to each entity's financing. Relations and transactions between the two companies are governed under a master services agreement and each company will have a separate board of directors. While CFS primarily finances Chrysler dealers and their customers, Fitch believes the structural protections are adequate at the current ratings level, to recognize a ratings distinction in the IDR ratings between CFS and Chrysler. Nonetheless, Fitch will link the ratings of CFS to Chrysler, given that Fitch believes CFS performance is highly correlated with that of Chrysler. As such a change in ratings of Chrysler would result in a similar change to CFS. Aside from the strong relationship with Chrysler and relevant structural elements, Fitch regards CFS as a well managed captive finance company. CFS has demonstrated consistent credit quality in its retail, lease, and wholesale automotive portfolios over an extended period. In addition, CFS is currently operating with very sound capital levels for the assigned ratings. Fitch also feels liquidity adequately supports the company's ongoing business needs. Fitch's concerns center on Chrysler's ability to navigate through a difficult operating environment in North America, industry trend towards 72-month loans, which increases loss severity, and the highly encumbered nature of CFS' balance sheet, which may limit financial flexibility. The ratings of the term loans are notched above the IDR reflecting their well secured nature by generally highly liquid automotive finance related assets. DAIMLERCHRYSLER FINANCIAL: Moody's Rates $2 Billion Loan at B2 -------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating to DaimlerChrysler Financial Services Americas LLC, a B1 rating to its $4 billion first-lien term loan and $2 billion revolving credit, and a B2 rating to its $2 billion second-lien term loan. The outlook is stable. Moody's also assigned a B3 CFR to Chrysler Automotive LLC, a B1 (LGD3, 33%) rating to its $10 billion senior secured, first-lien term loan, and a Caa1 (LGD4, 66%) rating to its $2 billion senior secured, second-lien term loan. The company's Probability of Default is B3 and the outlook is stable. Moody's rating of Chrysler Financial is based upon the firm's solid positioning in the auto financial services sector, including its beneficial affiliation with Chrysler as Chrysler's exclusive provider of loans and leases incorporating car buyer incentives. However, Chrysler Financial's business concentrations with Chrysler expose it to elevated operating and liquidity risks, given Chrysler's own operating challenges, which is a constraint on the firm's stand-alone credit profile. Also, in connection with DaimlerChrysler AG's reduction of its interest in Chrysler Financial's parent company, the finance company must transition its funding away from inter-company reliance to third-party sources, which we believe may result in the firm having a less flexible liquidity profile relative to peers, in the near term. Moody's expects the funding and operational transitions relating to the transaction will be ably managed by company management. The transaction structure incorporates several unique features designed to strengthen protections for Chrysler Financial creditors. However, Moody's believes the common ownership of both Chrysler and Chrysler Financial results in the potential for decision compromises at the board and operating levels, in circumstances where the two companies have competing interests, which could have negative consequences for creditors. The governance and control implications of the common ownership structure cause Chrysler Financial's rating to be linked to Chrysler's rating, in Moody's view. Nevertheless, creditors of Chrysler Financial are likely to experience superior asset recovery relative to creditors of Chrysler in a severe stress scenario, given the liquidity embedded in Chrysler Financial's generally prime quality auto finance receivables and leases. This expected loss differential translates into a two-notch rating uplift for Chrysler Financial's CFR. "Chrysler Financial's stand-alone credit profile -- setting aside the ownership and governance constraint -- is stronger than its assigned B1 rating," said Moody's analyst Mark Wasden. Chrysler Financial's stable outlook mirrors the stable outlook of Chrysler, signifying the linkage of the two firm's fortunes. DaimlerChrysler Financial Services Americas LLC, is headquartered in Farmington Hills, Michigan. DELTA MILLS: GMAC Wants Court to Disapprove Disclosure Statement ---------------------------------------------------------------- GMAC Commercial Finance LLC asks the U.S. Bankruptcy Court for the District of Delaware to deny approval of Delta Mills, Inc., and its debtor-affiliates' Disclosure Statement explaining their Joint Chapter 11 Plan of Liquidation. GMAC tells the Court that it is filing this objection in its capacity as agent for the senior secured pre-petition and post- petition lenders, and as factor to Delta Mills. GMAC contends that the Plan: (a) does not provide for the indefeasible payment if full of all obligations owing to GMAC on or before the "Effective Date" in direct contravention of the express terms contained in the Financing Order and the Credit Agreement; (b) contemplates payment to certain unsecured classes of creditors prior to the indefeasible payment and satisfaction in full of GMAC's secured, super-priority administrative expense claims; (c) requires GMAC to continue to provide factoring services to the Debtors beyond the Effective Date without GMAC's prior written consent; (d) fails to afford GMAC with a full release of all claims on terms and conditions acceptable to GMAC as required under the Financing Order and the Credit Agreement; and (e) improperly waives and discharges GMAC's rights and claims of indemnification against the Debtors arising after the termination of the financing and factoring arrangements among GMAC and the Debtors. Overview of the Plan The Plan contemplates winding up the Debtors' operations and the orderly liquidation of their assets. The Plan further provides for the pooling of the net proceeds of the recovery, disposition, and collection of the assets. Treatment of Claims Under the Plan, GMAC's claims under the Credit Agreement, Factoring Agreement, or Final DIP Agreement will be paid in full and in cash. The Debtors say that if the Final DIP Agreement remains executory at the effective date of the Plan, the Debtors or Merged Debtors and GMAC will continue to perform the obligations under the Final DIP Agreement. At the option of the Debtors or Merged Debtors, holder of general secured claims will receive: (a) payment in full of their claims; (b) all collateral securing their claims; or (c) other treatment agreed by the Debtors and holders of the claims. On the effective date, holders of Priority Claims will either: (a) be paid in full and in cash, or (b) receive other treatment as agreed to in writing. At the sole discretion of the Debtors or Merged Debtors, holders of Reclamation Claims will either: (a) have the goods subject to the claim returned; (b) receive cash equivalent to the value of the goods subject to the claim; (c) receive a combination of both the goods and cash; or (d) other treatment as agreed to in writing. Convenience claims will be paid 18% of their claim on the effective date. General unsecured creditors will receive a pro rata share of any amount remaining after all other claims are paid. Common stock will be cancelled and extinguished and holders will not receive any distribution under the Plan. About Delta Mills Delta Mills Inc. manufactures and sells textile products for the apparel industry. The company, its parent, Delta Woodside Industries Inc., and an affiliate, Delta Mills Marketing Inc., filed for chapter 11 protection on Oct. 13, 2006 (Bankr. D. Del. Case No. 06-11144). Robert J. Dehney, Esq., and Gregory T. Donilon, Esq., at Morris, Nichols, Arsht & Tunnell, and C. Richard Rayburn, Jr., Esq., John R. Miller, Jr., Esq., and Shelley K. Abel, Esq., at Rayburn Cooper & Durham, P.A., represent the Debtors. When the Debtors filed for protection from their creditors, they listed estimated assets and debts between $1 million to $100 million. DEVON ENERGY: Plans New $1 Billion Short-Term Credit Facility ------------------------------------------------------------- Devon Energy Corporation intends to establish a new $1 billion short-term credit facility. The facility will provide the company with provisional interim liquidity until it receives the proceeds from divestitures of assets in Africa. The company intended to divest its African operations. The $1 billion, 364-day unsecured revolving senior credit facility will be arranged through a syndicate of banks led by Banc of America Securities LLC and J. P. Morgan Securities Inc. Devon expects to complete the transaction during the third quarter of 2007. Devon has no current intentions to draw additional funds under its existing $2.5 billion credit facility or under the new credit facility. However, the new credit facility would enable Devon to increase borrowings under its existing commercial paper program from a current maximum of $2 billion to a new maximum of $3 billion, if the need arises. Borrowings under the commercial paper program reduce available capacity under the credit facilities on a dollar for dollar basis. The company had approximately $1.6 billion borrowed under the commercial paper program at June 30, 2007. Whether commercial paper borrowings will exceed the current $2 billion maximum are dependent upon potential borrowing requirements and the timing of Devon's African divestiture program. Commercial paper borrowings exceeding the current $2 billion maximum could result from debt retirements and share repurchases. Additionally, Devon's board of directors has approved an ongoing, annual stock repurchase program. The purpose of the annual stock repurchase program is to offset dilution resulting from restricted stock issued to and options exercised by employees. The new repurchase program is in addition to the company's 50 million share repurchase program that was authorized in August 2005. About Devon Energy Corporation Headquartered in Oklahoma City, Devon Energy Corporation (NYSE: DVN) -- http://www.devonenergy.com/-- is an independent energy company engaged in oil and gas exploration and production. * * * On Feb. 8, 2007, Moody's Investor Services rated Devon Energy's preferred stock at Ba1. On the other hand, Fitch rated its preferred stock at BB+. DOBSON COMMS: Fitch Puts Rating on Positive Watch on AT&T Offer --------------------------------------------------------------- Fitch Ratings has placed these ratings of Dobson Communications Corp. and its subsidiaries on Rating Watch Positive subsequent to Dobson's announcement that AT&T Inc. will acquire the company for approximately $2.8 billion in cash. American Cellular Corporation; -- Issuer Default Rating 'B-'; -- $1.05 billion senior secured credit facility 'B+/RR1'; -- $186 million senior unsecured notes 'CCC+/RR5'; -- $16 million senior subordinated notes 'CCC/RR6'. Dobson Communications Corp.; -- Issuer Default Rating 'B-'; -- $150 million senior floating rate notes 'CCC+/RR5'; -- $160 million senior convertible debentures 'CCC+/RR5'; -- $420 million senior notes 'CCC+/RR5'; -- $136 million convertible preferred stock 'CCC-/RR6'. Dobson Cellular Systems Inc.; -- Issuer Default Rating 'B-'; -- $75 million senior secured credit facility 'BB-/RR1'; -- $500 million first priority secured notes 'BB-/RR1'; -- $325 million second priority secured notes 'BB-/RR1'. The Rating Watch Positive status reflects Fitch's view that the acquisition by AT&T will significantly improve Dobson's financial and business profile. Including the value of debt assumed in the transaction, the total value of the acquisition is approximately $5.1 billion. Synergies from the transaction have an expected net present value of approximately $2.5 billion. The acquisition of Dobson's rural properties is complementary to AT&T's wireless network with minimal overlap. Dobson has provided roaming services to AT&T and its predecessor companies since 1990, and has deployed GSM/EDGE-based network. Dobson serves approximately 1.7 million customers and covers nearly 13 million persons of population. The transaction is expected to close by the end of 2007. At March 31, 2007, $900 million was outstanding under the credit facility at AmCell. Fitch expects the credit facility debt will be repaid/refinanced at closing. Dobson had no borrowings under its $75 million credit facility as of the end of the first quarter. Over $600 million of the debt at Dobson and its subsidiaries is callable in 2007 and approximately $1.25 billion of debt will become redeemable in late 2008. DOBSON COMMS: AT&T Offer Prompts Moody's to Review Ratings ---------------------------------------------------------- Moody's Investors Service placed the debt of Dobson Communications Corporation, Dobson Cellular Systems and American Cellular Corporation on review for possible upgrade, following the news that AT&T Inc. intends to acquire the company for total consideration of $5.1 billion, including the assumption of debt. Moody's also affirmed all existing debt issuances of AT&T. The review of DCC's, DCS's and ACC's ratings will focus AT&T's plans with regard to the existing Dobson debt. Should the debt be unconditionally and irrevocably guaranteed or legally assumed, the ratings will be upgraded to that of AT&T. If AT&T does not provide either an unconditional and irrevocable guarantee of the assumed Dobson debt or sufficient financial information for the rated issuers to allow the agency to form an opinion regarding their standalone creditworthiness, Dobson's and its subsidiaries' ratings will be withdrawn. The affirmation of AT&T's debt rating is based on Moody's belief that AT&T's credit metrics and business risk profile will not significantly weaken as a result of this relatively modest acquisition. Furthermore, Moody's expects synergies to be quickly realized due, in part, to the good fit between the two companies' properties and assets and AT&T's prior experiences of successfully integrating acquisitions. Ratings Actions: Issuer: Dobson Communications Corporation On Review for Possible Upgrade: -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently B2 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently B2 -- Senior Unsecured Conv./Exch. Bond/Debenture Due 2025, Placed on Review for Possible Upgrade, currently Caa1 -- Senior Unsecured Regular Bond/Debenture Due 2012, Placed on Review for Possible Upgrade, currently Caa1 -- Senior Unsecured Regular Bond/Debenture Due 2013, Placed on Review for Possible Upgrade, currently Caa1 Outlook Actions: -- Outlook, changed to rating under review from stable Issuer: Dobson Cellular Systems, Inc On review for possible upgrade: -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently Ba2 -- Senior Secured Regular Bond/Debenture Due 2012, Placed on Review for Possible Upgrade, currently B1 -- Senior Secured Regular Bond/Debenture Due 2011, Placed on Review for Possible Upgrade, currently Ba2 Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable Issuer: American Cellular Corporation On Review for Possible Upgrade: -- Senior Secured Bank Credit Facility, Placed on Review for Possible Upgrade, currently B1 -- Senior Unsecured Regular Bond/Debenture Due 2011, Placed on Review for Possible Upgrade, currently B3 Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable AT&T, the largest telecommunications company in the USA, is headquartered in San Antonio, Texas. Headquartered in Oklahoma City, Dobson Communications Corporation provides wireless service in rural and suburban areas of the US. DOBSON COMMS: AT&T Offer Prompts S&P's Positive CreditWatch ----------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Oklahoma City, Oklahoma-based wireless provider Dobson Communications Corp., including the 'B-' corporate credit rating, and all related entities on CreditWatch with positive implications. This action follows the announcement that AT&T Inc. (A/Negative/A- 1) has agreed to purchase Dobson for approximately $5.1 billion, including net debt. The acquisition is subject to customary regulatory approvals, which are expected to be obtained by year- end 2007. "Upon completion of the transaction, we expect that any surviving debt at Dobson and its related entities would be rated at the same level as AT&T," said Standard & Poor's credit analyst Susan Madison. Dobson Communications has about 1.7 million wireless subscribers in rural and suburban markets in 17 states. Consolidated Dobson debt totaled about $2.7 billion at March 31, 2007. DOLLAR GENERAL: Buck Gives Tentative Pricing for Notes Offer ------------------------------------------------------------ Dollar General Corporation was advised by Buck Acquisition Corp. that Buck had determined tentative pricing information in connection with the cash tender offer relating to the $200 million outstanding aggregate principal amount of 8-5/8% senior notes due 2010 of Dollar General. The tender offer is being conducted in connection with the anticipated merger of Buck with Dollar General. The tender offer is being made pursuant to an offer to purchase and consent solicitation statement dated June 4, 2007, which more fully sets forth the terms and conditions of the tender offer. If the tender offer for the notes expires as currently scheduled, at 5 p.m., New York City time, on July 5, 2007, the company will pay total consideration of $1,087.72 for each $1,000 principal amount of notes. Buck reserves the right to extend the expiration time of the tender offer subject to applicable law. In the event the expiration time is extended, Buck will publicly announce the extension no later than 9 a.m., New York City time, on the first business day following the previously scheduled expiration time. If the tender offer expires at the currently scheduled expiration time, Buck expects the settlement date to be July 6, 2007, subject to satisfying various conditions, including all conditions precedent to the merger. The total consideration for the notes includes a consent payment of $30 per $1,000 principal amount of notes. All holders who validly tendered their notes pursuant to the offer to purchase on or prior to the consent payment deadline of 5 p.m., New York City time, on June 15, 2007, will receive the total consideration, which includes the consent payment. All other holders who tender their notes pursuant to the tender offer prior to the currently scheduled expiration time will receive the tender offer consideration of $1,057.72 per $1,000 principal amount of notes tendered. The purchase price for the notes was determined by reference to a fixed spread of 50 basis points over the bid side yield of the 3.625% U.S. treasury note due June 15, 2010. Questions regarding the tender offer and consent solicitation may be directed to: Goldman, Sachs & Co. Dealer manager and Solicitation Agent Phone: (212) 902-9077 (collect) (800) 828-3182 (toll-free) Requests for documentation may be directed to: D.F. King & Co., Inc. Information Agent Phone: (212) 269-5550 (for banks and brokers only) 1(800) 488-8095 (for all others toll-free) About Buck Acquisition Corp. Buck Acquisition Corp. is a Tennessee corporation, which is indirectly controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. About Dollar General Corporation Based in Goodlettsville, Tennessee, Dollar General Corporation (NYSE: DG) -- http://www.dollargeneral.com/-- operates 8,260 extreme value general merchandise stores in 35 states. * * * As reported in the Troubled Company Reporter on June 14, 2007, Moody's Investors Service affirmed Dollar General Corporation's corporate family rating at B3 following the company's disclosure 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. EXAERIS INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Lead Debtor: Exaeris, Inc. 403 Gordon Drive Exton, PA 19341 Bankruptcy Case No.: 07-10887 Type of business: The Debtor is a specializes in pharmaceutical sales and marketing. See http://www.exaeris.com/ Debtor affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- Inyx U.S.A., Ltd. 07-10888 Chapter 11 Petition Date: July 2, 2007 Court: District of Delaware (Delaware) Judge: Kevin Gross Debtors' Counsel: Anthony M. Saccullo, Esq. Fox Rothschild, L.L.P. 919 North Market Street, Suite 1300 P.O. Box 2323 Wilmington, DE 19899-2323 Tel: (302) 622-4212 Fax: (302) 656-8920 Estimated Assets Estimated Debts ---------------- --------------- Exaeris Inc. Less than $10,000 $1 Million to $100 Million Inyx U.S.A., Ltd. $1 Million to $1 Million to $100 Million $100 Million The Debtors did not file a list of their 20 largest unsecured creditors. EXCELCARE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Excelcare, Inc. dba Senior Counseling Group 2150 Curtis Street Denver, CO 80205 Bankruptcy Case No.: 07-16889 Chapter 11 Petition Date: June 28, 2007 Court: District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Lee M. Kutner, Esq. Kutner Miller Brinen, P.C. 303 East 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 Fax: (303) 832-1510 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ David Groobman Loans $2,676,000 1927 Senda Rocca Street Boulder, CO 80303 Ron and Karen Sackett $407,180 625 Augusta Drive Louisville, CO 80027 Lois Munson Contract $239,583 240 South Monaco Parkway Suite 302D Denver, CO 80224 Miles & Peters, P.C. Trade Debt $37,341 Sackett Properties, LLC Trade Debt $12,476 Pershing LLC Trade Debt $6,302 The Hartford Trade Debt $4,507 Anthem $4,000 Office Depot Trade Debt $1,212 CVI Digital Solutions Trade Debt $1,128 Indianapolis Star Trade Debt $915 Xcel Energy - SCG Trade Debt $734 Indiana Department of Revenue Tax $697 Qwest Communications Trade Debt $604 Verizon Trade Debt $523 Affinity Network Trade Debt $399 Firestone Tire and Trade Debt $341 Service Center Any and All Printing Trade Debt $241 Terminix Trade Debt $189 ADT Trade Debt $181 FIAT SPA: Unit Eyes Joint Venture with Russia's Avtopribor ---------------------------------------------------------- Magneti Marelli, a unit of Fiat S.p.A., and Avtopribor have signed a letter of intent for the creation of a joint venture in Russia, aimed at the design, development, production and marketing of electronic instrument clusters for motor vehicles. The agreement calls for the future company's capital to be participated for 51% by Magneti Marelli and for 49% by Avtopribor. The closing of the operation is expected to occur after completion of the due diligence activity, which is expected to take place by the end of the year. Avtopribor is a Russian company headquartered in the city of Vladimir operating in the field of electronic and mechanical components. Its leading customers include the Russian automotive companies Avtovaz, Gaz and Uaz. "This agreement falls within the scope of our development plans in strategic markets such as Russia, where all the most important car-makers have been investing heavily. The joint venture with Avtopribor gives us a chance to add to our industrial presence of Rjazan, leading in the Lighting field, with an entity of technological and productive excellence as far as instrument clusters are concerned, in a market capable of offering additional opportunities in various automotive components sectors," Eugenio Razelli, Magneti Marelli's CEO disclosed. Magneti Marelli is an international group leader in the design and production of high-tech components and systems for motor vehicles. With its 45 production facilities, 9 R&D centers and 27 application centers in 16 countries, 25,000 employees and total turnover of EUR4.5 billion in 2006, the group is a supplier to all the major car-makers in Europe, North and South America and the Far East. It is 100% owned by Fiat S.p.A. About Fiat S.p.A. Headquartered in Turin, Italy, Fiat S.p.A. (NYSE: FIA) -- http://www.fiatgroup.com/-- manufactures and sells automobiles, commercial vehicles, and agricultural and construction equipment. It also manufactures, for use by the company's automotive sectors and for sale to third parties, other automotive-related products and systems, principally power trains (engines and transmissions), components, metallurgical products and production systems. Fiat's creditors include Banca Intesa, Banca Monte dei Paschi di Siena, Banca Nazionale del Lavoro, Capitalia, Sanpaolo IMI, and UniCredito Italiano. Fiat operates in Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, China, Czech Republic, Denmark, France, Germany, Greece, Hungary, India, Ireland, Italy, Japan, Lituania, Netherlands, Poland, Portugal, Romania, Russia, Singapore, Spain, among others. * * * As of June 19, 2007, Fiat S.p.A. carries Moody's Long-Term Corporate Family Rating of Ba2 and Probability of Default Rating at Ba2 with Outlook Positive. Standard & Poor's give Long-Term Foreign and Local Issuer Credit Ratings of BB+ for Fiat. Its Short-term Foreign and Local Issuer Credit Ratings are at B with Positive Outlook. Dominion Bond Rating Service gives Fiat a Long-term Issuer Rating of BB with Positive Outlook. FORD MOTOR: Commences Conversion Offer for Unit's 6.5% Securities ----------------------------------------------------------------- Ford Motor Company commenced a conversion offer related to the outstanding 6.5% cumulative convertible trust preferred securities of Ford's wholly owned subsidiary trust, Ford Motor Company Capital Trust II. The trust preferred securities, which were issued in 2002, have an aggregate liquidation value of about $5 billion. Each trust preferred security has a liquidation value of $50 and is convertible into 2.8249 shares of Ford common stock at the holder's option. The subsidiary trust's sole assets are $5.2 billion principal amount of 6.5% junior subordinated convertible debentures due 2032 of Ford Motor Company, which will be cancelled to the extent trust preferred securities are converted into Ford common stock. Through the debentures and other instruments, Ford has effectively guaranteed the trust preferred securities. The conversion offer is scheduled to expire at 5 p.m., eastern time, on July 31, 2007, unless extended or earlier terminated, and is expected to settle on Aug. 3, 2007. Holders who elect to convert their trust preferred securities into shares of Ford's common stock will receive 2.8249 shares of Ford common stock plus a premium consisting of shares of Ford common stock valued at $14.25 for each trust preferred security. The number of premium shares received will be determined by the average market price of Ford common stock on July 25, 26 and 27, 2007, assuming the offer is not extended. The conversion offer is being made pursuant to an offering circular and related documents, each dated July 2, 2007. The completion of the offer is subject to conditions described in the conversion offer documents. Subject to applicable law, Ford may waive the conditions applicable to the offer or extend, terminate or otherwise amend the offer. "As we continue to make progress on restructuring our automotive operations to return to profitability, we also are focused on improving our balance sheet, which this conversion offer will do," said Don Leclair, Ford's executive vice president and chief financial officer. 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. * * * To date, Ford Motor Company still carries Standard & Poor's Ratings Services 'B' long-term foreign and local issuer credit ratings and negative ratings outlook. At the same time, the company carries Moody's Caa1 issuer and senior unsecured debt ratings and negative ratings outlook. GAP INC: Eyes Closure of Unprofitable United Kingdom Outlets ------------------------------------------------------------ Gap Inc. will close underperforming stores in secondary locations in the United Kingdom as part of a comprehensive review of its property portfolio, Jonathan Russell writes for The Sunday Telegraph. Gap has appointed property agent Churston Heard to review its 171-strong U.K. chain. According to a source close to the company, Gap could not afford to pay the current rent level of around GBP40 per square foot, the Telegraph adds. A spokeswoman for Gap however said the fashion retailer is committed to Europe which it feels will be the growth engine of the business. Gap is set to open its first Banana Republic outlet on Regent Street later this year. If successful, the US retailer may convert suitable Gap outlets to the new format, The Sunday Telegraph relates. About Gap Inc. Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies under the Gap, Banana Republic, Old Navy, Forth & Towne and Piperlime brand names. Gap Inc. operates more than 3,100 stores in the United States, the United Kingdom, Canada, France, Ireland and Japan. In addition, Gap Inc. is expanding its international presence with franchise agreements for Gap and Banana Republic inSoutheast Asia and the Middle East. * * * As reported in the Troubled Company Reporter on Jan. 10, 2007, Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+' from 'BBB-'. The Rating Outlook is Negative. As reported in the Troubled Company Reporter on Nov. 21, 2006, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured ratings on San Francisco-based The Gap Inc. to 'BB+' from 'BBB-'. S&P said the outlook is stable. GENERAL MOTORS: UAW Leaders Say Strike Possible in Labor Talks -------------------------------------------------------------- United Auto Workers President Ron Gettelfinger and Vice President Cal Rapson said in an online chat that a strike is one possible option during the upcoming national negotiations with General Motors Corp., Ford Motor Co. and DaimlerChrysler AG's Chrysler Group, which starts this month, Reuters reports. Mr. Gettelfinger also told UAW members during the chat that Detroit's Big Three automakers are "posturing" when they say they need a $30 reduction in hourly wages and benefits as they try to return to profitability, Reuters relates. In a TCR-Europe report on June 19, 2007, GM, Ford and Chrysler are seeking unprecedented concessions from the UAW in a bid to narrow what they say is a $30-an-hour labor-cost disadvantage against Asian rivals like Toyota Motor Corp. and Honda Motor Co. GM, Ford and Chrysler claim that they pay union workers $70 to $75 an hour compared with Toyota and other Asian auto makers' $40 to $45 an hour at their U.S. plants. Most of the difference stems from health-care expenses. In 2006, GM estimates that it spent nearly $3.3 billion on health- care for 432,000 retirees. The cost at Ford was near $1.8 billion while Chrysler spent $1.6 billion. By contrast, on a combined basis, foreign automakers with U.S. plants, including Japan's own Big Three -- Toyota Motor Corp., Honda Motor Co Ltd. and Nissan Motor Co Ltd. -- paid a mere $23 million for retiree health care in the U.S, Reuters observes. GM, Ford and the UAW last year agreed to a court settlement requiring union retirees to pay part of their healthcare costs for the first time. Detroit-based GM and Ford, of Dearborn, Michigan, also pledged not to alter those retiree healthcare benefits until after 2011 without union consent. Last year's settlement, as well as benefit reductions for salaried workers, helped GM cut retiree healthcare liabilities by 21% to $64 billion at the end of last year, Bloomberg discloses. Ford had retiree obligations of $31 billion, and Chrysler's potential future tab is about $19 billion. GM has already bought out 34,400 union workers, and Ford and Chrysler together are trying to persuade 50,000 to leave as they cut production to match market-share losses to Toyota Motor Corp. and Honda Motor Co. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908, GM employs about 280,000 people around the world. With global manufactures its cars and trucks in 33 countries. In 2006, nearly 9.1 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. * * * As reported in the Troubled Company Reporter on May 28, 2007, Standard & Poor's Ratings Services placed General Motors Corp.'s corporate credit rating at B/Negative/B-3. At the same time, Moody's Investors Service affirmed GM's B3 Corporate Family Rating and B3 Probability of Default Rating, and maintained its SGL-3 Speculative Grade Liquidity Rating. The rating outlook remains negative. GOLDMAN SACHS: Moody's Withdraws Ratings on Five Notes ------------------------------------------------------ Moody's Investors Service withdrew ratings on these notes issued by Goldman Sachs Asset Management CBO II, Ltd.: -- $207,000,000 Class A Floating Rate Notes, Due 2012 Prior Rating: Aaa New Rating: WR -- $30,000,000 Class B Floating Rate Notes, Due 2012 Prior Rating: A3 New Rating: WR -- $16,500,000 Class C Floating Rate Notes, Due 2012 Prior Rating: Ba1 New Rating: WR -- $8,000,000 Class D-1 Floating Rate Notes, Due 2012 Prior Rating: Caa2 New Rating: WR -- $8,500,000 Class D-2 Fixed Rate Notes, Due 2012 Prior Rating: Caa2 New Rating: WR According to Moody's, the ratings were withdrawn because the notes were redeemed in full. GP INVESTMENTS: Fitch Says Pledge of Share Won't Affect Ratings --------------------------------------------------------------- GP Investments Ltd.'s recently announced pledge of shares involving its private equity subsidiary has no effect on GP's current ratings or Outlook, according to Fitch Ratings, which currently rates GP as: -- Foreign currency Issuer Default Rating 'B'; -- Senior secured 'B/RR4'; -- Rating Outlook Stable. On June 21, 2007, GP announced the release of the pledge of the shares representing 100% of the currently issued and outstanding shares of GP Private Equity, Ltd., a wholly owned subsidiary of GP. This pledge secured an issuance of Perpetual Notes made earlier this year by GP. The release of the pledge occurred after the company reached $1 billion in market cap while its current gross indebtness is lower than $350 million, as indicated in the respective offering memorandum. GP would still maintain a cash reserve account with the trustee for the lifetime of the issuance, which was initially funded with an amount that was equivalent to 18 months of interest payments on the notes. The rating of the issuance recognizes the liquidity implicit in the coupon reserve, augmented by substantial cash currently on hand, nevertheless, according to Fitch the recently released pledge did not provided material enhancement to the rating, given the unpredictable nature of the results and timing of capital gains in such investment portfolio or of possible positive results in future exits of those investments, being that this operation results neutral for the rating of the notes. The perpetual notes have no fixed final maturity date and will be repaid only in the event that the Issuer redeems the notes or upon acceleration due to an event of default. The notes are general unsubordinated obligations of the Issuer and rank 'pari passu' with the issuer's unsubordinated indebtedness. GP's ratings are supported by conservative leverage levels, the franchise of the company and the experience of the management team which bodes well for positive prospects going forward. The ratings are constrained, however, by the highly concentrated nature of the intended investment portfolio, the negative cash flow implied by recurring fixed expenses versus recurring income, and the uncertainty related to the maturation period of the investment portfolio and GP's ability to realize investment gains. GP is a Bermuda exempted company that consolidates the activities of a private equity business and an asset management business in Brazil. The company's activities started in 1993 as an asset manager dedicated to private equity activities, managed by partners with substantial experience in the Brazilian market. GRANCO INDUSTRIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Granco Industries, Inc. 4009 East 138 Street Grandview, MO 64030 Bankruptcy Case No.: 07-42183 Chapter 11 Petition Date: June 29, 2007 Court: Western District of Missouri (Kansas City) Judge: Dennis R. Dow Debtor's Counsel: Erlene W. Krigel, Esq. Krigel & Krigel, P.C. 4550 Belleview Avenue Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 Total Assets: $3,646,631 Total Debts: $3,615,284 The Debtor did not file a list of its 20 largest unsecured creditors. HARLAN SPRAGUE: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed Harlan Sprague Dawley, Inc.'s B2 Corporate Family Rating and assigned B2 ratings to the company's new senior secured credit facility. This rating action follows Moody's June 22, 2007 original assignment and is a result of a recent change to the terms of the revolving credit facility that eliminates the super priority claim of the revolving credit facility. As such, the revolving credit facility and term loan are considered to be pari passu by Moody's because they now have the same priority claim in the event of default. Moody's expects that Harlan will finance its acquisition of a contract research organization with the new proposed senior secured credit facility; the facility comprises a $330 million first lien term loan and $30 million revolving credit facility. Moody's expects that a majority of these proceeds will be used to refinance Harlan's existing credit facility and subordinated notes. The transaction is expected to close in July 2007 at which time Moody's will withdraw the ratings assigned to the company's existing debt. The ratings outlook remains stable. These revised ratings are assigned to Harlan Sprague Dawley, Inc.: -- $15 Million First Lien U.S. Revolving Credit Facility, due 2013, rated B2, LGD-3, 48% -- $330 Million First Lien Term Loan, due 2014, rated B2, LGD-3, 48% This rating is assigned to Harlan Netherlands B.V.: -- $15 Million First Lien EURO Revolving Credit Facility, due 2013, rated B2, LGD-3, 48% These ratings currently assigned to Harlan Sprague Dawley, Inc. are withdrawn: -- $15 Million First Lien U.S. Revolving Credit Facility, due 2013, rated Ba2, LGD-1, 3% -- $330 Million First Lien Term Loan, due 2014, rated B2, LGD-4, 53% This rating currently assigned to Harlan Netherlands B.V. is withdrawn: -- $15 Million First Lien EURO Revolving Credit Facility, due 2013, rated Ba2, LGD-1, 3% Harlan Sprague Dawley, Inc. (Harlan), founded in 1931, is a global provider of preclinical tools and services that allow for innovative and efficient research in the pharmaceutical, biotechnology, chemical and food industries. HARLAN SPRAGUE: S&P Affirms B+ Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Rating Services revised its loan and recovery ratings on Harlan Sprague Dawley's proposed $360 million senior secured facilities. The bank loan ratings on the $15 million senior secured U.S. revolving credit facility due 2013 and $15 million euro-denominated revolving credit facility due 2013 have been lowered to 'BB-' from 'BB'. The recovery rating has been revised to '2', indicating an expectation of substantial (70%-90%) recovery in the event of a payment default, from '1'. The bank loan rating on the $330 million senior secured term loan due 2014 has been raised to 'BB-' from 'B+'. The recovery rating has been revised to '2', indicating the expectation for substantial (70%- 90%) recovery in the event of a payment default, from '3'. The borrower for the euro-denominated revolver is Harlan Netherlands B.V. "The rating actions reflect a change in the revolving credit facilities' status from super-priority; they are now pari passu with the proposed term loan," explained Standard & Poor's credit analyst Alain Pelanne. In addition, S&P affirmed all other ratings on Harlan, including the 'B+' corporate credit rating. The rating outlook is stable. The debt is being used to refinance existing bank and mezzanine debt and to fund the acquisition of a contract research organization. The ratings on Harlan, a provider of lab research models and preclinical services, continue to reflect the company's operating focus in markets that include some larger competitors, integration risk related to the acquisition, and its aggressive debt leverage as a result of its late-2005 sponsor buyout. These factors are partially offset by the company's global reach, customer diversity, and macro-level trends that currently support spending on the company's services. HILTON HOTELS: Inks First Conrad Management Pact in South America ----------------------------------------------------------------- Hilton Hotels Corporation, G&D Developers and Grupo Farall�n disclosed the signing of the Conrad Buenos Aires, the luxury brand's first management agreement in South America. Located in Puerto Madero, this will be the Hilton Family's second property in the expanding district and its fourth development in Argentina, and will include both a hotel and residences. Construction is planned to begin at the end of 2008 and completion is scheduled for late 2010. The 196-guestroom Conrad Buenos Aires and 350-unit +5411 Residences at the Conrad Buenos Aires will be developed by G&D Developers and Grupo Farall�n as part of a mixed-use complex called +5411 Juana Manso Blvd. Hilton Hotels Corporation will operate the hotel under the terms of a multi-year management agreement. "We are thrilled to introduce Conrad Hotels & Resorts in Argentina, and to combine the brand's unique and luxurious elements with the emerging elegance of the Puerto Madero area," Tom Keltner, chief executive officer, Americas and global brands, for Hilton Hotels Corporation, commented. "Argentina's tourism growth continues to deliver opportunities, and we look forward to bringing our fourth hotel development to the country." "We are delighted to have the opportunity to offer a Conrad Hotel as part of the +5411 Development," Daniel Mintzer, who co-founded G&D Developers with Gabriel Mayo, added. "It brings us great pride to partner with Conrad Hotels & Resorts and we are sure the brand's prestige and excellence will strengthen our project." Located in Puerto Madero, the contemporary Conrad Buenos Aires will feature 430-square-foot guestrooms, a signature restaurant, a stylish lobby bar, fitness facilities including a swimming pool, and close to 7,000 square feet of meeting space. Both the hotel and residences will form part of a diverse development project offering over 160,000 square feet of office space, and 54,000 square feet of retail space, as well as underground parking for 1,100 cars. The hotel and residences are a short distance away from the established Hilton Buenos Aires, and 25 minutes from Ministro Pistarini International Airport. "Buenos Aires is a thriving commercial center within South America and we are truly delighted that Conrad will be showcasing the brand in this flourishing destination," Tom Potter, area vice president, South America, for Hilton Hotels Corporation, said. "Both business and leisure travelers to Buenos Aires will be able to experience the luxury of Conrad Hotels & Resorts with its individual style and sophisticated service. Conrad Buenos Aires will appeal to the discerning traveler looking for an exclusive luxury environment where they can truly be themselves." "We are honored that the first Conrad management agreement in South America will be part of our +5411 project," Eduardo Gutierrez, engineer and president of Grupo Farall�n, commented. "Hilton Hotels Corporation will manage the hotel, delivering the Conrad brand's exceptional standards. This addition to +5411 helps us offer excellence in hospitality and satisfy the sophisticated and growing demand in Argentina." Buenos Aires, capital of Argentina and the country's largest city, is the nation's financial, industrial, commercial, and cultural center. Puerto Madero is the most recently renovated neighborhood in Buenos Aires. Previously a forgotten port, the area is now bustling with restaurants, renovated lofts, offices, high-rise residences, and luxury hotels. Tourists can enjoy Puerto Madero's ecological reserve, walks along the Rio de la Plata riverbank, and a floating casino. The city also offers an array of museums, historical buildings, theaters, shopping centers, delectable dining options, and a tantalizing nightlife. Conrad Hotels & Resorts is continuously growing and strengthening its global portfolio and currently has 17 luxury hotels and resorts in leading urban and resort destinations globally. New Conrad Hotels & Resorts are in conversion in the Maldives and under development in Shanghai, Abu Dhabi, Dubai, the Bahamas and Koh Samui. Hilton Hotels Corporation currently manages the Hilton Buenos Aires in Puerto Madero. The company will manage the Hilton Iguazu Resort scheduled to open in Iguazu Falls in late 2008, and the Hilton Ushuaia in the southernmost city of the world, scheduled to open in 2009. About Hilton Hotels Corporation Headquartered in Beverly Hills, California, Hilton Hotels Corp. -- http://www.hilton.com/-- together with its subsidiaries, engages in the ownership, management, and development of hotels, resorts, and timeshare properties, as well as in the franchising of lodging properties in the United States and internationally, including Australia, Austria, Barbados, Finland, India, Indonesia, Trinidad and Tobago, Philippines and Vietnam. * * * As reported on May 1, 2007, Standard & Poor's Ratings Services said its rating and outlook on Hilton Hotels Corp. (BB+/Stable/--) would not be affected by the company's announcement that it has entered into an agreement with Morgan Stanley Real Estate to sell up to 10 hotels for approximately $612 million in proceeds (net of property level debt repayment, taxes, and transaction costs). Upon the close of the transactions, Hilton Hotels plans to use the net proceeds to repay debt. In February 2007, Moody's Investors Service upgraded Hilton Hotels Corporation's corporate family rating to Ba1 from Ba2 reflecting a reduction in leverage from a faster than expected pace of asset sales and strong earnings during 2006. IMAX CORPORATION: Moody's Junks Corporate Family Rating -------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of IMAX Corporation to Caa1 from B3 and downgraded the rating on its senior unsecured bonds to Caa2 from Caa1. Moody's also downgraded the probability of default rating to Caa1 from B3. Ratings remain under review for further downgrade. IMAX did not file its financial statements and would not seek additional waivers for the financial reporting covenant of its bonds. Moody's believes the prolonged delay intensifies the risk that bondholders will accelerate the obligation. The downgrade also reflects increased concern over the negative impact of rising fees and management distraction as the delay in filing of the financial statements lengthens. A summary of Moody's actions: IMAX Corporation -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1 from B3 -- Senior Unsecured Bonds, Downgraded to Caa2, LGD4, 60% from Caa1 Moody's expects to conclude its review upon receipt and analysis of updated financial statements for IMAX. IMAX had previously received waivers from bondholders which extended its deadline for filing financial statements to June 30. July 2 represents the first day that bondholders could send notice of default, which would then trigger a 30 day cure period during which IMAX could file its financial statements and avoid acceleration of the obligation. Bank lenders have granted an additional waiver for IMAX to deliver its audited financial statements by July 31. Moody's placed IMAX ratings under review on March 30 following its announcement on March 29 that it would further delay filing of its Form 10-K for fiscal 2006, resulting in a default under the financial reporting covenant within the indentures of its senior notes. If IMAX remains unable to file its 10-K beyond Sept. 30, 2007, Moody's could withdraw IMAX ratings due to the lack of sufficient information to assess possible significant changes in the company's credit profile. Moody's could then reinstate ratings upon provision of financial statements. IMAX Corporation specializes in large-format and three-dimensional film presentation; the company typically leases or sells its projection and sound systems, and licenses the use of its trademarks. With annual revenue of approximately $150 million, IMAX maintains headquarters in Mississauga, Ontario, Canada. INGRAM MICRO: Sets Aside $15 Mil. for Wells Notice-Related Loss --------------------------------------------------------------- Ingram Micro Inc. is recording a charge of $15 million in its second quarter ended June 30, 2007, to reserve for estimated losses associated with a previously disclosed inquiry by the Securities and Exchange Commission regarding certain transactions with McAfee Inc., formerly Network Associates Inc., during 1998 through 2000. On May 21, 2007, Ingram Micro disclosed that it received a "wells notice" from the SEC indicating the commission's staff intent to recommend an administrative proceeding. The staff contends that the company failed to maintain adequate books and records relating to certain of its transactions with McAfee, and was a cause of McAfee's own securities-laws violations relating to the filing of reports and maintenance of books and records. Based on ongoing discussions with the SEC staff concerning the issues raised in the wells notice, the company has determined that it should record a reserve of $15 million -- about $9 million net of taxes -- based upon the company's current estimate of loss it expects to incur associated with a final resolution of this matter. No resolution with the SEC has been reached at this point, however, and there can be no assurance that such discussions will result in a resolution of these issues. When the matter is resolved, the final disposition may exceed the current amount estimated and reserved. It is not possible to accurately predict the timing of a resolution and final disposition at this time. The company has responded to the wells notice and continues to cooperate fully with the SEC in its inquiry, which was first disclosed during the third quarter of 2004. On Jan. 4, 2006, McAfee and the SEC made public the terms of a settlement they had reached. As a result of this charge, the company is adjusting its net income guidance for the second quarter ended June 30, 2007. Net income including this charge is now expected to range from $50 million to $56 million. Second-quarter revenue guidance is not affected by this charge. About Ingram Micro Inc. Headquartered in Santa Ana, California, Ingram Micro Inc. (NYSE: IM) -- http://www.ingrammicro.com/-- together with its subsidiaries, distributes information technology products and supply chain solutions worldwide. Its IT products include peripherals, networking, software, and systems. * * * Ingram Micro Inc. continues to carry Moody's Ba1 long-term corporate family and probability-of-default ratings. INTERSTATE BAKERIES: Wants to Sell N. Carolina & Mass. Properties ----------------------------------------------------------------- Interstate Bakeries Corp. and its debtor-affiliates ask the United States Bankruptcy Court for the Western District of Missouri for authority to sell its two properties, including the buildings, fixtures and equipment found in the properties, to proposed purchasers or to otherwise better bidders: (1) certain property located at 301 Dupree Street, in Charlotte, North Carolina, which is comprised of 18.62 acres of land with a 189,780 square foot building, to The Matlock Family Trust, a trust organized under the laws of the state of Pennsylvania; and (2) certain property comprised of five tax lots known as 71 and 75 Quinsigamond Avenues, 15 and 17 Ashmont Avenues, and 3 Arwick Avenue, in Worcester, Massachusetts, which is comprised of 1.55 acres of land with a 46,800 square foot building and other minor structures, to Six Academy LLC, a Massachusetts company. J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, relates that the Debtors no longer utilize the Properties in their operations. After evaluating the terms and benefits of the Proposed Purchasers' proposals, the Debtors entered into separate asset purchase agreements with the Proposed Purchasers as stalking horse bidders. The salient terms of the Sale Agreements include: (a) Purchase Price of $2,000,000 for the North Carolina Property, and $850,000 for the Massachusetts Property; (b) Amounts equal to 10% of the Purchase Prices were deposited and held by the escrow agent until all conditions to closing are satisfied; (c) Condition to closing: The Agreements are subject to: * higher or otherwise better offers; and * Court approval; (d) A restrictive covenant will be recorded prohibiting the use of the Properties as a commercial bakery for a period of 60 months; (e) The Matlock Family agrees to lease the North Carolina Property to the Debtors for a term of six months for a monthly base rate of $10,000; and (f) The Debtors will deliver good and marketable fee simple title to the Land and Improvements, free and clear of liens. The Properties are being sold "as-is, where-is," with no representations or warranties, reasonable wear and tear, casualty and condemnation excepted. Bidding Procedures Mr. Ivester further notes that the Debtors have established bidding procedures for the sale of the Properties. The key dates set forth in the Bidding Procedures for both Properties are: -- a July 10, 2007 Bid Deadline; and -- a July 13, 2007 Auction Date at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at 333 West Wacker Drive, Suite 2100, Chicago, Illinois, or by teleconference. The minimum bid for the North Carolina Property is $2,100,000, while the minimum bid for the Massachusetts Property is $925,000. The Debtors have agreed to provide bid protections to the proposed purchasers: Proposed Documented Expense Purchaser Bid Protections Reimbursement --------- ---------------- ------------------ Matlock Family $40,000 $50,000 Six Academy 17,000 50,000 For the Massachusetts Property, Mr. Ivester discloses that the Debtors propose to pay Worcester's tax collector the (i) outstanding real property taxes for the 2005 fiscal year amounting to $14,326, (ii) interest on 2005 Taxes accruing at an annual rate of 6%, and (iii) penalties in all delinquent taxes. The Sale Hearing for both Properties is scheduled for July 18, 2007. About Interstate Bakeries Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014) in total debts. The Debtors' exclusive period to file a chapter 11 plan expires on Oct. 5, 2007. (Interstate Bakeries Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). INVACARE CORP: Extends Tender Offer Expiration to July 12 --------------------------------------------------------- Invacare Corporation is granting the holders of its outstanding, unregistered 9-3/4% Senior Notes due 2015 (CUSIP: 461203AA9 and U46083AA6) additional time to exchange the Initial Notes for its 9-3/4% Senior Notes due 2015 (CUSIP: 461203AB7), which are registered under the Securities Act of 1933, as amended. All other terms and conditions of the exchange offer remain unchanged and in full force and effect. The terms of the Exchange Notes are substantially identical to the terms of the Initial Notes for which they may be exchanged pursuant to the exchange offer, except that the Exchange Notes are registered under the Securities Act. The exchange offer, which commenced on May 29, 2007, and was previously set to expire on June 28, 2007, will now expire at 5:00 p.m., New York City time, Thursday, July 12, 2007, unless extended. As of June 28, 2007, holders of approximately $174 million of the total $175 million in aggregate principal amount of Initial Notes had tendered Initial Notes pursuant to the exchange offer. Requests for assistance regarding the exchange offer or for copies of the exchange offer materials should be addressed to the exchange agent for the exchange offer at: Wells Fargo Bank N.A. Attn: Reorg, Corporate Trust Services MAC N9311-110, 625 Marquette Avenue Minneapolis, MN 55479 Fax (612) 667-6282 About Invacare Corp. Headquartered in Elyria, Ohio, Invacare Corporation (NYSE: IVC) -- http://www.invacare.com/-- manufactures and distributes innovative home and long-term care medical products. The company has 5,700 associates and markets its products in 80 countries around the world. * * * Moody's Investor Services rated Invacare Corporation's long-term corporate family at B1, its probability of default at B1. The outlook is stable. Standard & Poor's assigned B rating on its long-term foreign and local issuer credit. INVESTORS FINANCIAL: Fitch Upgrades then Withdraws Ratings ---------------------------------------------------------- Fitch Ratings has upgraded and removed from Rating Watch Positive the ratings of Investors Financial Services Corporation and its main operating subsidiary Investors Bank & Trust Company following their acquisition by State Street Corporation. These actions align the ratings of IFIN and IBT with those of State Street. Since IFIN and IBT have ceased to exist as separate entities after the merger, Fitch is also withdrawing all issuer ratings of these entities. In addition, Fitch has affirmed all ratings of State Street Corporation and its affiliates. State Street's Rating Outlook remains Stable. A complete list of ratings follows at the end of this release. Fitch believes the strategic rationale for the deal is strong, but notes several challenges. On the positive side, the merger has increased State Street's scale and reach in the asset servicing business. State Street is now the second largest asset servicer in the world, behind only Bank of New York Mellon. State Street has also become the largest global servicer of hedge funds, a rapidly growing sector of the servicing business. Management projects that the transaction will be neutral to GAAP earnings in 2008 and accretive thereafter. Challenges include achieving projected cost save and client retention goals. Cost save goals are relatively high, at approximately 50% of IFIN's expense base. The difficulty of achieving this goal is reduced by the degree of overlap between State Street's and IFIN's operations. State Street's client retention goal is to retain 90% of IFIN's existing revenue base. Fitch believes that State Street may face both contract renegotiations as well as client losses, particularly since some of IFIN's clients are rivals of State Street's investment management subsidiary SSgA. Still, since State Street has few direct competitors in servicing complex pooled funds, Fitch believes management should be able to avoid excessive outright client losses. Fitch notes that management will likely repurchase shares post closing to prevent dilution to earnings per share. That said, Fitch expects management to maintain capital at levels appropriate for State Street's risk profile and ratings category. Fitch has affirmed these ratings with a Stable Outlook: State Street Corporation -- Long-term Issuer default rating at 'AA-'; -- Long-term senior at 'AA-'; -- Long-term subordinated at 'A+'; -- Short-term IDR at 'F1+'; -- Short-term debt at 'F1+'; -- Individual at 'A/B'; -- Support at '5'; -- Support Rating Floor at 'NF'. State Street Bank and Trust Company -- Long-term Issuer default rating at 'AA-'; -- Long-term deposits at 'AA'; -- Long-term subordinated at 'A+'; -- Short-term IDR at 'F1+'; -- Short-term deposits at 'F1+'; -- Individual at 'A/B'; -- Support at '2'; -- Support Rating Floor at 'BBB+'. State Street Capital I State Street Capital IV State Street Institutional Capital Trust A-B -- Trust Preferred Securities at `A+.' Fitch has upgraded, removed from Rating Watch Positive, and withdrawn these ratings: Investors Financial Services Corporation -- Long-term Issuer Default Rating to `AA-' from 'A'; -- Short-term IDR to 'F1+' from `F1'; -- Individual to `A/B' from 'B'; Investors Bank and Trust Company -- Long-term Issuer Default Rating to `AA-' from 'A'; -- Short-term IDR to 'F1+' from `F1'; -- Long-term deposits to 'AA' from `A+'; -- Short-term deposits to 'F1+' from `F1'; -- Individual to `A/B' from 'B'; -- Support to '2' from '5'; -- Support Rating Floor to 'BBB+' from 'NF.' Fitch has upgraded this rating: Investors Capital Trust I -- Trust Preferred Securities to `A+' from `A-.' Fitch has withdrawn these ratings: Investors Financial Services Corporation -- Support '5'; -- Support Rating Floor 'NF.' IPSCO INC: Receives Requisite Consents for 8-3/4% Senior Notes -------------------------------------------------------------- IPSCO Inc. has received consents from the holders of approximately $142.6 million in aggregate, or 99.15% in aggregate, of its outstanding 8-3/4% Senior Notes due 2013 as of 5:00 p.m. New York City time on June 29, 2007, in connection with its tender offer and consent solicitation for such Notes. The consents received exceeded the number needed to approve the adoption of the proposed amendments to the indenture under which the Notes were issued. The terms of the tender offer and consent solicitation for the Notes are detailed in IPSCO Inc.'s offer to purchase and consent solicitation statement dated June 18, 2007, and the related letter of transmittal and consent. Based on the consents received, IPSCO Inc., the guarantors and the trustee under the indenture governing the Notes are expected to enter into a supplemental indenture that will, once operative, eliminate substantially all of the restrictive covenants in the Note indenture and certain of the events of default, well as modify certain other provisions. The supplemental indenture will not become operative unless and until Notes are accepted for payment by IPSCO Inc. pursuant to the tender offer. Holders who validly tendered their Notes on or prior to the Consent Date will be eligible to receive the total consideration offered in the tender offer and consent solicitation if the Notes are accepted for payment as described in the Offer to Purchase. Holders who validly tender their Notes after the Consent Date, and on or prior to 5:00 p.m., New York City time, July 17, 2007, will be eligible to receive the total consideration less the consent payment, namely the tender offer consideration, if the Notes are accepted for payment as described in the Offer to Purchase. Notes tendered after the Consent Date may not be withdrawn. IPSCO Inc.'s offer to purchase the Notes is subject to the satisfaction or waiver of the various conditions as described in the Offer to Purchase. The tender offer is scheduled to expire at 5:00 p.m., New York City time, July 17, 2007, subject to IPSCO Inc.'s right to amend, extend or terminate the tender offer at any time. J.P. Morgan Securities Inc. is the sole Dealer Manager for the tender offer and the consent solicitation and can be contacted at (866) 834-4666 (toll free). Global Bondholder Services Corporation is the Information Agent and the Depositary for the tender offer and the consent solicitation and can be contacted at (212) 430-3774 (collect) or toll free at (866) 470-4300. About IPSCO Inc. Located at Regina, Saskatchewan, IPSCO Inc. (NYSE/TSX: IPS) -- http://www.ipsco.com/-- produces energy tubulars and steel plate in North America. IPSCO operates four steel mills, eleven pipe mills, and scrap processing centers and product finishing facilities in 25 geographic locations across the United States and Canada. The company's pipe mills produce a wide range of seamless and welded energy tubular products including oil & gas well casing, tubing, line pipe and large diameter transmission pipe. Additionally, IPSCO provides premium connections for oil and gas drilling and production. * * * As reported in the Troubled Company Reporter on June 15, 2007, the proposed plan of arrangement between IPSCO Inc. and SSAB Svenskt Stal AB, pursuant to which IPSCO would be acquired by SSAB for a cash consideration of $160 per share, has expired. The expiration of the Hart-Scott-Rodino waiting period satisfies one of the conditions to SSAB's acquisition of IPSCO. Consummation of the plan of arrangement, which is expected to occur in the third quarter of 2007, remains subject to other customary closing conditions, including approval of the plan of arrangement by IPSCO's shareholders and obtaining certain regulatory approvals. J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2 -------------------------------------------------------------- Moody's Investors Service prospectively assigned a (P)Caa2 rating to new senior unsecured notes totaling $600 million to be issued by J&F I Finance Co, which will be a subsidiary of J&F Participacoes, S.A. Moody's also prospectively assigned a (P)B3 corporate family rating, a B3 probability of default rating, and a speculative grade liquidity rating of SGL-2 to New Swift. The rating outlook is stable. The ratings are subject to review of final documentation and subject to a $500 million equity component in the approximately $1.46 billion consideration for the acquisition of Swift. Should the equity amount be less than $500 million or should any other terms of the transaction change, Moody's may revise the prospective ratings and/or outlook of New Swift. The ratings of the existing Swift & Company remain on review for possible upgrade pending completion of the acquisition. When Old Swift is acquired and its existing debt repaid, ratings will be withdrawn. Ratings assigned prospectively with a positive outlook: J&F I Finance Co., to be renamed Swift & Company (New Swift): -- Corporate family rating at (P)B3 -- Probability of default rating at B3 -- New $200 million senior unsecured guaranteed notes due 2015 at (P)Caa2 (LGD5, 81%) -- New $200 million senior unsecured guaranteed toggle notes due 2015 at (P)Caa2 (LGD5, 81%) -- New $200 million senior unsecured guaranteed floating rate notes due 2014 at (P)Caa2 (LGD5, 81%) -- Speculative grade liquidity rating at SGL-2 Ratings continuing on review for possible upgrade: Swift & Company (Old Swift): -- Corporate family rating at B3 -- Probability of default rating at B3 -- Existing senior unsecured notes at Caa1 -- Existing subordinated notes at Caa1 Swift will be acquired by J&F, a Brazilian company that is the majority owner of Latin America's largest beef producer, JBS. JBS has annual revenues of about $2.1 billion (US$ equivalent) and EBITDA of $304 million. J&F I Finance Co., which will be a subsidiary of J&F, will issue $600 million in new senior unsecured notes and will merge into Swift & Company, currently a subsidiary of Swift Foods Company, with Swift & Company as the surviving entity. Swift & Company will assume the obligations of J&F I Finance under the notes, and Swift & Company will merge into S&C Holdco, 3 Inc., with S&C Holdco, 3 Inc. continuing as the surviving entity to be renamed Swift & Company. Swift's B3 corporate family rating reflects the company's highly volatile earnings and cash flow, very high enterprise leverage, low margins and weak credit metrics, and the continuing challenging conditions in the volatile US beef industry overall. New Swift's ratings are supported by its scale as the third largest beef and pork processor in the US, by Swift's strong Australian operations, and by the company's solid liquidity. Moody's analyzes Swift's operations in the context of the Rating Methodology for Global Natural Product Processors - Protein and Agriculture. Using the 22 rating factors cited in this methodology -- and proforma financials for fiscal 2007 and Moody's projected financials for 2008 and 2009 -- all proforma for the new capital structure -- Swift's rating would score at B2, one notch above its actual rating level. The company's actual rating reflects the significant weight that Moody's places on Swift's currently high leverage and weak credit metrics and on the possibility of challenges faced by new management with little experience in the US market. Moody's view is that Swift has not yet completely recovered from the challenges of the last few years that negatively impacted operating results. Despite the equity component in the consideration, the reduction in funded debt upon acquisition is modest; post-acquisition funded debt of $957 million will be only about $200 million less than the current funded debt at Old Swift of about $1.16 billion. The stable rating outlook for New Swift reflects Moody's expectation that -- although earnings will continue to modestly rebound as beef volumes strengthen in the US and Australia and as the company is able to realize some of the benefits of recent operational restructuring moves -- near term improvements in debt protection measures are likely to be modest. The SGL-2 rating of New Swift is based on Moody's anticipation that the company's liquidity over the next twelve months will be good, with moderate usage of its unrated $700 million senior secured revolving credit and modest seasonal variations in internal cash flow generation for a protein company. Cash flow available to service debt is projected by Moody's to be breakeven or slightly negative over the next four quarters as Swift strengthens its operating performance. Borrowing base availability is expected to be ample. The single covenant in the revolving credit agreement is not tested unless availability is less than $75 million; it is not at all likely that availability will be this low, so it is unlikely that the covenant will be tested. Alternative liquidity is limited as assets are encumbered. Swift & Company is one of the world's leading beef and pork processing companies. Its largest business segments are domestic beef processing (Swift Beef, 59% of consolidated sales for the first 39 weeks ended February 25, 2007), domestic pork processing (Swift Pork, 22%) and beef operations in Swift Australia (19%). Consolidated sales for the twelve months ended February 25, 2007 were approximately $9.5 billion. JDA SOFTWARE: Good Operating Performance Cues S&P's Pos. Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on JDA Software Group Inc., and its 'BB-' senior secured bank loan ratings, with a recovery rating of '2'. The outlook is revised to positive from stable. The outlook revision reflects the progress Scottsdale, Arizona- based JDA has made in its integration of the Manugistics Group Inc. acquisition, good operating performance, and modest reduction of acquisition-related debt. With 2006 revenues of $278 million, JDA is a leading provider of retail software applications, offering a comprehensive suite of products, specializing in enterprise risk planning demand chain optimization and analytics. "We could raise the ratings over the intermediate term," said Standard & Poor's credit analyst Philip Shrank, "as the company maintains its successful track record of profitability, coupled with maintaining total debt to EBITDA of 4x or lower." KENDLE INT'L: Inks Pact with UBS to Increase Loan Amount -------------------------------------------------------- Kendle International Inc. and UBS AG, Stamford Branch executed an increase joinder agreement which contemplates the revolving credit loan available under the credit agreement, as amended, is increased by $28.5 million, subject to certain conditions. The amended credit agreement was made among the company, certain of its subsidiaries, various lenders, and UBS AG, as administrative agent for the lenders. Existing lenders under the credit agreement have committed to the requested increase but the effectiveness of such increase is subject to certain conditions precedent. If these conditions are satisfied, the company will have a total available revolving credit loan under the credit agreement of $53.5 million. If such conditions are not satisfied on or prior to Sept. 25, 2007, the additional commitments will terminate. As of June 27, 2007, no amounts were outstanding under the company's revolving credit loan. About Kendle Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL) -- http://www.kendle.com/-- is a global clinical research organization and provides Phase II-IV clinical development services worldwide. The company's global clinical development business is focused on five regions - North America, Europe, Asia/Pacific, Latin America and Africa. * * * As of July 3, 2007, the company carries Moody's B1 long-term corporate family rating, B1 bank loan debt, and B2 probability of default rating. The outlook is stable. In addition, the company also carries Standard & Poor's B+ long- term foreign and local issuer credits. The outlook is stable. KINETIC CONCEPTS: Moody's Affirms Ba2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service changed Kinetic Concepts, Inc's ratings outlook to positive from stable. Moody's also affirmed the company's Ba2 Corporate Family Rating. The positive outlook reflects the expansion of free cash flow and reduction of outstanding debt. KCI paid $238 million or 53% of total debt outstanding, in aggregate, from Dec. 31, 2004 to March 31, 2007. Continued sales growth has fueled expanding free cash flow from $25 million in 2004 to $163 million for the twelve months ending March 31, 2007. The company's sizable debt repayments combined with consistently strong free cash flow have contributed to significantly improved financial flexibility and credit metrics. Concurrently, Moody's lowered the rating on the company's term loan B and revolving secured bank facility to Ba2 from Ba1. This action reflects lower loss absorption because of the repayment of subordinated debt in the capital structure. The company repaid about $16 million in subordinated debt over the twelve months ended March 31, 2007. These ratings were affirmed with a positive outlook and revised LGD assessments: -- Corporate Family Rating, Ba2 -- Guaranteed unsecured subordinates notes, due 2013, B1, (LGD5, 86% revised to LGD5, 87% -- Probability of Default Rating, Ba2 These ratings were downgraded with a positive outlook: -- Guaranteed senior secured revolving credit facility, due 2009, downgraded to Ba2, LGD3, 40% from Ba1, LGD3, 36% -- Guaranteed senior secured term loan B, due 2010, downgraded to Ba2, LGD3, 40% from Ba1, LGD3, 36% Kinetic Concepts, Inc., headquartered in San Antonio, Texas, provides therapies for advanced wound healing and for the treatment and prevention of complications suffered by patients as a result of immobility. Revenues for the twelve months ended March 31, 2007 were about $1.4 billion. KINETIC CONCEPTS: S&P Affirms Corporate Credit Rating at BB ----------------------------------------------------------- Standard & Poor's Ratings Services revised its bank loan and recovery ratings on Kinetic Concepts Inc.'s $100 million revolving credit facility maturing 2009 and $139 million term loan B maturing 2010. The senior secured debt rating has been raised to 'BBB-' from 'BB+'. The recovery rating has been revised to '1', indicating the expectation for very high recovery (90%-100%) in the event of a payment default, from '2'. The rating action reflects S&P's use of a higher enterprise value multiple and greater expected EBITDA in our default analysis. S&P also affirmed the 'BB' corporate credit rating on KCI. The outlook remains stable. The rating on San Antonio, Texas-based KCI reflects the company's significant dependence on its vacuum-assisted closure device for hard-to-heal wounds, which makes it subject to competitive technological developments and potential third-party pricing pressure on its VAC device. These concerns are partially offset by the strong sales momentum and cash flow related to the VAC device, the potential for future product diversification through moderate-sized acquisitions, and the company's willingness to maintain a conservative financial profile. "The potential for further upgrades has been tempered by the company's product concentration," said Standard & Poor's credit analyst Jesse Juliano. S&P expect KCI to use free cash flow and its revolver availability to further diversify its product offerings through acquisitions. LEASE INVESTMENT: Fitch Downgrades Ratings on Four Note Classes --------------------------------------------------------------- Fitch has taken these rating actions for Lease Investment Flight Trust aircraft securitization: -- Class A-1 notes downgraded to 'BB' from 'BB+'; -- Class A-2 notes downgraded to 'BB' from 'BB+'; -- Class A-3 notes affirmed at 'BBB-'; -- Class B-1 notes downgraded to 'CC/DR5' from 'CCC/DR4'; -- Class B-2 notes downgraded to 'CC/DR5' from 'CCC/DR4'; -- Class C-1 notes remain at 'C/DR6'; -- Class C-2 notes remain at 'C/DR6'; -- Class D-1 notes remain at 'C/DR6'; -- Class D-2 notes remain at 'C/DR6'. Cash flow available to service debt in the LIFT transaction has continued to steadily decline over the past year and a half. Due to the combination of reductions in available collections and periodic spikes in expenses, cash liquidity for classes B, C, and D were completely exhausted as of May 2007 reporting, resulting in interest shortfalls in for each of those classes in that month. While the interest shortfall for class B has since been cured, it is not anticipated that the class will continue to receive current interest payments much beyond the next several months. Class A continues to pay minimum principal payments; however, as available cash flow continues to decline, the reliability of full principal payment on the class A notes also declines. Fitch's analysis incorporated expected cash flow to be available to the trust over the remaining life of the transaction. This expectation is based on several factors including aircraft age, current portfolio value, potential lease rates, and perceived liquidity of the portfolio. LIFT is a Delaware business trust formed to conduct limited activities, including the issuance of debt, and the buying, owning, leasing and selling of commercial jet aircraft. LIFT originally issued $1.4 billion of rated notes in June 2001. Primary servicing on LIFT's aircraft is being performed by GE Capital Aviation Services, wholly owned by General Electric Corporation while the administrative agent role is being performed by Phoenix American Financial Services, Inc. LAJITAS RESORT: Case Summary & 27 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Lajitas Resort, Ltd. H.C. 70, Box 400 Lajitas, TX 79852 Bankruptcy Case No.: 07-70143 Type of business: The Debtor owns and operates a hotel with a private club and real estate/property division. See http://www.lajitas.com/ Debtor affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- Lajitas Airport, Ltd. 07-70144 Lajitas Real Estate, Ltd. 07-70145 Lajitas Utility Co., Inc. 07-70146 Chapter 11 Petition Date: July 2, 2007 Court: Western District of Texas (Midland) Debtor's Counsel: Kevin G. Herd, Esq. Goodrich, Postnikoff, & Albertson, L.L.P. 777 Main Street, Suite 1360 Fort Worth, TX 76102 Tel: (817) 347-5265 Fax: (817) 335-9411 Estimated Assets Estimated Debts ---------------- --------------- Lajitas Resort, Ltd. $1 Million to Less than $10,000 $100 Million Lajitas Airport, Ltd. Less than $10,000 $1 Million to $100 Million Lajitas Real Estate, Ltd. $1 Million to $1 Million to $100 Million $100 Million Lajitas Utility Co., Inc. Less than $10,000 Less than $10,000 A. Lajitas Resort, Ltd's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service payroll taxes $276,945 Payroll Taxes-E.F.T.P.S. Ogden, UT 84201 Trans Pecos Land $125,820 Surveyors P.O. Box 455 Marathon, TX 79842 Santa Elena Hospitality $104,961 Group 9433 F.M. 2244 Suite 1-250 Austin, TX 78733 John Deere Credit trade payable $91,038 Yield, Inc. $64,496 P.K.F. Consulting $57,975 S.R.S. Management, L.L.C. $40,848 A.T.I. Jet, Inc. $40,500 Hotel Representative, Inc. $40,008 The Golf Channel $40,000 Victoria King Public $38,706 Relations, Inc. Delinko International, $38,297 Inc. Locke, Liddell & Sapp $35,615 Texas Monthly $35,346 Austex Enterprises, Ltd. trade $30,540 Settle Pou $26,190 Ingersoll Rand Financial, trade $26,129 S.V.C.S. Blue Cross Blue Shield employee $25,075 of Texas insurance Gary Jones Computing, Ltd. trade $24,771 Texas River Expeditions $24,230 B. Lajitas Airport, Ltd's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service payroll taxes $1,456 Payroll Taxes-E.F.T.P.S. Ogden, TX 84201 C. Lajitas Real Estate, Ltd does not have creditors who are not insiders. D. Lajitas Utility Co., Inc's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Warren Cat $1,549 P.O. Box 842116 San Antonio, TX 78284 Coleman Well Service $1,306 P.O. Box 1552 Alpine, TX 79831 Internal Revenue Service taxes $931 Payroll Taxes-E.F.T.P.S. Ogden, UT 84201 Sims Plastics, Inc. $919 Univar, U.S.A. trade $686 Central Freight Lines, trade $571 Inc. LIBERTY BRANDS: U.S. Trustee Wants Case Converted to Chapter 7 -------------------------------------------------------------- The U.S. Trustee for Region 3 asks the U.S. Bankruptcy Court for the District of Delaware to convert Liberty Brands LLC's chapter 11 case under a chapter 7 liquidation proceeding, Bill Rochelle of Bloomberg News reports. According to Bloomberg, the U.S. Trustee's motion followed the Debtor's statement at a June 25 hearing that it would liquidate its business due to insufficient cash available to pay obligations. Bloomberg relates that in May 2007, the Debtor filed a lawsuit asking the Court to restrain 50 states from interfering with the sale of its tobacco products. In that lawsuit, Bloomberg says Liberty alleged that the states are threatening to prohibit the sale of its products because of the company's failure to make a $13.4 million payment due April 17, 2007, under a 1998 master settlement agreement between tobacco manufacturers and the states. One of the states objected saying that the lawsuit was premature because the states respect the automatic stay provided by the Bankruptcy Code. The Court is set to consider the matter at a July 18, 2007 hearing. Headquartered in Richmond, Va., Liberty Brands LLC manufactures, markets, and sells deep discount cigarettes in the U.S. The company filed for chapter 11 protection on May 10, 2007 (Bankr. D. Del. Case No. 07-10645). William David Sullivan, Esq. in Wilmington, Del., represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor filed for bankruptcy, it listed total assets of $9,256,685 and total debts of $25,573,877. LID LTD: Wants Exclusive Plan-Filing Period Extended to Dec. 15 --------------------------------------------------------------- L.I.D. Ltd. asks the U.S. Bankruptcy Court for the Southern District of New York to extend its exclusive periods to: a) file a plan of reorganization until Dec. 15, 2007, and b) solicit acceptances of that plan until Jan. 24, 2008. The Debtor tells the Court that the additional is warranted citing its case is large and complex. The Debtor discloses that it is indebted to four separate secured lenders, totaling over $40 million. In addition, the Debtor ships diamonds and diamond jewelry around the world as part of a group of affiliates from the U.S., Israel, India, Hong Kong and Japan. Several of the lenders in this case have borrowing relationships with some of these affiliates. Further, the Debtor says, it is still evaluating filed claims, and is actively pursuing alternative financing as an alternative method of emerging from Chapter 11, further justifying the requested extension of time. The Debtor contends that more time is needed since it has been focused, almost entirely, on resolving issues with the lenders. The Debtor relates that there is no agent bank speaking for the lenders and the various lenders have often taken different positions from one another on various issues. As a result, the Debtor has had to negotiate and renegotiate the terms of several extensions of the Debtor's continued use of cash collateral. The lenders have demanded the Debtor spend an inordinate amount of time responding to requests and allowing the Lenders to review documents, inventory and shipments. In addition, the Lenders have engaged in oft times, redundant reviews. The Debtor expects that these reviews and constant interruptions of its business will end, after the entry of a Final Cash Collateral Order, which shall allow the Debtor to focus on the plan process and devote more time to business matters. The Court has set a hearing on July 12, 2007, at 10:00 a.m., to consider the Debtor's request. Objections, if any, are due July 9, 2007. The Debtor's exclusive period to file a plan will expire on July 15, 2007. About L.I.D. Ltd. Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter 11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725) Attorneys at The Law Offices of Avrum J. Rosen in Huntington, New York represent the Debtor in its restructuring efforts. When the Debtor sought protection from its creditors, it listed total assets of $157,784,935 and total debts of $143,867,465. LN ACQUISITION: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating of LN Acquisition Corp, a wholly-owned subsidiary of Lincoln Holdings Enterprises Inc., as well as its B1 senior secured first lien debt ratings and Caa1 senior secured second lien term loan. The outlook remains stable. The rating action follows the company's decision to rise its dividend payment to its shareholders by an additional $25 million to $175 million, which will be funded by an equivalent increase in the proposed 7-year first lien term loan. While signaling a degree of financial aggressiveness likely to constrain the rating going forward, the debt-funded dividend rise deteriorates only modestly Lincoln's leverage (pro forma Moody's adjusted debt/trailing twelve month EBITDA as of June 30, 2007) -- to 6.2 times from 5.9 times previously anticipated. Moody's still expects the company to generate positive annual free cash flow and to reduce its leverage ratio to a level closer to 5 times in the intermediate term. Moody's notes that should the leverage ratio not fall below 6x as expected, the ratings could face negative pressures. Ratings affirmed: -- B2 Corporate Family Rating -- B2 Probability of Default Rating -- B1 First Lien Term Loan B (LGD 3/35%) -- B1 Senior Secured Revolver (LGD 3/35%) -- Caa1 Second Lien Term Loan (LGD 5/86%) LN Acquisition Corp. is now raising $490 million in secured first lien and second lien bank debt in order to refinance existing Lincoln's debt, fund a $175 million dividend to its shareholders, primarily its equity sponsor, The Harbour Group, and realize two small acquisitions for about $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. MANOR CARE: Inks $6.3 Billion Privatization Deal with Carlyle ------------------------------------------------------------- Manor Care Inc. said in a press statement that following a comprehensive review of strategic alternatives, its Board of Directors has approved a transaction with global private equity firm The Carlyle Group to take the company private in an all cash transaction valued at approximately $6.3 billion. Under terms of the agreement, at the close of the transaction, Manor Care shareholders will receive $67.00 in cash for each share of common stock owned. This represents a 20 percent premium to Manor Care's closing stock price of $55.75 on April 10, 2007, prior to the company's April 11th announcement it would evaluate strategic alternatives. "The Board of Directors and our financial advisors thoroughly evaluated a wide range of strategic alternatives to maximize shareholder value," said Paul A. Ormond, Chief Executive Officer, Chairman and President. "Partnering with top tier firm Carlyle and providing our shareholders with this attractive valuation is the best of those alternatives. This transaction affords a significant cash premium to our shareholders while allowing the company to continue its strategic direction and commitment to quality care. Carlyle appreciates the success we have achieved as a company and the role that our management and employees have played in the growth of this organization and its unique capabilities." Karen Bechtel, Carlyle Managing Director and head of the health care sector team, said, "We are delighted to have this opportunity to invest in the largest owner and operator of facilities providing post-acute care services and long-term care in the country. Paul Ormond and his management and employee team have built a remarkable company that is positioned for continued growth and success." Completion of the transaction is contingent on approval by the company's shareholders, receipt of necessary regulatory approvals, and fulfillment of other usual and customary closing conditions. Manor Care anticipates the closing to occur in the fourth quarter of 2007. The transaction will be financed through a combination of commercial mortgage-backed securities, other debt financing and equity provided by Carlyle. Manor Care's financial advisor is JPMorgan, and its legal advisor is Cravath, Swaine and Moore LLP. Citi also provided certain financial advisory services to the Board of Directors of Manor Care in connection with the transaction. The Carlyle Group's financial advisors are Morgan Stanley, Credit Suisse and Banc of America Securities LLC, and Latham & Watkins LLP is legal advisor. About The Carlyle Group Headquartered in Washington, D.C., The Carlyle Group -- http://www.thecarlylegroup.com/-- is a global private equity firm with $58.5 billion under management. The company has more than 400 investment professionals operating out of offices in North America, Europe, Asia, Australia and Africa. About Manor Care Inc. Headquartered in Toledo, Ohio, Manor Care Inc. (NYSE: HCR) -- http://www.hcr-manorcare.com/-- through its operating group HCR Manor Care, provides a range of health care services, including skilled nursing care, assisted living, post-acute medical and rehabilitation care, hospice care, home health care, and rehabilitation therapy services in the United States. MANOR CARE: $6.3 Billion Carlyle Deal Cues S&P to Cut Ratings ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Manor Care Inc. to 'B+ from 'BBB-'. All ratings on Manor Care remain on CreditWatch with negative implications, where they were originally placed on April 12, 2007, after the company announced it had hired a financial advisor to consider strategic alternatives. The rating downgrade reflects the announcement that Toledo, Ohio- based nursing home owner and operator Manor Care's board of directors approved a transaction with The Carlyle Group to take the company private in a transaction valued at $6.3 billion. S&P expect the transaction to include the issuance of a large amount of new debt that will significantly compromise credit quality. "We may lower the corporate credit rating further, said Standard & Poor's credit analyst David P. Peknay, "depending on the details of the transaction as it nears completion." S&P will also review its strategic decisions regarding the operation of the company under a large debt burden as part of S&P's evaluation to resolve the CreditWatch listing. MCDERMOTT INT'L: Good Performance Cues Moody's to Upgrade Ratings ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of McDermott International Inc. and its subsidiaries. Moody's raised MII's Corporate Family Rating to Ba3 from B1. Moody's upgraded J. Ray McDermott, S.A.'s CFR to Ba3 from B1, its Probability of Default Rating to B1 from B2 and its senior secured bank facility to Ba2 (LGD-2, 22%) from Ba3 (LGD-2, 24%). The Babcock & Wilcox Company's senior secured bank facility rating was raised to Baa3 (LGD-1, 6%) from Ba2 (LGD-2, 19%). The rating outlook for J. Ray is positive, while the rating outlooks for MII and B&W are both stable. The Corporate Family Ratings upgrades reflect continuing operating and financial performance improvement, greater visibility of near term performance based on growing backlogs, lower leverage with no funded debt at either J. Ray or B&W, and strong liquidity. The ratings are tempered by the inherent cyclicality in both J. Ray's and B&W's businesses, exposure to fixed price contracts and potential event risk arising from MII's growth strategy. J. Ray McDermott J. Ray's improved performance is primarily reflected in the company's higher backlog, which increased $1 billion to $4.2 billion at March 31, 2007 from $3.2 billion at June 30, 2006. Moody's expects J. Ray will continue to benefit from strong fundamentals in the offshore construction market over the near to medium term. J. Ray has added to its backlog while maintaining its disciplined bidding process as shown in its consistent operating margins. The rating upgrade further reflects J. Ray's consistent free cash flow generation -- greater than $300 million for the twelve months ended March 31, 2007 -- leading to increased cash on its balance sheet while maintaining no funded debt. However, Moody's notes that a substantial amount of its cash will be used to fund the recently announced $260 million Secunda acquisition. The rating upgrade of J. Ray's senior secured credit facility reflects the higher CFR as well as the application of Moody's loss given default methodology. J. Ray's Ba2 secured facility rating benefits from its senior position in the company's capital structure, which is supported by a significant amount of unsecured obligations including trade payables and an underfunded pension. J. Ray's positive outlook reflects the company's substantial backlog and Moody's expectation that it will benefit from continued investment in energy infrastructure, while maintaining the company's disciplined bidding process and low financial leverage. J. Ray could be upgraded through a combination of continued strong operating and financial performance, as reflected in a growing backlog and sustained higher operating margins, increased diversification, and maintaining low leverage while pursuing its growth strategy. Babcock & Wilcox MII's CFR rating upgrade reflects B&W's consistent performance since emerging from bankruptcy in February 2006 and the recent repayment of B&W's $250 million term loan, resulting in no funded debt. B&W's backlog grew modestly to $2.3 billion at March 31, 2007, compared to $1.9 billion at March 31, 2006. About 43% of this backlog is expected to roll-off in the remainder of 2007, providing near term visibility for the company's revenue. B&W should continue to benefit from the favorable business outlook based on expected growth in electrical generation demand and the increased environmental spending requirements of its customers. In April, B&W repaid its $250 million term loan that had funded a payment obligation to the asbestos settlement trust. All of B&W's financial obligations under the plan of reorganization from its bankruptcy were settled by the end of 2006. Looking forward, leverage and coverage should improve through a combination of MII's plans to fully fund its pensions, which will lower adjusted debt, and modestly growing cash flow. On a standalone basis, Moody's considers B&W's credit quality to be consistent with MII's Ba3 CFR. B&W's Baa3 senior secured rating of its credit facility reflects the application of Moody's loss given default methodology. The secured facility rating benefits from substantial underfunded pension obligations at B&W as well as other companies within the MII family. Moody's expects that this rating uplift will decline over time as MII funds these pensions. McDermott International Inc., headquartered in Houston, Texas, is an international energy services company that provides engineering, fabrication, installation and facilities management services to energy and power companies and to the U.S. government. MCKINNON & SON: Case Summary & 32 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: McKinnon & Son Farms, L.L.C. 2587 Lindsey Merritt Road Wray, GA 31798 Bankruptcy Case No.: 07-50493 Type of business: The Debtors are engaged in the farming business. Debtor affiliate filing separate Chapter 11 petitions: Entity Case No. ------ -------- George Mckinnon 07-50490 Twin Willow Farms, Inc. 07-50491 Chapter 11 Petition Date: July 2, 2007 Court: Southern District of Georgia (Waycross) Debtors' Counsel: R. Flay Cabiness, Esq. Bankruptcy Group, L.L.C.-Brunswick 2225 Gloucester Street Brunswick, GA 31520 Tel: (912) 554-3774 Fax: (912) 262-0285 Estimated Assets Estimated Debts ---------------- --------------- McKinnon & Son Farms, L.L.C. Less than $10,000 $1 Million to $100 Million George Mckinnon Less than $10,000 $1 Million to $100 Million Twin Willow Farms, Inc. Less than $10,000 $1 Million to $100 Million A. McKinnon & Son Farms, LLC's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Prime South Bank $1,650,000 530 Memorial Drive Waycross, GA 31501 U.A.P./G.A. A.G. Che., suit $1,000,000 Inc. Donalsonville, GA 39845 Omega Gin Co. $960,000 4905 U.S. Highway 319 South Tifton, GA 31793 T. Sanford Roberts, $75,000 C.P.A. Monsanto Cotton unknown Katz, Flatau, Popson unknown & Boyer U.S. unknown Washington, D.C. U.S.A. unknown Savannah, GA 31412 B. George Mckinnon's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Prime South Bank $1,650,000 530 Memorial Drive Waycross, GA 31501 U.A.P./G.A. A.G. Che., suit $1,000,000 Inc. Donalsonville, GA 39845 Omega Gin Co. $960,000 4905 U.S. Highway 319 South Tifton, GA 31793 T. Sanford Roberts, $275,000 C.P.A. 213 Peterson Avenue Douglas, GA 31533 C.N.H. Capital $101,050 G.M.A.C. $81,802 Altamaha Bank & Trust Co. $68,282 Janice McKinnon credit account $40,000 Washington Mutual Bank credit card $19,795 Moore, Clarke, Duvall $15,000 & Rodgers Capital One credit card $2,906 Chase Bankcard credit card $1,457 Katz, Flatau, Popson unknown & Boyer Monsanto Cotton unknown Pete Donaldson unknown U.S. unknown C. Twin Willow Farms, Inc's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Prime South Bank $1,650,000 530 Memorial Drive Waycross, GA 31501 U.A.P./G.A. A.G. Che., suit $1,000,000 Inc. Donalsonville, GA 39845 Omega Gin Co. $960,000 4905 U.S. Highway 319 South Tifton, GA 31793 T. Sanford Roberts, $75,000 C.P.A. Monsanto Cotton unknown Katz, Flatau, Popson unknown & Boyer U.S. unknown Washington, D.C. U.S.A. unknown Savannah, GA 31412 MEYER-SUTTON: Wants Ch. 11 Case Converted to Chapter 7 Liquidation ------------------------------------------------------------------ Meyer-Sutton Homes Inc. asked the U.S. Bankruptcy Court for the Northern District of Georgia to convert its chapter 11 case into a chapter 7 liquidation proceeding, Bill Rochelle of Bloomberg News says. The Debtor told the Court that it chose to convert its case after secured lenders did not consent to the use of proceeds from home sales business operations. The Debtor is party to certain project finance loan agreements with a number of commercial banks, including Bank of Coweta, BB&T, Colonial Bank NA and Community Capital Bank. The loan obligations are secured by the Debtor's developed residential lots and homes, totaling approximately $26.5 million in the aggregate. Headquartered in Fayetteville, Georgia, Meyer-Sutton Homes Inc. and its affiliate, Meyer-Sutton Land Acquisition Inc. -- http://www.meyersutton.com/-- are engaged in the business of purchasing developed residential lots for speculative and pre-sold construction. The companies filed for chapter 11 protection on June 4, 2007 (Bankr. N.D. Ga. Case Nos. 07-11307 and 07-11306). Christopher S. Strickland, Esq. at Levine, Block & Strickland, L.L.P. represents the Debtors in their restructuring efforts. When they filed for bankruptcy, Meyer-Sutton Homes listed assets and debts between $10 million to $50 million while Meyer-Sutton Land listed assets and debts between $1 million to $10 million. MILA INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: M.I.L.A., Inc. 6021 244th Street Southwest Mountlake Terrace, WA Bankruptcy Case No.: 07-13059 Type of business: Doing business as Mortgage Investment Lending Associates, the Debtor is an e-commerce mortgage solutions provider who utilizes AccessPoint, a proprietary e-commerce portal, to help mortgage brokers, realtors and bankers fulfill customized residential home loans. See http://www.mila.com/ Chapter 11 Petition Date: July 2, 2007 Court: Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: Christine M. Tobin, Esq. James L. Day, Esq. Bush, Strout, & Kornfeld 601 Union Street, Suite 5500 Seattle, WA 98101-2373 Tel: (206) 292-2110 Total Assets: $7,886,962 Total Debts: $174,730,413 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Residential Funding specific $79,040,000 Corporation mortgage loans; Accounts Receivable value of 1646 North California security: Boulevard, Suite 400 $78,540,000 Walnut Creek, CA 94596 c/o Wes Bonine Residential Funding Corporation Accounts Receivable 1646 North California Boulevard, Suite 400 Walnut Creek, CA 94596 Tel: (952) 857-6865 Bear Stearns repurchase $21,000,000 Attention: Anne Kihagi obligation 3210 Beltline Road, Suite 136 Dallas, TX 75234-2324 c/o Anne Kihagi Bear Stearns 3210 Beltline Road, Suite 136 Dallas, TX 75234-2324 Tel: (415) 772-3205 Fax: (415) 249-8568 G.M.A.C./R.F.C. repurchase $10,500,000 Attention: Kelly Kratz obligation Residential Funding Corp./ Alternet Group One Meridian Crossing, Suite 100 Minneapolis, MN 55423 c/o Kelly Kratz Residential Funding Corp./ Alternet Group Minneapolis, MN 55423 Tel: (952) 979-2771 Fax: (952) 238-8695 Goldman Sachs Mortgage repurchase $6,800,000 Company obligation Attention: Marc Flamino 85 Broad Street New York, NY 10004 c/o Marc Flamino Goldman Sachs Mortgage Company 85 Broad Street New York, NY 10004 Tel: (212) 357-4727 Fax: (212) 902-1691 Nomura Securities repurchase $6,700,000 Attention: Donald obligation McCabe 2 World Financial C.T.R. Building B New York, NY 10281 c/o Donald McCabe Nomura Securities 2 World Financial C.T.R. Building B New York, NY 10281 Tel: (212) 667-2088 Wachovia Mortgage Corp. repurchase $4,700,000 Attention: Rick Newton obligation 201 South College Street Charlotte, NC 28288-2089 c/o Rick Newton Wachovia Mortgage Corp. 201 South College Street Charlotte, NC 28288-2089 Tel: (704) 715-7006 Deutsche Bank repurchase $4,000,000 Attention: Paul Mangione obligation 31 West 52nd Street 3rd Floor, NYC01-0304 New York, NY 10019 c/o Paul Mangione Deutsche Bank 31 West 52nd Street 3rd Floor, NYC01-0304 New York, NY 10019 Tel: (212) 250-5786 Fax: (732) 578-3764 D.B. Structured Products, repurchase $4,000,000 Inc. obligation Attention: Michael Commaroto 60 Wall Street, 19th Floor New York, NY 10005 c/o Michael Commaroto D.B. Structured Products, Inc. 60 Wall Street, FL 19 New York, NY 10005 Tel: (212) 250-3978 Credit Swiss First Boston repurchase $3,800,000 Mortgage Capital obligation Attention: Joan Van Nostrand 302 Carnegie Center, 2nd Floor Princeton, NJ 08540 c/o Joan Van Nostrand Credit Swiss First Boston Mortgage Capital 302 Carnegie Center, 2nd Floor Princeton, NJ 08540 Tel: (212) 325-528 Fax: (212) 743-4970 Countrywide Home Loans repurchase $3,500,000 Attention: Paul Cassidy obligation Document Management SV2-28 1800 Tapo Canyon Simi Valley, CA 93063 c/o Paul Cassidy Countrywide Home Loans Document Management SV2-28 1800 Tapo Canyon Simi Valley, CA 93063 Tel: (818) 316-8086 Citimortgage-Home Equity repurchase $3,000,000 Attention: Gary Paul obligation 1000 Technology Drive Mail Station: 758 O'Fallon, MO 63368-2240 c/o Gary Paul 1000 Technology Drive Mail Station: 758 O'Fallon, MO 63368-2240 Tel: (307) 886-5526 CitiFinancial Mortgage repurchase $2,100,000 Co., Inc. obligation Attention: Troy Kilbreath 8333 Ridgepoint Drive, Building 3 Irving, TX 75063 c/o Troy Kilbreath CitiFinancial Mortgage Co., Inc. 8333 Ridgepoint Drive, Building 3 Irving, TX 75063 Tel: (636) 261-4940 Banc America Leasing & furniture & $2,639,000 Capital computer One Financial Plaza, equipment; 5th Floor value of Providence, RI 02903 security: c/o Kevin Johnson $700,000 Banc America Leasing & Capital One Financial Plaza, 5th Floor Providence, RI 02903 Tel: (206) 358-7366 Fax: (800) 238-3737 Indymac Bank, F.S.B. repurchase $2,000,000 888 East Walnut Street obligation Pasadena, CA 91101 c/o Jim Banks Indymac Bank, F.S.B. 888 East Walnut Street Pasadena, CA 91101 Tel: (800) 669-2300, (extension: 8007) Layne E. Sapp satisfied $1,850,000 6021 244th Street guarantee Southwest of LOC to Mountlake Terrace, secure WA 98043 Debtor's c/o Layne E. Sapp lease 6021 244th Street obligations Southwest Mountlake Terrace, WA 98043 Aurora Loan Services repurchase $500,000 Attention: Leslie obligation Zahler 10350 Park Meadows Drive, 4th Floor Littleton, CO 80124 c/o Leslie Zahler Aurora Loan Services 10350 Park Meadows Drive, 4th Floor Littleton, CO 80124 Tel: (720) 945-4080 H.S.B.C. Bank U.S.A., repurchase $400,000 N.A. Joe Little 452-5th Avenue, 10th Floor New York, NY 10018 c/o Joe Little H.S.B.C. Bank U.S.A., N.A. 452-5th Avenue, 10th Floor New York, NY 10018 American Portfolio repurchase $250,000 Mortgage Corp. Attention: Paul Kessel 1250 West Northwest Highway, Suite 300 Palatine, IL 60067 Attention: Paul Kessel American Portfolio 1250 West Northwest Highway, Suite 300 Palatine, IL 60067 Tel: (212) 713-2779 Fax: (212) 713-4533 U.B.S. Real Estate repurchase $200,000 Securities United Mortgage repurchase $110,000 MORTGAGE NOTES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Mortgage Notes, Inc. 10210 North 32nd Street, Suite 203 Phoenix, AZ 85028 Bankruptcy Case No.: 07-03071 Chapter 11 Petition Date: June 29, 2007 Court: James M. Marlar Debtor's Counsel: Donald W. Powell, Esq. Carmichael & Powell, P.C. 7301 North 16th Street, Suite 103 Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 Total Assets: $3,255,750 Total Debts: $515,000 The Debtor does not have any creditors who are not insiders. MOUNTAIN INT'L: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Mountain International Trucks, Inc. dba Mountain International US Route 60 East, P.O. Box 71 Lewisburg, WV 24901 Tel: (304) 536-2000 Bankruptcy Case No.: 07-50156 Type of business: The Debtor is an international truck and bus dealer. See http://www.mountaininternational.com/ Chapter 11 Petition Date: July 2, 2007 Court: Southern District of West Virginia (Beckley) Judge: Ronald G. Pearson Debtor's Counsel: John A. Rollins, Esq. Lewis, Glasser, Casey, & Rollins, P.L.L.C. Suite 700, B.B.&T. P.O. Box 1746 Charleston, WV 25326 Tel: (304) 345-2000 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Reynolds Truck Equipment $200,563 P.O. Box 385 Allen, KY 41601 J.&J. Truck Equipment, $58,190 Inc. P.O. Box 116 Boswell, PA 15531-0116 Whayne Supply Company $62,712 P.O. Box 35900 Louisville, KY Cummins Crosspoint, L.L.C. $51,494 Baker Truck Equipment, Inc. $51,015 Adam's Enterprises, Inc. $39,075 Carter Machinery Co., Inc. $30,297 Noble Brothers $27,935 Fabrication Karmac $26,409 W.R. Murdock & Sons, Inc. $25,840 Steptoe & Johnson, $22,708 P.P.L.C. Steve's Auto Parts, Inc. $22,708 Dell Account $18,034 Navistar Leasing $18,140 D.P. Solutions, Inc. $17,007 Honeywell Silent Witness, $16,245 Inc. OX Bodies, Inc. $14,180 Mountain Enterprises, $13,513 Inc. Exxonmobile $12,311 United Talent, L.L.C. $11,611 MOVIE GALLERY: In Talks with Lenders on Plan to Cure Defaults ------------------------------------------------------------- Movie Gallery Inc. is in discussions with its lenders regarding inability to meet the financial covenants contained in the senior credit facility for the fiscal quarter ending July 1, 2007, and it intends to work closely with them to develop a plan to remedy the defaults, which may include seeking a waiver, amendment, forbearance or similar agreement. The company has also notified the administrative agent for its senior credit facility, Goldman Sachs Credit Partners L.P. The company also reported that Bill Kosturos, a managing director at restructuring and corporate advisory firm Alvarez & Marsal, has resumed his role as chief restructuring officer of the company. Alvarez & Marsal was retained by Movie Gallery in 2006 to bolster the company's accounting and finance functions and assist in improving the company's overall operating performance. Alvarez & Marsal's responsibilities have expanded to include helping the company evaluate available strategic and restructuring alternatives. In addition to Alvarez & Marsal, the company hired Lazard Freres & Co. LLC to serve as an independent financial advisor to the company. The company plans to operate its business without interruption while it engages in discussions with its lenders and evaluates strategic and restructuring alternatives. To facilitate this, the company has fully drawn the remaining availability under its revolver and currently has liquidity consisting of approximately $50 million of cash on hand. Moreover, the company will continue to take actions to conserve cash and improve profitability. These initiatives include accelerating the closure of unprofitable stores, consolidating stores in certain markets, realigning the company's cost structure to better reflect its reduced size, and seeking a more competitive capital structure. The company intends to consider a number of alternatives, including asset divestitures, recapitalizations, alliances with strategic partners, and a sale to or merger with a third party. The company does not intend to comment further with respect to its evaluation process of strategic and restructuring alternatives until its conclusion. "While we expected the rental industry to be soft in the first half of 2007, our results for the first two months of the year were slightly ahead of our refinancing plan," Joe Malugen, chairman, president and chief executive officer of Movie Gallery, said. "However, during the last four months, we have experienced a sharp decline in our rental business, which has put unexpected pressure on our financial performance. With the help of our advisors, we are actively pursuing every avenue to restore the financial soundness of the company. We are committed to working with our lenders and other stakeholders in a transparent way to remedy the current situation." About Movie Gallery Headquartered in Dothan, Alabama, Movie Gallery, (Nasdaq: MOVI) -- http://www.moviegallery.com/-- is a provider of in-home movie and game entertainment in the United States. It operates over 4,600 stores in the United States, Canada, and Mexico under the Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ banners. * * * As reported in the Troubled Company Reporter on March 13, 2007, Moody's Investors Service upgraded the rating on Movie Gallery Inc.'s $100 million senior secured credit facility to B1 and affirmed all its other ratings after the companies revision of its new capital structure and change in the terms of the revolving credit facility. The rating outlook remains positive. NASDAQ STOCK: May Oppose Borsa Italiana Deal, Says LSE ------------------------------------------------------ The London Stock Exchange is wary over the likelihood of Nasdaq Stock Exchange, which owns 30% of LSE, to start an opposition over a $1.1 billion merger deal between LSE and Borsa Italiana, owner of the main Italian stock exchange, David Prosser of the Gulf Daily News reports. However, Nasdaq would need more than the support of other shareholders to prevent LSE's takeover of Borsa, Mr. Prosser observes. Legal advisers, Mr. Prosser relates, have informed LSE that the deal needed approval from 50% of the shareholders, and not the usual 75% clearance rate for deals entailing companies to rewrite their memoranda of understanding. Under the terms of the offer, Borsa Italiana shareholders will be offered LSE ordinary shares for each existing Borsa ordinary share, diluting Nasdaq's stake of the combined company to 22%. Nasdaq is mulling over a possible sale of its stake in LSE, Mr. Prosser reports. Nasdaq is also waiting for NYSE Euronext, the world's largest stock exchange, to counter-bid for Borsa. About Nasdaq The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is the largest electronic equity securities market in the United States with about 3,200 companies. * * * As reported in the Troubled Company Reporter on Feb. 14, 2007, Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its Final Offer to acquire the LSE has lapsed. NASDAQ's rating outlook is stable. NASDAQ STOCK: Inks Pact to Acquire Directors Desk ------------------------------------------------- The Nasdaq Stock Market, Inc. entered into a definitive agreement to acquire Directors Desk(sm). The acquisition of Directors Desk follows closely on the heels of NASDAQ's recent launch of Board Recruiting, an online matching service for companies and board members. Directors Desk will be part of a new service category in NASDAQ's Corporate Client Group, further establishing NASDAQ's presence as a strategic service provider to corporate boards. Terms of the transaction were not disclosed. "Efficient and effective communication has become an increasingly difficult task at the board level in an environment where corporations and board members must manage more information that is increasing in complexity," Bruce Aust, Executive Vice President of NASDAQ, commented. "Directors Desk helps streamline the day- to-day functions of board management and eases the burden on directors so that they can focus on the information that is most critical to decision making." Aust continued, "We chose Directors Desk because we believe it has the best capabilities and features of any company in the category, with the technology to develop more services as the needs of a board evolve and change." "Directors Desk recognized early on that forward-thinking boards would need better tools to truly advance the board function," Howard Breindel, President of Directors Desk, said. "In a fast evolving corporate governance environment, we are offering the right product at the right time," He continued, "NASDAQ was the perfect fit for us given their relationships with public companies, their philosophy to help companies manage their public responsibilities, and their global brand." According to the Society of Corporate Secretaries and Governance Professionals, one in five boards in the U.S. currently use board portals. Directors Desk services are delivered through a secure online workspace. Functionality and features include automated record keeping to satisfy regulatory requirements, online discussions, voting and surveys, document management such as online board books, calendar and event management and web conferencing. Directors Desk, founded in 2003, currently serves more than 1,000 board members globally across industries including healthcare, technology, financial services, consumer products and transportation. The transaction is expected to close early in the third quarter of 2007. About Directors Desk Directors Desk empowers boards to be as effective as possible in executing their responsibilities. Directors Desk was founded in 2003 by a team of corporate governance and technology specialists. Today, its solutions are used by more than 1,000 directors around the world. The flagship Directors Desk product for public corporations offers a flexible and feature-rich communications tool for corporate boards. Its powerful, end-to-end, secure infrastructure lets board members communicate and exchange information online. About Nasdaq The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is the largest electronic equity securities market in the United States with about 3,200 companies. * * * As reported in the Troubled Company Reporter on Feb. 14, 2007, Moody's Investors Service confirmed the Ba3 ratings of The NASDAQ Stock Market Inc. following NASDAQ's Feb. 10 disclosure that its Final Offer to acquire the LSE has lapsed. NASDAQ's rating outlook is stable. NELLSON NUTRACEUTICAL: Alvarez & Marsal OK'd as Financial Advisor ----------------------------------------------------------------- Nellson Neutraceutical Inc. asks the U.S. Bankruptcy Court for the District of Delaware for authority to employ Alvarez & Marsal Securities LLC as its financial advisor. As reported in the Troubled Company Reporter on May 8, 2007, if the Debtor pursues a sale transaction, A&M is expected to: i. if necessary, assist in preparing an offering memorandum, with any amendments and supplements thereto, for distribution and presentation to prospective purchasers; ii. assist in soliciting interest in a transaction among prospective purchasers; iii. assist in evaluating proposals received from prospective purchasers; iv. if necessary, assist in preparing due diligence materials or presentations to prospective purchasers; v. advise the Debtor as to the structure of the Sale Transaction, including the valuation of any non-cash consideration; vi. assist in negotiating the financial terms and structure of a Sale Transaction; and vii. provide other financial advisory service and investment banking services reasonably necessary to accomplish the foregoing and consummate a Sale Transaction. The Debtor will pay A&M $100,000 per month for a minimum of four months, plus transaction success fees equal to 1% of the aggregate gross consideration of any and all sale transactions. In addition, A&M will be reimbursed for reasonable out-of-pocket expenses incurred in connection with the firm's assignment. To the best of the Debtor's knowledge, A&M does not hold or represent any interest adverse to its estate, its creditors or other parties-in-interest. The firm can be reached at: James D. Decker Managing Director Alvarez & Marsal Securities, LLC 3399 Peachtree Road Northeast Atlanta, Georgia 30326 Tel: (212) 759-4433 http://www.alvarezandmarsal.com/ About Nellson Nutraceutical Headquartered in Irwindale, California, Nellson Nutraceutical Inc. formulates, makes and sells bars and powders for the nutrition supplement industry. The Debtor filed for chapter 11 protection on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072). Laura Davis Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski, Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent the Debtor in its restructuring efforts. Lawyers at Young, Conaway, Stargatt & Taylor, LLP, represent an informal committee of which General Electric Capital Corporation and Barclays Bank PLC are members. In its Schedules of Assets and Liabilities filed with the Court, Nellson Nutraceutical reports $312,334,898 in total assets and $345,227,725 in total liabilities when it filed for bankruptcy. NEWCOMM WIRELESS: Lopez-Zambrana Approved as Special Tax Counsel ---------------------------------------------------------------- NewComm Wireless Services, Inc., has obtained approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Manuel Lopez-Zambrana, P.S.C., as its special tax counsel effective May 25, 2007. Mr. Lopez-Zambrana will: (i) identify and resolve all tax related issues in connection with the sale of the Debtor to PRWireless; and (ii) identify and resolve all tax related issues in connection with the Debtor's plan and disclosure statement. Mr. Lopez-Zambrana will bill the Debtor in tenths of hours. His hourly rate is $240. The counsel can be reached at: Manuel Lopez Zambrana, P.S.C. PMB 325, 1357 Ashford Avenue Suite 2 San Juan, Puerto Rico 00907 Tel: 787-641-7265 Fax: 787-641-7268 About NewComm Wireless Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc. is a PCS company that provides wireless service to the Puerto Rico market. The company is a joint venture between ClearComm, L.P. and Telefonica Larga Distancia. The company filed for chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No. 06-04755). Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP represent the Debtor in its restructuring efforts. Mark J. Wolfson, Esq. at Foley & Lardner LLP and Sergio A. Ramirez de Arellano, Esq., at Sergio Ramirez de Arrelano Law Office represent the Official Committee of Unsecured Creditors. In its schedules, the Debtor disclosed total assets of $111,652,190 and total debts of $190,695,559. NORTH OAKLAND: Poor Performance Cues Moody's to Bond Rating ----------------------------------------------------------- Moody's Investors Service downgraded the bond rating of North Oakland Medical Center to B1 from Ba3. The rating remains on Watchlist for possible further downgrade. The rating downgrade is primarily due to NOMC's continued decline in operating performance in fiscal year 2006 and through five months interim 2007 as well as NOMC's decline in unrestricted liquidity since fiscal year end 2005. The continued Watchlist status reflects NOMC's ongoing operating challenges and two outstanding items that NOMC expects to resolve in the coming weeks. Specifically Moody's will be assessing the resolution of these items: management is seeking bond holder waivers for bond covenant violations based on FY 2006 results; and management currently is renegotiating contract terms with unions. Legal Security The bonds are a general obligation of NOMC and a debt service reserve fund is in place. NOMC is the only member of the obligated group. Interest Rate Derivatives: None. Strengths -- New senior management team, most of whom had significant senior level experience at a prominent, highly rated health system -- New strategic alignments with Aa2-rated, multi-state Trinity Health System's St. Joseph Mercy Oakland (St. Joseph), which also is located in Pontiac, MI -- Oakland County (general obligation bonds rated Aaa) is a wealthy county, which offsets weak demographic characteristics in the City of Pontiac somewhat Challenges -- The City of Pontiac, MI is an economically weak service area with stagnant population trends and a median income level well below state and national averages -- In-town competition from two additional acute care hospitals - 19,000-admission St. Joseph and 6,000-admission, Ba1-rated Pontiac Osteopathic Hospital - in a market that may not be able to sustain three viable acute care facilities in the long-term -- Multi-year declines in inpatient and surgical volumes contributing to multiple years of operating losses and very weak operating results in unaudited FY 2006 (-1.0% operating cash flow margin) -- Liquidity measures have deteriorated since FYE 2005 as cash on hand and cash-to-debt decreased to modest 43 days and 26%, respectively, at FYE 2006. Liquidity declines continue through five months FY 2007 -- Workforce largely is unionized. Moody's believes NOMC will need to secure concessions from unions in order to ensure the system's long-term financial viability Recent Developments/Results NOMC's operating performance weakened in 2006, which is a key credit concern. In unaudited FY 2006, NOMC recorded an operating loss of $9.5 million (-8.2% operating loss margin) and negative operating cash flow of -$1.2 million (-1.0% operating cash flow margin). FY 2006 represents the tenth consecutive year of operating loss, and the first year of negative operating cash flow since FY 1999. Poor operating performance continues through five months FY 2007, as NOMC recorded an operating loss of -$4.8 million (-11.1% margin) and negative operating cash flow of -$1.7 million (-4.0% margin) in the interim period. The continued weakening of operating results in FY 2006 and interim FY 2007 is due to a number of factors, including: i. a sharp decline in inpatient admissions (-8.2% in 2006) and surgical volumes (-27.2% in 2006); ii. an increase in premium labor; and iii. approximately $429,000 in "separation agreement" expenses associated with the severance packages of recently departed former NOMC senior management staff. Moody's notes that the decrease in patient volumes is due, in part, to NOMC's new management team decision to eliminate 11 employed physician contracts and drop a residency program, which management believes are necessary steps needed to reduce expenses and generate positive operating cash flow. NOMC's cash position weakened in FY 2006 and in interim FY 2007 due to poor operating performance. At unaudited FYE 2006, NOMC's unrestricted cash and investments decreased to $14 million from $17.4 million at FYE 2005. As a result, cash on hand decreased to a modest 43 days from 51 days and cash-to-debt weakened to 26% from 31%. Unrestricted cash continues to decline in interim FY 2007, measuring $10.7 million at May 31, 2007, translating to a thin 36 days cash (annualized) and weak 20% cash-to-debt. NOMC's current liquidity position is a material credit concern. Likewise, NOMC's debt ratios are very weak. Based on FY 2006 results, debt-to-cash flow weakened to -19.6 times (due to negative cash flow generation) from 50.2 times in FY 2005 and peak debt service coverage decreased to a very weak .1 times in FY 2006 from 1 times in FY 2005. NOMC violated debt service coverage covenants as a result of the poor performance in FY 2006. Consequently, NOMC will need to receive waivers from bond holders. NOMC management is meeting with bondholders and expects to receive waivers later in the summer. NOMC's CEO has been with the organization since June 2006. Since that time, the new CEO has replaced virtually all of NOMC's senior management team. Most of the new senior staff, including the CEO, held management positions with the prominent Aa3-rated William Beaumont Hospitals system in suburban Detroit. We view the new management team as a credit positive for NOMC. Nevertheless, the new management team faces considerable challenges to improve performance at NOMC. Key turnaround initiatives include: i. recent agreement to collaborate on key services with Trinity Health's St. Joseph facility, which eliminate redundancies in the Pontiac market, such as NOMC moving all pediatric and newborn delivery services to St. Joseph; ii. NOMC will convert its old pediatric unit to a secure medical unit in an agreement with the Oakland County Sheriff Department; iii. labor cost savings, such as benefit cost reductions, reduced paid time off, and the elimination of approximately 130 full-time equivalent positions; and iv. enhancement of radiation therapy, inpatient and outpatient diagnostic, and surgical services. The costs associated with these turnaround efforts contributed to NOMC's poor operating results and liquidity decline in FY 2006 and through five months FY 2007. Outlook The continued Watchlist status reflects NOMC's ongoing operating challenges, the need to receive bond holder waivers for bond covenant violations, and management's current efforts to renegotiate union contract terms successfully. Management expects resolution of these two latter items in the coming weeks. Moody's expects to reevaluate the rating within the next 90 days, as is typical for the Watchlist period. What could change the rating--UP Significant and sustained improvement in operating performance; material improvement in liquidity ratios; stability in volumes; demonstration of an ability to reinvest in the facility's physical plant to remain competitive; successful renegotiation of collective bargaining agreements What could change the rating--DOWN Continued operating losses; an increase in debt; continued decline in liquidity; inability to achieve targeted union concessions or receive waivers from bond holders Key Indicators Assumptions & Adjustments: -- Based on Pontiac General Hospital and Medical Center, Inc. (d/b/a North Oakland Medical Centers) -- First number reflects audited FY 2005 for the year ended Dec. 31, 2005 -- Second number reflects unaudited FY 2006 for the year ended Dec. 31, 2006 -- Investment returns reclassified as non-operating revenue and smoothed at 6% Inpatient admissions: -- 8,325; 7,642 Total operating revenues: -- $123.9 million; $114.9 million Moody's-adjusted net revenues available for debt service: -- $4.6 million; $382,000 Total debt outstanding: -- $55.4 million; $54.1 million Maximum annual debt service: -- $4.8 million; $4.8 million MADS Coverage with reported investment income: -- 1.09 times; -0.05 times Moody's-adjusted MADS Coverage with normalized investment income: -- 0.97 times; 0.08 times Debt-to-cash flow: -- 50.2 times; -19.6 times Days cash on hand: -- 50.8 days; 42.8 days Cash-to-debt: -- 31.4%; 25.9% Operating margin: -- 4.9%; -8.2% Operating cash flow margin: -- 2.2%; -1.0% Rated Debt (debt outstanding as of Dec. 31, 2005) Issued through Pontiac Hospital Finance Authority: -- Series 1993 Revenue Bonds ($40.8 million outstanding), rated B1 NORTHWEST AIRLINES: AMFA Gives Management "No Confidence" Vote -------------------------------------------------------------- The national executive council of the Aircraft Mechanics Fraternal Association working for Northwest Airlines Corp. approved a "no confidence" vote in the carrier's executive management team. In a letter to the AMFA members, Ted Ludwig, president of the AMFA Local 33 union, stressed that employee morale continues to be low as long as the airline persists in keeping its operations lean. "We have known for multiple months now that the Executive Management Team (EMT) has been running the carrier on ultra lean, expecting their employees to continue to do more with less." According to Mr. Ludwig, a "highly stressed" maintenance department contributed to the company's deterioration of its stock prices, other than having fewer pilots. "No one should be surprised that an airline that once employed 8,000 experienced technicians and currently employs 800 would be unable to consistently provide reliable scheduled service," Mr. Ludwig complains. "In bankruptcy, the NWA EMT showcased their expertise in stripping the dignity and financial security from their employees. The NWA EMT has also lavishly rewarded themselves with millions in bonuses and stock options, illustrating their prowess at managing their own financial affairs. However, what they have failed to demonstrate pre or post bankruptcy is their ability to successfully manage an airline." Mr. Ludwig continues, "It is with this abysmal history of mismanagement in mind that the AMFA National Executive Council has unanimously passed a vote of no confidence in this management team. Doug Steenland and his management team have significantly harmed the relationship with their employees. We cannot help but question whether this EMT can repair that relationship and return our airline to the operational stability it needs to survive." About Northwest Airlines Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/-- is the world's fourth largest airline with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and approximately 1,400 daily departures. Northwest is a member of SkyTeam, an airline alliance that offers customers one of the world's most extensive global networks. Northwest and its travel partners serve more than 900 cities in excess of 160 countries on six continents. The company and 12 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington represent the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the Debtors' chapter 11 cases. When the Debtors filed for bankruptcy, they listed $14.4 billion in total assets and $17.9 billion in total debts. On Jan. 12, 2007 the Debtors filed with the Court their Chapter 11 Plan. On Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure Statement. The Court approved the adequacy of the Debtors' Disclosure Statement on March 26, 2007. On May 21, 2007, the Court confirmed the Debtors' Plan. The Plan took effect May 31, 2007. * * * As reported in the Troubled Company Reporter on June 4, 2007, Standard & Poor's Ratings Services raised its ratings on Northwest Airlines Corp. and its Northwest Airlines Inc. subsidiary, including raising the long-term corporate credit ratings on both entities to 'B+' from 'D', following their emergence from Chapter 11 bankruptcy proceedings. The rating outlook is stable. OPTIMA OIL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Optima Oil Enterprises Inc. 4000 Washtenaw Ann Arbor, MI 48108 Bankruptcy Case No.: 07-52701 Chapter 11 Petition Date: June 29, 2007 Court: Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Donald C. Darnell, Esq. Darnell & Lulgjuraj, P.C. 311 Weiser Way Chelsea, MI 48118 Tel: (734) 433-0816 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. ORECK CORP: Weak Liquidity Position Cues S&P to Junk Ratings ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit ratings on Oreck Corp to 'CCC-' from 'CCC+'. At the same time, S&P lowered the ratings on the company's existing senior secured bank facility to 'CCC-' from 'CCC+', the same as the corporate credit rating, with a recovery rating of '4', indicating the expectation for average (30%-50%) recovery if a payment default were to occur. In addition, S&P withdrew the ratings on the New Orleans, Louisiana-based company's proposed $200 million first- and second- lien senior secured credit facilities because this financing was never completed. The outlook is negative. About $180 million of total debt was outstanding at April 30, 2007. "The downgrade reflects our concerns about Oreck's very weak liquidity position, with continued lack of access to a revolving credit facility and with no viable near-term financing alternatives following the news that its previously proposed refinancing has been cancelled," explained Standard & Poor's credit analyst Christopher Johnson. PARMALAT SPA: Court Allows Investors to Pursue Securities Action ---------------------------------------------------------------- The Honorable Lewis Kaplan of the U.S. District Court for the Southern District of New York, the federal judge overseeing the securities class action against Italian dairy giant Parmalat Finanziaria S.p.A., has soundly rejected the company's motion to dismiss the case brought by investors. The investor class seeks to recover billions of dollars in claims against Parmalat tied to a massive and complex accounting fraud that led to its bankruptcy in 2003. Following a corporate reorganization, the management of so-called "New Parmalat" had argued that because the alleged fraud had been committed by the previous entity -- "Old Parmalat" -- investor claims brought in 2004 were invalid. Dismissing that argument, Judge Kaplan issued a ruling on June 28, 2007 that under Italian law, New Parmalat inherited the liabilities of Old Parmalat. Judge Kaplan also rejected New Parmalat's arguments that investor claims were barred by the statute of limitations or because certain lead plaintiffs had asserted claims in Parmalat's reorganization proceedings in Italy. In his decision, Judge Kaplan explained, "New Parmalat asserts that it 'did not assume the pre-insolvency acts of the Foreign Debtors.' But the issue is not the assumption of acts. It is the assumption of liability for those acts." "New Parmalat suggests that it is being asked to bear more responsibility than it agreed to undertake. But it is not ... they (the Plaintiffs) seek only to hold New Parmalat to the terms of the Concordato," contends Judge Kaplan. The plaintiffs are represented by co-lead counsel Grant & Eisenhofer P.A., Cohen, Milstein, Hausfeld & Toll, P.L.L.C., and Spector, Roseman & Kodroff, P.C. According to Stuart Grant of Grant & Eisenhofer, the decision is a major milestone in this sprawling litigation, which extends to Parmalat's former auditors and investment banks as well as the company's previous management and board of directors. "As Parmalat has admitted that its former top officers engaged in fraudulent conduct and that its financial statements were materially misstated, New Parmalat appears to have no defense left to our clients' claims. Judge Kaplan's decision paves the way for a substantial recovery against New Parmalat under the terms of the Concordato," Mr. Grant said. "This latest decision appears to knock out all the legal defenses that New Parmalat has raised against investors. Since it has no factual defense against our clients' claims, as the company has already admitted that the fraud occurred, it seems the only thing remaining is determining the level of judgment against Parmalat," said Mr. Grant. About Parmalat Based 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: Establishes New $950 Million Credit Facility ----------------------------------------------------------- Petroleum Geo-Services ASA, on June 29, 2007, completed the process to establish a new senior secured credit facility. The total facility amount of $950 million consists of an eight-year $600 million term loan B and a five-year $350 million revolving credit facility. The term loan B, which has no financial maintenance covenants, has a floating interest rate of LIBOR + 175 basis points. The company expects to enter into interest rate derivatives agreements for a portion of the loan to change all or parts of its interest rate exposure from floating to fixed interest rate. The proceeds together with available cash have been used to repay and cancel the company's previous senior secured credit facility, which consisted of a $244 million term loan B and a $150 million revolving credit facility and to pay the purchase consideration for the acquisition of MTEM Limited. It will further be used to fund the payment of about $300 million of special dividend approved by the annual general meeting held June 15, 2007, and for general corporate purposes. About Petroleum Geo Petroleum Geo-Services (OSE: PGS) (NYSE: PGS) -- http://www.pgs.com-- is a focused geophysical company providing a broad range of seismic and reservoir services, including acquisition, processing, interpretation, and field evaluation. The company also possesses the world's most extensive multi-client data library. PGS operates on a worldwide basis with headquarters at Lysaker, Norway. * * * As reported in the Troubled Company Reporter on June 14, 2007, 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. 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. PSS WORLD: Invests $22.5 Million in athenahealth ------------------------------------------------ PSS World Medical Inc. made a $22.5 million equity investment, about 5% of current outstanding shares, in athenahealth Inc. The company purchased shares of athenahealth from existing shareholders. Additionally, the company's physician business, physician sales & service, has entered into a two-year exclusive distribution agreement with athenahealth to market its web-based practice management, billing and electronic medical record solutions to the U.S. physician market. athenahealth will also provide enhanced product and customer support services to the company's physician customers. Future product developments are expected to integrate customer ordering and inventory management functionality into athenahealth's existing service offering. David A. Smith, chairman and chief executive officer of PSS World Medical Inc., commented, "PSS and athenahealth have joined to deliver an innovative and low-cost revenue cycle solution to alleviate the complexity of insurance companies' reimbursement to physicians. Additionally, athenahealth's new EMR system goes beyond automation to also eliminate all paperwork generated from vendors outside of the physician office." David M. Bronson, executive vice president and chief financial officer of PSS World Medical Inc., commented, "The investment we are making in athenahealth will more closely align the objective of the two companies in serving the physician market, and will also allow our shareholders to more fully participate in the success we anticipate in working together with athenahealth." About athenahealth Watertown, Massachusetts-based athenahealth Inc. -- http://www.athenahealth.com/-- provides internet-based business services for physician practices. The company's service offerings are based on proprietary web-native practice electronic medical record software. About PSS World Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ: PSSI) -- http://www.pssworldmedical.com/-- is a national distributor of medical products to physicians and elder care providers through its two business units. Since its inception in 1983, PSS operated in two market segments focused on customer services, a consultative sales force, strategic acquisitions, strong arrangements with product manufacturers and a unique culture of performance. * * * To date, PSS World Medical Inc. carries Standard & Poor's Ratings Services' BB long-term foreign and local issuer credit ratings. The rating outlook remains stable. QUAKER FABRIC: Defaults on Loan Obligations, Mulls Liquidation -------------------------------------------------------------- Quaker Fabric Corporation disclosed that it is likely to commence an orderly liquidation of its business and a sale of its assets after the company failed to meet the requirements for committed borrowings under its existing lending facilities. The company said it continues to talk with each of its existing lenders about the financing needed to conduct an orderly liquidation and sale. In addition, the company said it is actively investigating sources of alternative liquidity, including debt, equity or a combination of debt and equity financing. According to the company, there is significant uncertainty as to whether it will be able to obtain sufficient liquidity from alternative sources to continue its operations after its annual shutdown period, which this year runs from July 2 through July 15, 2007. The company expects that any winding up and liquidation would not generate sufficient funds to permit any payment to holders of its common stock. Recently, as part of its overall restructuring plan, the company agreed to sell two of its facilities in Fall River, Mass., for a combined purchase price of $7.6 million. In a deal with Nordic Properties Inc. and Whelan Associates LLC dated June 11, 2007, the company agreed to sell its 193,000 square foot Plant J facility located at 81 Ferry Street in Fall River, Mass., for $3.3 million with an initial deposit of $150,000. A second deposit of $150,000 is payable at the end of an inspection period which will expire on Aug. 3, 2007. Additionally, on May 16, 2007, Quaker Fabric agreed to sell its 186,000 square foot Plant N facility located at 1450 Brayton Avenue in Fall River, Mass., to M/K Brayton LLC Inc. for $4.3 million. The sale calls for a deposit of $200,000 with a 90-day inspection period expiring on Aug. 15, 2007. Both transactions are expected to close no later than Sept. 5, 2007. In its latest 10-Q filing, Quaker Fabric reported a net loss of $5,115,000 on net sales of $32,596,000 for the three months ended March 31, 2007, compared to net loss of $4,135,000 on net sales of $46,280,000 for the three months ended April 1, 2006. Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB) -- http://www.quakerfabric.com/-- engages in the design, manufacture, and marketing of woven upholstery fabrics primarily for residential furniture manufacturers and jobbers. It also develops and manufactures specialty yarns, including chenille, taslan, and spun products for use in the production of its fabrics, as well as for sale to distributors of craft yarns, and manufacturers of home furnishings and other products. Quaker Fabric Corporation sells its products through sales representatives and independent commissioned sales agents in the United States, Canada, Mexico, and internationally. RADIATION THERAPY: Completes $50 Million Credit Facility Expansion ------------------------------------------------------------------ Radiation Therapy Services Inc. has closed a $50 million expansion of its credit facility by exercising the Term B accordion feature. The participants in the credit facility expansion include members of the senior bank lending group, existing institutional investors and other participating financial institutions. The company used the proceeds of the Term B expansion to pay down its revolving credit facility, after which the outstanding balances of the Term B financing were $148.1 million and the revolving credit facility were $29.2 million. The current availability under the revolving credit facility is $110.5 million. "We are extremely pleased with the continued high level of support provided by our banking and institutional partners," David N.T. Watson, executive vice president and chief financial officer, stated. This additional access to capital will support the company's continued expansion within our existing markets as well as entry into new local markets." Based in Fort Myers, Florida, Radiation Therapy Services Inc. (Nasdaq: RTSX) -- http://www.rtsx.com/-- operates radiation treatment centers under the name 21st Century Oncology. The company is a provider of radiation therapy services to cancer patients. The company's 80 treatment centers are clustered into 25 local markets in 16 states, including Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island and West Virginia. * * * As reported in the Troubled Company Reporter on Feb. 8, 2007, Moody's Investors Service affirmed the B1 Corporate Family Rating of Radiation Therapy Services, Inc. RADIO ONE: S&P Holds Ratings and Retains Negative CreditWatch ------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings, including its 'B+' corporate credit rating, on Lantham, Maryland- based radio broadcaster Radio One Inc. remain on CreditWatch with negative implications. "As a result of the company's ongoing operating challenges, credit protection measures remain below our expectations," said Standard & Poor's credit analyst Michael Altberg. Ratings were originally placed on CreditWatch with negative implications on March 22, 2007, following the company's announcement that it would delay the filing of its SEC Form 10-K until the conclusion of an internal review of historical stock option granting practices for 1999-2005. Although the company has filed both its Form 10-K for fiscal year 2006 and its Form 10-Q for the first fiscal quarter of 2007, the continued CreditWatch review reflects Radio One's violation of its interest coverage covenant for the 12 months ended March 31, 2007. In resolving the CreditWatch listing, Standard & Poor's will review management's plans for reducing leverage or seeking more permanent covenant relief in advance of pending step-downs. REALOGY CORP: Change of Control Offer for Notes Ends ---------------------------------------------------- Realogy Corporation disclosed that its change of control offer for any and all of its outstanding $250,000,000 principal amount of Floating Rate Senior Notes due 2009, $450,000,000 principal amount of 6.15% Senior Notes due 2011 and $500,000,000 principal amount of 6.50% Senior Notes due 2016 expired at 10:00 a.m., New York City time, on Tuesday, July 3, 2007. Realogy will not extend the expiration date for the change of control offer. As required by the indenture and the Notes, the purchase price with respect to each series of Notes is equal to 100% of the principal amount of such series of Notes, plus accrued interest payable with respect to such series of Notes to July 9, 2007, which will be the payment date. Realogy has retained Wells Fargo Bank, National Association to act as Depositary in connection with the offer. Questions regarding how to tender the Notes subject to the change of control offer and requests for the Change of Control Notice and Offer to Purchase and other documents may be made to Wells Fargo Bank, National Association by telephone at (213) 614-2588. About Realogy Corp. Headquartered in Parsippany, New Jersey, Realogy Corporation (NYSE: H)-- http://www.realogy.com/-- is real estate franchisor and a member of the S&P 500. The company has a diversified business model that also includes real estate brokerage, relocation, and title services. Realogy's world-renowned brands and business units include CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), ERA(R), Sotheby's International Realty(R), NRT Incorporated, Cartus, and Title Resource Group. Realogy has more than 15,000 employees worldwide. The company operates in Australia, Brazil and France. * * * Standard & Poor's downgraded Realogy Corp.'s long-term foreign and local issuer credit ratings to BB+. REDDY ICE: $1.1 Bil. GSO Capital Merger Cues S&P's Negative Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services placed all ratings on Reddy Ice Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice Corp., including the 'B+' corporate credit rating on Holdings, on CreditWatch with negative implications. Approximately $374 million of debt was outstanding as of March 31, 2007. The CreditWatch listing follows the company's announcement that it has entered into a definitive merger agreement to be acquired by certain funds managed by GSO Capital Partners L.P. in an approximately $1.1 billion transaction. Under the merger agreement, the company may solicit proposals for alternative transactions from third parties for a 45-day period ending Aug. 16, 2007. Debt financing for the transaction has been committed by Morgan Stanley Senior Funding Inc. "Although financing details have yet to be disclosed, we expect that Reddy Ice's leverage will increase and that its credit measures will weaken to below current levels," said Standard & Poor's credit analyst Bea Chiem. In resolving the CreditWatch listing, Standard & Poor's will meet with management to discuss the planned transaction and the company's current operating trends. The company's debt leverage and operating strategy after the transaction will be key areas of focus. RIVER ROCK: Planned Expansion Prompts S&P's Stable Outlook ---------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on the River Rock Entertainment Authority to stable from positive. At the same time, Standard & Poor's affirmed its 'B+' issuer credit rating on the Sonoma, California-based casino operator. The outlook revision follows the company's recent announcement that it intends to develop a destination resort at the location of its existing facility. Full details are not yet available, although River Rock announced that the cost of the expansion will total $376 million, including $76 million associated with improving the property's infrastructure. As more information about the project is released, S&P will be in a better position to assess the likely return on this investment. However, this is a relatively large project for River Rock, and given S&P's expectation that it will be primarily debt financed, the outlook revision conveys their position that S&P will not likely consider an upgrade in the intermediate term. S&P expect that the incremental debt financing associated with this project will result in somewhat weak credit measures for current ratings, but that they will return to a level in line with the ratings upon opening of the new facility. SALVAGE SERVICES: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Salvage Services of America, Inc. 4539 North Brawley Avenue, Suite 102 Fresno, CA 93711 Bankruptcy Case No.: 07-11924 Type of business: The Debtor is a salvage service company representing 11 national insurance company contracted for the resale of functional medical equipment and supplies for salvage value. See http://www.salvagingamerica.com/ Chapter 11 Petition Date: June 29, 2007 Court: Eastern District of California (Fresno) Judge: Whitney Rimel Debtor's Counsel: David R. Jenkins, Esq. P.O. Box 1406 Fresno, CA 93716 Total Assets: $301,500 Estimated Debts: $1 Million to $100 Million Debtor's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ashford $156,308 1528 North Sierra Vista Fresno, CA 93703 M. Tolliday $100,000 7080 North Marks Fresno, CA 93711 Charles Skibo $71,979 15 Avenue De La Mer Unit 2-502 Palm Coast, FL 32137 Thomas Transfer & Storage $50,376 American Express $38,642 Board of Equalization $23,680 Sperry Van Ness $13,615 Enterprise Rent a Truck $13,531 Kovacevich & Co. $12,609 A.I.C.C.O. $12,234 United Van Lines $10,219 Tenant Improvement $9,368 Specialties Dell Financial Services $8,000 HomeDirect, Inc. $7,580 Chuck Kass $7,500 Matson Alarm $7,255 P.G.&E. $7,200 Arthur Gallagher $6,683 Packard Realty $6,500 SAMPLES-BAKER: Case Summary & Four Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Samples-Baker, L.L.C. dba Kwik Wash (Blanco Road) Full Service Car Wash 14530 Blanco Road San Antonio, TX 78216 Bankruptcy Case No.: 07-32987 Chapter 11 Petition Date: June 28, 2007 Court: Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Robert M. Nicoud, Jr. Olson, Nicoud, & Gueck, L.L.P. 1201 Main Street, Suite 2470 Dallas, TX 75202 Tel: (214) 979-7300 Fax: (214) 979-7301 Total Assets: $767,561 Total Debts: $2,390,795 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Business Loan Express purchase money; $1,967,000 700 North Pearl, value of Suite 1850 security: Dallas, TX 75201 $725,527 Kwik Industries purchase money $180,427 3725 Nall Dallas, TX 75244 Phillip Baker return on $149,277 901 Appalachian investment San Marcos, TX 78666 Dennis Samples accrued compensation $69,583 SANMINA-SCI: Ireland Trade Minister Unveils EUR30 Million Deal -------------------------------------------------------------- Ireland's Minister for Enterprise, Trade and Employment Micheal Martin has disclosed that Sanmina-SCI is to undertake a EUR30 million investment for the transformation of its facility in Fermoy, Co Cork, in Ireland into a manufacturing and design center-of-excellence for the medical industry. Up to 50 highly skilled engineering and other professional positions will be created as a result. It will also consolidate the existing employment in Fermoy, further enhance the facility's position within the parent company and will make it a flagship operation within Sanmina- SCI. Supported by IDA Ireland, the investment will establish an R&D center of engineering excellence to develop and design processes and products. Additionally the investment will facilitate the continuous upgrade of the facility and equipment to enable it to stay ahead of the ever increasing and exacting regulatory and quality standards of the medical industry. Upgrading of the skills of existing employees plus the addition of new highly skilled professionals in multiple disciplines is envisaged. Sanmina-SCI's Fermoy facility, which serves customers in both the electronics and medical technologies industries, employs 400 permanent employees and 200 temporary employees and is the largest medical unit within Sanmina-SCI. "This is excellent news for Fermoy and the surrounding area," Mr. Martin said. "The move from mainstream contract electronics manufacturing to medical device manufacturing is an outstanding success for the Fermoy facility." "The investment in higher skills and higher value products is in line with the government's and IDA's strategy for the international manufacturing sector in Ireland. It will transform the facility into a world-class medical technologies EMS site, which will have the capability to capitalize on the new opportunities and growth potential of the medical industry. I congratulate all those involved in winning this investment," Mr. Martin added. "Fermoy is a strategic site for the company within its European operations and this transformation of its capabilities, with the addition of design collaboration, is a very important development for the Irish operation," said Hari Pillai, Sanmina- SCI's president of Global EMS Operations. "Our strategy is to maintain and enhance our leadership position in the EMS industry by providing end-to-end services, from research through manufacturing to after-sales support; by collaborating with customers on the design and manufacture of new products and processes; and by continuing to seek out opportunities in sectors new to us. The Fermoy facility will play a major role in achieving these aims. Its track record, workforce flexibility and Ireland's medical technologies industry, as well as IDA's support, were all major influences in the selection of Fermoy for this investment." About Sanmina-SCI Corp. Headquartered in San Jose, California, Sanmina-SCI Corporation (NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a Electronics Manufacturing Services (EMS) provider focused on delivering complete end-to-end manufacturing solutions to technology companies around the world. Service offerings include product design and engineering, test solutions, manufacturing, logistics and post-manufacturing repair/warranty services. The company has locations in Brazil, China, Ireland, Finland, Malaysia, Mexico and Singapore, among others. * * * As reported in the Troubled Company Reporter on June 8, 2007, Standard & Poor's Ratings Services assigned its 'B+' senior unsecured debt rating to Sanmina-SCI Corp.'s $600 million in floating-rate notes, $300 million of which mature in 2010 and $300 million of which mature in 2014. SAXON ASSET: Fitch Retains Junk Rating on 1999-5 Class BF-1 Loan ---------------------------------------------------------------- Fitch Ratings has taken these rating actions on Saxon Asset Securities Trust issues: Series 1999-2 Group 1 -- Class MF-2 affirmed at 'AA+'; -- Class BF-1 affirmed at 'A+'. Series 1999-3 Group 1 -- Class MF-2 affirmed at 'AA+'; -- Class BF-1 affirmed at 'A+'; -- Class BF-1A affirmed at 'A'. Series 1999-3 Group 2 -- Class BV-1 affirmed at 'AA'. Series 1999-5 -- Class MF-1 upgraded to 'AA+' from 'AA'; -- Class MF-2 affirmed at 'A'; -- Class BF-1 remains at 'CCC/DR3'. All of the mortgage loans in the aforementioned transactions were either originated or acquired by Saxon Mortgage, Inc. The mortgage loans consist of fixed-rate and adjustable-rate mortgages extended to subprime borrowers and are secured by first and second liens, primarily on one to four-family residential properties. As of the May 2007 distribution date, the transactions are seasoned from a range of 90 months (series 1999-5) to 96 months (series 1999-2 Group 1), and the pool factors (current mortgage loan principal outstanding as a percentage of the initial pool) range from approximately 3% (series 1999-3 Group 2) to 8% (series 1999- 5). The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $62.5 million of outstanding certificates. The upgrade reflects an improvement in the relationship between CE and future loss expectations and affects approximately $3.2 million of outstanding certificates. The CE for the MF-1 class has grown significantly since closing. Headquartered in Glen Allen, Virginia, Saxon Mortgage, Inc. primarily originates and purchases single-family residential mortgage loans and home equity loans through retail, wholesale, and correspondent channels. Saxon Mortgage Services, Inc., rated 'RPS2+' for subprime products by Fitch, is the servicer for all of the mortgage loans in the transactions detailed above. SEA CONTAINERS: Wants Line of Credit to Non-Debtor Unit Modified ---------------------------------------------------------------- Sea Containers, Ltd. and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the District of Delaware to modify and increase the secured, intercompany line of credit being provided to Sea Containers Treasury, Ltd., a non-debtor subsidiary of Sea Containers, Ltd. The Court initially approved a secured intercompany loan of up to $6,000,000 to SC Treasury to be drawn on an as-needed basis so that SC Treasury, in turn, could make loans to non-debtor subsidiaries. The Court's order specified the non-debtor subsidiaries to which SC Treasury could make future loans and the maximum amounts of the loans. SC Treasury was also permitted to set aside a $1,000,000 contingency reserve to make additional loans on an as-needed basis to other non-debtor subsidiaries. By June 30, 2007, SC Treasury will have made these aggregate loans since the entry of the Original Funding Order: Max. Amount that Funding Made Non-Debtor Unit May be Loaned By June 30 --------------- ---------------- ------------ Sea Containers $1,000,000 $700,000 Opera Ltd. Finnjet Bermuda Ltd. $2,500,000 $2,500,000 Sea Containers $900,000 $0 Finance Ireland Units that run $3,200,000 $2,400,000 Helsinki-Tallinn Business SC Treasury has also set aside roughly $800,000 in a contingency reserve. As of June 30, 2007, SC Treasury will have made roughly $6,400,000 in loans under the Original Funding Order, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, tells Judge Carey. The Debtors estimate that as of June 30 Total SC Treasury Funding Availability will have been reduced to $2,400,000. The Debtors also expect Opera to repay SC Treasury $800,000 from the proceeds of the sale of the Opera vessel. However, the Debtors project an aggregate non-debtor subsidiary funding need of $4,400,000 through September 2007, consisting of: -- $1,900,000 for Finnjet; -- $1,000,000 for SCFI; and -- $1,500,000 for the Contingency Reserve. To bridge that gap, the Debtors intend to add $1,200,000 in funding for SC Treasury. The Debtors also want to reallocate the remaining Total SC Treasury Funding Availability to Finnjet, SCFI and the Contingency Reserve. The Debtors have not finalized a sale of Finnjet's fast cruise vessel currently berthed in the Bahamas. Finnjet requires additional funding for maintenance and berthing costs. The $1,900,000 is anticipated to carry Finnjet through September 2007, Mr. Greecher relates. At that time, if the Debtors have not sold the vessel, it likely will be auctioned, Mr. Greecher says. The Debtors require an additional $1,300,000 more than the originally requested $1,000,000 for the Contingency Reserve because of additional projected miscellaneous cash needs of the non-debtor subsidiaries. The expenses include: * $150,000 for a mothballed container factory and tank cleaning operation in Santos, Brazil, owned by Paulista Containers Maritismos Ltda. and Santos Tank Containers Ltda.; and * $150,000 for the general operating and advisor expenses for Hoverspeed Italia Srl. SC Treasury has not yet drawn the original $900,000 allotted for SCFI. SCFI originally was established as a special purpose subsidiary of SCL and incorporated in Ireland to gain certain tax advantages. SCFI was capitalized by the contribution of a sizable loan owed to SCL by a subsidiary, Ferry & Port Holdings. SCFI has an outstanding tax liability to Irish authorities. The tax deficit, if unpaid, could force SCFI's directors to initiate an Irish insolvency proceeding that, in turn, could cause other insolvencies across SCL's subsidiaries. By paying the Irish tax liability and other third-party creditors and undertaking a solvent liquidation to wind up SCFI's affairs, the Debtors can eliminate this threat. The Debtors originally anticipated that SCFI would need $900,000 in additional financing to pay SCFI's creditors and wind up its affairs. The Debtors currently believe the liquidation and wind- up will require an additional $100,000. The Irish directors of SCFI have declined to accept funding from SC Treasury in the form of a loan, based on local legal advice. Accordingly, SCL has agreed with SCFI's directors to contribute the $1,000,000 as part of an equity transaction. SCFI would issue $1,000,000 in "B Shares" to either SCL or SC Treasury. SCFI would cancel its "A Shares" and the FPH Loan would be assigned back to SCL. SCL and SC Treasury would require written assurances that SCFI will not incur any further third-party debt that would dilute SC Treasury's or SCL's recovery in SCFI's liquidation. Additionally, the Debtors also ask the Court to bless the SCFI equity transaction. 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 $62,400,718 and total liabilities of $1,545,384,083. The Court extended the Debtors' exclusive period to file a Plan of Reorganization to Sept. 28, 2007. (Sea Containers Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEA CONTAINERS: Creditor Panel Raises Concerns on DIP Financing --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sea Containers Services, Ltd. and its debtor-affiliates has raised certain ongoing concerns regarding the proposed $176 million Debtor- in-Possession Financing Facility. These concerns include the: (i) valuation of Sea Containers SPC Ltd.; (ii) provisions of the DIP Facility that favor the individual bondholder members of the Official Committee of Unsecured Creditors of Sea Containers Ltd.; and (iii) risks associated with foreclosure under the Securitization Facility. There are material facts in dispute relating to the value of SPC, David Stratton, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, explains to the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware. The SCSL Committee has been provided with information demonstrating differing points of view on the value of SPC. The value of SPC is one component necessary to assess the appropriateness of the DIP Facility inasmuch as SCL is assuming the credit risk of the DIP Facility, and the SCSL Committee wants to ensure the value of SPC would not create directly or indirectly a default under the DIP Facility including the representations, covenants, and default provisions. While the SCSL Committee recognizes that it may make senseSEA CONTAINERS to proceed with the DIP Facility in the face of some valuation risk, the SCSL Committee does not support issuing a blank check in that regard, Mr. Stratton says. The SCSL Committee believes that additional facts are needed to clarify the issues related to valuation. The deposition testimony of Michael Berkowitch of PricewaterhouseCoopers, the Debtors' financial advisors, and Roger Passal of TranSystems may provide clarification on valuation issues, Mr. Stratton tells the Court. The SCSL Committee reserves its rights with respect to the valuation issues until after the appropriate evidence has been submitted. Mr. Stratton also notes that the proposed DIP Lenders are SCL Committee Bondholders and hold substantial prepetition claims against SCL. In light of the dual roles of the SCL Committee Bondholders/DIP Lenders, the SCSL Committee is intensely focused on scrutinizing the terms of the DIP Facility. According to Mr. Stratton, the SCSL Committee has identified a number of problematic terms in the DIP Facility. The SCSL Committee has discussed its specific concerns with the Debtors, and has made those concerns available to the DIP Lenders. The SCSL Committee plans to continue to engage in discussions with relevant parties in hope of resolving those concerns. The SCSL Committee reserves all rights to the extent the DIP Lenders do not accede to the SCSL Committee's requests. Mr. Stratton further points out that foreclosure under the Securitization Facility itself is capable of producing economic detriments to the estates that may outweigh any adverse valuation determinations. The SCSL Committee is evaluating these risks and reserves all rights in respect thereto. Pursuit of the DIP Facility involves a careful weighing of competing considerations and risks. At this moment, the SCSL Committee needs to assess additional information before deciding to support or object to the DIP Facility, Mr. Stratton says. Debtors Address DIP Objections The DIP objections are ill-founded and should be overruled, the Debtors tell Judge Carey. Robert D. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, reiterates that the Debtors are powerless to prevent foreclosure under the prepetition Securitization Facility except by renegotiation with the Securitization Facility lenders or repayment of that facility. Because of the facility's bankruptcy-remote structure, neither Sea Containers SPC Ltd. as borrower, or SPC Holdings Ltd. as guarantor, can, as a practical matter, seek protection under the Bankruptcy Code. The Debtors could do nothing and allow foreclosure; they could negotiate an expensive and likely unworkable amendment of the existing bankruptcy-remote obligations; or they could borrow funds to repay the Securitization Facility, Mr. Brady says. GE Capital Container SRL, GE Capital Container Two SRL and GE SeaCo SRL, in their objection, contort the applicable legal standards under Sections 363 and 364 of the Bankruptcy Code, Mr. Brady contends. Courts evaluate on a case-by-case basis the need for, and the terms of, a DIP financing arrangement, Mr. Brady points out. The touchstone of this inquiry is the debtor's business judgment, to which courts generally defer. In the Debtors' business judgment, based on extensive analysis and exploration of options over a period of more than three months, the proposed DIP Financing is necessary to avoid a significant risk of loss of value and litigation exposure related to a potential foreclosure on assets pledged in support of the Securitization Facility, Mr. Brady contends. The DIP Motion contemplates repaying the Noteholders through a capital contribution from SCL to Holdings, which would then be contributed to SPC. The U.S. Trustee says the proposal is an "investment" that must comply with Section 345. Mr. Brady, however, points out that the plain language and legislative history of Section 345 indicate that Congress intended to cover situations where a debtor deposits idle cash or cash equivalents. Section 345 does not apply to capital expenditures or refinancing transactions, which are governed by Sections 363 and 364. In In re Foamex Int'l, No. 05-12685 (PJW), the U.S. Trustee argued that Section 345 applied to the debtor's request to fund a subsidiary's entry into a joint venture, Mr. Brady notes. The Foamex court, however, overruled the objection stating that the proposal was a Section 363 issue. Mr. Brady clarifies that the proposed transaction is not a cross-collateralization. The Noteholders under the Securitization Facility will not improve their position by getting paid; they merely get the benefit of their bargain, Mr. Brady explains. Prior to the bankruptcy filing, the Noteholders obtained a structural priority over all of the Debtors' creditors by making an asset-backed loan to a bankruptcy-remote entity, Mr. Brady relates. GE SeaCo is fully aware of this deal, Mr. Brady adds. Contrary to the U.S. Trustee's arguments, the only benefit gained by the proposed DIP Lenders vis-a-vis their prepetition, unsecured claims is preservation of the bankruptcy estates, which will benefit all unsecured creditors, Mr. Brady tells the Court. The DIP Lenders do not enjoy an advantage in recovering on their prepetition unsecured claims, Mr. Brady states. "The DIP Facility is not the product of any insider transaction negotiated and documented behind closed doors," Mr. Brady clarifies. While the lenders are current unsecured creditors of SCL serving on SCL's creditor committee, they have not sought to obtain any special treatment for their existing unsecured claims; their unsecured claims are and will continue to be governed by the same prepetition indentures that apply to the other unsecured bondholders in the cases, Mr. Brady maintains. At the hearing on the DIP Motion, the Debtors will present expert testimony on valuation of SPC's container assets. The Debtors believe that SPC has positive equity value or, in a downside scenario, that the value of SPC's container assets is only slightly lower than the amount of the Term Loan. According to Mr. Brady, the Debtors pursued a possible restructuring of the Securitization Facility in lieu of the DIP Facility. Ultimately, no proposal advanced by the Noteholders was as good, taken as a whole, as the terms of the DIP Facility. The Noteholders' proposal for a long-term restructuring of the Securitization Facility, Mr. Brady relates, required a parent guarantee from SCL of US$25,000,000, plus the possibility of additional required cash infusions from the parent. The Debtors are also required to pay sizeable fees. The Debtors also would face the continuing threat of default and foreclosure. Foreclosure would have harmful operational and strategic implications for GE SeaCo, and therefore to the value of SCL's 50% equity stake in GE SeaCo, which is SCL's most valuable asset, Mr. Brady adds. A foreclosure sale of either SPC's stock or the GE SeaCo Class B quotas owned by SCL that were pledged to the Noteholders would introduce at least one new party into the joint venture. It is unclear whether the new holders after a foreclosure would have any interest in, or particular expertise with, the shipping container business, Mr. Brady explains. Foreclosure would also increase SCL's exposure to litigation and contracted-based claims, Mr. Brady adds. GE Capital, et al.'s Pretrial Statement GE Capital Container SRL, GE Capital Container Two SRL, GE SeaCo SRL, and the Office of the United States Trustee for Region 3 have submitted to the Court a joint pretrial statement with respect to the Debtors' DIP Motion. Among others, GE Capital, et al., will ask the Court to: -- review the factors SCL relied upon in exercising its business judgment to enter into the DIP Facility; -- find whether a heightened scrutiny test should be applied in light of the proposed structure and use of the loan proceeds, which is to make a capital contribution in a non-Debtor subsidiary; -- find whether the value of SPC's assets and SCL's B Quotas, standing alone and without consideration of any other reason, is sufficient to justify granting to the proposed DIP Lenders a superpriority claim against the Debtors and a first priority lien on specific assets of SCL; and -- find whether foreclosure on SPC's containers and contract rights, and SCL's B Quotas will jeopardize the value of SCL's A Quotas, increase claims against SCL that would not otherwise be asserted, and eliminate the inherent value to SCL in retaining SPC's assets and the B Quotas so as to justify granting to the proposed DIP Lenders a superpriority claim against the Debtors and a first priority lien on specific assets of SCL. GE Capital, et al., will call on these witnesses at the DIP hearing: 1. Laura Barlow, the Debtors' chief financial officer and chief restructuring officer, to testify to the facts set forth in the Debtors' request; 2. Michael Berkowitch, a director at PwC, the Debtors' financial advisors, to testify concerning the advice and assistance the firm provided to the Debtors in connection with the entry into the DIP Facility; 3. Antonios Basoukeas, GE Seaco's chief financial officer, to testify regarding the facts asserted in the GE Parties' objection; 4. Roger Passal of TranSystems to testify regarding his valuation of the assets to which SPC's lenders have recourse and the basis for his opinion on the value of the SPC Recourse Assets; and 5. Michael Panacio, a bankruptcy analyst with the U.S. Trustee's office. Mr. Berkowitch is a designated expert by the Debtors. Mr. Passal is a designated expert by the GE Parties. About Sea Containers Headquartered 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 $62,400,718 and total liabilities of $1,545,384,083. The Court extended the Debtors' exclusive period to file a Plan of Reorganization to Sept. 28, 2007. (Sea Containers Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) SEVEN CHILDREN: Case Summary & Two Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Seven Children Trust 131 Jackson Street Methuen, MA 01844 Bankruptcy Case No.: 07-42459 Chapter 11 Petition Date: June 28, 2007 Court: District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Debtor's Counsel: Steven J. Marullo, Esq. 30 Eastbrook Road, Suite 403 Dedham, MA 02026 Tel: (781) 251-0055 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Stoneham Savings Bank $5,097,095 c/o Stephen T. Kunian, Esq. Eckert, Seamans, L.L.C. 1 International Place Boston, MA 02110 Town of Meredith, NH $23,000 c/o Tax Collector's Office Meredith Town Hall 5 Highland Street Meredith, NH 03253 SMARTIRE SYSTEMS: April 30 Balance Sheet Upside-Down by $15 Mil. ---------------------------------------------------------------- SmarTire Systems Inc. reported a net loss of $4.0 million on revenue of $933,113 for the third quarter ended April 30, 2007, compared with a net loss of $4.3 million on revenue of $1.2 million for the same period ended April 30, 2006. "I am disappointed that revenues were flat from Q2 as we had forecasted growth of 30-50% for Q3," said SmarTire president and chief executive officer Warkentin. "However, I expect that we should now begin to realize quarterly increases in revenue because these lower than forecasted revenues were not a result of lost business but were due to a delay in the establishment of sales channels in the commercial trucking market and the completion of the sales and integration process of certain major accounts. Warkentin continued, "I am extremely pleased with the results of our cost-cutting measures and am confident that our revenues should grow and enable us to achieve our short-term goal of break-even on a cash flow basis within the next six to nine months." SmarTire Systems reported gross profit of $224,745 for the third quarter ended April 30, 2007, compared with a gross loss of $334,028 for the same period ended April 30, 2006. The gross loss for the three months ended April 30, 2006, was due to an inventory write-down of $700,000 for slow moving aftermarket passenger car TPMSs and motorcycle TPMSs. Without the inventory write-down, the gross margin would have increased to 31% for the three months ended April 30, 2006, compared with a gross margin of 24% for the three months ended April 30, 2007. Expenses decreased to $1.4 million for the three months ended April 30, 2007, from $2.3 million for the three months ended April 30, 2006. Interest and finance charges increased to $3.1 million for the three months ended April 30, 2007, from $2.5 million for the three months ended April 30, 2006. The majority of interest and finance charges relate to accrued and accreted interest on the company's convertible debentures and amortization of deferred charges on the company's convertible debentures. A foreign exchange gain of $271,703 was recorded during the three months ended April 30, 2007, as compared to a foreign exchange gain of $63,423 for the three months ended April 30, 2006. At April 30, 2007, SmarTire Systems Inc.'s consolidated balance sheet showed $5.7 million in total assets, $16.7 million in total liabilities, and $4.0 million in mandatorily redeemable preferred shares, resulting in a $15 million total stockholders' deficit. As of April 30, 2007, SmartTire Systems' accumulated deficit has increased to $119.8 million. Full-text copies of the company's consolidated financial statements for the quarter ended April 30, 2007, are available for free at http://researcharchives.com/t/s?2105 Going Concern Doubt BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of SmarTire Systems Inc.'s consolidated financial statements for the year ended July 31, 2006, in accordance with Canadian reporting standards which do not permit a reference to such events and conditions which cast substantial doubt about a company's ability to continue as a going concern when these are adequately disclosed in the financial statements. The company has incurred recurring operating losses and has a deficit of $104 million as at July 31, 2006. The ability of the company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, and obtaining the necessary financing in order to achieve profitable operations. About SmarTire Systems Headquartered in Richmond, British Columbia, Canada, SmarTire Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops and markets technically advanced tire pressure monitoring systems for the transportation and automotive industries that monitor tire pressure and tire temperature. Its TPMSs are designed for improved vehicle safety, performance, reliability and fuel efficiency. The company has three wholly owned subsidiaries: SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe Limited. SPIKE MOTOPLEX: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Spike Motoplex, Inc. P.O. Box 309 Haubstadt, IN 47639 Bankruptcy Case No.: 07-70816 Chapter 11 Petition Date: June 28, 2007 Court: Southern District of Indiana (Evansville) Judge: Basil H. Lorch III Debtor's Counsel: Kevin S. Kinkade, Esq. Wells, Kinkade & Associates, P.C. 123 Northwest 4th Street, Suite 706 Evansville, IN 47708 Tel: (812) 434-4909 -- and -- Robert Gregory Lathram, Esq. 2307 Parkland Boulevard, No. 4 Shiloh, IL 62269 Tel: (618) 214-2823 Total Assets: $5,935,973 Total Debts: $2,764,126 The Debtor did not file a list of its 20 largest unsecured creditors. SWIFT & COMPANY: Moody's Retains Review on Ratings -------------------------------------------------- Moody's Investors Service prospectively assigned a (P)Caa2 rating to new senior unsecured notes totaling $600 million to be issued by J&F I Finance Co, which will be a subsidiary of J&F Participacoes, S.A. Moody's also prospectively assigned a (P)B3 corporate family rating, a B3 probability of default rating, and a speculative grade liquidity rating of SGL-2 to New Swift. The rating outlook is stable. The ratings are subject to review of final documentation and subject to a $500 million equity component in the approximately $1.46 billion consideration for the acquisition of Swift. Should the equity amount be less than $500 million or should any other terms of the transaction change, Moody's may revise the prospective ratings and/or outlook of New Swift. The ratings of the existing Swift & Company remain on review for possible upgrade pending completion of the acquisition. When Old Swift is acquired and its existing debt repaid, ratings will be withdrawn. Ratings assigned prospectively with a positive outlook: J&F I Finance Co., to be renamed Swift & Company (New Swift): -- Corporate family rating at (P)B3 -- Probability of default rating at B3 -- New $200 million senior unsecured guaranteed notes due 2015 at (P)Caa2 (LGD5, 81%) -- New $200 million senior unsecured guaranteed toggle notes due 2015 at (P)Caa2 (LGD5, 81%) -- New $200 million senior unsecured guaranteed floating rate notes due 2014 at (P)Caa2 (LGD5, 81%) -- Speculative grade liquidity rating at SGL-2 Ratings continuing on review for possible upgrade: Swift & Company (Old Swift): -- Corporate family rating at B3 -- Probability of default rating at B3 -- Existing senior unsecured notes at Caa1 -- Existing subordinated notes at Caa1 Swift will be acquired by J&F, a Brazilian company that is the majority owner of Latin America's largest beef producer, JBS. JBS has annual revenues of about $2.1 billion (US$ equivalent) and EBITDA of $304 million. J&F I Finance Co., which will be a subsidiary of J&F, will issue $600 million in new senior unsecured notes and will merge into Swift & Company, currently a subsidiary of Swift Foods Company, with Swift & Company as the surviving entity. Swift & Company will assume the obligations of J&F I Finance under the notes, and Swift & Company will merge into S&C Holdco, 3 Inc., with S&C Holdco, 3 Inc. continuing as the surviving entity to be renamed Swift & Company. Swift's B3 corporate family rating reflects the company's highly volatile earnings and cash flow, very high enterprise leverage, low margins and weak credit metrics, and the continuing challenging conditions in the volatile US beef industry overall. New Swift's ratings are supported by its scale as the third largest beef and pork processor in the US, by Swift's strong Australian operations, and by the company's solid liquidity. Moody's analyzes Swift's operations in the context of the Rating Methodology for Global Natural Product Processors - Protein and Agriculture. Using the 22 rating factors cited in this methodology -- and proforma financials for fiscal 2007 and Moody's projected financials for 2008 and 2009 -- all proforma for the new capital structure -- Swift's rating would score at B2, one notch above its actual rating level. The company's actual rating reflects the significant weight that Moody's places on Swift's currently high leverage and weak credit metrics and on the possibility of challenges faced by new management with little experience in the US market. Moody's view is that Swift has not yet completely recovered from the challenges of the last few years that negatively impacted operating results. Despite the equity component in the consideration, the reduction in funded debt upon acquisition is modest; post-acquisition funded debt of $957 million will be only about $200 million less than the current funded debt at Old Swift of about $1.16 billion. The stable rating outlook for New Swift reflects Moody's expectation that -- although earnings will continue to modestly rebound as beef volumes strengthen in the US and Australia and as the company is able to realize some of the benefits of recent operational restructuring moves -- near term improvements in debt protection measures are likely to be modest. The SGL-2 rating of New Swift is based on Moody's anticipation that the company's liquidity over the next twelve months will be good, with moderate usage of its unrated $700 million senior secured revolving credit and modest seasonal variations in internal cash flow generation for a protein company. Cash flow available to service debt is projected by Moody's to be breakeven or slightly negative over the next four quarters as Swift strengthens its operating performance. Borrowing base availability is expected to be ample. The single covenant in the revolving credit agreement is not tested unless availability is less than $75 million; it is not at all likely that availability will be this low, so it is unlikely that the covenant will be tested. Alternative liquidity is limited as assets are encumbered. Swift & Company is one of the world's leading beef and pork processing companies. Its largest business segments are domestic beef processing (Swift Beef, 59% of consolidated sales for the first 39 weeks ended February 25, 2007), domestic pork processing (Swift Pork, 22%) and beef operations in Swift Australia (19%). Consolidated sales for the twelve months ended February 25, 2007 were approximately $9.5 billion. TERRESTRIAL ENTERPRISES: Case Summary & 2 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Terrestrial Enterprises, Inc. 3931 McGuire Way Kennesaw, GA 30144 Bankruptcy Case No.: 07-70311 Chapter 11 Petition Date: July 2, 2007 Court: Northern District of Georgia (Atlanta) Judge: Margaret Murphy Debtor's Counsel: Paul Reece Marr, Esq. 300 Galleria Parkway Northwest Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Roy Koch unsecured loan $7,500 3737 Jesica Trace Kennesaw, GA 30144 Philip Sidney Calvo, III appraisal fees $1,250 2781 Glenwood Avenue Atlanta, GA 30317 THERMADYNE HOLDINGS: Expands Borrowing Capacity to $100 Million --------------------------------------------------------------- Thermadyne Holdings Corporation completed agreements with its secured lenders to amend its senior secured credit facility and its second lien facility. The principal changes to the senior secured credit facility include extending the maturity to June 2012, increasing the total revolving credit commitment from $70 million to $100 million and revising the asset-based borrowing base formula to include up to $20 million in available borrowings under a cash flow based formula and another $8 million under a property, plant and equipment based formula. In addition, the interest grid was expanded to enable the company to reduce interest costs and fees. The amended and restated credit agreement also establishes financial covenants that provide greater flexibility for the company. The primary changes to the terms of its second lien facility include an extension of the maturity to November 2010 and a reduction of the interest rate to LIBOR plus 2.75 from LIBOR plus 4.50. The company also repaid $14 million of the outstanding loan balance of the second lien facility, reducing the amount outstanding to $36 million. About Thermadyne Holdings Corporation Based in St. Louis, Missouri, Thermadyne Holdings Corporation (OTCBB: THMD) - http://www.Thermadyne.com/-- manufactures and markets cutting and welding products and accessories under a variety of premium brand names including Victor(R), Tweco(R)/Arcair(R), Thermal Dynamics(R), Thermal Arc(R), Stoody(R), TurboTorch(R), and Cigweld(R). Its products are used by manufacturing, construction and foundry operations to cut, join and reinforce steel, aluminum and other metals. * * * As reported in the Troubled Company Reporter on May 14, 2007, Moody's Investors Service affirmed the Caa1 corporate family rating of Thermadyne Holdings Corporation and the Caa2 rating of the $175 million senior subordinated notes due in 2014. The outlook was changed to stable from negative. TRUMP ENTERTAINMENT: Discloses Results of Strategic Review ---------------------------------------------------------- Trump Entertainment Resorts Inc.'s Board of Directors has concluded, after consulting with financial advisor Merrill Lynch, that none of the indications of interest received to date for the acquisition of the company represented or was likely to lead to a transaction that was in the best interests of the company and its shareholders. According to the company, the previous discussions with prospective acquirers of the company have concluded, and there are currently no ongoing discussions with the parties that submitted the indications of interest. The company said it will continue to review other strategic corporate options while implementing its strategic operating plan with a view towards maximizing value for the company's shareholders. The company further said that its strategic operating plan has specifically been designed to reduce corporate and operating expenses in order to improve margins, increase market share and implement a service-driven culture to improve the customer experience. Initiatives achieved under the plan to date include the commencement of the construction of a new 786-room hotel tower at the Taj Mahal, substantial capital upgrades to the company's existing facilities, the deployment of a new revenue management and E-commerce initiative and the recent introduction of the TrumpONE unified players club program. The company said it will also continue to solicit and pursue opportunities to harness the power of the Trump brand in Atlantic City and in other jurisdictions, both domestically and abroad. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts Inc. now known as Trump Entertainment Resorts Inc. (Nasdaq: TRMP) -- http://www.trumpcasinos.com/-- through its subsidiaries, owns and operates four properties and manages one property under the Trump brand name. The company and its debtor-affiliates filed for Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). The Court confirmed the Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005. The Plan took effect on May 20, 2005. * * * As reported in the Troubled Company Reporter on March 13, 2007, Standard & Poor's Ratings Services placed its ratings for Trump Entertainment Resorts Holdings L.P., including the 'B' corporate credit rating, on CreditWatch with developing implications. TUCSON ELECTRIC: Plans Power Rate Increase to Cover Rising Costs ---------------------------------------------------------------- Tucson Electric Power Company requested its first rate increase in more than a decade to help cover the rising cost of serving its growing customer base. In its rate case filed on July 2, 2007, TEP asks the Arizona Corporation Commission to use one of three proposed methods to set new rates that would take effect no later than Jan. 1, 2009. The proposals would increase retail rates by an average of 15% to 23%, depending on the approach used. Under each of the proposed methods, TEP's retail transmission and distribution rates would be based on historic cost-based calculations. But rates for generated power would be calculated differently under each approach. Three Proposed Methods One method would base TEP's generated power charge on prices paid in the wholesale energy market. TEP maintains that this "market method" was the basis for the 1999 Settlement Agreement it entered into to bring about retail electric competition in Arizona. If the ACC adopts this alternative, TEP projects that retail rates would increase by an average of 22%. The proposed "cost-of-service method" bases the generated power rate on historic costs. It also incorporates a charge tied to TEP's transition from market-based rates under the 1999 settlement agreement to a cost-of-service rate for generation. This alternative would produce an average retail rate increase of 23%. A third alternative that blends these two approaches would produce an average 15% rate increase. Under this "hybrid method," TEP would base its power charge on traditional cost-of-service rules while selling the output of certain generators on the wholesale energy market. The average TEP residential customer would experience a 13%-rate increase under the cost-of-service method, a 10% increase under the market method and less than an 8% increase under the hybrid approach. The increase for individual customers would vary based on their energy use, with larger increases going to customers with above-average usage. Rates for the first 500 kilowatt hours that residential customers use each month would be lower than those for subsequent usage, increasing the savings that can be realized by conserving energy. The typical TEP residential customer uses an average of 980 kWh per month over the course of a year. Proposed revisions to TEP's time-of-use rates would help customers manage their energy usage in a way that reflects the varying cost of service throughout the day. The proposed rates would be higher during peak usage hours and lower during other periods, allowing customers to reduce their monthly bills by shifting usage to off- peak hours. New TEP customers would be signed up for time-of-use rates automatically, while existing customers would be able to switch to the plan. The three alternatives proposed in the rate case have been discussed as part of a regulatory process that began in 2005 when TEP first asked the ACC to identify the method it would use to set the company's future rates. The question arose when some parties to the 1999 settlement agreement questioned TEP's right to charge a market-based rate for generation after the rate cap expires Dec. 31, 2008. Energy Conservation Proposal Along with its request for new rates, TEP has proposed expanding its energy conservation efforts. The company has asked the ACC to approve new programs including rebates for consumers who install energy efficient air conditioners, discounts for compact fluorescent light bulbs and incentives for developers and business owners who improve the energy efficiency of their buildings and equipment. The programs would be funded by a usage-based surcharge that initially would add about 55 cents per month to the average residential customer's bills. First Rate Increase Request TEP's rates have remained unchanged since July 2000, when the last of three annual 1% rate decreases took effect. The company's rates were last increased in 1996, and the subsequent reductions resulted in rates that remain below the levels charged in 1994. Consumer prices have risen more than 42% since the beginning of that year, while the cost of fuel, raw materials and other expenses involved in providing electric service have risen more dramatically. After determining whether TEP's rate case filing is complete, the ACC will set deadlines for the submission of testimony and other evidence and schedule an open hearing before a state hearing officer. The hearing officer will forward a recommended opinion and order to the ACC, which will consider the matter at an open meeting. This review process typically takes a year or more. Comments "TEP customers are paying lower rates today than we charged in 1994 despite a 42% increase in consumer prices since then and even more dramatic increases in the cost of providing electric service," said James S. Pignatelli, chairman, president and chief executive officer of TEP and its parent company, UniSource Energy Corporation. "I'm pleased that we've been able to provide our customers with safe, reliable service at such stable prices," Mr. Pignatelli said. "But we simply cannot maintain our same high level of service and prepare for our community's future growth without rates that reflect the higher cost of fuel, materials and labor that we've experienced in recent years." "We want to provide meaningful rewards for energy conservation," Mr. Pignatelli said. "Customers who use less energy will pay lower rates under our new, progressive rate structure, and new customers will pay variable time-of-use rates that encourage moderation during periods of peak system usage." "Although the 1999 settlement agreement provided that TEP would begin charging a market-based generation rate in 2009, we would settle for another approach that recognizes the significant costs we've incurred under the agreement and properly balances the interests of the company and our customers," Mr. Pignatelli said. "I'm hopeful that this rate case will provide all parties with enough information to help us reach a timely resolution to the issues at stake in this proceeding." About Tucson Electric Tucson Electric Power Company -- http://www.TEP.com/-- is a subsidiary of UniSource Energy Corporation -- http://www.uns.com/ TEP provides safe, reliable electric service to more than 394,000 customers in southern Arizona. * * * To date, Tucson Electric Power Company continues to carry Standard & Poor's Ratings Services' BB long-term foreign and local issuer credit ratings. The ratings outlook remains stable. UNIFIED WORLDWIDE: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Unified Worldwide Transport, L.L.C. 24353 Mornington Drive Valencia, CA 91355 Bankruptcy Case No.: 07-12273 Chapter 11 Petition Date: July 2, 2007 Court: Central District Of California (San Fernando Valley) Debtor's Counsel: Sean A. Okeefe, Esq. Winthrop Couchot P.C. 660 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Tel: (949) 720-4100 Fax: (949) 720-4111 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Prosperous Endeavors- loans $176,000 K.K.J. Holdings 1235 Sherman Road Northbrook, IL 60052 Oakcrest Properties loans $106,667 10 Heather Drive Iowa City, IA 52545 Jennings & Steine & Co. accounting $69,221 12100 Wilshire, services Suite 400 Los Angeles, CA 90025 Linda Gifford wages $54,170 Loeb & Loeb, L.L.P. legal services $22,000 N.Y.S. Department of employment taxes $719 Taxation-Bankruptcy Section State of New Jersey- employment taxes $690 Taxation Division California Employment employment taxes unknown Development Division US ENERGY: In Final Talks with Chief Executive Officer Candidate ---------------------------------------------------------------- U.S. Energy Systems Inc.'s board of directors, following its interviews with several interim chief executive officer candidates in recent days, is in final negotiations with a highly qualified candidate and expects to announce the appointment in the next several days. The interim CEO will succeed Asher E. Fogel, whose employment with USEY has been terminated. At this time, Mr. Fogel continues to serve as a member of the board of directors of the company. USEY also reported that Adam D. Greene has been terminated as executive vice president and secretary of the company. The termination decisions were based on the independent directors' considered judgment that new senior leadership is in the best interests of the company and its stockholders. USEY's board of directors stated: "We are working expeditiously to complete the appointment of an interim CEO with the experience to effectively address USEY's twofold priorities: first, to work closely and constructively with our financing institutions to address our near-term previously publicly-disclosed covenant and working capital issues; and second, with respect to our UK natural gas assets, to rapidly review and implement any adjustments needed to the original project development plan and related budgets, consistent with our recent announcements and subject to gathering further verified information." USEY also stated that it soon expects to complete negotiations with an independent third party financial advisor who, as previously announced, will assist USEY in its evaluation of the existing financing as well as other strategic alternatives available to the company. About U.S. Energy Systems U.S. Energy Systems, Inc. -- http://www.useyinc.com/-- (Nasdaq: USEY) owns of green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. The company has a 100% interest in U.S. Energy Biogas Corp., which owns and operates 23 landfill gas to energy projects in the United States, 20 of which produce electricity and three of which sell landfill gas as an alternative to natural gas. The company also has a 100% interest in Plymouth Envirosystems, Inc., which owns a 50% interest in Plymouth Cogeneration Limited Partnership. Plymouth Cogeneration Limited Partnership owns and operates a combined heat and power plant in Massachusetts that produces 1.2MWs of electricity and 7 MWs of heat. The company further has a 79% interest in GBGH, LLC, which owns energy assets and mineral rights in the United Kingdom including a 42MW gas-fired power plant and gas licenses for approximately 100,000 acres of onshore natural gas properties and mineral rights in North Yorkshire, England. GBGH is the parent company of UK Energy Systems, LTD. * * * As reported in the Troubled Company Reporter on June 26, 2007, U.S. Energy Systems, Inc. had previously reported that it has insufficient funds to make certain capital contributions required under the UK financing arrangements between September and December of 2007. If the UK financing parties were to declare the UK financing arrangements in default and exercise remedies, such action could involve foreclosure on substantially all of the company's assets and would have a material adverse effect on the company. In that circumstance, the company is unable to provide assurances that it would be able to avoid bankruptcy or insolvency proceedings. VALEANT PHARMA: Settles Patent Infringement Suit with Kali Labs --------------------------------------------------------------- Valeant Pharmaceuticals International settled its lawsuit with Kali Laboratories Inc. for patent infringement on Diastat(R), the only FDA-approved at-home acute treatment for break-through epileptic seizures. Under the terms of the settlement, the companies reached an agreement in principle that would allow Kali to introduce a generic version of Diastat and Diastat(R) AcuDial(TM) no earlier than September 2010. Other terms of the settlement were not disclosed. In March 2004, Kali submitted an abbreviated new drug application with the Food and Drug Administration seeking approval for a generic version of Diastat, a diazepam rectal gel. In July 2004, Xcel Pharmaceuticals Inc., which was acquired by Valeant in March 2005, filed a complaint against Kali for patent infringement. The settlement, which was reached at a conference held last week in the U.S. District Court of New Jersey, requires the companies to finalize the agreement within 60 days. About Valeant Pharmaceuticals Costa Mesa, California-based Valeant Pharmaceuticals International (NYSE: VRX) -- http://www.valeant.com/-- is a global specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, infectious disease and dermatology. Diastat and Diastat AcuDial are trademarks or registered trademarks of Valeant Pharmaceuticals International or its related companies. All other trademarks are the trademarks or registered trademarks of their respective owners. * * * As reported in the Troubled Company Reporter on Feb. 5, 2007, Standard & Poor's affirmed its ratings on Valeant Pharmaceuticals International, including the 'B+' corporate credit rating. The rating outlook on the company is stable. VIATEL HOLDING: Deloitte & Touche Raises Going Concern Doubt ------------------------------------------------------------ Deloitte & Touche LLP in London, England expressed substantial doubt about Viatel Holding (Bermuda) Ltd.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring losses from operations and its difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. The company posted a $38,859,000 net loss on $33,467,000 of total revenues for the year ended Dec. 31, 2006, as compared with a $63,378,000 net loss on $20,559,000 of total revenues in the prior year. At Dec. 31, 2006, the company's balance sheet showed $85,609,000 in total assets and $161,731,000 in total liabilities, resulting in a $76,122,000 stockholders' deficit. The company also reported strained liquidity in its Dec. 31, 2006, balance sheet with $37,220,000 in total current assets and $45,092,000 in total current liabilities, resulting in a $7,872,000 working capital deficit. For the year ended Dec. 31, 2006, net cash used in operating activities decreased to $7,550,000 from $36,602,000 in the prior year and net cash provided by financing activities decreased to $16,818,000 from $19,513,000 in the prior year. The company had $6,049,000 in net cash provided by investing activities for the year ended Dec. 31, 2006, and $4,717,000 in net cash used in investing activities in the prior year. Legal Proceedings In Sept. 2003, the company's French subsidiary Viatel Operations SA filed a claim for about $10.1 million in the Tribunal of Lille, France, against Voies Navigables de France, the owner of certain French waterways by whom Viatel Operations is currently charged in excess of about $2.6 million annually in respect of ROW charges. Similar claims in respect of ROW charges were commenced against each of: (1) Societe Anonyme de Gestion des Eaux de Paris (SAGEP); (2) Ville de Paris (VDP); and (3) Compagnie Nationale du Rh"ne (CNR). The amounts of the claims being, respectively, about $1.6 million against SAGEP; approximately about $1.8 million against VDP; and about $1.6 million) against CNR. Viatel Operations has previously been engaged in a dispute, which arose as a result of the early termination of a lease agreement dated Sept. 29, 1999. Viatel Operations was also in dispute regarding a second lease termination - this time with respect to the termination of a lease agreement dated May 4, 2000 relating to premises in St. Denis, France. The Company's UK subsidiary, VTL (UK) Ltd. was previously in dispute with a company, which had provided it with financial advice, in particular with respect to its employee benefits program. Another UK subsidiary, Viatel Holding (Europe) Ltd. is a defendant to an action brought by two companies Cityhook Ltd. and Cityhook (Cornwall) Ltd., which are claiming damages as a result of an alleged infringement of E.C. and/or UK competition law. Fiberlac, a company acting on its own behalf, and on behalf of other telecommunications operators including the Company's Swiss subsidiary, Viaphone AG has filed claims against three Swiss Cantons in relation to the build of a telecommunications network. The company's Dutch subsidiary Viatel Global Communications B.V. (VGC) has on its own account re-located certain network infrastructure in connection with the reconstruction of the A-12 highway. VGC (and other like operators) claim that the Dutch government is liable to pay the relocation costs; the government denies any liability in this regard. The amount claimed by VGC to date is about $ 238,000. Apart from the civil proceedings, VGC and the other operators have requested that OPTA, issue its own decision regarding the relocation costs. A full-text copy of the company's 2006 annual report is available for free at http://ResearchArchives.com/t/s?215c About Viatel Holding Headquartered in Surrey, England Viatel Holding (Bermuda) Ltd. (Other OTC: VTLAF) -- http://www.viatel.com/-- builds, operates and owns a state-of-the-art pan-European fiber-optic network linking cities in Belgium, France, Germany, the Netherlands, Switzerland, and the UK. It is also a provider of clear channel broadband, IP transit and transport, and virtual private networks to corporations, communications carriers, Internet service providers and other wholesale customers, and end-user business customers. The ownership stakes held by two investors, Morgan Stanley and Aspen Partners, account for one quarter of the company's total shares. VISHAY INTERTECH: Wants to Waive Rights to Settle Notes Amount -------------------------------------------------------------- Vishay Intertechnology Inc.'s board of directors adopted a resolution pursuant to which the company intends to waive its rights to settle the principal amount of its 3-5/8% convertible subordinated notes, upon any conversion or repurchase of the notes, in shares of Vishay common stock. Holders of the notes may convert the notes into Vishay common stock prior to the close of business on Aug. 1, 2023, subject to various conditions set forth in the indenture governing the notes. Holders of the notes also have the right to require Vishay to repurchase all or some of their notes at a purchase price equal to 100% of their principal, plus accrued and unpaid interest, on Aug. 1, 2008, Aug. 1, 2010, Aug. 1, 2013, and Aug. 1, 2018. Pursuant to the indenture governing the notes, Vishay has the right to pay the conversion value or purchase price for the notes in cash, Vishay common stock, or a combination of both. In accordance with the resolution of its board, in the future -- if notes are tendered for repurchase, Vishay will pay the repurchase price in cash, and if notes are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted notes and will issue shares in respect of the conversion value in excess of the principal amount. Vishay's liquidity has changed since entering into the indenture governing the notes in 2003. Vishay has generated at least $200 million in cash flows from operations each year since 2003. It also has adequate borrowing capacity under its revolving credit facility, if necessary, to make all principal payments on the notes in cash. Vishay will now consider the notes to be "instrument C securities" as defined by Emerging Issues Task Force Consensus Opinion No. 90-19, Convertible Bonds with Issuer Option to Settle for Cash upon Conversion. Accordingly, the notes will be included in the diluted earnings per share computation using the "treasury stock method" rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of the notes based on the average market price of Vishay common stock during the period, and include that number in the total diluted shares figure for the period. If the average market price is less than $21.28, no shares will be included in the diluted earnings per share computation. About Vishay Intertechnology Headquartered in Malvern, Pennsylvania, Vishay Intertechnology Inc. (NYSE: VSH) -- http://www.vishay.com/-- manufactures discrete semiconductors and selected ICs, and passive electronic components. Vishay's components can be found in products manufactured in a very broad range of industries worldwide. Vishay has operations in 17 countries employing over 25,000 people. * * * To date, Vishay Intertechnology Inc. carries Moody's Investors Service's B1 corporate family and probability-of-default ratings, Ba2 bank loan debt rating and B3 subordinated debt rating. The outlook remains stable. At the same time, the company carries Standard & Poor's Ratings Services' BB long-term foreign and local issuer credit ratings. The outlook is stable. WHEELS UP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Wheels Up Aviation, L.L.C. fdba V.I.M.D.G. Aviation 3747 East Grove Street Phoenix, AZ 85040 Bankruptcy Case No.: 07-03108 Type of business: The Debtor owns and operates an airline. Chapter 11 Petition Date: June 29, 2007 Court: District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Lawrence D. Hirsch, Esq. 5020 East Shea Boulevard, Suite 150 Scottsdale, AZ 85254 Tel: (602) 996-9544 Fax: (480) 505-9707 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Atlantic Aviation fuel $108,409 732 West Deer Valley Phoenix, AZ 85027 Northern Trust Visa credit card $97,582 P.O. Box 790408 Saint Louis, MO 63179-0408 Honeywell equipment $56,697 Lock Box 93078 525 West Monroe Street, 7th Floor Chicago, IL 60661 A.V. Fuel fuel $24,939 Carpenter & Associates maintenance $24,000 West Star fuel $21,234 Galvin Flying fuel $20,034 AeroAir equipment $14,942 Flight Safety training $13,000 International Powell Aircraft Title title services $11,000 Mark Kohlmyer contract pilot $3,728 Bombardier Aerospace equipment and fuel $3,358 Aircraft Technical maintenance $3,000 Publications Wesley Street contract pilot $2,700 John Lepkowski contracting pilot $2,000 Wulfsberg Electronics equipment $1,428 X.M. Satellite utility bill $1,000 Computerized Aircraft equipment $1,000 Maintenance D&D Aviation Services equipment $500 Justin Unruh contract pilot $400 WINCOPIA FARMS: Case Summary & Two Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Wincopia Farms, L.P. 10010 Gorman Road Laurel, MD 20723 Bankruptcy Case No.: 07-15899 Type of business: The Debtor is an agricultural supplier. See http://wincopiafarmsinc.com/ Chapter 11 Petition Date: June 28, 2007 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Alan Michael Noskow, Esq. Patton Boggs, L.L.P. 8484 Westpark Drive, Suite 900 McLean, VA 22102 Tel: (703) 744-8102 Fax: (703) 744-8001 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Neuberger, Quinn, Gielen, legal services $24,500 Rubin & Gibber One South Street Baltimore, MD 21202 Bowie & Jensen legal services $12,000 29 West Susquehanna Avenue Towson, MD 21204 WORKFLOW MANAGEMENT: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service changed Workflow Management, Inc.'s rating outlook to negative, while affirming existing ratings. Details of the rating action are: Ratings affirmed: -- $40 million first lien revolving credit facility, due 2010 -- Ba3, LGD 2, 27% -- $187 million first lien term loan facility, due 2011 -- Ba3, LGD 2, 27% -- $141 million second lien term loan facility, due 2011 -- B3, LGD 5, 72% -- Corporate family rating -- B2 -- Probability of Default rating -- B2 The rating outlook is changed to negative from stable. The change in rating outlook to negative largely reflects the company's recent financial performance which has fallen short of Moody's expectations. In addition the changed outlook incorporates the effects of recent reduced sales levels among Workflow's customers, soft top line performance, and slower than expected conversion of customer prospects into sales. Workflow's B2 CFR continues to reflect the company's high financial leverage, modest liquidity, relative low margins, its vulnerability to business process outsourcing spending, the intense competition faced in virtually all of its operating segments and the relatively weak asset protection coverage provided to lenders, especially to second lien lenders. In addition, the rating recognizes the risks facing Workflow in replacing business lost from one of its largest customers. Ratings are supported by Workflow's diversified product line, its long-standing customer relationships, and the relatively low capital needs of its business. Ratings could be downgraded if Workflow continues to suffer from higher than normal customer churn, if it cannot demonstrate a rebound in its top line by the end of calendar 2007, if it appears unable to reverse recent free cash flow losses or if it becomes dependent upon revolver drawings to fund its scheduled debt repayments (the amortization of which steps up significantly starting in early 2008). Ratings could also be downgraded if the company is not on track to reduce leverage below 6 times debt to EBITDA by the end of 2008 (according to Moody's standard adjustments) or if it appears to face covenant compliance pressure, which could be aggravated by a meaningful tightening of covenant levels starting in early 2008. Headquartered in New York, NY, Workflow Management, Inc. sources and distributes a full range of business print and envelope related documents and services. For the LTM period ended March 2007, the company reported sales of about $950 million. * Fitch Takes Various Ratings Actions on 13 Transactions -------------------------------------------------------- Following a portfolio review of 13 transactions in its aviation operating lease portfolio, Fitch has taken various rating actions on these transactions: -- AerCo Limited; -- Lease Investment Flight Trust These transactions remain unchanged: Aviation Capital Group Trust -- Class A-1 affirmed at 'BBB+'; -- Class A-2 affirmed at 'A-'; -- Class B-1 affirmed at 'BB+'; -- Class C-1 affirmed at 'B+'; -- Class D-1 remains at 'C /DR6'. Aviation Capital Group Trust II -- Class G-1 affirmed at 'AAA'*; -- Class G-2 affirmed at 'AAA'*; -- Class B affirmed at 'A'. * Rating based on financial guarantee insurance policy provided by MBIA Aviation Capital Group Trust III -- Class G-1 affirmed at 'AAA'*; -- Class B affirmed at 'A'; -- Class C affirmed at 'BBB'. * Rating based on financial guarantee insurance policy provided by MBIA Airplanes Pass Through Trust -- Class A-8 affirmed at 'BB'; -- Class A-9 affirmed at 'B+'; -- Class B remains at 'C/DR6'; -- Class C remains at 'C/DR6'; -- Class D remains at 'C/DR6'. Blade Engine Securitization LTD -- Class A-1 affirmed at 'A'; -- Class A-2 affirmed at 'A'; -- Class B affirmed at 'BBB'. Embarcadero Aircraft Securitization Trust -- Class A-1 remains at 'B-/DR1'; -- Class A-2 remains at 'B/DR1'; -- Class B remains at 'C/DR6'; -- Class C remains at 'C/DR6'; -- Class D remains at 'C/DR6'. Pegasus Aviation Lease Securitization -- Class A-1 remains at 'CC/DR4'; -- Class A-2 remains at 'CC/DR4'; -- Class B-1 remains at 'C/DR6'; -- Class C-1 remains at 'C/DR6'; -- Class D-1 remains at 'C/DR6'. Pegasus Aviation Lease Securitization II -- Class A-1 remains at 'B-/DR2'; -- Class A-2 remains at 'B-/DR2'; -- Class B-1 remains at 'C/DR6'; -- Class C-1 remains at 'C/DR6'; -- Class D-1 remains at 'C/DR6'. Pegasus Aviation Lease Securitization III -- Class A-1 remains at 'B/DR2'; -- Class A-2 remains at 'B/DR2'; -- Class A-3 remains at 'B/DR2'; -- Class B-1 remains at 'C/DR6'; -- Class B-2 remains at 'C/DR6'; -- Class C-1 remains at 'C/DR6'; -- Class C-2 remains at 'C/DR6'; -- Class D-1 remains at 'C/DR6'. Triton Aviation Finance -- Class A-1 affirmed at 'BB-'; -- Class A-2 affirmed at 'BB'; -- Class B-1 remains at 'C/DR6'; -- Class B-2 remains at 'C/DR6'; -- Class C-1 remains at 'C/DR6'; -- Class C-2 remains at 'C/DR6'. Willis Engine Securitization Trust -- Class A-1 affirmed at 'A'. * GE Commercial Names David Gozdecki as Managing Director --------------------------------------------------------- GE Commercial Finance Corporate Lending has appointed David Gozdecki as a managing director of the restructuring finance team, providing turnaround and restructuring finance to midsize and larger companies in the Midwest U.S. and Canada. Mr. Gozdecki has more than 20 years of financing experience with 18 years focused on restructuring. Most recently, he led the national restructuring group for LaSalle Business Credit, responsible for financing distressed companies. Prior to that role, he was senor vice president and portfolio manager for Fleet Capital Corporation, focused on restructuring, debtor-in- possession and exit financing. Earlier in his career, Gozdecki held accounting, underwriting and corporate finance positions at The Northern Trust Company, Brunswick Corporation and USG Corporation. He received a B.S. in Accounting from Indiana University, a law degree from John Marshall Law School and is a certified public accountant. Gozdecki is based in Chicago, Illinois. "David's extensive knowledge of rescue and bankruptcy related financings will complement the team as we serve the critical needs of stressed and distressed companies," said Rob McMahon, managing director of restructuring finance for GE Corporate Lending. "Borrowers and turnaround professionals appreciate GE's unique combination of restructuring know-how, industry expertise and Access GE that can actually help companies improve." About GE Corporate Lending GE Commercial Finance Corporate Lending -- http://www.gelending.com/clnews/-- is one of North America's largest providers of asset-based, cash flow, structured finance and other financial solutions for mid-size and large companies. From over 30 offices throughout the U.S. and Canada, Corporate Lending specializes in serving the unique needs of borrowers seeking $20 million to $2 billion and more for working capital, growth, acquisitions, project finance and turnarounds. About GE Commercial Finance Based in Norwalk, Connecticut, GE Commercial Finance (NYSE: GE) -- http://www.ge.com/-- offers businesses around the globe an array of financial products and services. GE serves customers in more than 100 countries and employs more than 300,000 people worldwide. * Lord Bissell & Brook Elects 13 New Partners to Four Offices ------------------------------------------------------------- The law firm of Lord, Bissell & Brook LLP has elected 13 new partners in four of the firm's seven offices. 1) Atlanta Reagan C. Brown, Esq. concentrates her practice on corporate and transactional matters, including the negotiation and preparation of corporate and commercial agreements, with an emphasis on reinsurance, premium financing and life settlement. 2) Chicago Barrett A. Breitung, Esq. concentrates his practice on all aspects of reinsurance and insurance coverage and litigation, with an emphasis on reinsurance arbitration practice. Sarah H. Dearing, Esq. concentrates her practice on the representation of insurance and reinsurance companies in complex litigation matters with an emphasis on insurance coverage and bad faith litigation. Brian I. Hays, Esq. concentrates his practice in the areas of class action defense, unfair competition, consumer fraud, intellectual property, and general commercial litigation on behalf of insurance companies, financial institutions and national companies. Patrick M. Jones, Esq. focuses his practice in corporate bankruptcies and insolvency-related litigation. The Supreme Court of Delaware recently cited his article regarding corporate fiduciary duties in the zone of insolvency. Kimberly V. Loies, Esq. concentrates her practice in securities and general corporate, including securities offerings, SEC regulatory compliance, investment management and corporate governance. Aaron C. Smith, Esq. concentrates his practice in the areas of chapter 11 reorganizations and liquidations, corporate restructuring and insolvency matters, creditors' rights and commercial litigation. Mona M. Stone, Esq. focuses her practice on complex commercial and business litigation, corporate counseling, and employment disputes, representing both public and private entities throughout the country at arbitrations, mediations and trial. Travis B. Wolfinger, Esq. concentrates his practice on complex commercial litigation with a focus on antitrust and reinsurance matters, and has represented insurance companies, financial institutions, generic drug manufacturers and private individuals in state and federal courts across the country. Julie L. Young, Esq. concentrates her practice on complex commercial and business litigation, representing national corporations, insurance and reinsurance companies and other clients in state and federal courts and in arbitration proceedings throughout the country. 3) Los Angeles Erik L. Jackson, Esq. focuses his practice on complex commercial and business litigation, involving contractual disputes, business and health care fraud, real estate, insurance coverage, intellectual property, unfair competition and business torts. Beverly Y. Lu, Esq. focuses her practice on complex commercial and business litigation, including contract disputes, real estate litigation, business torts, insurance and bankruptcy. 4) New York Joseph N. Froehlich, Esq. concentrates his practice on complex commercial litigation and arbitration, representing insurance and reinsurance companies, financial and educational institutions. About Lord Bissell & Brook Lord, Bissell & Brook -- http://www.lordbissell.com/-- is a full service law firm serving national and international clients from offices in Atlanta, Chicago, London, Los Angeles, New York, Sacramento, and Washington, D.C. * Reed Smith Adds Three Attorneys to Los Angeles Practice --------------------------------------------------------- Reed Smith LLP has added three attorneys to bolster its corporate capabilities in Southern California. Marsha A. Houston, Esq., Warren Jacob, Esq., and Nicole H. Kolhoff, Esq. will be resident in the firm's Los Angeles office, effective immediately. Ms. Houston comes to Reed Smith from the Los Angeles office of Katten Muchin Rosenman, where she was a partner and head of that firm's Los Angeles bankruptcy practice. She will be a partner in Reed Smith's firmwide Commercial Restructuring & Bankruptcy Group. "Reed Smith provides a tremendous opportunity for me to expand my practice. It has a large and well known restructuring and insolvency group with strong international capabilities," said Ms. Houston. "With its representation of almost every major bank, it is a great complement to my practice and I look forward to adding my skills to their team approach." Both Mr. Jacob and Ms. Kolhoff formerly practiced in the Los Angeles office of O'Melveny & Myers. Mr. Jacobs will be counsel in the Real Estate Practice Group, and Ms. Kolhoff, an associate in the Financial Services Practice. "Marsha, Warren and Nicole significantly enhance our corporate and finance practice in Southern California," said John Iino, firmwide head of Reed Smith's Corporate & Securities Practice. "The addition of partners Susan Alker from O'Melveny, Ken Ikari from Irell & Manell, and Ramsey Hanna from Alschuler in Los Angeles in April jump started this growth spurt. The arrival of Warren and Nicole reunites a strong team from O'Melveny and broadens Reed Smith's finance and real estate related capabilities. Ms. Houston's practice focuses on insolvency, creditors' rights and commercial finance. After earning her J.D. from University of Texas School of Law in 1987, she served as a clerk for the Honorable Lisa Hill Fenning, U.S. Bankruptcy Judge for the Central District of California. From 1988 until 1991, she worked at McKenna Conner & Cuneo, and later at Brobeck Phleger & Harrison from 1991 until 1993. She joined Katten as an associate in 1993 and became a partner in 1995. Mr. Jacob is a 1983 graduate and Ms. Kolhoff is a 2001 graduate both of University of Southern California Law School. "With these three additions to the West Coast corporate and financial services practice we are better positioned to provide a depth of experience to our global corporate clients with operations in Southern California," said Peter Kennedy, Reed Smith's Los Angeles Office Managing Partner. "Marsha will provide additional financial insight in Los Angeles and she is a great fit for the growing international scope of the corporate and restructuring group which will help us expand our firmwide representation of troubled companies, lenders, and creditors committees." About Reed Smith Reed Smith -- http://www.reedsmith.com/-- is one of the 15 largest law firms in the world, with more than 1,500 lawyers in 21 offices throughout the United States, Europe and the Middle East. Founded in 1877, the firm represents leading international businesses from Fortune 100 corporations to mid-market and emerging enterprises. Its attorneys provide litigation services in multi-jurisdictional matters and other high stake disputes, deliver regulatory counsel, and execute the full range of strategic domestic and cross-border transactions. Reed Smith is a preeminent advisor to industries including financial services, life sciences, health care, advertising and media, shipping, international trade and commodities, real estate, manufacturing and education. * Eric Prezant Joins Bryan Cave's Bankruptcy & Restructuring Group ------------------------------------------------------------------ Eric S. Prezant has joined the international law firm Bryan Cave LLP as a partner in its Chicago office. Mr. Prezant concentrates his practice on corporate reorganizations, creditors' rights, bankruptcy and insolvency law. Mr. Prezant has extensive experience representing secured creditors and large financial institutions on matters involving bankruptcies, distress situations and workouts. He has substantial experience in bankruptcy and creditors' rights, bankruptcy litigation, corporate reorganization, health care finance and secured lending. Mr. Prezant's experience also includes representing clients in purchasing and selling assets of distressed companies. He has represented a wide range of clients, including secured lenders, trustees, debtors, creditors committees and unsecured creditors in the healthcare, aircraft and manufacturing industries. "Eric is a very important addition to the Chicago office," Jeffrey W. Morof, managing partner of the office, said. "As the Chicago office has grown from eight lawyers in 2004 to 47 lawyers, both the office and the firm's Bankruptcy, Restructuring and Creditors' Right Group have seen the need for an experienced bankruptcy lawyer in Chicago. Eric is well known to the firm's attorneys, and we are very pleased that Eric has agreed to join us and lead and continue to build the Chicago office's bankruptcy and restructuring practice." Mr. Prezant has lectured and published on a variety of bankruptcy- related topics and is a member of the American Bankruptcy Institute. He was recognized by The Deal as one of the Top Bankruptcy Lawyers in the United States in 2007. Mr. Prezant received his J.D., cum laude, in 1997 from John Marshall Law School, his MBA in 1995 from Dominican University and his B.S. in 1992 from Florida State University. Bryan Cave LLP - http://www.bryancave.com/-- has a diversified international legal practice. The firm represents a wide variety of business, financial, institutional and individual clients, including publicly held multinational corporations, large and mid- sized privately held companies, partnerships and emerging companies. Aided by extensive investments in technology, Bryan Cave's more than 800 lawyers in 15 offices across the United States, United Kingdom, Continental Europe, the Middle East, and Asia efficiently serve clients' needs in the world's leading business and financial markets. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- July 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION SummerFest Milwaukee's Lake Front, Milwaukee, Wisconsin Contact: 815-469-2935 or http://www.turnaround.org/ July 5, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA-SA Exco Meeting Deloitte Place, Sandton, South Africa Contact: http://www.turnaround.org/ July 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Bankruptcy Judges Panel University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ July 12, 2007 TURNAROUND MANAGEMENT ASSOCIATION Young Professionals Billiards Night TBD, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ July 12-15, 2007 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Marriott, Newport, Rhode Island Contact: 1-703-739-0800; http://www.abiworld.org/ July 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ July 17, 2007 BEARD AUDIO CONFERENCES China's New Enterprise Bankruptcy Law Contact: 240-629-3300; http://www.beardaudioconferences.com/ July 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast & TMA Executive Board Meeting Cornell Club, New York, New York Contact: 646-932-5532 or http://www.turnaround.org/ July 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Florida / Secured Lenders Marlins Baseball Game Dolphin Stadium, Florida Contact: 561-882-1331 or http://www.turnaround.org/ July 18, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ July 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Mystic Blue Boat Cruise Navy Pier, Chicago, Illinois Contact: 815-469-2935 or http://www.turnaround.org/ July 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION 5th Annual Night of Excellence Petersen Automotive Museum, Los Angeles, California Contact: 310-458-2081 or http://www.turnaround.org/ July 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Mystic Blue Boat Cruise Navy Pier, Chicago, Illinois Contact: 815-469-2935 or http://www.turnaround.org/ July 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Young Professionals Networking Event Location TBA, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ July 23, 2007 TURNAROUND MANAGEMENT ASSOCIATION Charity Networking Event Loews Hotel, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ July 23, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Event Fundraiser Loews Hotel, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ July 23-24, 2007 FINANCIAL RESEARCH ASSOCIATES Financial Restructuring 101 & 102 The Flatotel, New York, New York Contact: http://www.frallc.com/ July 25, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Brown Bag Lunch Reid & Riege, New Haven, Connecticut Contact: http://www.iwirc.org/ July 25-28, 2007 AMERICAN BANKRUPTCY INSTITUTE 12th Annual Southeast Bankruptcy Workshop The Sanctuary, Kiawah Island, South Carolina Contact: http://www.abiworld.org/ July 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting TBA, Arizona Contact: http://www.turnaround.org/ July 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Golf Social Event Crystal Lake Golf Club, Lakeville, Minnesota Contact: 612-708-0258 or http://www.turnaround.org/ July 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Colorado Chapter Annual Golf Tournament Kings Deer Golf Club, Monument, Colorado Contact: 303-847-5026 or http://www.turnaround.org/ July 28, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lake Tahoe Cruise: Getting to Know Your Nevada Associations Zephyr Cove, Lake Tahoe, Nevada Contact: 702-952-2480 or http://www.turnaround.org/ July 31, 2007 BEARD AUDIO CONFERENCES Non-Traditional Lenders and the Impact of Loan-to-Own Strategies on the Restructuring Process Contact: 240-629-3300; http://www.beardaudioconferences.com/ July 31, 2007 TURNAROUND MANAGEMENT ASSOCIATION Enterprise Florida: Improving Florida's Business Climate and Helping Florida Companies Market Overseas Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Aug. 2, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA-SA Board Meeting Deloitte Place, Sandton, South Africa Contact: http://www.turnaround.org/ Aug. 3, 2007 TURNAROUND MANAGEMENT ASSOCIATION Women's Spa Event Short Hills Hilton, Livingston, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Aug. 9, 2007 BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Contact: 240-629-3300; http://www.beardaudioconferences.com/ Aug. 9-11, 2007 AMERICAN BANKRUPTCY INSTITUTE 3rd Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 9, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Brown Bag Lunch Blum Shapiro & Co., West Hartford, Connecticut Contact: http://www.iwirc.org/ Aug. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Olympics Sportsman's Lunch Sofitel, Brisbane, Queensland, Australia Contact: 1300 303 863 or http://www.turnaround.org/ Aug. 10, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ Aug. 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Colorado Chapter Annual Brew Pub & Pool Social Wynkoop Brewing Company, Denver, Colorado Contact: 303-847-5026 or http://www.turnaround.org/ Aug. 16, 2007 TURNAROUND MANAGEMENT ASSOCIATION Young Professionals Networking Event TBA, Philadelphia, Pennsylvania Contact: 215-657-5551 or http://www.turnaround.org/ Aug. 17, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Fishing Trip Point Pleasant, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Aug. 23-26, 2007 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Drake Hotel, Chicago, Illinois Contact: http://www.nabt.com/ Aug. 24, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Fishing Trip Point Pleasant, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Aug. 28, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Healthcare Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ Aug. 29-30, 2007 TURNAROUND MANAGEMENT ASSOCIATION 3rd Annual Northeast Regional Conference Gideon Putnam Resort and Spa, Saratoga Springs, New York Contact: http://www.turnaround.org/ Sept. 6, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Sept. 6-7, 2007 TURNAROUND MANAGEMENT ASSOCIATION Complex Financial Restructuring Program Four Seasons, Las Vegas, Nevada Contact: http://www.turnaround.org/ Sept. 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Southwest Bankruptcy Conference Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Annual Networking at the Yards Oriole Park at Camden Yards, Baltimore, Maryland Contact: 215-657-5551 or http://www.turnaround.org/ Sept. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Body of Knowledge - CTP Review Class Chicago, Illinois Contact: http://www.turnaround.org/ Sept. 18, 2007 TURNAROUND MANAGEMENT ASSOCIATION 14th Annual Connecticut Children's Medical Center Fundraiser Golf Outing Woodbridge Country Club, Woodbridge, Connecticut Contact: 203-265-2048 or http://www.turnaround.org/ Sept. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION Buying and Selling Troubled Companies Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org/ Sept. 20, 2007 TURNAROUND MANAGEMENT ASSOCIATION Lean Transformation at Current and Other Case Studies Denver Athletic Club, Denver, Colorado Contact: http://www.turnaround.org/ Sept. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Retail Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Sept. 26, 2007 TURNAROUND MANAGEMENT ASSOCIATION Joint Educational & Networking Reception TBD, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Sept. 26-27, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Florida Annual Golf Tournament Tampa, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Sept. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting TBA, Arizona Contact: http://www.turnaround.org/ Sept. 27-30, 2007 TURNAROUND MANAGEMENT ASSOCIATION 8th Annual Cross Border Business Restructuring & Turnaround Conference Contact: http://www.turnaround.org/ Oct. 2, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Bridgewater, New Jersey Contact: 908-575-7333 or http://www.turnaround.org/ Oct. 4, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Oct. 5, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI/GULC "Views from the Bench" Georgetown University Law Center Washington, District of Columbia Oct. 9-10, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC Annual Fall Conference Orlando, Florida Contact: http://www.iwirc.org/ Oct. 10-13, 2007 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES 81st Annual National Conference of Bankruptcy Judges Contact: http://www.ncbj.org/ Oct. 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Oct. 11, 2007 TURNAROUND MANAGEMENT ASSOCIATION Winn Dixie Bankruptcy University Club, Jacksonville, Florida Contact: 561-882-1331 or http://www.turnaround.org/ Oct. 12, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Presentation by George F. Will: The Political Argument Today Orlando, Florida Contact: www.ardent-services.com Oct. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE ABI Educational Program at NCBJ Orlando World Marriott, Orlando, Florida Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 16-19, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Copley Place Boston, Massachussets Contact: 312-578-6900; http://www.turnaround.org/ Oct. 23, 2007 BEARD AUDIO CONFERENCES Partnerships in Bankruptcy Contact: 240-629- 3300; http://www.beardaudioconferences.com/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION Capital Markets Case Study Seattle, Washington Contact: http://www.turnaround.org/ Oct. 25, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Oct. 26, 2007 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Hotel Adlon Kempinski, Berlin, Germany Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon Centre Club, Tampa, Florida Contact: 561-882-1331; http://www.turnaround.org/ Oct. 30, 2007 TURNAROUND MANAGEMENT ASSOCIATION Crisis Communications With Employees, Vendors and Media Centre Club, Tampa, Florida Contact: http://www.turnaround.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Nov. 1, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Breakfast TBD, Hackensack, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 12, 2007 AMERICAN BANKRUPTCY INSTITUTE Consumer Bankruptcy Conference Marriott, Troy, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Mixer McCormick & Schmick's, Las Vegas, Nevada Contact: 702-952-2480 or http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Aloha Airlines Story Bankers Club, Miami, Florida Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Australia 4th Annual Conference and Gala Dinner Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 14, 2007 TURNAROUND MANAGEMENT ASSOCIATION Dinner TBA, South Florida Contact: 561-882-1331 or http://www.turnaround.org/ Nov. 15, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Portland Holiday Party University Club, Portland, Oregon Contact: 206-223-5495; http://www.turnaround.org/ Nov. 22, 2007 TURNAROUND MANAGEMENT ASSOCIATION Networking Mixer TBA, Vancouver, British Columbia Contact: 206-223-5495; http://www.turnaround.org/ Nov. 27, 2007 TURNAROUND MANAGEMENT ASSOCIATION Luncheon - Real Estate Panel Citrus Club, Orlando, Florida Contact: http://www.turnaround.org/ Nov. 29, 2007 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION Holiday Gala Yale Club, New York, New York Contact: http://www.iwirc.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker TBD, New Jersey Contact: 908-575-7333; http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION Special Speaker Hilton, Sydney, Australia Contact: http://www.turnaround.org/ Nov. 29, 2007 TURNAROUND MANAGEMENT ASSOCIATION TMA Arizona Chapter Meeting Contact: http://www.turnaround.org/ Dec. 6, 2007 TURNAROUND MANAGEMENT ASSOCIATION Seattle Holiday Party Athletic Club, Seattle, Washington Contact: 206-223-5495; http://www.turnaround.org/ Dec. 6-8, 2007 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin Mission Hills Resort, Rancho Mirage, California Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 13, 2007 TURNAROUND MANAGEMENT ASSOCIATION Holiday Extravaganza - TMA & CFA Georgia Aquarium, Atlanta, Georgia Contact: 678-795-8103 or http://www.turnaround.org/ Dec. 19, 2007 TURNAROUND MANAGEMENT ASSOCIATION South Florida Dinner TBA, South Florida Contact: 561-882-1331; http://www.turnaround.org/ Jan. 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Luncheon University Club, Jacksonville, Florida Feb. 7, 2008 TURNAROUND MANAGEMENT ASSOCIATION Breakfast Event Carnelian Room, San Francisco, California Contact: 510-346-6000 ext 226 or http://www.turnaround.org/ Mar. 25-29, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Ritz Carlton Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Apr. 3-6, 2008 AMERICAN BANKRUPTCY INSTITUTE 26th Annual Spring Meeting The Renaissance, Washington, District of Columbia Contact: http://www.abiworld.org/ Apr. 25-27, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Spring Seminar Eldorado Hotel & Spa, Santa Fe, New Mexico Contact: http://www.nabt.com/ May 1-2, 2008 AMERICAN BANKRUPTCY INSTITUTE Debt Symposium Hilton Garden Inn, Champagne/Urbana, Illinois Contact: 1-703-739-0800; http://www.abiworld.org/ June 4-7, 2008 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 24th Annual Bankruptcy & Restructuring Conference J.W. Marriott Spa and Resort, Las Vegas, Nevada Contact: http://www.airacira.org/ June 12-14, 2008 AMERICAN BANKRUPTCY INSTITUTE 15th Annual Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: http://www.abiworld.org/ July 10-13, 2008 TURNAROUND MANAGEMENT ASSOCIATION 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.turnaround.org/ July 31 - Aug. 2, 2008 AMERICAN BANKRUPTCY INSTITUTE 4th Annual Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay Cambridge, Maryland Contact: http://www.abiworld.org/ Aug. 16-19, 2008 AMERICAN BANKRUPTCY INSTITUTE 13th Annual Southeast Bankruptcy Workshop Ritz-Carlton, Amelia Island, Florida Contact: http://www.abiworld.org/ Aug. 20-24, 2008 NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES NABT Convention Captain Cook, Anchorage, Alaska Contact: http://www.nabt.com/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Scottsdale, Arizona Contact: http://www.ncbj.org/ Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2008 AMERICAN BANKRUPTCY INSTITUTE 20th Annual Winter Leadership Conference Westin La Paloma Resort & Spa Tucson, Arizona Contact: http://www.abiworld.org/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ BEARD AUDIO CONFERENCES 2006 BACPA Library Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com; http://researcharchives.com/t/s?20fa BEARD AUDIO CONFERENCES BAPCPA One Year On: Lessons Learned and Outlook Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Calpine's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changes to Cross-Border Insolvencies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Changing Roles & Responsibilities of Creditors' Committees Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Clash of the Titans -- Bankruptcy vs. IP Rights Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Coming Changes in Small Business Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Dana's Chapter 11 Filing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Deepening Insolvency - Widening Controversy: Current Risks, Latest Decisions Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Diagnosing Problems in Troubled Companies Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Claims Trading Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Market Opportunities Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Distressed Real Estate under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Employee Benefits and Executive Compensation under the New Code Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Equitable Subordination and Recharacterization Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Fundamentals of Corporate Bankruptcy and Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Handling Complex Chapter 11 Restructuring Issues Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Healthcare Bankruptcy Reforms Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES High-Yield Opportunities in Distressed Investing Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Homestead Exemptions under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Hospitals in Crisis: The Insolvency Crisis Plaguing Hospitals Across the U.S. Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES IP Rights In Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES KERPs and Bonuses under BAPCPA Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Partnerships in Bankruptcy: Unwinding The Deal Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Privacy Rights, Protections & Pitfalls in Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Real Estate Bankruptcy Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Reverse Mergers-the New IPO? Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Second Lien Financings and Intercreditor Agreements Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Surviving the Digital Deluge: Best Practices in E-Discovery and Records Management for Bankruptcy Practitioners and Litigators Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Technology as a Competitive Advantage For Today's Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Twenty-Day Claims Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES Validating Distressed Security Portfolios: Year-End Price Validation and Risk Assessment Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES When Tenants File -- A Landlord's BAPCPA Survival Guide Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 ***