/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/080709.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 9, 2008, Vol. 12, No. 162 Headlines 228-32 REALTY: Case Summary & 11 Largest Unsecured Creditors ANF DEER CREEK: Completes $19MM Sale of Apartments to Siegel Group ARROW ELECTRONICS: Completes Buyout of Achieva Distribution Biz ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures ASARCO LLC: Wants AR Sacaton & Salero Cases Dismissed ASARCO LLC: Has Until August 1 to File Plan of Reorganization AVANTAIR INC: Inks Membership Interest Purchase Agreement with EAS AVIARY DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors BANK UNITED: Moody's Cuts Ratings of Five Tranches Issued BDB MANAGEMENT: R. Todd Nelson Appointed as Chapter 11 Trustee BDB MANAGEMENT: Brandenburgs Want Case Converted to Chapter 7 BLAST ENERGY: Receives $500K Cash Settlement Advance from Hallwood BOMBAY CO: Judge Lynn Approves Amended Disclosure Statement CANADIAN SAILING: Files Protection Under Canada's CCAA CELLU TISSUE: S&P's 'B' Rating Unmoved by Atlantic Paper Deal CHIEF DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors COBALT CMBS: Fitch Places Low-B Rated Certs. Under Negative Watch COMM 2006-C8: Fitch Puts $9.4MM Certs. B+ Rating Under Neg. Watch COUNTRYWIDE FINANCIAL: Workers Worried About Severance Pay C&S FINANCE: Wants to Employ Winderweedle Haines as Counsel C&S FINANCE: Files Schedules of Assets and Liabilities DAVANTI INVESTMENTS: Case Summary & Three Unsecured Creditors DELPHI CORP: Reaches Deal with U.S. Labor Dept. on ERISA Claim DELTA AIR: District Judge Articulates Injunction in Mesa Suit DELTA AIR: To Pull Out of Bakersfield, California by September 1 EARTH BIOFUELS: Completes Share Exchange Deal with PNG Ventures ENERGY EXPLORATION: Posts $346,846 Net Income in 2007 ENERGY SPINAL: Case Summary & 12 Largest Unsecured Creditors ENVIRONKARE TECH: Venture with LRM Gets $1MM SunTrust Financing ESMARK INC: Buyer Severstal Purchases Another U.S. Steel Producer EXIDE TECHNOLOGIES: Moody's Hikes Corporate Family Rating to B3 FAYE ESTATES: Case Summary & Four Largest Unsecured Creditors FREMONT GENERAL: Files Schedules of Assets and Liabilities FUTURE MEDIA: Bankruptcy Court Erred in Default Interest Ruling GENERAL MOTORS: Denies Rumors on Further Brands Sale to Cut Costs GS MORTGAGE: S&P Puts 'BB' Rating Under Neg. Watch on J Certs. HARBORVIEW MORTGAGE: S&P Junks Ratings on Three Classes of Certs. HEALTHSOUTH CORP: Acquires Rehabilitation Unit at Columbia Medical HEXION SPECIALTY: Balks at Huntsman's Merger Termination Extension HSN INC: S&P Assigns 'BB' Corp. Credit Rating with Stable Outlook HUNTSMAN CORP: Hexion Balks at Oct. 2 Extension Under Merger Pact H&W MOTORS: Owner to Serve 10 Years in Prison for Bankruptcy Fraud INDYMAC BANCORP: Says Bank Experiencing Abnormal Withdrawals INDYMAC BANCORP: Sells Retail Mortgage Units to Prospect Mortgage INDYMAC BANCORP: Fitch Junks Ratings on Weakening Capital Position INTERVAL ACQUISITION: Moody's Places Ba3 Corporate Family Rating INTERVAL LEISURE: S&P Assigns 'BB' Credit Rating; Outlook Stable JAMES RICE: Case Summary & 20 Largest Unsecured Creditors JEFFERSON COUNTY: Goldman to Replace Merrill Lynch in Debt Talks JOHN CULP: Case Summary & 20 Largest Unsecured Creditors JOHN FILIGHERA: Case Summary & Nine Largest Unsecured Creditors JOHN PAUL SMITH: Case Summary & 35 Largest Unsecured Creditors JOSE PEREZ: Case Summary & 20 Largest Unsecured Creditors JOURNAL SENTINEL: Restructuring Cuts 130 Positions in Advertising JUST GOLFING: Case Summary & Eight Largest Unsecured Creditors LAKE MATHEWS: Section 341(a) Meeting Scheduled for July 28 LAKE MATHEWS: Taps Best Best & Krieger as Bankruptcy Counsel LEVCOR INT'L: Mulls Reverse Stock Split to Cut Stockholders to 300 LILI RUBIN: Voluntary Chapter 11 Case Summary LONGBRANCH SALOON: Closes Down, Court Names Case Trustee MARTIN WOODROW: Case Summary & 20 Largest Unsecured Creditors MDWERKS INC: Solon Kandel Resigns as President and Board Director MELISSA GOETT: Voluntary Chapter 11 Case Summary MICHAEL VICK: Files Chapter 11 Voluntary Case Summary MISSOURI SOUTHERN: Can't Go Bankrupt, President Declares MOUNT SKYLIGHT: Moody's Cuts Ratings on Five Classes of Notes NATIONAL DRY CLEANERS: Case Summary & 30 Largest Unsec. Creditors NORTH OAKLAND MEDICAL: Files Ch. 7 Petition, Runs as For-Profit NORTHPOINT VILLAGE: May Employ Gerald Decker as Bankruptcy Counsel PACIFIC LUMBER: BoNY Opposes Technical Changes to Marathon Plan PACIFIC LUMBER: Scopac Submits Provisional Plan to Sell Assets PAPPAS TELECASTING: Gets Initial OK to Use Fortress' $1.5MM Loan PINE TREE IV: Moody's Cuts Rating on Floating Rate Notes to Ba2 PRUDENTIAL AMERICANA: Plan Hearing to Continue to July 10 QUIKSILVER INC: S&P Retains Negative Watch on Weak 1Q Results REBECCA MATTHEWS: Voluntary Chapter 11 Case Summary RICHARD COLOSIMO: Voluntary Chapter 11 Case Summary ROBERT BREECE: Voluntary Chapter 11 Case Summary ROPER INDUSTRIES: Moody's Rates New Unsecured Credit Facility Baa3 SCOTTS MIRACLE-GRO: DOJ Investigation Won't Affect S&P's Ratings SENTINEL MANAGEMENT: BoNY Insists on Dismissal of $550 Mil. Suit SHAWN SOHRABIAN: Case Summary & 20 Largest Unsecured Creditors SHERRILL HUNEYCUTT: Case Summary & 6 Largest Unsecured Creditors SOLUTIA INC: Engages HSBC to Assess Future of Nylon Business SOLUTIA INC: Signs $182 Million Deal with Chinese Companies SOLUTIA INC: Registers $600 Million Stock and Debt Securities SOLUTIA INC: Sells Town & Country Property for $42.7 Million SONOMA ENERGY: Case Summary & 20 Largest Unsecured Creditors SOUTHPOINTE EXPANSION: Wants to Hire Quilling Selander as Counsel SOUTHPOINTE EXPANSION: Files List of Largest Unsecured Creditors SOUTHPOINTE EXPANSION: Files Schedules of Assets and Liabilities SOUTHWEST CHARTER: Section 341(a) Meeting Set for July 15 SOUTHWEST CHARTER: Can Employ Collins May as General Counsel SPECIALTY PROPERTY: Case Summary & 20 Largest Unsecured Creditors STEINWAY MUSICAL: S&P Lifts 7% Notes Rating to B+ from B STEVE & BARRY'S: To File Chapter 11 Bankruptcy Protection Today STEVE & BARRY'S: Retail Industry Experts Explain Company Downfall STRUCTURED ASSET: S&P Puts Default Ratings on Three Classes SYNTAX-BRILLIAN: Files for Bankruptcy, Selling Vivitar for $60MM SYNTAX-BRILLIAN: Case Summary & 40 Largest Unsecured Creditors THATCHER LAMASTUS: Case Summary & Six Largest Unsecured Creditors TIERS TRUST: Moody's Junks Rating of Floating Rate Certs. to Caa1 TIERS FLORIDA: Moody's Cuts Rating of Floating Rate Certs. to Ba3 TIERS GEORGIA: Moody's Cuts Rating of Floating Rate Certs. to B1 TORRENT ENERGY: Files Chapter 11 Plan of Reorganization TRIBUNE CO: Chicago Tribune to Cut Newsroom Jobs, Reduce Pages TRIBUNE CO: Inks $300MM Receivables Loan Agreement with Barclays TRIBUNE CO: Explores Options for Tower and Times Mirror Square TRIBUNE CO: Sells Stake in ShopLocal to Gannett for $22,000,000 UTSTARCOM INC: Completes $240MM PCD Sale to AIG Vantage Affiliate VISTEON CORP: Completes Sale of Swansea, UK Biz to Linamar Corp. WATERFRONT INVESTMENTS: Case Summary & 20 Unsecured Creditors WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal WEST GALENA: Wants to Employ Honigman Miller as Bankruptcy Counsel WEST GALENA: May Employ Davis Graham as Special Counsel WEST GALENA: May Employ O'Keefe & Associates as Financial Advisors WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal * S&P Says RMBS 2006 Loss Severity Assumptions Can Bear 10% Fall * SEC Find Shortcomings in Credit Rating Agencies' Practices * Cecil Schenker Leaves Akin Gump, Joins Cox Smith-Dallas Unit * Marlon Baugh Provides Bankruptcy Mortgage Secrets * Upcoming Meetings, Conferences and Seminars ********* 228-32 REALTY: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 228-32 West 42nd Street Realty 1557 Westwood Blvd. Los Angeles, CA 90024 Bankruptcy Case No.: 08-19998 Chapter 11 Petition Date: July 7, 2008 Court: Central District of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Eric Peterson, Esq. Email: epeterson@rutterhobbs.com Rutter Hobbs & Davidoff, Inc. 1901 Ave of the Stars, Ste. 1700 Los Angeles, CA 90067 Tel: (310) 286-1700 Fax: (310) 286-1728 http://rutterhobbs.com/ Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A copy of 228-32 West 42nd Street Realty's petition is available for free at: http://bankrupt.com/misc/cacb08-19998.pdf ANF DEER CREEK: Completes $19MM Sale of Apartments to Siegel Group ------------------------------------------------------------------ The Siegel Group Nevada Inc. completed the acquisition of the Deer Creek Apartments; a 330 unit apartment complex situated on approximately 6.68 acres of land adjacent to the corner of Flamingo and Swenson in Las Vegas, Nevada, for a purchase price of $19.10 million. The Siegel Group had negotiated the purchase of Deer Creek back in late 2007 with the prior owner of the property, Atherton Newport Investments, which acquired the property in February of 2006 with the intention of demolishing and constructing a condominium development for which it submitted for the required entitlements. In early 2008 the property was put into bankruptcy and assigned to a Trustee by the Bankruptcy Court with whom The Siegel Group and Great American Capital continued negotiations with. SASCO Properties, an affiliate of the Siegel Group, will assume operational control and immediately begin to correct the numerous deficiencies that the previous owner and property management company failed to address which resulted in high vacancy rates and numerous tenant delinquencies that are months in arrears. The property will be re-tenanted followed by a substantial renovation to correct years of deferred maintenance and cosmetic issues and renamed Siegel Suites Swenson and operate under the Siegel Suites brand which provides quality residential accommodations throughout Nevada. Additionally, The Siegel Group plans to construct additional apartment units with a retail component or a flagged business hotel on excess land located on the southeast corner of the property. "I am happy to announce that this newest acquisition marks our 16th Siegel Suites location in Nevada," Stephen Siegel, president and chief executive officer of The Siegel Group, said. "We have worked diligently over the last 9 months with the prior seller, bankruptcy court and trustee to finalize this transaction. As a result of our proven business model and track record in the Las Vegas market we are able to acquire properties at a substantial discount and secure competitive financing despite the increasingly tough credit market and are excited to have acquired a property in such an excellent location." "Deer Creek is just blocks from such well-known landmarks as UNLV, the Las Vegas Convention Center, McCarran International Airport and the Las Vegas Strip and is situated directly across the street from the Vegas Grand; a luxury condominium development that is nearing completion and a perfect example of the tremendous redevelopment that is occurring in the area," Mr. Siegel continued. About The Siegel Group Nevada Inc./SASCO Properties The Siegel Group -- http://www.siegelcompanies.com/-- is a commercial real estate & business development company with offices located in Las Vegas, Nevada and Studio City, California, is a real estate investment and development company founded by Stephen Siegel with expertise in acquisitions, financing and development. The company's real estate division manages the firms' acquisition, disposition, and development of commercial real estate; a portfolio comprised of multi-residential apartment complexes, commercial shopping centers, office buildings, and hotel-casinos. SASCO Properties, the property management division of The Siegel Group Nevada Inc., oversees the operation, leasing, maintenance, renovation, and reposition of the company's commercial portfolio. This arrangement allows operations to be streamlined, ensuring that the full potential of each asset is maximized. About Great American Capital About ANF Deer Creek LLC Based in Lake Forest, California, ANF Deer Creek LLC owns and develops real estate. The developer filed for Chapter 11 protection on Mar. 5, 2008 (Bankr. C.D. Calif. Case No. 08-11068). Leonard M. Shulman, Esq. at Shulman, Hodges & Bastian LLP represents the Debtor in its restructuring efforts. The Debtor's schedules reflected total assets of $21,159,060 and total liabilities of $21,159,080. As reported in the Troubled Company Reporter on April 10, 2008, The Honorable Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California denied ANF Deer Creek LLC's request to obtain cash collateral, and concurrently converted the Debtor's bankruptcy case to a Chapter 7 liquidation proceeding. ARROW ELECTRONICS: Completes Buyout of Achieva Distribution Biz --------------------------------------------------------------- Arrow Electronics Inc. completed its acquisition of the components distribution business from parent company Achieva Ltd., a value- added electronic components distributor in Asia Pacific. As reported in the Troubled Company Reporter on March 10, 2008, Arrow Electronics signed a definitive agreement pursuant to which Arrow will purchase the components distribution business from parent company Achieva Ltd. The transaction was subject to approval by the shareholders of Achieva Ltd. Arrow anticipated the transaction will be immediately accretive to earnings in the first twelve months by $.01 to $.03 per share and will meet the company's acquisition objectives for return on invested capital. "With this acquisition, we have gained a highly experienced management team and strengthened our position in the ASEAN or Association of Southeast Asian Nations and greater China regions," William E. Mitchell, chairman and chief executive officer of Arrow Electronics Inc., said. "The company's technical focus will enhance our existing demand creation abilities and position Arrow for continued profitable, above-market growth in the Asia Pacific region." About Achieva Ltd. Achieva Ltd. is focused on creating value for its partners through technical support and demand creation activities. The company's product range covers semiconductor components as application specific integrated circuits, programmable logic devices, digital signal processing chips and microchip-controller units. With over 200 employees, the company has a presence in eight countries: Singapore, Taiwan, China, India, Malaysia, Philippines, Thailand, and Korea, and primarily serves small and medium sized customers in the data communications, telecommunications, lighting, industrial and digital consumer end markets. About Arrow Electronics Headquartered in Melville, New York, Arrow Electronics Inc. -- http://www.arrow.com/-- provides products, services and solutions to industrial and commercial users of electronic components and computer products. Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories. The company operates in France, Spain, Portugal, Denmark, Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden, Italy, Germany, Austria, Switzerland, Belgium, the Netherlands, United Kingdom, Argentina, Brazil, Mexico, Australia, China, Hong Kong, Korea, Philippines and Singapore. * * * Arrow Electronics senior subordinated stock continues to carry Moody's Investors Service's Ba1 rating. The company's senior preferred stock is rated at Ba2. ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures --------------------------------------------------------------- The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas approved, on a final basis, the bidding procedures governing the auction of substantially all of ASARCO LLC and its debtor-affiliates' assets to Sterlite Industries Ltd., or to any entity who'll submit a better or higher bid. Sterlite has offered $2,600,000,000 for the Debtors' assets. As reported by the Troubled Company Reporter on June 17, 2008, Harbinger Capital Partners Master Fund I, Ltd., and Harbinger Capital Partners Special Situations Fund, L.P., have said Sterlite's bid is not the "best" bid for the assets of ASARCO LLC and its debtor-affiliates. The Court noted that the $52,000,000 Break-Up Fee and Expense Reimbursement will be the sole remedy of Sterlite if its purchase sale agreement with ASARCO LLC is terminated. Several parties have objected to the sale. The objections filed by Century Indemnity Company, Mt. McKinley Insurance Company, Everest Reinsurance Company, American Home Assurance Company, Lexington Insurance Company, Mitsui & Co.(U.S.A.), Inc., Mitsui & Co., Ltd., Ginrei, Inc., and MSB Copper Corp., are reserved for the hearing on confirmation of ASARCO LLC's plan of reorganization. To address the objections filed by several parties-in-interest, Sterlite said it has agreed to extend the Debtors' labor contracts for another three years should Sterlite win the bid for the Debtors' assets, Reuters said, citing Manny Armenta, a United Steelworkers official. 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 April 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). The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of reorganization. (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures --------------------------------------------------------------- Asarco Incorporated will take an appeal to the U.S. District Court for the Southern District of Texas from the order issued by the Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas approving bidding procedures governing the auction of substantially all of ASARCO LLC and its debtor- affiliates' assets to Sterlite Industries Ltd., or to any entity who'll submit a better or higher bid. Asarco Inc. objected to Sterlite's bid arguing that it can top Sterlite's bid by funding a plan of reorganization for the Debtors with $2,700,000,000 in cash or cash equivalents. Sterlite has offered $2,600,000,000 for the Debtors' assets. According to Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, in New York, the aggregate value of Asarco Inc.'s Full-Payment Plan is as much as $6,740,000,000. As reported by the Troubled Company Reporter on June 17, 2008, Harbinger Capital Partners Master Fund I, Ltd., and Harbinger Capital Partners Special Situations Fund, L.P., have said Sterlite's $2,600,000,000 bid is not the "best" bid for the assets of ASARCO LLC and its debtor-affiliates. 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 April 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). The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of reorganization. (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Wants AR Sacaton & Salero Cases Dismissed ----------------------------------------------------- ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to dismiss the Chapter 11 cases of AR Sacaton, LLC, and Salero Ranch, Unit III, Community Association, Inc. Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, tells the Court that AR Sacaton is not a corporation and Salero Ranch is a non-profit corporation. He asserts that neither Salero Ranch nor AR Sacaton requires a bankruptcy filing to facilitate the reorganization of ASARCO. Because there is nothing to reorganize for either AR Sacaton or Salero Ranch, no reason exists for either to remain in chapter 11 and continue their accrual of U.S. Trustee fees, he adds. "It is pointless to maintain either bankruptcy case and continue to accrue U.S. Trustee fees that will have to be paid by ASARCO," Mr. Kinzie further asserts. 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 April 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). The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of reorganization. (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ASARCO LLC: Has Until August 1 to File Plan of Reorganization ------------------------------------------------------------- The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas further extended the time for ASARCO LLC and its debtor-affiliates to file a plan of reorganization until Aug. 1, 2008, and the period to solicit acceptances of that plan until Jan. 16, 2009. Judge Schmidt, however, modified the exclusivity periods solely to allow Asarco Incorporated and Americas Mining Corporation to file a competing plan of reorganization and solicit acceptances of that plan. All objections to the exclusivity periods extension motion that have not been withdrawn, resolved, waived or settled are overruled on the merits Asarco Inc., which owns 100% of ASARCO LLC's equity, previously filed with a Court a copy of its proposed full-payment reorganization plan, a full-text copy of the which is available for free at http://researcharchives.com/t/s?2e1c Asarco Inc.'s Plan will compete with ASARCO's plan to sell substantially all of its assets to Sterlite Industries Ltd., for $2,600,000,000. During the hearing before Judge Schmidt, a counsel representing Asarco Inc. and Americas Mining, and their ultimate parent, Grupo Mexico S.A.B., de C.V., said the parent company has at least $2,700,000,000, and as much as $5,000,000,000 at its disposal to pursue ASARCO, Terry Brennan at The Deal.com related. That counsel's statement was reinforced by a declaration prepared by Americas Mining's treasurer, Jorge Alberto Pulido Fregoso, who stated that Americas Mining's 75.1% stake in Southern Peru Copper Corporation assures that Grupo has more than enough capital to retain post bankruptcy control of ASARCO. The SCC stock is currently the subject of a pending fraudulent transfer litigation between ASARCO LLC and Grupo Mexico. ASARCO LLC has asserted that Grupo Mexico caused it to transfer its "crown jewel" -- the SCC Stocks. Mr. Fregoso said that Grupo Mexico currently owns 221,113,178, or 75.1%, of the total shares of the SCC Stocks. As of June 10, 2008, the SCC Stocks had a market capitalization of approximately $32,200,000,000. ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., in Houston, Texas, acknowledged that Grupo Mexico's offer could be higher than Vedanta but warned that the offer does not include a deal with ASARCO's labor union or resolve ASARCO's environmental liabilities, the Wall Street Journal related. 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 April 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. 76; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AVANTAIR INC: Inks Membership Interest Purchase Agreement with EAS ------------------------------------------------------------------ Avantair, Inc., assigned its rights to purchase 20 Embraer Phenom 100 aircraft pursuant to aircraft purchase agreements with Embraer to Share 100 Holding Co., LLC, a wholly owned subsidiary of the company. Share 100 assumed the company's obligations under the Embraer aircraft purchase agreements. Avantair also entered into a Membership Interest Purchase Agreement with Executive AirShares, Inc., pursuant to which EAS will purchase 100% of the Class A membership interest in Share 100. The Class A membership interest will have the rights and obligations to purchase the Phenom 100 aircraft with positions 1 through 18, and EAS will be required to contribute capital to Share 100 when and as necessary to fund deposits and other payments due in connection with the Class A Aircraft under the Embraer aircraft purchase agreements. EAS will make a payment of $520,000 to the company upon execution of the MIPA, and will make an initial capital contribution to Share 100 in the amount of $1,950,000, which will be immediately distributed by Share 100 to the company. EAS will also make an additional $750,000 capital contribution to Share 100 on or before Dec. 1, 2008 (plus interest on this amount at prime, adjusted monthly, from the date of closing and until paid), which will be immediately distributed by Share 100 to the company. The company will also receive distributions from Share 100 in the amount of any discounts realized from Embraer upon delivery of each aircraft. The company will retain the Class B membership interest in Share 100. The Class B membership interest will have the rights and obligations to purchase the Phenom 100 aircraft with positions 19 and 20, and the company will be required to contribute capital to Share 100 when and as necessary to fund deposits and other payments due in connection with the Class B Aircraft under the Embraer aircraft purchase agreements. EAS has an option to purchase Class B Aircraft, which must be exercised no later than Oct. 1, 2010. If EAS exercises the purchase option, EAS will be obligated to immediately reimburse the company for all deposits and other payments made by the company in respect of the Class B Aircraft. EAS will thereafter be required to contribute capital when and as necessary to fund deposits and other payments due under the Embraer aircraft purchase agreements necessary to take delivery of the Class B Aircraft. EAS will not be required to reimburse the company for any discounts associated with the Class B Aircraft if they elect the purchase option. In the event that EAS does not exercise the option to purchase the Class B Aircraft by Oct. 1, 2010, the company will have the right and obligation to purchase the Class B Aircraft. The company, Share 100 and EAS have received Embraer's consent to and approval of these transactions to the extent required. If EAS defaults under its obligations as a Class A member of Share 100, EAS will forfeit all deposits paid for the undelivered Class A Aircraft, including the capital contributions distributed to the company. The company will then be responsible for the rights and obligations of the remaining undelivered aircraft. In the event of a default by the company under its obligations as a Class B member of Share 100, any deposits paid by the company in connection with the undelivered Class B Aircraft will be forfeited. About Avantair Inc. Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- offers private travel solutions for individuals and companies at a fraction of the cost of whole aircraft ownership. The company is the sole North American provider of fractional aircraft shares in the Piaggio Avanti P.180 aircraft. Avantair is the fifth largest company in the North American fractional aircraft industry and the only stand-alone fractional operator. The company currently manages a fleet of 47 Piaggio Avanti P.180 aircraft, with another 60 Piaggio Avanti IIs on order through 2013. Avantair Inc.'s consolidated balance sheet at March 31, 2008, showed $189.8 million in total assets, $203.5 million in total liabilities, and $14.4 million in convertible preferred stock, resulting in a $28.1 million total stockholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 2, 2007, Jericho, N.Y.-based J.H. Cohn LLP expressed substantial doubt about Avantair Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended June 30, 2007. The company has suffered recurring losses resulting in an accumulated deficit of $73.6 million and a working capital deficiency of $31.4 million as of March 31, 2008. AVIARY DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Aviary Development, LLC P.O. Box 9671 Alexandria, VA 22304 Bankruptcy Case No.: 08-04004 Chapter 11 Petition Date: July 7, 2008 Court: District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Nancy E. Johnson, Esq. Email: nej@njohnson-bankruptcy.com P.O. Box 146 Columbia, SC 29202-0146 Tel: (803) 343-3424 Total Assets: $3,458,618 Total Debts: $2,619,298 A copy of Aviary Development, LLC's petition is available for free at http://bankrupt.com/misc/scb08-04004.pdf BANK UNITED: Moody's Cuts Ratings of Five Tranches Issued --------------------------------------------------------- Moody's Investors Service has downgraded the ratings of 5 tranches from Bank United 2005-1 Option ARM transaction. The collateral backing this transaction consists primarily of first-lien, adjustable-rate, negatively amortizing Alt-A mortgage loans. The ratings were downgraded, in general, based on higher than anticipated rates of delinquency, foreclosure, and REO in the underlying collateral relative to credit enhancement levels. The actions are a result of Moody's on-going review process. Complete rating actions are: Issuer: BankUnited Trust 2005-1 -- Cl. B-1, Downgraded to A1 from Aa2 -- Cl. B-2, Downgraded to Baa3 from A2 -- Cl. B-3, Downgraded to B1 from Baa3 -- Cl. B-4, Downgraded to Caa2 from B1 -- Cl. B-5, Downgraded to Ca from Caa1 BDB MANAGEMENT: R. Todd Nelson Appointed as Chapter 11 Trustee -------------------------------------------------------------- Sara L. Kistler, the Acting U.S. Trustee for Region 17, appoints R. Todd Nelson as the Chapter 11 Trustee in BDB Management LLC and its debtor-affiliates' bankruptcy cases. Menlo Park, California-based BDB Management LLC and its affiliates filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D. Calif. Lead Case No. 08-31001). William J. del Biaggio, III, an interest holder of the companies, concurrently filed for bankruptcy. Judith Whitman, Esq., at Diemer Whitman and Cardosi LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $50 million to $100 million in estimated assets and $50 million to $100 million in estimated debts. BDB MANAGEMENT: Brandenburgs Want Case Converted to Chapter 7 ------------------------------------------------------------- The Brandenburg Creditors in BDB Management LLC and its debtor- affiliates' Chapter 11 cases ask the U.S. Bankruptcy Court for the Northern District of California to convert the Debtors' bankruptcy cases to a liquidation proceeding under Chapter 7 of the Bankruptcy Code. The Brandenburg Creditors, who hold around $2.3 million in unsecured claims against the Debtors, relate to the Court that the Debtors have no ongoing business operations, no employees, customers, or vendors, and that the Debtors' only listed asset is stock held in an account at Merriman Curhan Ford Co. valued at $1,310,768. The Brandenburgs contend that there is a high likelihood that the estate will suffer substantial, continuing loss, and that there is no real possibility for the Debtors' estates to be rehabilitated. The Brandenburgs assert that proceeding under Chapter 7 is in the Debtors' best interests since it is necessary to properly collect the estates' assets and to avoid inherent conflicts between the interest of the parent debtor, BDB Management LLC, and its affiliate, BDB Management III LLC. They further relate that the conflicts between these estates are especially acute because a single trustee has been appointed for all three of the estates. Converting the Debtors' cases will result in the appointment of a new trustee who can proceed without conflicting loyalties and with full concentration on the interests of the Debtor, says the Brandenburgs. Menlo Park, California-based BDB Management LLC and its affiliates filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D. Calif. Lead Case No. 08-31001). William J. del Biaggio, III, an interest holder of the companies, concurrently filed for bankruptcy. Judith Whitman, Esq., at Diemer Whitman and Cardosi LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $50 million to $100 million in estimated assets and $50 million to $100 million in estimated debts. BLAST ENERGY: Receives $500K Cash Settlement Advance from Hallwood ------------------------------------------------------------------ Blast Energy Services disclosed that Hallwood Energy LP and Hallwood Petroleum LLC have paid a $500,000 advance on their cash obligation under the terms of a settlement agreement signed in April 2008. As agreed, in return for this advance payment, Blast will extend its suspension of any legal action against Hallwood until Sept. 30, 2008. Under the terms of the settlement agreement, Hallwood has agreed to pay to Blast's subsidiary Eagle Domestic Drilling Operations $2.00 million in cash and issue $2.75 million in equity from a pending major financing. Hallwood has also irrevocably forgiven approximately $1.65 million in payment obligations owed by Eagle. Blast has been advised that for the past few weeks, Hallwood has been meeting with potential investors in Europe in anticipation of their initial public offering on the London Alternative Investment Market. If Hallwood complete their major financing and satisfy their settlement obligations to Eagle, the parties and their affiliates will be fully and mutually released from all and any claims between them. This settlement agreement has been approved by both companies' board of directors but is subject to the approval of the U.S. Bankruptcy Court for the Southern District of Texas and Laurus Master Fund, Ltd., one of Blast's creditors. If Hallwood be unable to complete their major financing and fund the full amount of the settlement by Sept. 30, 2008, Eagle will immediately resume their legal actions against Hallwood and the $500,000 advance will not be credited against any future judgment or settlement amounts. In a related matter, the trial date in Blast's case pending against Quicksilver Resources Inc. remains scheduled for Sept. 15, 2008. Blast's counsel continues to prepare for trial and gather evidence in support of its claim through depositions and document production. The damage model for this case involves termination damages for three separate IADC drilling contracts, two of which include liquidated damage provisions of approximately $10 million each. Down-hole Solutions Blast has been informed by its partner, Reliance Oil and Gas, that they have received funding to drill a five-well program in Central Texas. Reliance plans to drill these wells during the month of July 2008, and then plans to deploy Blast's fluid jetting rig to laterally drill and complete these wells during August 2008. Reliance's personnel have prior experience specifically applying down-hole jetting processes, which we believe will substantially improve the commercial viability of the Blast lateral jetting process. Satellite Services Meanwhile, the newly-designed demonstration remote monitoring unit is expected to be delivered to Blast's Houston office by mid-July 2008, and demonstrations to potential customers in the energy sector are expected to begin shortly thereafter. This unit has been built to provide monitoring and control of multiple sensors using standard and proprietary radio protocol controlled applications that are currently being used in pipeline and oil field operations. Blast believes there is a substantial opportunity in the energy industry to consolidate the remote monitoring and control of sensor networks and to provide immediate notification to key personnel by interfacing seamlessly with a customer's existing communication network. The company expects its new remote server application will allow it to expand the growth opportunities of its existing satellite services business. About Blast Energy Headquartered in Houston, Blast Energy Services Inc. -- http://www.blastenergyservices.com/-- provides contract land drilling services to the energy industry in the United States and Africa. The company also provides satellite services to oil and gas producers, which enables them to monitor and control well head, pipeline, and drilling operations through broadband data and voice services from remote operations where conventional land- based communication networks do not exist. Blast Energy Inc.'s consolidated balance sheet at March 31, 2008, showed $2,841,638 in total assets and $5,847,755 in total liabilities, resulting in a $3,006,117 total stockholders' deficit. The company and its wholly owned subsidiary Eagle Domestic Drilling Operations LLC, filed for Chapter 11 protection on Jan. 19, 2007 (Bankr. S.D. Tex. Case No. 07-30424 and 07-30426). On Feb. 26, 2008, the Court entered an order confirming the company's Second Amended Plan of Reorganization. The Plan became effective, and the Debtors emerged from Chapter 11 bankruptcy, on Feb. 27, 2008. BOMBAY CO: Judge Lynn Approves Amended Disclosure Statement ----------------------------------------------------------- The Hon. D. Michael Lynn of the United States Bankruptcy Court for the Northern District of Texas approved an amended disclosure statement explaining an amended Chapter 11 plan of liquidation filed by The Bombay Company Inc. and its debtor-affiliates together with the Official Committee of Unsecured Creditors, as co-proponent, on July 2, 2008. Judge Lynn held that the proponents' amended disclosure statement contains adequate information within the meaning of Section 1125 of the U.S. Bankruptcy Code. Judge Lyn will convene a hearing on Aug. 20, 2008, at 1:30 p.m., to consider confirmation of the proponents' amended plan. The hearing will take place at Eldon B. Mahon U.S. Courthouse at 501 W. Tenth Street in Fort Worth, Texas. Objections, if any, are due Aug. 11, 2008, at 4:00 p.m. Central Time. Deadline for voting on the amended plan is Aug. 11, 2008. Postpetition Financing On Oct. 11, 2007, the Court authorized the Debtors to obtain, on a final basis, up to $115 million in postpetition financing from GE Corporate Lending and GE Canada Finance Holdings Company. The loan incurs interest rate of the higher of bank prim loan rate and the Federal Fund Rate plus 0.50% per annum, according the Debtors' regulatory filing with the Securities and Exchange Commission. The loan will be used to fund operations, including employees salaries and benefits as well as postpetition vendor payments during Chapter 11 reorganization process. Asset Sales During an October 2007 auction, the Debtors accepted a bid by a joint venture comprised of Gordon Brothers Retail Partners LLC and Hilco Merchants Resources LLC of 109.5% of the actual cost value of the Debtors' United States inventory. Furthermore, the Debtors also shared with GB Hilco Merchants in proceeds of the inventor liquidation after GB Hilco recovered its investment plus an agreed return. On Nov. 8, 2007, the Court authorized the Debtors to sell their corporate headquarters located at 550 Bailey Avenue in Fort Worth, Texas, to Goff Capital Inc. for $16.35 million. The Debtors realized at least $1.8 million in the disposition of lease designation rights. As reported in the Troubled Company Reporter, Goff Capital will be assuming the unexpired leases of office spaces at the complex. The Debtor also provided adequate assurance of future performance pursuant to Section 365(f)(2) of the U.S. Bankruptcy Code, and no cure amounts are required to be paid to the office tenants pursuant to Section 365(b)(1). On Oct. 11, 2007, the Debtors began negotiations with a Canadian bidder -- Benix & Co. and affiliates of Hilco Consumer Capital -- for the sale of their Canadian operations. The bidder offered to pay 110% of the cost value of the Canadian inventory and proposed to assume all of the obligations of the Debtors' Canadian assets. The sale of the Debtors' Canadian assets was approved by the Canadian Bankruptcy Court on Oct. 23, 2007. The Court approved on Jan. 23, 2008, the sale of the Debtors' intellectual property to Bombay Brands LLC for $2 million. The Debtors retained a 25% ownership in Bombay Brands. Overview of the Plan Under the Plan, Elaine D. Crowley, the appointed liquidation trustee, will issue a share of common stock for The Bombay Company Inc. and become the sole shareholders, officer and director of The Bombay Company Inc. replacing its existing shareholders and company officers. All other shares of any class of stock of each of the Debtors will be canceled on the Plan's effective date. A liquidation trust will be created for the benefit of all creditors of the estates holding allowed claims. According to the Plan, the Debtors are expected to transfer any of their assets including (i) cash and accounts, (ii) litigation causes of action, (iii) ownership interest in Bombay Brands LLC, (iv) all other property interests, rights, claims, defenses and causes of action with respect to any and all non-debtor intercompany claims or the Debtors. The amended plan classifies interests against and liens in the Debtors in seven classes. The classification of interests and claims are: Treatment of Claims and Interests Class Type of Claims Treatment ----- -------------- --------- unclassified administrative claims unclassified priority tax claims 1 priority-non-tax claims unimpaired 2 secured claims unimpaired 3 general unsecured claims impaired 4 unsecured Bombay Gift impaired Card Convenience Class 5 subordinated claims impaired 6 intercompany claims impaired 7 interests impaired Classes 1, 2, 5, 6 and 7 are not entitled to vote on the proponents Chapter 11 Plan. Each holder in Class 1 will be paid 100% of the unpaid amount of allowed claim in cash after the distribution date. Holders may receive other less favorable treatment as may be agreed upon by the claimant and the liquidation trustee. At the liquidation trustee's option, holders of Class 2 Secured Claims are entitled to get, either: a) 100% of the net proceeds from the sale of relevant collateral, up to the unpaid allowed amount of the claims; b) the return of the relevant collateral; or c) an alternative treatment as leaves unaltered the legal, equitable and contractual rights of the holder of the allowed claim. On the effective date, holders of Class 3 General Unsecured Creditors are expected to receive between 16.4% and 28.9% of the allowed amount of their claims, plus their pro rata shares of any value realized from the litigation causes of action. The earlier plan version provides a recovery to Class 3 holders between 18.5% and 31.5% of the allowed amount of their claims. Each holder of Class 4 Bombay Gift Card Convenience Claim will get cash equal to 25% of the allowed amount of its claim in full on the plan's effective date. Class 4 holders will not be entitled to any future distribution from the liquidation truste. Holders of classes 5, 6 and 7 will not receive any distribution from the Debtors. A full-text copy of the Amended Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?2f37 A full-text copy of the Amended Joint Chapter 11 Plan of Reorganization is available for free at http://ResearchArchives.com/t/s?2f38 About Bombay Company Based in Fort Worth, Texas, The Bombay Company Inc., (OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall d,cor and furniture through 384 retail outlets and the Internet in the U.S. and internationally, including Cayman Islands. The company and five of its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No. 07-44084). Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T. Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP, represent the Debtors. The Bombay Furniture Company of Canada Inc. - La Compagnie de Mobilier Bombay Du Canada Inc., sough protection from its creditors from the Ontario Superior Court of Justice on Sept. 20, 2007. The U.S. Trustee for Region 6 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Attorneys at Cooley, Godward, Kronish LLP act as counsel to the Unsecured Creditors Committee. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. * * * The Debtors' consolidated monthly operating report for April 30, 2008, posted total assets of $34,100,177 and total liabilities of $31,780,942. CANADIAN SAILING: Files Protection Under Canada's CCAA ------------------------------------------------------ A Canadian court issued an order granting The Canadian Sailing Expeditions of Halifax protection under the Companies' Creditors Arrangement Act (CCAA) on June 27, 2008, The Nova Scotia Business Journal says. The Debtor is given time to draft a restructuring plan, Business Journal relates. Business Journal states that when the Debtor refit its 74-meter barquentine Caledonia, its expenses increased from the planned C$7.9 million to C$9.6 million. Hence, the Debtor ate up its reserved cash. President Doug Prothero was reportedly disappointed with the extra expenses, Business Journal reports. He said that the Caledonia is worth C$15 million. It's business as usual at the Canadian Sailing, Business Journal quotes Mr. Prothero as saying. About Canadian Sailing Canadian Sailing Expeditions of Halifax, -- http://www.canadiansailingexpeditions.com/-- founded in 2000, is led by a group of professionals who combine over 35 years of experience in the marine industry as owners and operators of traditional tall ships. By sharing their passion for exploring, Doug Prothero, David Evans and Michelle Clark offer seacoast exploration. CELLU TISSUE: S&P's 'B' Rating Unmoved by Atlantic Paper Deal ------------------------------------------------------------- Standard & Poor's Ratings Services said that Cellu Tissue Holdings Inc.'s (B/Stable/--) announcement that it acquired Atlantic Paper & Foil, a manufacturer of tissue products, on July 2, 2008, has no impact on its ratings or outlook. The acquisition is expected to enhance Cellu Tissue's geographic coverage, increase its converting capacity, and result in some synergies. The acquisition was financed with a combination of debt and an equity investment by Weston Presidio, the controlling shareholder of the company. CHIEF DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Chief Development Group, Inc. 38 Willow St. Murphy, NC 28906 Bankruptcy Case No.: 08-20085 Type of Business: The Debtor is engaged in the wholesale of furnitures. Chapter 11 Petition Date: June 20, 2008 Court: Western District of North Carolina (Bryson City) Judge: George R. Hodges Debtor's Counsel: Edward C. Hay, Jr., Esq. E-mail: ehay@phhlawfirm.com Pitts, Hay & Hugenschmidt, P.A. 137 Biltmore Ave. Asheville, NC 28801 Tel: (828) 255-8085 Fax: (828) 251-2760 http://phhlawfirm.com/ Total Assets: $2,781,970 Total Debts: $2,527,483 A copy of Chief Development Group, Inc.'s petition is available for free at: http://bankrupt.com/misc/ncwb08-20085.pdf COBALT CMBS: Fitch Places Low-B Rated Certs. Under Negative Watch --------------------------------------------------------------- Fitch Ratings places these classes of Cobalt CMBS Commercial Trust commercial mortgage pass-through certificates, series 2006-C1 on Rating Watch Negative: -- $3.2 million class M 'B+'; -- $6.3 million class N 'B'; -- $6.3 million class O 'B-'. The Rating Watch Negative placements are due to the transfer to special servicing of the eighth largest loan (2.5%), which is shadow rated by Fitch. The specially serviced loan is the Fortress/Ryan's portfolio, collateralized by 130 retail properties, specifically a mix of restaurant tenants, located in 22 different states. The loan is current, but it was transferred to the special servicer when the Master Lessee and Lease Guarantor filed for bankruptcy. The borrower and the special servicer are currently reviewing workout options. Once more information is known including valuations, workout strategies, lease status and the status of store operations, Fitch will revisit the ratings. Downgrades are possible if losses are expected or the loan is expected to perform significantly below the level at issuance. The Fortress/Ryan's Portfolio properties also secure a pari passu companion loan that is not an asset of the trust. It was securitized in the COMM 2006-C8 transaction. COMM 2006-C8: Fitch Puts $9.4MM Certs. B+ Rating Under Neg. Watch ----------------------------------------------------------------- Fitch Ratings places these class of COMM 2006-C8 Mortgage Trust commercial mortgage pass-through certificates on Rating Watch Negative: -- $9.4 million class O at 'B+'. The Rating Watch Negative placement is due to the transfer to special servicing of the 12th largest loan (1.7%), which is shadow rated by Fitch. The specially serviced loan is the Fortress/Ryan's portfolio, collateralized by 130 retail properties, specifically a mix of restaurant tenants, located in 22 different states. The loan is current, but it was transferred to the special servicer when the Master Lessee and Lease Guarantor filed for bankruptcy. The borrower and the special servicer are currently reviewing workout options. Once more information is known including valuations, workout strategies, lease status and the status of store operations, Fitch will revisit the ratings. Downgrades are possible if losses are expected or the loan is expected to perform significantly below the level at issuance. The Fortress/Ryan's Portfolio properties also secure a pari passu companion loan that is not an asset of the trust. It was securitized in the Cobalt 2006-C1 transaction. COUNTRYWIDE FINANCIAL: Workers Worried About Severance Pay ---------------------------------------------------------- Countrywide Financial Corp. employees are fretting over the possible loss of their severance benefits after Bank of America Corp. revealed its severance option plans, Reuters reports. In BofA's Web site, officials posted the "Countrywide Change of Control Severance Plan," under which BofA will have the right to grant or waive an employee's severance pay in the event that an employee: * turns down an offered position; * relocates to another area; and * accepts a 20 percent cut in compensation, or a 10 percent cut (for lower-level workers). Rather than terminate employees, BofA will extend employment offers that are "inferior in every respect to the employees' former positions", said a Countrywide official in California. As reported in the Troubled Company Reporter on July 2, 2008, BofA completed its purchase of Countrywide last week for $2.5 billion. As part of the acquisition plans, BofA intends to eliminate around 7,500 positions. The reductions will take place throughout the country within the next two years. About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- is a diversified financial services provider and a member of the S&P 500, Forbes 2000 and Fortune 500. Through its family of companies, Countrywide originates, purchases, securitizes, sells, and services residential and commercial loans; provides loan closing services such as credit reports, appraisals and flood determinations; offers banking services which include depository and home loan products; conducts fixed income securities underwriting and trading activities; provides property, life and casualty insurance; and manages a captive mortgage reinsurance company. * * * As reported in the Troubled Company Reporter on Jan. 15, 2008, Moody's placed the ratings of Countrywide Financial Corporation and its subsidiaries under review for upgrade. CFC and Countrywide Home Loans senior debt is rated Baa3 and short-term debt is rated Prime-3. Countrywide Bank FSB's bank financial strength rating is C-, deposits are rated Baa1 and short-term debt Prime-2. All long and short-term ratings are placed under review for possible upgrade. The company is continuing to face a barrage of lawsuits coming from disgruntled homeowners that filed for bankruptcy protection. Countrywide has been accused by these homeowners and various federal agencies of dubious and questionable lending practices, and for abusing the bankruptcy system. C&S FINANCE: Wants to Employ Winderweedle Haines as Counsel ----------------------------------------------------------- C&s Finance Orlando Inc. and its debtor-affiliate, C&S Orlando Inc., seek the authority of the United States Bankruptcy Court for the Middle District of Florida to employ Winderweedle, Haines, Ward, & Wodman, P.A. as their bankruptcy counsel. Winderweedle Haines has received a $46,000 retainer in connection with the preparation and filing of the Debtor's bankruptcy cases, and $2,078 for the Court's filing fees. Of the $46,000 retainer, $6,029 was applied towards prepetition services. To the best of the Debtors' knowledge, Winderweedle Haines does not hold or represent any interest adverse to the Debtors or their estates, and the firm is a "disinterested person" as defined in Sec. 101(14) of the bankruptcy code. The Debtors did not include a schedule of monetary compensation for fees and expenses to be paid to Winderweedle Haines, for services to be rendered as bankruptcy counsel to the Debtors. Based in Orlando, Florida, C&S Finance Orlando Inc. and its debtor affiliate C&S Orlando Inc. are engaged in car dealership. The Debtors filed for Chapter 11 bankruptcy protection on June 4, 2008 (M.D. Fla. Lead Case No. 08-04640). Ryan E. Davis, Esq., at Winderweedle Haines Ward & Woodman P.A., represents the Debtors as counsel. When the Debtors filed their schedules, they listed total assets of $13,270,031 and total liabilities of $23,020,530. C&S FINANCE: Files Schedules of Assets and Liabilities ------------------------------------------------------ C&S Finance Orlando Inc. and C&S Orlando Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, their schedules of assets and liabilities, disclosing: A. C&S Finance Orlando Inc. Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $11,076,351 C. Property Claimed as Exempt D. Creditors Holding $ 8,550,887 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding 2,212,547 Unsecured Non-priority Claims ----------- ----------- TOTAL $11,076,351 $10,763,434 B. C&S Orlando Inc. Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $ 2,193,680 C. Property Claimed as Exempt D. Creditors Holding $ 21,877 Secured Claims E. Creditors Holding 18,696 Unsecured Priority Claims F. Creditors Holding 12,217,722 Unsecured Non-priority Claims ----------- ----------- TOTAL $ 2,193,680 $12,257,096 Based in Orlando, Florida, C&S Finance Orlando Inc. and its debtor affiliate C&S Orlando Inc. are engaged in car dealership. The Debtors filed for Chapter 11 bankruptcy protection on June 4, 2008 (M.D. Fla. Lead Case No. 08-04640). Ryan E. Davis, Esq., at Winderweedle Haines Ward & Woodman P.A., represents the Debtors as counsel. DAVANTI INVESTMENTS: Case Summary & Three Unsecured Creditors ------------------------------------------------------------- Debtor: Davanti Investments, LLC 59 Damonte Ranch Parkway, B-346 Reno, NV 89521 Bankruptcy Case No.: 08-51116 Type of Business: The Debtor is engaged in real estate. Chapter 11 Petition Date: July 7, 2008 Court: District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Michael Lehners, Esq. Email: mikelehners@yahoo.com 429 Marsh Ave. Reno, NV 89509 Tel: (775) 786-1695 Fax: (775) 786-0799 Total Assets: $5,675,100 Total Debts: $3,367,573 A copy of Davanti Investments, LLC's petition is available for free at: http://bankrupt.com/misc/nvb08-51116.pdf DELPHI CORP: Reaches Deal with U.S. Labor Dept. on ERISA Claim -------------------------------------------------------------- The Hon. Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York has approved a stipulation between Delphi Corporation and the Secretary of the United States Department of Labor. On July 31, 2006, the Secretary, on behalf of the Delphi Personal Savings Plan for Hourly Rate Employees in the United States, filed Claim No. 15135 against Delphi, which asserts an unsecured non-priority claim in an unliquidated amount arising from alleged violations of the Employee Retirement Income Security Act of 1974 in connection with the investment of certain stock dividends held in the Plan's General Motors $1-2/3 Par Value Common Stock Fund from 2000 to 2003 and certain remedial actions taken in connection therewith in 2004 and 2005. The Debtors objected to Claim No. 15135 in their 19th Omnibus Claims Objection. The Secretary disputed the Objection. On Aug. 2, 2007, the Secretary, on behalf of the Plan, filed Claim No. 16638, which amended Claim No. 15135 and asserted an unsecured non-priority claim of $3,233,000. The Debtors objected to Claim No. 16638 in their 21st Omnibus Claims Objection. On Oct. 25, 2007, the Bankruptcy Court issued an order disallowing and expunging Claim No. 16638 in its entirety and providing that Claim No. 15135 will remain on the Debtors' claims register. On March 31, 2008, the Secretary, on behalf of the Plan, filed Claim No. 16815, which replaced the Original Claim and asserted an unsecured non-priority claim of $3,232,133 arising from alleged violations of ERISA in connection with the investment of certain stock dividends held in the Plan's General Motors $1-2/3 Par Value Common Stock Fund from 2000 to 2003 and certain remedial actions taken in connection therewith in 2004 and 2005. On May 12, 2008, Delphi presented to the Secretary a petition under Section 502(l)(3)(B) of ERISA, 29 U.S.C. Section 1132(l)(3)(B), and 29 C.F.R. Section 2570.85, seeking a waiver of any civil penalty arising from the Secretary's recovery from Delphi of any applicable recovery amount on account of the Claim. On May 19, 2008, the Secretary granted the Petition. On June 12, 2008, to resolve the 19th Omnibus Claims Objection with respect to the Original Claim, Delphi and the Secretary entered into a settlement agreement. The Settlement Agreement provides for these terms: -- Delphi, without admitting or denying the allegations made by the Secretary concerning the Claim, acknowledges and agrees that the Claim will be allowed as a general unsecured claim against Delphi for $1,623,392. -- The Secretary assigned to Delphi in its capacity as a Plan fiduciary any unexpired Rights received by the Secretary or the U.S. Department of Labor on account of the Claim prior to the execution of the Settlement Agreement by the Secretary and Delphi. -- Any other consideration distributed by the Debtors on account of the Claim will be distributed directly to Delphi in its capacity as a Plan fiduciary. -- Delphi will distribute any Consideration it receives at no cost to the Plan in accordance with the agreed allocation plan. -- Delphi agrees to cause certain third parties to deliver to Delphi in its capacity as a Plan fiduciary a cash payment, and to distribute the Third-Party Payment at no cost to the Plan in accordance with the Allocation Plan. -- The Plan will release and waive any right to assert against the Third Parties any claim, cause of action, demand, or liability of every kind and nature whatsoever, including those arising under contract, statute, or common law, whether or not known or suspected at this time, which relate to the Claim or any matters giving rise to the Claim. -- To the extent the distribution of Consideration in the form of securities to the Plan or the Plan Releases could be construed as prohibited transactions under ERISA, the transactions qualify as exempt transactions under Prohibited Transaction Exemption 79-15, provided that the Court authorizes the transactions. Delphi believes it is authorized to enter into the Settlement Agreement either because the Claim involves ordinary course controversies or pursuant to the Court's orders under Sections 363, 502, and 503 of the Bankruptcy Code and Rule 9019(b) of the Federal Rules of Bankruptcy Procedure. The parties' Court-approved stipulation provides that: 1. The Claim will be allowed for $1,623,392 and will be treated as an allowed general unsecured non-priority claim against the estate of Delphi and will not be subject to reconsideration pursuant to Section 502(j) of the Bankruptcy Code. 2. Within five business days after the Secretary receives written notice from Delphi that Delphi, in its capacity as a Plan fiduciary, has received the Third-Party Payment, the Secretary will withdraw with prejudice its responses to the 19th Omnibus Claims Objection. 3. Delphi will distribute the Consideration to the Plan in accordance with the Settlement Agreement. 4. The Plan will implement the Plan Releases. U.S. Labor Department's Statement The U.S. Department of Labor and Delphi Corp. have obtained approval of settlement by the U.S. bankruptcy court in New York that allows the government to recover more than $2.2 million in retirement plan assets owed to the Delphi Personal Savings Plan for Hourly Employees in the United States. "This settlement will ensure that assets are available to pay future retirement benefits for these workers," said Secretary of Labor Elaine L. Chao. The bankruptcy settlement resolves a claim brought by the Labor Department on July 31, 2006, seeking to restore assets to the savings plan lost as a result of investment activities. The claim and settlement resulted from an investigation by the department's Employee Benefits Security Administration into improperly invested dividends the company failed to properly disclose or correct. Between 2000 and 2003, dividends were improperly invested in General Motors Corp. stock, rather than in an income fund as required by Delphi's savings plan. The investigation was conducted by the Detroit District Office of EBSA's Cincinnati region. Employers and workers can reach the regional office at 859-578-4680 or toll-free at 866-444-3272 for help with problems relating to private sector retirement and health plans. In fiscal year 2007, EBSA achieved monetary results of $1.5 billion related to pension, 401(k), health and other benefits for millions of American workers and their families. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for Chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of March 31, 2007, the Debtors' balance sheet showed $11,446,000,000 in total assets and $23,851,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on Dec. 20, 2007. The Court confirmed the Debtors' First Amended Plan on Jan. 25, 2008. The Plan has not been consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide $2,550,000,000 in equity financing to Delphi. (Delphi Bankruptcy News, Issue No. 135; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELTA AIR: District Judge Articulates Injunction in Mesa Suit ------------------------------------------------------------- U.S. District Judge Clarence E. Cooper articulated the preliminary injunction previously granted to Mesa Air Group against Delta Air Lines, Inc., blocking the carrier from terminating the regional flying agreement worth $20,000,000 a month, The Associated Press reports. Delta moved many of Mesa's flights to congested John F. Kennedy International Airport in New York and later used increased flight cancellations by Mesa subsidiary Freedom Airlines to justify its decision to end the Contract, Judge Cooper said in a 36-page decision filed June 25, 2008, with a federal court in Georgia, according to the report. Mesa was under the impression that it could exclude some flight cancellations from JFK in its official completion rate, and Delta did not inform Mesa that it would calculate completion differently, Judge Cooper said, notes to the report. Delta notified Mesa that it planned to terminate a contract as of May 3, 2008, following allegations that Mesa failed to maintain a specified completion rate -- the percentage of scheduled flights that are flown within September and February. Delta maintained it could terminate the Contract absent Mesa's maintenance of at least a 95% completion rate for three months within a six-month period. On March 28, 2008, Delta notified Mesa of its intent to terminate a connection Agreement that includes, among other arrangements, Mesa's agreement to operate 34 model ERJ-145 regional jets leased utilizing Delta's name. In fiscal 2007, the Connection Agreement accounted for approximately 20% of Mesa's 2007 total revenues. Delta sought to terminate the Connection Agreement as a result of Freedom's alleged failure to maintain a specified completion rate with respect to its ERJ-145 Delta Connection flights during three months of the six-month period ended February 2008. Mesa complained that the cancellation of the contract will force it to file for bankruptcy protection and cut 700 jobs. A Delta spokeswoman told AP that the airline is disappointed with the court's ruling and that it intends to appeal. The Troubled Company Reporter said on June 5, 2008, that Mesa Air Group Inc. won on May 29 a preliminary injunction from the United States District Court for the Northern District of Georgia in Atlanta, enjoining Delta Air Lines from terminating its Connection Agreement with Mesa, and its wholly owned subsidiary, Freedom Airlines Inc. About Mesa Air Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with over 1,000 daily system departures to 157 cities, 42 states, the District of Columbia, Canada, the Bahamas and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, and independently as Mesa Airlines and go!. In June 2006 Mesa launched inter-island Hawaiian service as go! This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 5,000 employees and was awarded Regional Airline of the Year by Air Transport World magazine in 1992 and 2005. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. Mesa has 5,000 employees overall. Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76- seat CRJ-900 aircraft for Delta Connection. On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of Mesa Air, unveiled plans to discontinue all operations by June 30 including its current scheduled services, citing record-high fuel prices, insufficient demand and a difficult operating environment as the main factors in its decision. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. (Delta Air Lines Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELTA AIR: To Pull Out of Bakersfield, California by September 1 ---------------------------------------------------------------- Delta Air Lines, Inc. will pull out of Bakersfield, California, effective September 1, 2008, to trim fuel costs, The Bakersfield Californian reports. The route elimination covers Kern County, California's only direct connection to Salt Lake City. Delta spokesperson Anthony Black said Delta's decision to terminate flight operations at Bakersfield is part of a 13% cut in domestic capacity. Ultimately, however, "it comes down to operational costs directly related to fuel," Mr. Black said, according to the report. Mr. Black urged anyone with a ticket to fly from Bakersfield to Salt Lake City after September 1 to contact Delta for (i) a full refund, (ii) a corresponding flight out of Los Angeles or Santa Barbara, or (iii) a ticket on another carrier out of Meadows Field. Flights, however, are continuing from Bakersfield to Phoenix, Denver, Los Angeles and San Francisco, Kent County airports analysis and marketing manager Teresa Hitchcock told the newspaper. Ms. Hitchcock said the news "came as a surprise" because Delta recently made plans to reinstate a second daily flight to Salt Lake City, which is set to run July 10 through Aug. 18, 2008, the report says. Delta is the third airline to leave Meadows Field Airport in 2008, the newspaper notes. About Delta Air Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) -- http://www.delta.com/-- is the world's second-largest airline in terms of passengers carried and the leading U.S. carrier across the Atlantic, offering daily flights to 328 destinations in 56 countries on Delta, Song, Delta Shuttle, the Delta Connection carriers and its worldwide partners. Delta flies to Argentina, Australia and the United Kingdom, among others. The company and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provides the Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, serve as the Committee's financial advisors. The Debtors filed a chapter 11 plan of reorganization and disclosure statement explaining that plan on Dec. 19, 2007. On Jan. 19, 2007, they filed revisions to the plan and disclosure statement, and submitted further revisions to the plan on Feb. 2, 2007. On Feb. 7, 2007, the Court approved the Debtors' disclosure statement. In April 25, 2007, the Court confirmed the Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. (Delta Air Lines Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EARTH BIOFUELS: Completes Share Exchange Deal with PNG Ventures --------------------------------------------------------------- Earth Biofuels Inc. completed a share exchange with PNG Ventures Inc. that has resulted in PNGX acquiring EBOF's subsidiary, New ELNG LLC, which includes Applied LNG Technologies USA LLC and its related LNG business, in exchange for the transfer to EBOF of a majority ownership of PNGX. As reported in the Troubled Company Reporter on June 13, 2008, Earth Biofuels executed a binding letter of intent with PNG Ventures Inc. whereby PNG Ventures has agreed to purchase a 100% ownership interest in Earth Biofuels' subsidiary, Earth LNG Inc. The company stated that with the acquisition, PNGX is now positioned to grow ALT's LNG business of producing and distributing liquefied natural gas as a transportation fuel. As a result, Earth Biofuels' management believes its shareholders will benefit through the company's ownership in PNGX," Kevin Markey, former vice president of sales for ALT, will be serving as interim CEO of PNGX. The company related that LNG is becoming a fuel of choice among large fleet operators who are seeking cleaner and less costly options to traditional diesel fuel. At current oil and gas prices and tax incentive programs, LNG is between one half and two thirds the cost of petroleum diesel as a fuel for vehicles, depending on the customer. Additionally, emissions of greenhouse gases and particulate matter from LNG-powered vehicles are significantly lower than those from petroleum diesel-powered vehicles. The spin-off transaction is an important part of EBOF's restructuring plan. The share exchange has allowed EBOF to restructure its financial obligations and pursue its main focus of biodiesel and cellulosic ethanol production and alternative fuels distribution. "Our management believes this transaction will unlock the value of the company's LNG business and allow it to grow both in terms of production capacity well as market penetration, EBOF's CEO, Dennis McLaughlin, stated. "The management of PNGX will be able to focus on growing the LNG business as a pure play, and EBOF and its shareholders will benefit through its substantial ownership of a significant player in the fast growing LNG industry." About PNG Ventures Inc. Based in Carlsbad, California, PNG Ventures Inc. (OTCBB: PNGX) is a development stage company that engages in the business of Edgarizing, a process of electronically converting Microsoft Word documents into hypertext markup language. This document would be filed with the Securities and Exchange Commission. The company, through its licensed Edgarizing software, converts documents from Microsoft Word to HTML. PNG Ventures was founded in 1995. About Earth Biofuels Headquartered in Dallas, Texas, Earth Biofuels Inc. -- http://www.earthbiofuels.com/-- (OTC BB: EBOF) engages in the production, distribution, and sale of renewable fuels, with a focus on biodiesel fuel, in the United States. The company produces pure biodiesel fuel (B100) through the utilization of vegetable oils, such as soy and canola oil as raw material. The company distributes petroleum/biodiesel blended fuel, such as B20 through wholesale distributors, truck stops, and fueling stations. Earth Biofuels also produces and markets liquefied natural gas. On July 11, 2007, five creditors with claims of around $33 million filed an involuntary chapter 7 petition against the company (Bankr. D. Del. Case. No. 07-10928). Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the petitioners. A hearing to consider approval of an interim settlement agreement entered into by the company and its creditors is set for Dec. 10, 2007. The agreement provides for the dismissal of the involuntary chapter 7 petition in exchange for the Debtor admitting its liability under a $52 million loan. In December 2007, the Court dismissed the chapter 7 petition. At Dec. 31, 2007, the company's balance sheet showed $79,845,000 in total assets and $133,989,000 in total liabilities, resulting in $54,144,000 stockholders' deficit. ENERGY EXPLORATION: Posts $346,846 Net Income in 2007 ----------------------------------------------------- Energy Exploration Technologies Inc. reported net income of $346,846 on total revenue of $5,378,451 for the year ended Dec. 31, 2007, compared with a net loss of $3,767,458 on total revenue of $1,100,529 for the year ended Dec. 31, 2006. The net loss for the year ended Dec. 31, 2006, included interest and penalties on convertible debentures of $1,137,296, versus interest and penalties on convertible debentures of $76,059 for the year ended Dec. 31, 2007. In 2007 the company completed five Stress Field Detection (SFD) surveys for three clients over an area that exceeded 15,000 sq. km. in Alberta and British Columbia (one survey completed in 2006 and nil in 2005). The surveys generated revenues of $5,347,982 in 2007 and $1,063,645 in 2006 plus entitle the company to a gross overriding royalty (GORR) for any future production resulting from the SFD survey. Oil and natural gas revenue was $30,469 in 2007, as compared to $36,884 in 2006. The company has a well at Entice, Alberta in which it has a 22.5% working interest. The company said the year to year revenue variation is due to natural decline. The company had an operating income of $560,590 in 2007, as compared to an operating loss of $2,633,196 in 2006, representing an overall increase of $3,193,786 in the year. Balance Sheet Energy Exploration Technologies Inc.'s consolidated balance sheet at Dec. 31, 2007, showed $9,222,769 in total assets, $3,327,536 in total liabilities, and $5,895,233 in total stockholders' equity. Full-text copies of the company's annual report on Form 20-F for the year ended Dec. 31, 2007, are available for free at: http://researcharchives.com/t/s?2eef Going Concern Doubt Energy Exploration Technologies Inc. believes conditions exist that cast substantial doubt about its ability to continue as a going concern. Energy Exploration Technologies Inc. said it is in the early stage of commercializing its SFD technology. Its ability to generate cash flow from operations will depend on its ability to service its existing clients and develop new clients for its SFD services. Management also recognizes that this early commercialization phase can last for several years. In addition, Energy Exploration said that consistent with this early stage of commercialization the company has a significant economic dependency on a few customers. In 2007, the company's largest customer accounted for 81% of its survey revenue and three customers accounted for 100% of survey revenue. At Dec. 31, 2007, the company had amounts outstanding from its two largest customers of $804,806. In 2006, the company had two customers who accounted equally for 100% of its survey revenue. About Energy Exploration Based in Calgary, Alberta, Canada, Energy Exploration Technologies Inc. (OTC BB: ENXTF; TSX-V: SFD) -- http://www.nxtenergy.com/-- is in the business of providing wide-area airborne exploration services to the oil and gas industry. The company utilizes its proprietary SFD Survey System to offer its clients a unique service to rapidly identify sub-surface structures with reservoir potential in sedimentary basins with no environmental impact. The value of the service is providing clients with an efficient, cost effective method of surveying large tracts of land and delivering an inventory of SFD prospects with high potential. ENERGY SPINAL: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Energy Spinal Group, P.C. aka Energy Spinal Center aka Energy Spinal Centers dba Energy Spinal Center, P.C. aka Energy Spinal Centers Harlingen 2114 Eddie Ct. Brownsville, TX 78520 Bankruptcy Case No.: 08-10352 Type of Business: The Debtor provides chiropractic rehabilitation. Chapter 11 Petition Date: June 30, 2008 Court: Southern District of Texas (Brownsville) Judge: Richard S. Schmidt Debtor's Counsel: Eduardo V. Rodriguez, Esq. Email: evrcourt@malaiselawfirm.com Malaise Law Firm 1265 N. Expressway 83 Brownsville, TX 78521 Tel: (956) 547-9638 Fax: (956) 547-9630 http://www.malaiselawfirm.com/ Total Assets: $1,278,649 Total Debts: $835,827 A copy of Energy Spinal Group, PC's petition is available for free at http://bankrupt.com/misc/txsb08-10352.pdf ENVIRONKARE TECH: Venture with LRM Gets $1MM SunTrust Financing --------------------------------------------------------------- Environkare Tech, Inc. disclosed that LRM Industries, LLC, has secured financing to extend its current operating line of credit. Envirokare, through its joint venture interest in LRM, is developing state-of-the-art TPF ThermoPlastic Flowforming(TM) and STF Sheetless Thermoforming(TM) process technologies, which produce proprietary long-fiber reinforced and non-reinforced thermoplastic products. The financing was provided by SunTrust Bank and includes an extension of an existing revolving credit line to provide up to $1 million, or $1.55 million in the aggregate, in additional working capital to be utilized by LRM for general operating purposes. LRM Industries, LLC was formed to commercialize TPF ThermoPlastic Flowforming(TM) and aligned technologies through development, manufacturing and licensing. LRM is a joint venture of NOVA Chemicals, Inc. and Envirokare Composite Corporation (a wholly owned subsidiary of Envirokare Tech). Headquartered in New York, Envirokare Tech Inc. (OTC BB: ENVK) -- http://www.envirokare.com/-- is engaged in the application design, development and manufacturing, utilizing proprietary thermoplastic composite technologies including TPF Thermoplastic Flowforming(TM) technology. The company's TPF Thermoplastic Flowforming(TM) business is being conducted through its position and interest in LRM Industries LLC. Envirokare Tech Inc.'s consolidated balance sheet at March 31, 2008, showed $13,389,754 in total assets, $15,424,632 in total liabilities, and $2,179,577 in minority interest in subsidiary, resulting in a $4,214,456 total stockholders' deficit. Going Concern Doubt PBM Helin Donovan, LLP, in Spokane, Washington, expressed substantial doubt about Envirokare Tech Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's significant operating losses. ESMARK INC: Buyer Severstal Purchases Another U.S. Steel Producer ----------------------------------------------------------------- Esmark Inc. disclosed that its buyer OAO Severstal has completed the acquisition of WCI Steel Inc., another US steel company. Severstal acquired all of the outstanding equity of WCI for a total cash consideration of $140 million. As reported in the Troubled Company Reporter on June 27, 2008, Severstal entered into a definitive merger agreement to acquire Esmark Incorporated's common shares for $19.25 per share in cash or $775 million. The offer, which was boosted by 13%, topped a $19-a-share bid from India's Essar Steel Holdings Ltd. Severstal stated that WCI's total annual steel-making capacity of 1.22 million metric tons is focused on high-quality, custom flat- rolled steel for use in demanding applications. Together with Severstal's US operations, WCI will solidify the company's position as one of North America's producers of quality flat- rolled steel for the automotive, appliance, furniture, construction and energy markets. About Severstal Headquartered in Cherepovets, Russia, OAO Severstal -- http://www.severstal.com/-- is the country's largest steel producer, with steel production of 17.1 million tons in 2005. The Company owns Severstal North America, the fifth largest integrated steel maker in the U.S. with 2005 production of 2.7 million tons, and Lucchini, Italy's second largest steel group with 2005 production of 3.5 million tons. Severstal is one of the world's lowest cost and most profitable steel producers, with 2005 EBITDA per ton of around EUR150 per ton. About Esmark Inc. Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) -- http://www.esmark.com-- formerly Wheeling-Pittsburgh Corporation, is a holding company that, together with its subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. The company's principal operating subsidiary is Wheeling-Pittsburgh Steel Corporation. The company produces flat rolled steel products for steel service centers, converters, processors, and the construction, container and agriculture industries. Its product offerings focus on higher value-added finished steel products, such as cold rolled products, fabricated products, and tin and zinc coated products. Higher value-added products comprised 60.8% of the company's shipments during the year ended Dec. 31, 2006. In addition, it produces hot rolled steel products, which represent the least processed of its finished goods. In March 2008, the company completed the sale of its minority equity interest in Wheeling-Nisshin Inc. to Nisshin Holding Inc. Going Concern Doubt On May 20, Deloitte & Touche LLP of Pittsburgh, Pennsylvania, wrote to the Board of Directors and stockholders of Esmark Incorporated that after auditing the company's financial statements for the year ended December 31, 2007, it has substantial doubt regarding the company's ability to continue as a going concern because the company has been unable to refinance its debt on a long-term basis. In its 2007 Annual Report, the company disclosed that its current revolving credit facilities are due and payable no later than September 30, 2008. The company's ability to refinance these obligations will be dependent on a number of factors including the company's ability to borrow funds from the same or alternative lenders in a difficult lending environment, the company's ability to forecast and generate cash flow from future operations and the company's ability to structure alternative capital transactions with third parties and, if necessary, obtain proceeds from the disposition of assets. On April 30, 2008, the company agreed to the material terms of a proposed tender offer and merger with Essar Steel Holdings Limited for the purchase of all of the outstanding common stock of the company for $17.00 per share. The company also entered into a binding commitment with Essar for a $110,000 term loan, the proceeds of which were used to repay the Company's outstanding term loan in the amount of $79 million and to provide additional liquidity to the Company. This proposed tender offer is subject to a 52-day "right to bid" period as set forth in the collective bargaining agreement with the USW which may or may not result in a competing bid or offer from another concern. If the proposed merger with Essar is terminated under certain circumstances, the company would be required to pay Essar a "breakage fee" of $20.5 million. On May 16, 2008, the USW publicly announced a demand that Esmark repudiate the Essar agreements and asserted that those agreements with Essar are in direct violation of the company's collective bargaining agreement with the USW. In a non-binding proposal dated May 20, 2008, OAO Severstal (Severstal) offered to acquire all of the outstanding common stock of the Company for $17.00 per share. Severstal also stated that they are prepared to enter into interim liquidity substitute financing arrangements upon entering into a mutually acceptable definitive merger agreement. Severstal represented that they have entered into an agreement that satisfies the successorship clause of the company's collective bargaining agreement and that the USW informed them that it will waive its right to bid provisions in the collective bargaining agreement with respect to the Severstal proposal. EXIDE TECHNOLOGIES: Moody's Hikes Corporate Family Rating to B3 --------------------------------------------------------------- Moody's Investors Service has upgraded the Corporate Family and Probability of Default Ratings of Exide Technologies, Inc. to B3 from Caa1. In a related action, Moody's raised the ratings on the company's asset based revolving credit facility to Ba2 from Ba3, the senior secured term loans to Ba3 from B1, and the senior secured junior-lien notes to B3 from Caa1. The outlook is stable. The upgrade reflects Exide Technologies' improved credit metrics that have been achieved as a result of cost reduction initiatives and successful pricing actions which have offset the impact of increasing lead costs on the company's operations. These actions have reduced financial risk and positioned the company to generate credit metrics consistent with the B3 rating over the intermediate term. While Exide Technologies benefits from its geographic and customer diversification, it remains exposed to cyclical industry conditions, and commodity pricing pressures. The stable outlook reflects Moody's expectation that Exide Technologies will generate free cash flow in the near term as a result of its restructuring and pricing initiatives and that financial metrics, which have improved meaningfully over the past year, will remain supportive of the B3 rating. While demand for automotive batteries will remain cyclical, particularly for OEM applications, Exide Technologies' performance should benefit from its diversification; 80% of revenue is derived from industrial and aftermarket transportation battery sales and about 60% of revenue is derived from non-US sources. The cost of lead, which is a principal material used in battery fabrication, has been volatile, and during periods of peak commodity prices has been a significant drain on Exide Technologies' liquidity. Yet with improved pass through of raw material costs in customer pricing arrangements, Exide Technologies should be better able to sustain profits. For the fiscal year ended March 31, 2008, Debt/EBITDA was approximately 4.4x and interest coverage approximated 1.1x. Exide's liquidity is adequate and should also provide stability for the rating; cash on hand at March 31, 2008 was $90 million and the company had $136 million of availability under its revolving credit facility. Ratings upgraded: Exide Technologies, Inc. -- Corporate Family Rating to B3 from Caa1; -- Probability of Default Rating to B3 from Caa1; -- $200 million asset based revolving credit facility, to Ba2 from Ba3 -- $290 million of senior secured junior-lien notes due March 2013 to B3 (LGD3, 44%) from Caa1; Exide Technologies, Inc. and its foreign subsidiary Exide Global Holdings Netherlands CV: -- $130 million senior secured term loan at Exide Technologies, Inc. to Ba3 (LGD2, 15%) from B1; -- $165 million senior secured term loan at Exide Global Holdings Netherlands CV to Ba3 (LGD2, 15%) from B1. The last rating action was on March 4, 2008. Exide Technologies' existing $60 million floating rate convertible subordinated note due September 2013 are not rated by Moody's. In a January 2008 Special Comment, Moody's outlined the changes to its Loss-Given-Default methodology to recognize the favorable recovery experience of asset-based loans relative to other types of senior secured first-lien loans. The terms of Exide Technologies' ABL meet the eligibility requirements outlined in the Special Comment and, therefore, its rating is Ba2, which is one notch higher than would otherwise have been indicated by the LGD waterfall. Headquartered in Alpharetta, Georgia, Exide Technologies, Inc. is one of the largest global manufacturers of lead acid batteries, with net sales approximating $3.7 billion. The company manufactures and supplies lead acid batteries for transportation and industrial applications worldwide. FAYE ESTATES: Case Summary & Four Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Faye Estates, LLC 6104 Paseo La Vista Woodland Hills, CA 91367 Bankruptcy Case No.: 08-14679 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: July 8, 2008 Court: Central District Of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: John L. Sun, Esq. 3550 Wilshire Blvd., Ste. 1250 Los Angeles, CA 90010 Tel: (213) 382-7205 Total Assets: $20,004,404 Total Debts: $12,270,662 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Los Angeles County Tax property taxes: $47,703 Collector 225 N. Hill St. P.O. Box 54018 Los Angeles, CA 90012 Los Angeles, CA 90054 Tel: (888) 807-2111 Latham & Watkins, LLP legal services $36,672 55 S. Grand Ave. Los Angeles, CA 90071-1560 Tel: (213) 485-1234 Los Angeles County Dept. of permit fees $23,000 Regional Planning 320 W. Temple St. Los Angeles, CA 90012 Don Baker legal services $10,228 FREMONT GENERAL: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Fremont General Corporation delivered to the United States Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $362,227,537 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $326,529,372 Unsecured Nonpriority Claims ----------- ------------ TOTAL $362,227,537 $326,529,372 When the Debtor filed for protection from its creditors, it listed total assets of $643,197,000 and total debts of $320,630,000. Tiffany Kary of Bloomberg News reports that the Debtor's co- counsel, Scott H. Yun, Esq., at Stutman Treister & Glat, said the assets and debts in the initial court filing were for the period Sept. 30, 2007. The estimates exclude potential recoveries from lawsuits, Ms. Kary adds. About Fremont General Headquartered in Brea, California, Fremont General Corp. (OTC: FMNT) -- http://www.fremontgeneral.com/-- is a financial services holding company. The company is engaged in deposit gathering through a retail branch network located in the coastal and Central Valley regions of Southern California through Fremont Investment & Loan. Fremont Investment & Loan funds its operations through deposit accounts sourced through its 22 retail banking branches which are insured up to the maximum legal limit by the FDIC. Fremont General Corp. owns 100% of the common stock of Fremon General Credit Corporation, which in turn owns 100% of the common stock of Fremont Investment & Loan Bank. The bank has 22 retail banking branches offering a variety of savings and money market products well as certificates of deposits across its 22 branch network. Customer deposits remain fully insured by the FDIC up to at least $100,000 and retirement accounts remain insured separately up to an additional $250,000. Fremont General Corp. filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No.: 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, represent the Debtor in its restructuring efforts. The Debtor selected Kurtzman Carson Consultants LLC as its claims agent. FUTURE MEDIA: Bankruptcy Court Erred in Default Interest Ruling --------------------------------------------------------------- The U.S. Court of Appeals for the Ninth Circuit found that the U.S. Bankruptcy Court for the Central District of California applied the wrong rule on Future Media Productions Inc.'s chapter 11 case, ABI World says, citing Bankruptcy Law 360. The appellate court said that the bankruptcy court should have not directed the Debtor to pay default interest and attorneys' fees to General Electric Capital Corporation, ABI World relates. The appellate court ordered the bankruptcy court to adopt the rule on default interests followed by most federal court before it decides if payment of attorneys' fees was proper, ABI World writes. ABI World notes that GE Capital was an oversecured creditor which agreed to extend $10.5 million, plus $5 million revolving credit to the Debtor in August 2004. Under a loan agreement, the Debtor was obligated to pay higher interest rates upon default. The agreement also calls for the Debtor to pay attorneys' fees and costs incurred during any dispute regarding the loan, ABI World says. Use of GE Capital's Cash Collateral Future Media obtained court approval on a stipulation authorizing the use of cash collateral securing repayment of its debts to GE Capital and SLA Incorporated. Pursuant to the stipulation, GE allowed the Debtor to use its cash collateral from Feb. 14, 2006, to April 17, 2006. The Debtor owes GE about $5.4 million on account of a prepetition loan. The loan is secured by a first priority lien and security interest on substantially all of the Debtors' assets. SLA asserts an $850,000 claim against the Debtor's estate, which is secured by an alleged second priority interest in the Debtor's assets. GE allowed the Debtor to use its cash collateral provided that the Debtor will sell substantially all of its assets by Feb. 19, 2006, for at least $7.6 million. GE Capital Reserve A GE Capital reserve was used to fund the Debtor's plan. As of May 31, 2006, the Debtor's cash on hand was about $1.6 million, including the $50,000 GE Capital Reserve. The Debtor was indebted to General Electric Capital Corporation for more than $5.3 million. The Debtor has paid all its debts to GE, including its disputed default interest amounting to $164,995. The GE Capital reserve is maintained for any additional attorneys' fees to which GE Capital may be entitled. About Future Media Headquartered in Valencia, California, Future Media Productions, Inc. -- http://www.fmpi.com/-- provides CD and DVD replication and packaging services on the West Coast. The Company filed for chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case No. 06-10170). David I. Neale, Esq. at Levene, Neale, Bender, Rankin & Brill, LLP, represented the Debtor in its restructuring efforts. Pachulski Stang Ziehl Young Jones & Weintraub LLP represented the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $12,370,783 in total assets and $30,650,669 in total debts. The Debtor's chapter 11 plan of liquidation was confirmed in 2007. GENERAL MOTORS: Denies Rumors on Further Brands Sale to Cut Costs ----------------------------------------------------------------- Mark LaNeve, General Motor Corp.'s head of sales, denied speculations that the largest U.S. car manufacturer intends to sell or close more brands, an alternative that would streamline costs, The Wall Street Journal relates, citing a letter to dealers obtained by Down Jones Newswires. The letter was in response to a WSJ news story on Monday that cited unnamed sources. Mr. LaNeve's letter recounts that it has no plans to sell the Saturn brands as the paper reported. Although the company has dropped the Ion, sales for the Aura, Vue, Outlook, and Astra is going better. As disclosed in the Troubled Company Reporter on July 2, 2008, The Saturn division had strong sales in June with Sky total sales up 62%, Aura up 41% and Vue up 40%. The Astra had sales of nearly 900 vehicles. GM's popular crossover Buick Enclave, GMC Acadia and Saturn Outlook together accounted for more than 8,800 vehicle sales in the month as demand for the vehicles continues to strain available supply. As disclosed in the Troubled Company Reporter on June 26, 2008, GM hired Citibank to evaluate strategic alternatives for the automaker's Hummer brand, including the assessment of prospective buyers, Reuters reports, citing GM's U.S. sales chief Mark LaNeve. GM CEO Rick Wagoner said the move is in response to the rapid rise n oil prices and the resulting changes in the U.S., changes that it believes are more structural than cyclical. Sales of the Hummer brand dropped 62% in May, compared with May 2007 and sales of the brand were off 36% January through May. Mr. LaNeve also stated in the letter to dealers that GM's June sales were higher than Ford, Chrysler and Toyota on a year-over- year basis. Saturn sales were up 9% retail. Mr. LaNeve urged dealers to focus on sales and customers. He insisted that due to the automotive industry downturn, rumors abound. He has asked dealers to contact him directly for any questions. A full-text copy of Mark LaNeve's Letter to GM Dealers obtained by Dow Jones Newswires is available for free at: http://bankrupt.com/misc/MarkLaNeveLettertoDealers.doc Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. At March 31, 2008, GM's balance sheet showed total assets of $145,741,000,000 and total debts of $186,784,000,000, resulting in a stockholders' deficit of $41,043,000,000. Deficit, at Dec. 31, 2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000, respectively. * * * As reported in the Troubled Company Reporter on June 24, 2008, DBRS has placed the ratings of General Motors Corporation and General Motors of Canada Limited Under Review with Negative Implications. The rating action reflects the structural deterioration of the company's operations in North America brought on by high oil prices and a slowing U.S. economy. Standard & Poor's Ratings Services is placing its corporate credit ratings on the three U.S. automakers, General Motors Corp., Ford Motor Co., and Chrysler LLC, on CreditWatch with negative implications, citing the need to evaluate the financial damage being inflicted by deteriorating U.S. industry conditions--largely as a result of high gasoline prices. Included in the CreditWatch placement are the finance units Ford Motor Credit Co. and DaimlerChrysler Financial Services Americas LLC, as well as GM's 49%-owned finance affiliate GMAC LLC. As related in the Troubled Company Reporter on June 5, 2008, Standard & Poor's Ratings Services said that its ratings on General Motors Corp. (B/Negative/B-3) are not immediately affected by the company's announcement that it will cease production at four North American truck plants over the next two years. These closures are in response to the re-energized shift in consumer demand away from light trucks. GM previously said only one shift was being eliminated at each of the four truck plants. Production is being increased at plants producing small and midsize cars, but the cash contribution margin from these smaller vehicles is far less than that of light trucks. GS MORTGAGE: S&P Puts 'BB' Rating Under Neg. Watch on J Certs. -------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on nine classes from GS Mortgage Securities Trust 2007-GKK1 on CreditWatch with negative implications. Concurrently, the ratings on two other classes from this transaction remain on CreditWatch with negative implications, where they were placed on May 28, 2008. The CreditWatch placements follow a preliminary analysis of the transaction, which included an examination of the current credit characteristics of the pool of assets. The other two CreditWatch placements followed a reassessment of the recovery rates assigned to these commercial mortgage-backed securities transactions. The CMBS transactions that collateralize the transaction have a weighted average rating of 'BBB'. The preliminary analysis incorporated Standard & Poor's revised recovery rate assumptions for CMBS securities. Standard & Poor's will the resolve the CreditWatch negative placements following a full analysis of the transaction. Ratings Placed on Creditwatch Negative GS Mortgage Securities Trust 2007-GKK1 Commercial mortgage-backed securities pass-through certificates Rating ------ Class To From ----- -- ---- A-2 AAA/Watch Neg AAA B AA/Watch Neg AA C A+/Watch Neg A+ D A/Watch Neg A E A-/Watch Neg A- F BBB+/Watch Neg BBB+ G BBB/Watch Neg BBB H BBB-/Watch Neg BBB- J BB/Watch Neg BB Ratings Remaining on Creditwatch Negative GS Mortgage Securities Trust 2007-GKK1 Commercial mortgage-backed securities pass-through certificates Class Rating ----- ------ K B/Watch Neg L B-/Watch Neg HARBORVIEW MORTGAGE: S&P Junks Ratings on Three Classes of Certs. ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on five classes of mortgage loan pass-through certificates from HarborView Mortgage Loan Trust 2006-12. At the same time, S&P affirmed the ratings on the remaining 10 classes from this transaction. The lowered ratings reflect a steady increase in the dollar amount of loans in the transaction's delinquency pipeline over the past six months, combined with deterioration in credit support due to realized losses. The high levels of total delinquencies and severe delinquencies (90-plus days, foreclosures, and REOs) in this transaction indicate that losses will continue to increase and further erode available credit support. Severe delinquencies for series 2004-12 have risen by 243% over the past six remittance periods to $588.911 million. As of the June 2008 remittance period, cumulative losses for this transaction are currently 0.20%. Total delinquencies were 21.36% of the current principal balance, while severe delinquencies were 14.65% of the current principal balance. The affirmations reflect current and projected credit support percentages that are sufficient to support the certificates at their current rating levels. The initial credit enhancement percentages meet or exceed the amount required for the affirmed ratings. Subordination, excess spread, and overcollateralization provide credit support for this transaction. The underlying collateral for the series consists primarily of adjustable-rate, conventional mortgage loans secured by first liens on one- to four-family residential properties. Ratings Lowered HarborView Mortgage Loan Trust 2006-12 Mortgage loan pass-through certificates Rating ------ Class CUSIP To From ----- ----- -- ---- B-3 41162DAL3 BBB AA- B-4 41162DAM1 B A+ B-5 41162DAN9 CCC A- B-6 41162DAP4 CC BBB B-7 41162DAQ2 CC BBB- Ratings Affirmed HarborView Mortgage Loan Trust 2006-12 Mortgage loan pass-through certificates Class CUSIP Rating ----- ----- ------ 1A-1A 41162DAA7 AAA 2A-1A1 41162DAB5 AAA 2A-1A2 41162DAC3 AAA 2A-1A3 41162DAD1 AAA 2A-1B 41162DAE9 AAA 2A-2A 41162DAF6 AAA 2A-2B 41162DAG4 AAA 2A-2C 41162DAH2 AAA B-1 41162DAJ8 AA+ B-2 41162DAK5 AA HEALTHSOUTH CORP: Acquires Rehabilitation Unit at Columbia Medical ------------------------------------------------------------------ HealthSouth Corporation entered into a definitive agreement to acquire a 30-bed inpatient rehabilitation unit at the Medical Center of Arlington in Texas. The unit is owned by Columbia Medical Center of Arlington Subsidiary L.P. Once the transaction is complete, the unit's operations will relocate to HealthSouth Rehabilitation Hospital of Arlington. "We are very pleased to be able to offer HealthSouth's high quality services to more patients in the Arlington area," said Jay Grinney, HealthSouth's president and chief executive officer. "The Medical Center of Arlington has provided exceptional rehabilitative care to patients in this community for many years and we look forward to continuing this tradition." The closing of the transaction is subject to certain state and federal regulatory approvals and is expected to take place in the third quarter of 2008. About HealthSouth Corp. Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE: HLS) -- http://www.healthsouth.com/-- provides inpatient rehabilitation services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves more than 250,000 patients annually through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. As reported in the Troubled company Reporter on May 9, 2008, HealthSouth Corporation 's balance sheet at March 31, 2008, showed $2.0 billion in total assets, $3.1 billion in total liabilities, $85.7 million in minority interest in equity of consolidated affiliates, and $387.4 million in convertible perpetual preferred stock, resulting in a $1.5 billion total stockholders' deficit. The company's consolidated balance sheet at March 31, 2008, also showed strained liquidity with $697.5 million in total current assets available to pay $911.9 million in total current liabilities. HEXION SPECIALTY: Balks at Huntsman's Merger Termination Extension ------------------------------------------------------------------ Hexion Specialty Chemicals, Inc. issued a statement in response to Huntsman Corporation's decision to extend the merger agreement termination date and to the counterclaims filed against Hexion in the Delaware Court of Chancery. As disclosed in the Troubled Company Reporter on July 3, 2008, Huntsman's board of directors, unanimously, provisionally authorized Huntsman Corp. to exercise its right to extend the merger agreement with Hexion Specialty by an additional ninety days to Oct. 2, 2008, as permitted by the terms of the merger agreement. Huntsman also filed its answer and counterclaims to the Hexion suit in Delaware and has asked the court to expedite the proceedings, including by granting expedited discovery and trial. Huntsman asked the Delaware court to declare that the premature and inappropriately released Duff & Phelps opinion does not excuse Hexion from its obligations, that it will in fact be possible to provide Hexion's lenders with assurance of solvency, and to declare that no material adverse effect has occurred under the merger agreement. Huntsman asked the court to enjoin Hexion from continuing to breach the merger agreement and to order Hexion to specifically perform its obligations under the merger agreement. Under the merger agreement, Huntsman is permitted to extend the termination date until Oct. 2, 2008, only if its Board of Directors determines in good faith that there is an objectively reasonable probability that the transaction can be completed in that time frame. "We do not understand how Huntsman's Board of Directors could in good faith make that determination," Craig O. Morrison, Hexion's Chairman, President and CEO said. "There is no factual basis to conclude that the combined company would be solvent. As a result, the merger is not viable. We also believe that Huntsman has suffered a material adverse effect in its business. Nevertheless, we continue to meet our contractual obligations as demonstrated by the European Commission's decision on Monday to approve the Hexion-Huntsman merger." "Huntsman's counterclaims are without merit," Mr. Morrison further noted. "Although we have asked repeatedly for Huntsman's permission to unseal our Delaware complaint, and have supplied Huntsman with background supporting the Duff & Phelps opinion, they have so far refused to allow their shareholders to see the factual basis for our claims. We remain confident that we will prevail." "Hexion is very well positioned to service its customers and to compete and grow globally," Mr. Morrison continued. "We have a long-dated, stable capital structure and have more than $475 million of liquidity." Background As reported by the Troubled Company Repoter on July 13, 2007, Huntsman greed to a definitive merger agreement with Hexion Specialty, pursuant to a transaction with a total value of approximately $10.6 billion, including the assumption of debt. Under the terms of the agreement, Hexion will acquire all of the outstanding common stock of Huntsman for $28 per share in cash. The agreement also provides that the cash price per share to be paid by Hexion will increase at the rate of 8% per annum beginning 270 days from July 12, 2007. Huntsman has terminated the merger agreement with Basell AF believing that the Hexion transaction was a superior proposal. The Hexion deal was unanimously approved by the board of directors of Huntsman. The transaction is subject to customary closing conditions, including regulatory approval in the U.S. and in Europe, well as the approval of Huntsman shareholders. Entities controlled by MatlinPatterson and the Huntsman family and a Huntsman charitable trust, who collectively own approximately 57% of Huntsman's common stock, have agreed to vote in favor of the transaction. The transaction is not subject to a financing condition and commitments have been obtained by Hexion for all necessary debt financing from affiliates of Credit Suisse and Deutsche Bank AG. Hexion will have up to 12 months, subject to a 90 day extension by the Huntsman board under certain circumstances, to close the transaction. Merrill Lynch & Co. and Cowen and Company LLC acted as financial advisors to Huntsman. Vinson & Elkins L.L.P. and Shearman and Sterling LLP acted as legal advisors to Huntsman. Extension of Merger Termination Date On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman that it will exercise its right to extend the termination date by 90 days from April 5 to July 4, 2008. On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an option under its merger agreement with Huntsman Corporation dated as of July 12, 2007, extending the merger agreement termination date by 90 days, to 5:00 p.m. Houston time on July 4, 2008. Hexion's Lawsuit to Cancel Merger On June 19, the TCR reported that Hexion and related entities filed a suit in the Delaware Court of Chancery to cancel the agreement. Hexion said in the suit that it believes that the capital structure agreed to by Huntsman and Hexion for the combined company is no longer viable because of Huntsman's increased net debt and its lower than expected earnings. While both companies individually are solvent, Hexion believes that consummating the merger on the basis of the capital structure agreed to with Huntsman would render the combined company insolvent. Comments and Responses Hexion said that the company and Apollo Management L.P. received a letter from Peter Huntsman, Huntsman Corporation's president and CEO, stating that their actions were inconsistent with the terms of the merger agreement. Huntsman is violating its obligations to Huntsman Corp. by seeking to cancel the transaction, Bloomberg relates according to Mr. Huntsman. Mr. Huntsman reportedly stated that the actions appear to be a blatant attempt to deprive its shareholders of the benefits of the Merger Agreement that was agreed to nearly a year ago. Huntsman's Countersuit Reports say Huntsman has filed a countersuit against Apollo Management and two of its founders in Texas state court, alleging interference with its merger with Hexion Specialty Chemicals, an Apollo company. Huntsman is seeking a jury trial in Texas to determine liability for "actual damages exceeding USD 3 bn, plus exemplary damages," according to Plasteurope (Germany). In response, Hexion said: "It is unfortunate that Huntsman has chosen to file a baseless lawsuit against Apollo and to personally sue two of its principals. Huntsman's Texas suit violates a clear provision of the merger agreement which requires that any litigation be brought exclusively in the State of Delaware. As we alleged in our suit, primarily due to Huntsman's underperformance, we believe that consummating the merger on the basis of the capital structure agreed to with Huntsman would render the combined company insolvent. In fact, Huntsman's suit does not dispute that the combined company would be insolvent. We believe Huntsman's lawsuit is wholly without merit." About Huntsman Corporation Headquartered in Salt Lake City, Utah, Huntsman Corporation (NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of differentiated chemical products and inorganic chemical products. The company operates in four segments: Polyurethanes, Materials and Effects, Performance Products and Pigments. Its products are used in a range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non- durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. About Hexion Specialty Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. -- http://www.hexionchem.com/-- is a producer of thermosetting resins, or thermosets. Thermosets are a critical ingredient in virtually all paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management L.P. Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008, showed the company had total assets of $4.2 billion and total liabilities of $5.5 billion, resulting in a shareholders' deficit of $1.3 billion. HSN INC: S&P Assigns 'BB' Corp. Credit Rating with Stable Outlook ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' corporate credit rating, with a stable outlook, to TV shopping and catalog retailer HSN Inc. At the same time, S&P assigned a bank loan rating of 'BBB-' and a recovery rating of '1' to HSN Inc.'s proposed $300 million senior secured credit facilities. The '1' recovery rating indicates our expectation of very high (90% to 100%) recovery in the event of a payment default. The credit facilities consist of a $150 million revolving credit facility and a $150 million term loan A, both due 2013. S&P also assigned an issue-level rating of 'BB' and a recovery rating of '3' to the company's proposed $250 million senior notes due 2016. The '3' recovery rating indicates expectation of meaningful (50% to 70%) recovery in the event of a payment default. Proceeds from the proposed transactions will be used to fund a special dividend to IAC/InterActiveCorp as part of the spin-off of HSN Inc. from IAC. Pro forma for the transaction, including the dividend and the senior note offering, total debt outstanding as of March 31, 2008, was $400 million. "The rating on HSN Inc. reflects the intense industry rivalry among retailers, the company's inconsistent operating performance over the past several years, and its declining profit margins," said Standard & Poor's credit analyst Andy Liu. "These factors are partially offset by high barriers to entry in TV shopping, moderate debt leverage, and positive discretionary cash flow." St. Petersburg, Florida-based HSN Inc. consists of two main operations: HSN and Cornerstone Brands. HSN is a TV shopping retailer of consumer products. Cornerstone is a catalog-based retailer of home and apparel products. HUNTSMAN CORP: Hexion Balks at Oct. 2 Extension Under Merger Pact ----------------------------------------------------------------- Hexion Specialty Chemicals, Inc. issued a statement in response to Huntsman Corporation's decision to extend the merger agreement termination date and to the counterclaims filed against Hexion in the Delaware Court of Chancery. As disclosed in the Troubled Company Reporter on July 3, 2008, Huntsman's board of directors, unanimously, provisionally authorized Huntsman Corp. to exercise its right to extend the merger agreement with Hexion Specialty by an additional ninety days to Oct. 2, 2008, as permitted by the terms of the merger agreement. Huntsman also filed its answer and counterclaims to the Hexion suit in Delaware and has asked the court to expedite the proceedings, including by granting expedited discovery and trial. Huntsman asked the Delaware court to declare that the premature and inappropriately released Duff & Phelps opinion does not excuse Hexion from its obligations, that it will in fact be possible to provide Hexion's lenders with assurance of solvency, and to declare that no material adverse effect has occurred under the merger agreement. Huntsman asked the court to enjoin Hexion from continuing to breach the merger agreement and to order Hexion to specifically perform its obligations under the merger agreement. Under the merger agreement, Huntsman is permitted to extend the termination date until Oct. 2, 2008, only if its Board of Directors determines in good faith that there is an objectively reasonable probability that the transaction can be completed in that time frame. "We do not understand how Huntsman's Board of Directors could in good faith make that determination," Craig O. Morrison, Hexion's Chairman, President and CEO said. "There is no factual basis to conclude that the combined company would be solvent. As a result, the merger is not viable. We also believe that Huntsman has suffered a material adverse effect in its business. Nevertheless, we continue to meet our contractual obligations as demonstrated by the European Commission's decision on Monday to approve the Hexion-Huntsman merger." "Huntsman's counterclaims are without merit," Mr. Morrison further noted. "Although we have asked repeatedly for Huntsman's permission to unseal our Delaware complaint, and have supplied Huntsman with background supporting the Duff & Phelps opinion, they have so far refused to allow their shareholders to see the factual basis for our claims. We remain confident that we will prevail." "Hexion is very well positioned to service its customers and to compete and grow globally," Mr. Morrison continued. "We have a long-dated, stable capital structure and have more than $475 million of liquidity." Background As reported by the Troubled Company Repoter on July 13, 2007, Huntsman greed to a definitive merger agreement with Hexion Specialty, pursuant to a transaction with a total value of approximately $10.6 billion, including the assumption of debt. Under the terms of the agreement, Hexion will acquire all of the outstanding common stock of Huntsman for $28 per share in cash. The agreement also provides that the cash price per share to be paid by Hexion will increase at the rate of 8% per annum beginning 270 days from July 12, 2007. Huntsman has terminated the merger agreement with Basell AF believing that the Hexion transaction was a superior proposal. The Hexion deal was unanimously approved by the board of directors of Huntsman. The transaction is subject to customary closing conditions, including regulatory approval in the U.S. and in Europe, well as the approval of Huntsman shareholders. Entities controlled by MatlinPatterson and the Huntsman family and a Huntsman charitable trust, who collectively own approximately 57% of Huntsman's common stock, have agreed to vote in favor of the transaction. The transaction is not subject to a financing condition and commitments have been obtained by Hexion for all necessary debt financing from affiliates of Credit Suisse and Deutsche Bank AG. Hexion will have up to 12 months, subject to a 90 day extension by the Huntsman board under certain circumstances, to close the transaction. Merrill Lynch & Co. and Cowen and Company LLC acted as financial advisors to Huntsman. Vinson & Elkins L.L.P. and Shearman and Sterling LLP acted as legal advisors to Huntsman. Extension of Merger Termination Date On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman that it will exercise its right to extend the termination date by 90 days from April 5 to July 4, 2008. On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an option under its merger agreement with Huntsman Corporation dated as of July 12, 2007, extending the merger agreement termination date by 90 days, to 5:00 p.m. Houston time on July 4, 2008. Hexion's Lawsuit to Cancel Merger On June 19, the TCR reported that Hexion and related entities filed a suit in the Delaware Court of Chancery to cancel the agreement. Hexion said in the suit that it believes that the capital structure agreed to by Huntsman and Hexion for the combined company is no longer viable because of Huntsman's increased net debt and its lower than expected earnings. While both companies individually are solvent, Hexion believes that consummating the merger on the basis of the capital structure agreed to with Huntsman would render the combined company insolvent. Comments and Responses Hexion said that the company and Apollo Management L.P. received a letter from Peter Huntsman, Huntsman Corporation's president and CEO, stating that their actions were inconsistent with the terms of the merger agreement. Huntsman is violating its obligations to Huntsman Corp. by seeking to cancel the transaction, Bloomberg relates according to Mr. Huntsman. Mr. Huntsman reportedly stated that the actions appear to be a blatant attempt to deprive its shareholders of the benefits of the Merger Agreement that was agreed to nearly a year ago. Huntsman's Countersuit Reports say Huntsman has filed a countersuit against Apollo Management and two of its founders in Texas state court, alleging interference with its merger with Hexion Specialty Chemicals, an Apollo company. Huntsman is seeking a jury trial in Texas to determine liability for "actual damages exceeding USD 3 bn, plus exemplary damages," according to Plasteurope (Germany). In response, Hexion said: "It is unfortunate that Huntsman has chosen to file a baseless lawsuit against Apollo and to personally sue two of its principals. Huntsman's Texas suit violates a clear provision of the merger agreement which requires that any litigation be brought exclusively in the State of Delaware. As we alleged in our suit, primarily due to Huntsman's underperformance, we believe that consummating the merger on the basis of the capital structure agreed to with Huntsman would render the combined company insolvent. In fact, Huntsman's suit does not dispute that the combined company would be insolvent. We believe Huntsman's lawsuit is wholly without merit." About Hexion Specialty Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. -- http://www.hexionchem.com/-- is a producer of thermosetting resins, or thermosets. Thermosets are a critical ingredient in virtually all paints, coatings, glues and other adhesives produced for consumer or industrial uses. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management L.P. About Huntsman Corporation Headquartered in Salt Lake City, Utah, Huntsman Corporation (NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of differentiated chemical products and inorganic chemical products. The company operates in four segments: Polyurethanes, Materials and Effects, Performance Products and Pigments. Its products are used in a range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non- durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. * * * Moody's Investor Service placed Huntsman Corporation's corporate family rating at Ba3 in June 2007. The rating still holds to date. H&W MOTORS: Owner to Serve 10 Years in Prison for Bankruptcy Fraud ------------------------------------------------------------------ A federa court in Cedar Rapids, Iowa sentenced Roger Waldner to 10 years in prison after he pleaded guilty to two counts of lying to creditors in H&W Motor Express' chapter 11 case, the Associated Press says. The 10-year imprisonment is the longest sentence ever imposed in Cedar Rapids court, AP states. Prosecutors said that Mr. Waldner transferred at least $1 million to his other companies before placing H&W into bankruptcy, AP relates. Mr. Waldner is must pay $1.7 million in restitution, AP adds. H&W Motor Express is a privately held trucking company that filed its Chapter 11 petition on June 12, 2002 (Bankr. N.D. Iowa Case No. 02-02017). INDYMAC BANCORP: Says Bank Experiencing Abnormal Withdrawals ------------------------------------------------------------ Reuters' Jonathan Stempel and Jennifer Martinez report that mortgage lender IndyMac Bancorp Inc. said yesterday that the bank has been experiencing above normal cash withdrals "since a key U.S. senator questioned its ability to survive the housing crisis." Sen. Charles Schumer, who chairs the Congress's Joint Economic Committee, raised concerns late last month about a possible collapse of the bank. Mr. Schumer reiterated his concerns recently. The report adds that U.S. regulators are concerned because more than $17 billion of the bank's deposits carry federal insurance. The FDIC has $52.8 billion in its insurance fund to cover bank failures. IndyMac disclosed it was "working with regulators on a new business plan after losing $896 million in the nine months to March 31." Reuters adds that IndyMac has set in motion a plan to eliminate 3,800 jobs, or 53 percent of its workforce, and stop offering most home loans. It has also projected a loss in the second quarter larger than the $184.2 million loss it posted for January to March. According to the Reuters story, Prospect Mortgage, a Northbrook, Illinois-based affiliate of private equity fund Sterling Partners, said it agreed to buy more than 60 IndyMac retail mortgage branches, which employ 750 people, for an undisclosed price. TheStreet.com adds that "without raising money, which the company said it has been unsuccessful in doing, or selling significant pieces of business, IndyMac will have a difficult time surviving the next several quarters." About Indymac Bancorp Headquartered in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) -- http://www.indymacbank.com/-- is the holding company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that originates mortgages in all 50 states of the United States. Indymac Bank provides financing for the acquisition, development, and improvement of single-family homes. Indymac also provides financing secured by single-family homes and other banking products to facilitate consumers' personal financial goals. The company facilitates the acquisition, development, and improvement of single-family homes through the electronic mortgage information and transaction system platform that automates underwriting, risk- based pricing and rate locking via the internet at the point of sale. Indymac Bank offers mortgage products and services that are tailored to meet the needs of both consumers and mortgage professionals. Indymac operates through two segments: mortgage banking and thrift. In the first quarter, IndyMac was the 11th-largest producer of U.S. home mortgages, the Wall Street Journal says, citing Inside Mortgage Finance, a trade publication. * * * As reported by the Troubled Company Reporter on May 15, 2008, Fitch Ratings downgraded the long-term Issuer Default Ratings of Indymac and its wholly owned bank subsidiary Indymac Bank FSB (bank), and placed those ratings on Rating Watch Negative: -- Long-term IDR to 'B-' from 'BB'; -- Short-term IDR to 'C' from 'B'; -- Individual to 'D/E' from 'C/D'. Fitch's action reflects the company's challenges in returning to profitability and decision to defer dividend payments on preferred stock issued by IMB and the bank. Approximately $19.9 billion of debt and deposits are involved in Fitch's rating action. The TCR also related on May 14, 2008, that Standard & Poor's Ratings Services lowered its rating on Indymac and its subsidiaries, including lowering the counterparty credit rating on Indymac to 'B/C' from 'BB+/B'. S&P also lowered its ratings on the rated preferred stock of both Indymac and IndyMac Bank FSB to 'D' in light of the bank's announcement that its board had voted to suspend dividend payments on these rated issues. The corporate credit ratings on both the bank and the holding company were placed on CreditWatch with negative implications. INDYMAC BANCORP: Sells Retail Mortgage Units to Prospect Mortgage ----------------------------------------------------------------- IndyMac Bancorp has signed an agreement with Prospect Mortgage in relation to the sale of the majority of its retail mortgage branches. Terms of the transaction were not disclosed. The transaction encompasses approximately 750 employees along with more than 60 branch offices which will be re-branded as Prospect Mortgage. John Johnston and Ron Bergum will remain in leadership roles with the retail branch group and report to Mark Filler, CEO of Prospect Mortgage. "The IndyMac transaction benefits our loan officers, customers, sales managers and referral sources," Mr. Filler said. "This is growth for the right reasons, not just for the sake of growth. The IndyMac transaction will enable us to increase our investment and success in marketing, technology, and customer service levels." With completion of the IndyMac transaction, Prospect Mortgage projects that it will become one of the largest independent retail mortgage companies in the country. About Prospect Mortgage Headquartered in Northbrook, Illinois, Prospect Mortgage -- http://www.prospectmtg.com/-- specializes in acquiring midsized residential lenders, providing them with capital, cost- efficiencies, and increased resources while maintaining a decentralized, entrepreneurial business model. Established in 2006, Prospect is backed by Sterling Partners, a multibillion- dollar private equity fund based in Chicago and Baltimore. About Indymac Bancorp Headquartered in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) -- http://www.indymacbank.com/-- is the holding company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that originates mortgages in all 50 states of the United States. Indymac Bank provides financing for the acquisition, development, and improvement of single-family homes. Indymac also provides financing secured by single-family homes and other banking products to facilitate consumers' personal financial goals. The company facilitates the acquisition, development, and improvement of single-family homes through the electronic mortgage information and transaction system platform that automates underwriting, risk- based pricing and rate locking via the internet at the point of sale. Indymac Bank offers mortgage products and services that are tailored to meet the needs of both consumers and mortgage professionals. Indymac operates through two segments: mortgage banking and thrift. In the first quarter, IndyMac was the 11th-largest producer of U.S. home mortgages, the Wall Street Journal says, citing Inside Mortgage Finance, a trade publication. INDYMAC BANCORP: Fitch Junks Ratings on Weakening Capital Position ------------------------------------------------------------------ Fitch Ratings has downgraded the long-term Issuer Default Ratings of Indymac Bancorp Inc. and its wholly owned bank subsidiary, Indymac Bank FSB as: Indymac Bancorp Inc. -- Long-term IDR to 'CC' from 'B-'. Indymac Bank FSB -- Long-term IDR to 'CCC' from 'B'. The downgrade follows IMB's disclosure that, according to its regulators, the bank is no longer 'well capitalized'. Concurrent with this rating action, Fitch has removed all ratings from Rating Watch Negative. The Rating Outlook is Negative for IMB. The action reflects IMB's weakening capital position and likelihood that capital will not be raised from external sources. Internal capital generation is also significantly impaired as existing businesses are not profitable, new loan production has been curtailed and the company faces additional write-downs on its mortgage securities portfolio. IMB's 'E' Individual rating reflects a bank with very serious problems, which either requires or is likely to require external support. Fitch also notes that the bank would need to get FDIC approval to accept or renew brokered deposits, the vast majority of which are federally insured. Fitch continues to also differentiate the ratings of IMB and the bank as they have distinct regulatory oversight and legal structures. Fitch's downgrade of preferred stock issued by IMB and the bank reflects the uncertain recovery prospects for preferred shareholders which are driven by the priority claim on IMB's mortgage loans and securities by the Federal Home Loan Bank of San Francisco and obligations to the bank's insured depositors. Accordingly, Fitch has assigned average Recovery Ratings to the bank's uninsured deposits, which represents approximately $720 million, or 4% of total deposits. Fitch may downgrade IMB's ratings further should the company default on its obligations or is placed into receivership. Fitch has downgraded these ratings and removed them from Rating Watch Negative: Indymac Bancorp Inc. -- Long-term IDR to 'CC' from 'B-'; -- Individual to 'E' from 'D/E'. Indymac Bank FSB -- Long-term IDR to 'CCC' from 'B'; -- Long-term deposits to 'CCC/RR4' from 'B/RR4'; -- Preferred stock to 'C/RR6' from 'CCC-/RR/6' -- Individual to 'E' from 'D/E'. Indymac Capital Trust I -- Preferred stock to 'C/RR6' from 'CCC-/RR/6'. Fitch has also affirmed these ratings: Indymac Bank FSB -- Short-term IDR at 'C'; -- Short-term deposits at 'C'; -- Support at '5'; -- Support Floor at 'NF'. Indymac Bancorp Inc. -- Short-term IDR at 'C'; -- Support at '5'; -- Support Floor at 'NF'. INTERVAL ACQUISITION: Moody's Places Ba3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned a Corporate Family rating and Probability of Default rating of Ba3 to Interval Acquisition Corp., a subsidiary of Interval Leisure Group. Moody's also assigned a Baa3 rating to IAC's senior secured guaranteed bank revolver and term loan, a B1 rating to its senior unsecured guaranteed notes and a Speculative Grade Liquidity rating of SGL-1. The rating outlook is stable. ILG is expected to be spun-off from IAC/InterActiveCorp in August 2008. Initially, the net proceeds of the note offering will be placed in escrow; at the time of spin-off, net proceeds from the notes and term loan will be used pay to a dividend to IAC/Interactive. The Ba3 Corporate Family Rating reflects Interval Acquisition's small scale in terms of revenues and tangible assets, a reliance on key suppliers for a large portion of new members, and concentration in one business segment. ILG's ratings benefit from a stable number two market share position, above average profit margins, and low capital intensity that enables the company generate positive free cash flow. The company's pro-forma debt to EBITDA (3.2 times) and EBITDA to interest (3.5 times), based on Moody's standard analytic adjustments, are adequate for the rating category. The unsecured notes will be effectively subordinated to the secured bank facilities. As a result of the large amount of effectively junior debt relative to senior secured debt, the bank loan ratings have been notched above the CFR. The SGL-1 reflects the company's ability to generate cash flow in excess of capital spending and mandatory amortization. The company's $50 million committed revolving credit facility provides an ample level of alternate liquidity for unexpected contingencies or growth opportunities. Moody's expects the company will have solid headroom under its two financial covenants. Ratings assigned: Interval Acquisition Corp. -- Corporate Family rating at Ba3 -- Probability of Default rating at Ba3 -- $50 million senior secured guaranteed revolving credit facility at Baa3 (LGD2, 16%) -- $150 million senior secured guaranteed term loan at Baa3 (LGD2, 16%) -- $300 million senior unsecured guaranteed notes at B1 (LGD5, 71%) Speculative Grade Liquidity rating of SLG-1 Stable rating outlook. Interval Leisure Group is expected to be spun-off from IAC/InterActiveCorp to existing shareholders in August 2008. ILG is the second largest provider of membership services to the vacation ownership industry. ILG operates an exchange network consisting of more than 2,400 resorts located in over 75 countries; nearly two million owners of vacation interests were enrolled as members. Net revenues in the year ended 2007 were approximately $360 million. INTERVAL LEISURE: S&P Assigns 'BB' Credit Rating; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' corporate credit rating to Interval Leisure Group Inc. The rating outlook is stable. At the same time, Standard & Poor's assigned its issue-level and recovery ratings to the company's planned $200 million senior secured credit facilities and $300 proposed senior unsecured notes due 2016. The senior secured credit facilities, comprising a $150 million term loan A due 2013 and a $50 million revolving credit facility due 2013, were rated 'BBB-' with a recovery rating of '1', indicating that lenders can expect very high (90% to 100%) recovery in the event of a payment default. The proposed senior unsecured notes were rated 'BB' with a recovery rating of '3', indicating that lenders can expect meaningful (50% to 70%) recovery in the event of a payment default. Interval Acquisition Corp., an intermediate holding company subsidiary of Interval Leisure Group, will be the borrower under the planned credit facilities and notes. Interval will use proceeds from the credit facilities and notes primarily to fund a dividend to IAC/InterActiveCorp as part of Interval's spin-off from that company. "The 'BB' corporate credit rating reflects Interval's moderate debt leverage and meaningful customer concentrations with timeshare developers," said Standard & Poor's credit analyst Liz Fairbanks. "The company's moderately leveraged financial profile and satisfactory business profile temper these factors." Interval's strong position in a market with high barriers to entry, good EBITDA margins, and high levels of free cash flow support its satisfactory business profile. As the second-largest player in the timeshare exchange industry, Interval enjoys a somewhat protected market position as the primary external provider of timeshare exchange to owners of upscale vacation interests. Interval and its main competitor, Group RCI (a division of Wyndham Worldwide Corp.), share almost the entire market and serve distinct customer segments with limited overlap. The company also benefits from a largely recurring revenue stream. EBITDA margins, which have been in the 40% area over the last few years, will likely compress to the mid-30% area in 2008 because of the addition of a full year of ResortQuest Hawaii EBITDA, as well as expenses associated with operating as a stand-alone public company. Interval acquired ResortQuest Hawaii in May 2007 for about $110 million. JAMES RICE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: James Jeff Rice Misty Dawn Rice dba Rice & Rice LLC 31 Smithcove Road Candler, NC 28715 Bankruptcy Case No.: 08-10509 Chapter 11 Petition Date: July 1, 2008 Court: Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: Robert M. Pitts Pitts Hay & Hugenschmidt P.A. 137 Biltmore Avenue Asheville, NC 28801 Tel (828) 255-8085 Email pittsatty@phhlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition is available for free at http://bankrupt.com/misc/ncwb08-10509.pdf JEFFERSON COUNTY: Goldman to Replace Merrill Lynch in Debt Talks ---------------------------------------------------------------- The Jefferson County Commission voted to dismiss the advisors it hired to help resolve the county's $3.2 billion sewer debt crisis, The Birmingham News reports. The Commission dismissed current advisers Porter, White & Co., Merrill Lynch & Co., and Birmingham law firm Bradley Arant Rose & White as negotiators in their debt restructuring effort. They hired as replacement, Goldman, Sachs & Co.; Birmingham investment bank Sterne, Agee & Leach Inc. and Memphis-based investment firm Morgan Keegan & Co. The new group of advisers won't be paid unless they underwrite new county debt as part of a restructuring, according to Bloomberg News. They are expected to propose to the Jefferson County Commission to make countywide gaming as one option to raise money, according to Birmingham News. Commissioner Shelia Smoot said that using excess revenue from the 1 cent sales tax for school construction remains the county's top option for debt reduction. Those could include higher business license fees, and getting international investors to help solve the county's problems, according to her. Jefferson County attorneys and the bond insurers are in negotiations to reset the county's debt structure. Without restructuring, annual payments could soar to $250 million, Reuters reports. After several extensions, the county was scheduled to pay $47 million of its sewer debt on June 1 and another payment of $53 million due on July 1. As reported by the Troubled Company Reporter on June 5, 2008, the Commission unanimously approved an agreement to extend to Aug. 1 a $47 million sewer debt payment due to eight banks. Under the new agreement, the county will pay $10.6 million toward the principal owed to banks including Regions Bank and Bank of America Corp. The county's bond insurers would also pay $10.6 million of the debt. Jefferson County has $4.6 billion in overall debt, including $3.2 billion in sewer bonds. The county was required to post a collateral on interest-rate swaps tied to the bonds after a series of downgrades on the debt. Two of the firms that guarantee to make the payments on Jefferson County's sewer bonds in the event of default were FGIC Corp. and XL Capital Assurance Inc. FGIC insured $1.56 billion of Jefferson County auction-rate securities, and XL Capital backed $397 million of the bonds. XLCA said that as of June 2, 2008, the Company's exposure to Jefferson County was $810 million, net of reinsurance. XLCA has not established any loss reserves at this time in connection with Jefferson County. About Jefferson County Jefferson County has its seat in Birmingham. It has a population of 660,000. It ended its 2006 fiscal year with a $42.6 million general fund balance, according to Standard & Poor's. Patrick Darby, a lawyer with the Birmingham firm of Bradley Arant Rose & White, represents Jefferson County. Porter, White & Co. in Birmingham is the county's financial adviser. A bankruptcy by Jefferson County stands to be the largest municipal bankruptcy in U.S. history. * * * As reported by the Troubled Company Reporter on June 10, 2008, Standard & Poor's Ratings Services' ratings on Jefferson County, Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003 B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with developing implications. On April 1, 2008, Standard & Poor's lowered its SPUR on the county's variable-rate demand series 2003 B-2 through 2003 B-7 sewer revenue refunding warrants to 'D' from 'CCC' due to the sewer system's failure to make a principal payment on the bank warrants when due on April 1, 2008, in accordance with the terms of the standby warrant purchase agreement. JOHN CULP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: John L. Culp Deborah K. Culp 18612 77th St. Ct. KPS Longbranch, WA 98351 Bankruptcy Case No.: 08-4320 Chapter 11 Petition Date: July 2, 2008 Court: Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: William L. Beecher 732 Pacific Ave Tacoma, WA 98402 Tel (253) 627-0132 Fax (253) 572-3427 Email billbeecher@beecherandconniff.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition is available for free at http://bankrupt.com/misc/wawb08-43205.pdf JOHN FILIGHERA: Case Summary & Nine Largest Unsecured Creditors --------------------------------------------------------------- Debtor: John Filighera aka John Filighera and Associates 1010 Cass St., Ste. D8 Monterey, CA 93940-4515 Bankruptcy Case No.: 08-53549 Type of Business: The Debtor is engaged in real estate and mortgages. Chapter 11 Petition Date: July 3, 2008 Court: Northern District of California (San Jose) Debtor's Counsel: Judson T. Farley, Esq. Email: judsonfarley@sbcglobal.net 830 Bay Ave., Ste. B Capitola, CA 95010-2173 Tel: (831) 476-1766 Total Assets: $5,741,210 Total Debts: $5,162,099 A copy of John Filighera's petition is available for free at: http://bankrupt.com/misc/canb08-53549.pdf JOHN PAUL SMITH: Case Summary & 35 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: John Paul Smith 1902 Baldwin Road Whiteville, NC 28472 Bankruptcy Case No.: 08-04530 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- JPS Holdings LLC 08-04531 JPS Farms LLC 08-04532 Gurganus Milling LLC 08-04533 Type of Business: The Debtors build home. Chapter 11 Petition Date: July 7, 2008 Court: Eastern District of North Carolina (Wilson) Debtors' Counsel: Trawick H Stubbs, Jr., Esq. (efile@stubbsperdue.com) Stubbs & Perdue, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million A. A copy of the John Paul's lists of largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-04530.pdf B. A copy of the JPs Holdings' lists of largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-04531.pdf C. A copy of the JPS Farms' lists of largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-04532.pdf D. A copy of the Garganus Milling lists of largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-04533.pdf JOSE PEREZ: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Jose A. Perez Mirna E. Perez 8607 Shadow Crest Houston, TX 77074 Bankruptcy Case No.: 08-3430 Chapter 11 Petition Date: June 30, 2008 Court: Southern District of Texas (Houston) Debtor's Counsel: Brian M. Middleton One Arena Place 7322 SW Freeway, Suite 1980 Houston, TX 77074 Tel (713) 680-3296 Fax (713) 680-3242 Email bmiddletonlaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors. JOURNAL SENTINEL: Restructuring Cuts 130 Positions in Advertising ----------------------------------------------------------------- Journal Sentinel Inc. will reduce by about 10% its workforce of approximately 1,300 full time equivalent employees to address the impact of a challenging advertising environment. The restructuring will be accomplished through a combination of voluntary and involuntary separations well as managed attrition. The separations will be complete by the end of the year. Employees in both the voluntary and involuntary separation programs will receive both cash severance and a healthcare benefit. "Our advertising customers - especially car dealers, real estate agents, hiring officials, retailers and financial institutions - have been battered by a 'perfect storm' of deteriorating credit conditions, slowing home sales, contracting company size and higher gas prices," Elizabeth Brenner, president and chief operating officer of Journal Communications publishing group, said. "All of these forces have driven ad spending down." "As a result, Journal Sentinel ad revenues are running more than 12% below last year through May. At the same time, the costs of running our business are rising, with newsprint and fuel price increases becoming a concern," Ms. Brenner related. "As a local news organization, we reach 83% of our market every week through our print and online products," Ms. Brenner said. "Our challenge continues to be operating as efficiently as possible. We need to perform financially in a manner that enables us to invest in the future, and continue to serve our readers and advertisers with the quality products they expect." "We have successfully begun to change from a traditional newspaper company to an integrated multimedia company," Ms. Brenner continued. "We need to continue to support our exceptional print publications well as our developing online options and other commercial businesses." "This is a difficult and painful message, and it's being delivered at a time when our work has never been better," Ms. Brenner said. "We remain committed to growing our audience by providing the leading local coverage that has distinguished our organization." About Journal Sentinel Headquartered in Milwaukee, Wisconsin, Journal Sentinel (NYSE:JRN) -- http://www.jsonline.com/-- operates Milwaukee's newspaper, the Milwaukee Journal Sentinel, which was born in 1995 from the merger of two local newspapers with roots in the nineteenth century. The paper has a daily circulation of 230,000 and a Sunday circulation of more than 400,000. In addition to its print newspaper operations, the company operates an Internet division that produces the news site JS Online and an online subscription JUST GOLFING: Case Summary & Eight Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Just Ben Golfing, L.L.C. 245 Mountain View Drive Wetumpka, AL 36093 Bankruptcy Case No.: 08-31241 Chapter 11 Petition Date: July 7, 2008 Court: Middle District of Alabama (Montgomery) Debtors' Counsel: Britt-AM Griggs, Esq. (bkrp@parnellcrum.com) Parnell and Crum, P.A. P.O. Box 2180 Montgomery, AL 36102-2189 Tel: (334) 832-4200 Fax: (334) 293-3550 Estimated Assets: $1 million to $100 million Estimated Debts: $1 million to $100 million A copy of the Debtor's list of largest unsecured creditors is available for free at: http://bankrupt.com/misc/alamb08-31241.pdf LAKE MATHEWS: Section 341(a) Meeting Scheduled for July 28 ---------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Lake Mathews Venture LLC's creditors on July 28, 2008, at 2:30 p.m., at Room 100A, 3420 Twelfth Street, in Riverside, California. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Riverside, California-based Lake Mathews Venture LLC filed for Chapter 11 protection on June 3, 2008 (Bankr. C.D. Calif. Case No. 08-16554). Franklin C. Adams, Esq., at Best Best & Krieger LLP, represents the Debtor in its restructuring effots. When the Debtor filed for protection from its creditors, it listed total assets of $27,444,307, and total debts of $12,379,881. LAKE MATHEWS: Taps Best Best & Krieger as Bankruptcy Counsel ------------------------------------------------------------ Lake Mathews Venture LLC asks permission from the U.S. Bankruptcy Court for the Central District of California to employ Best Best & Krieger LLP as its general bankruptcy counsel. The firm will, among others, advise the Debtor with its duties as debtor-in-possession under the U.S. Bankruptcy Code, assist the Debtor in preparing and amending petitions, schedules, or financial statements, and assist the Debtor in the preparation of a disclosure statement and Chapter 11 plan of reorganization. Franklin Adams, Esq., a partner at the firm, tells the Court that the firm's professionals, including attorneys and legal assistants, will bill the Debtor $175 to $450 per hour for its services. Mr. Adams assures the Court that the firm is disinterested as that term is defined in Section 101(14) of the U.S. Bankruptcy Code. Riverside, California-based Lake Mathews Venture LLC filed for Chapter 11 protection on June 3, 2008 (Bankr. C.D. Calif. Case No. 08-16554). Franklin C. Adams, Esq., at Best Best & Krieger LLP, represents the Debtor in its restructuring effots. When the Debtor filed for protection from its creditors, it listed total assets of $27,444,307, and total debts of $12,379,881. LEVCOR INT'L: Mulls Reverse Stock Split to Cut Stockholders to 300 ------------------------------------------------------------------ LevCor International Inc. is considering a reverse stock split to reduce the recorded number of holders of the company's common stock to less than 300. As a result of the reverse stock split, 5,331,881 shares of the company's common stock currently issued and outstanding will be reduced to approximately 6 shares (subject to rounding and prior to fractional share repurchases) issued and outstanding. This will terminate the registration of the company's common stock under the Securities and Exchange Act of 1934 and terminate the company's responsibility to file periodic reports with the SEC. The tentative plan is for a reverse stock split where any holder holding less than the to be determined number of shares that will be exchanged for one share will not receive a fractional share but be cashed out. The company asked Weiser LLP to provide a summary of the range of potential cash payment amounts per share for the fractional shares to be held by stockholders arising from the reverse stock split. A full-text copy of Weiser's presentation is available for free at http://ResearchArchives.com/t/s?2f39 CEO Promissory Note The regulatory filing also indicates that Robert A. Levinson, CEO and chairman of Levcor, executed a promissory note, promising to pay to the order of JPMorgan Chase Bank, N.A., $1.5 million on its maturity date. Mr. Levinson promised to pay interest on each Interest Payment Date on the unpaid balance of the principal amount of each such Loan from and including the date of such Loan to Such Maturity Date at either (i) a floating rate per annum equal to the Prime Rate minus 1.00%, (ii) a fixed rate per annum equal to the Adjusted Libor Rate applicable to such Loan plus 1.45%, or (iii) a fixed rate per annum equal to the Money Market Rate applicable to such Loan. After the occurrence of an Event of Default, principal will bear interest from and including the date of such Event of Default until paid in full at a rate per annum equal to the Default Rate, such Interest to be payable on demand. Interest will be payable on the relevant Interest Payment Date and shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. Maturity Date means (i) with respect to a Prime Loan, the period commencing on the date such Prime Loan is made and ending on the date recorded by the Bank on its books, or if such day is not a Banking Day then on the immediately succeeding Banking Day, (ii) with respect to a Libor Loan, the last day of the period commencing on the date such Libor Loan is made and ending on the numerically corresponding day One, Two, Three, Six, Nine or Twelve calendar months thereafter, as recorded by the Bank on its books or if such day is not a Banking Day, then on the immediately succeeding Banking Day, and (iii) with respect to a Money Market Loan, the last day of the period commencing on the date such Money Market Loan is made and ending on the last day of the period for which such loan is offered, as recorded by the Bank on its books, or if such day is not a Banking Day, then on the immediately succeeding Banking Day; provided that if such Banking Day would fall in the next calendar month, such Maturity Date shall end on the immediately preceding Banking Day; and provided, further, that each such period which commences on the last Banking Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate calendar month. If the Bank will not have received notice to the contrary from Mr. Levinson at least three (3) Banking Days prior to the Maturity Date of a Libor Loan, the Bank may renew such Loan as a Libor Loan for a period with a duration equal to that then ending, provided that no such renewal shall be made if the number of months in the renewal period is greater than six. If the Bank will not have received notice to the contrary from the Borrower at least one (1) Banking Day prior to the Maturity Date of a Money Market Loan, the Bank may renew such Loan as a Prime Rate Loan. About Levcor Based in New York, Levcor International Inc. (LEVC.OB) engages in the manufacture, packaging, and distribution of buttons and other craft products for the home sewing and craft retail industry. Its products include buttons, embellishments, craft products and complimentary product lines, such as appliques, craft kits, and fashion and jewelry accessories. It sells its products to mass merchandisers, specialty chains, and independent retailers and wholesalers in the United States, Canada, and Europe. LILI RUBIN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Lili Rubin Investment Properties, L.L.C. 77 E. Missouri Ave., Ste. 41 Phoenix, AZ 85012 Bankruptcy Case No.: 08-08125 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: July 2, 2008 Court: District of Arizona (Phoenix) Debtor's Counsel: Randy Nussbaum, Esq. Email: rxn@jaburgwilk.com Jaburg & Wilk, P.C. 14500 N. Northsight Blvd., Ste. 116 Scottsdale, AZ 85260 Tel: (480) 609-0011 Fax: (480) 609-0016 http://www.jaburgwilk.com/ Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not submit a list of its largest unsecured creditors. LONGBRANCH SALOON: Closes Down, Court Names Case Trustee -------------------------------------------------------- Dan Wood, former manager of The Longbranch Saloon Enterprises Inc. confirmed that the club has shut down a few months after it filed a chapter 11 petition, Triangle Business Journal's Chris Coletta says. The Troubled Company Reporter on Feb. 25, 2008, said Longbranch Saloon filed for bankruptcy following a rent dispute involving the club's needed renovation in 2006 worth $300,000 required under a fire and building code. Mr. Wood said that the continued operation of the club is no longer viable since revenues coming in aren't enough, Business Journal reports. Court documents show that the Debtor is behind on taxes and its sound equipment has been removed, Business Journal notes. At the behest of the Debtor's counsel, Judge A. Thomas Small of the U.S. Bankruptcy Court for the Eastern District of North Carolina appointed Holmes Harden as case trustee, Business Journal reports. Raleigh, North Carolina-based Longbranch Saloon is a nightclub that offers country music. Fred Wilburn opened the Longbranch in 1982. The club filed for chapter 11 protection on Feb. 15, 2008 (Bankr. E.D. N.C. Case No. 08-01008) and listed less than $50,000 in assets and about $480,000 in liabilities. MARTIN WOODROW: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Martin Woodrow Carol Woodrow 340 Surber Dr. San Jose, CA 95123 Bankruptcy Case No.: 08-53537 Chapter 11 Petition Date: July 3, 2008 Court: Northern District of California (San Jose) Judge: Marilyn Morgan Debtor's Counsel: Charles B. Greene, Esq. Email: cbgattyecf@aol.com 84 W. Santa Clara St., Ste. 770 San Jose, CA 95113 Tel: (408) 279-3518 Total Assets: $4,311,475 Total Debts: $5,511,154 A copy of Martin Woodrow and Carol Woodrow's petition is available for free at: http://bankrupt.com/misc/canb08-53537.pdf MDWERKS INC: Solon Kandel Resigns as President and Board Director ----------------------------------------------------------------- MDwerks, Inc. decided not to extend the Employment Agreement with Mr. Solon Kandel, President, beyond the Dec. 31, 2008 Expiration Date of the agreement. Mr. Kandel has notified the Board of Directors of his resignation both as President and as member of the Board of Directors of the company. Mr. Kandel was President and Director since 2005. Mr. Kandel has been the Chief Executive Officer and Managing Member of The Ashwood Group, L.L.C., and President and Chief Executive Officer of Independent Wireless One, Inc. Mr. Kandel performed corporate and banking transactions law for several years and was a Senior Attorney at McCaw Cellular Communications. Mr. Kandel received a JD from Rutgers University School of Law and is a Truman Scholar. The company terminated the employment of Gerard J. Maresca, Vice President, Business Development. He served as Vice President of Business Development since 2005. Mr. Maresca has operated a technology and business consulting company called GMAR, Inc. and was the Executive Vice President and Chief Technology Officer the company responsible for development of the company's products. Mr. Maresca has 28 years of technology, engineering, and program management experience. He received a BSEC from Brooklyn Polytech, an MSCS from Columbia University; he holds five U.S. patents and has published. Executive Incentive Compensation Plan On April 10, 2008, MDwerks granted Non-qualified Stock Options and Incentive Stock Options pursuant to the MDwerks, Inc. 2005 Incentive Compensation Plan to certain officers. Number of Shares Name of Optionee Title Underlying Option ---------------- ----- ----------------- Howard Katz CEO 1,370,000 NQO Shares 130,000 ISO Shares Vincent Colangelo CFO 100,000 ISO Shares Stephen Weiss COO 100,000 ISO Shares The Options, which vested immediately, were recommended by the Compensation Committee and approved by the Board of Directors at the common stock exercise price of $0.75 per share and will expire on April 9, 2018. The closing price of the MDwerks, Inc. common stock on the date prior to the grant was $0.60 per share. A full-text copy of the Non-Qualified Stock Option Agreement is available for free at http://ResearchArchives.com/t/s?2f3a A full-text copy of the Incentive Stock Option Agreement is available for free at http://ResearchArchives.com/t/s?2f3b About MDwerks Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK) -- http://www.mdwerks.com/-- provides healthcare professionals with automated electronic insurance claims management solutions and advance funding of medical claims. Going Concern Doubt Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial doubt about MDwerks Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations. MELISSA GOETT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Melissa Anne Goett fka Melissa Ann Turner 6400 N 48th St. Paradise Valley, AZ 85253 Bankruptcy Case No.: 08-07888 Chapter 11 Petition Date: June 29, 2008 Court: District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Michael G. Tafoya, P.C. 1212 E. Osborn Rd. Phoenix, AZ 85014 Tel (602) 604-9000 Fax (866) 263-6419 Email michael.tafoya@azbar.org Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors. MICHAEL VICK: Files Chapter 11 Voluntary Case Summary ----------------------------------------------------- Debtor: Michael D. Vick 21 Haywagon Trail Hampton, VA 23669 Bankruptcy Case No.: 08-50775 Chapter 11 Petition Date: July 7, 2008 Court: Eastern District of Virginia (Newport News) Debtors' Counsel: Dennis T. Lewandowski, Esq. (dtlewand@kaufcan.com) Paul K. Campsen, Esq. (pkcampsen@kaufcan.com) Kaufman & Canoles, P. C. Post Office Box 3037 Norfolk, VA 23514 Tel: (757) 624-3252 Fax: (757) 624-3169 http://www.kaufcan.com/ Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor did not file a list of its 20 largest unsecured creditors. MISSOURI SOUTHERN: Can't Go Bankrupt, President Declares -------------------------------------------------------- Missouri Southern State University president Bruce Speck disclosed plan to resolve financial problems at the university, John Hacker writes for The Carthage Press in Joplin, Missouri. Dr. Speck came to the university in January 2008 and was aware that the university had financial problems, the Carthage Press says. The university had been using its reserves and is running out of money, the Carthage Press notes. A total of $300,000 in raises for faculty and staff has already been withheld, still the university is overdraft by $2.7 million, the Carthage Press reports. The board of governors has warned Dr. Speck that the university requires an additional $500,000 cut in its budget, the Carthage Press notes. Dr. Speck said that department budgets have been trimmed by half, the Carthage Press says. The university's budget cuts for the year won't solve the entire problem since a cut of at least $2 million for the next two years is needed, the Carthage Press writes. According to Carthage Press, the university's 2008-2009 budget includes $66.6 million in revenues, $69.3 million in expenses, and $4 million in reserves. The Carthage Press states that if the university impose the $500,000 cut this year, only $1.8 million will be left as reserve. The report concludes that in order for the university to operate in the next school-year, it will empty all its reserves and must impose an additional $400,000 budget cut. Dr. Speck disclosed a plan to conduct campus-wide economic summits for administration and faculty in fall, the Carthage Press says. The summits are intended to promote awareness and solicit directives regarding the financial problems of the university, the Carthage Press relates. Dr. Speck said that the university "have to be solvent" and that it can't go bankrupt, the Carthage Press adds. About Missouri Southern State University Missouri Southern State University -- http://www.mssu.edu/-- is a public, state university located at 3950 E. Newman Road, Joplin, Missouri. MSSU was formerly Missouri Southern State College and is also known as Missouri Southern or MoSo for short. Established in 1937 as Joplin Junior College, Missouri Southern became a four- year college in 1968. In 2003, the Missouri General Assembly authorized the renaming of the college to Missouri Southern State University -- Joplin, and in 2005 the university dropped Joplin from its name. MOUNT SKYLIGHT: Moody's Cuts Ratings on Five Classes of Notes ------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible further downgrade the ratings on these notes issued by Mount Skylight CDO Ltd.: Class Description: $890,000,000 Class A-1 Floating Rate Notes Due Nov. 3, 2046 -- Prior Rating: Aa1, on review for possible downgrade -- Current Rating: Baa3, on review for possible downgrade Class Description: $51,500,000 Class A-2 Floating Rate Notes Due Nov. 3, 2046 -- Prior Rating: A1, on review for possible downgrade -- Current Rating: B3, on review for possible downgrade Class Description: $30,000,000 Class B Floating Rate Notes Due Nov. 3, 2046 -- Prior Rating: Baa1, on review for possible downgrade -- Current Rating: Caa1, on review for possible downgrade Additionally, Moody's downgraded these notes: Class Description: $14,000,000 Class C Deferrable Interest Floating Rate Notes Due Nov. 3, 2046 -- Prior Rating: Caa2, on review for possible downgrade -- Current Rating: Ca Class Description: $5,000,000 Class D Deferrable Interest Floating Rate Notes Due Nov. 3, 2046 -- Prior Rating: Ca -- Current Rating: C According to Moody's, the rating actions reflect increased deterioration in the credit quality of the underlying portfolio. NATIONAL DRY CLEANERS: Case Summary & 30 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: National Dry Cleaners Inc. aka Delia's Cleaners Inc. 11811 North Tatum Boulevard, Suite 3031 Phoenix, AZ 85028 Bankruptcy Case No.: 08-11382 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- DCI USA, Inc. 08-11383 DCI Management Group Ltd. 08-11384 DCI Management Group, Ltd. 08-11385 Al Phillips The Cleaner, Inc. 08-11386 Capitol Varsity, Inc. 08-11387 DryClean USA of South Carolina, Inc. 08-11388 DryClean U.S.A. Coastal, Inc. 08-11389 DryClean USA of Georgia, Inc. 08-11390 Tuchman Cleaners, Inc. 08-11391 DCI Management Group, Inc. 08-11392 Pride Cleaners, Inc. 08-11393 Type of Business: The Debtor group operates more than 300 dry cleaning stores across the nation. See http://www.alphillips.com/and http://www.pridecleaners.com/ Chapter 11 Petition Date: July 7, 2008 Court: District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtors' Counsel: Joel A. Waite, Esq. Joseph M. Barry, Esq. Matthew Barry Lunn, Esq. Young, Conaway, Stargatt & Taylor The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-0453 (bankfilings@ycst.com) Estimated Assets: $10,000,000 to $50,000,000 Estimated Debts: $10,000,000 to $50,000,000 Consolidated list of the Debtors' 30 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ United Cleaners Supply Inc. Trade Debt $291,303 P.O. Box 90521 Henderson, NV 89009-0521 Tel: (702) 564-1010 Fax: (702) 564-5355 Cohen Milstein Hausfeld and Class Action $220,000 Toll PLLC Settlement Attn: Andrew Friedman 1100 New York Avenue, Northwest West Tower, Suite 500 Washington, DC 20005 Tel: (202) 408-4600 Fax: (202) 408-4699 Dry Cleaning and Laundry Supplies Trade Debt $114,429 Attn: Linda Towns 14400 West 97th Terrace Lenexa, KS 66215 Tel: (913) 492-1743 Fax: (913) 492-1757 E.J. Thomas Company Trade Debt $110,684 United States Environmental EPA Settlement $87,500 Protection Agency, Region 8 Desert Boilers & Controls Inc. Trade Debt $82,393 Dames & Moore/URS Trade Debt $74,677 Industrial Equipment and Supply Trade Debt $60,645 N.S. Farrington & Co. Trade Debt $54,838 Pricewaterhouse Coopers LLP Professional Fees $50,000 Greenberg Traurig LLP Legal Fees $29,941 Safety Kleen Corp. Trade Debt $29,859 Fabritec International Corp. Trade Debt $28,434 Western Plaza LLC Remediation Costs Unknown The Beach Company Remediation Costs Unknown The Community Bowling Inc. Remediation Costs Unknown Frisch's Restaurants Inc. Remediation Costs Unknown CR Dayton LLC Remediation Costs Unknown Veritas Realty LLC Remediation Costs Unknown 28:19 Inc. Remediation Costs Unknown Coates & Sowards Inc. Remediation Costs Unknown Robert M. Morton Family L.P. Remediation Costs Unknown Donahue Schriber Realty Remediation Costs Unknown Group L.P. ASF Realty & Investments Inc. Remediation Costs Unknown Indiana Department of Remediation Costs Unknown Environmental Management Voggenthaler, et al v. Al Remediation Costs Unknown Phillips the Cleaner, et al, Case No. A553784 (D. Nev. 2008 Maryland Square Litigation) Maryland Square Shopping Center Remediation Costs Unknown Raymond Daiss Remediation Costs Unknown State of Nevada Division of Remediation Costs Unknown Environmental Protection Alt & Witzig Remediation Costs Unknown NORTH OAKLAND MEDICAL: Files Ch. 7 Petition, Runs as For-Profit --------------------------------------------------------------- The city council of Pontiac City, Michigan, approved a resolution to sell its property at North Oakland Medical Center and Waterford Ambulatory Care Center for $2 million to Oakland Physicians Medical Center LLC, Jay Greene writes for the Crain's Detroit Business. The hospital has filed for chapter 7 liquidation, according to Detroit Business. Oakland Physicians intends to operate the hospital on a for-profit basis, Detroit Business relates. Mayor Clarence Phillips will complete a purchase deal by August 2008, with Oakland Physicians which is led by Dr. Anil Kumar, a urologist in Rochester Hills, Detroit Business says. A total of 60% stake in the hospital will be acquired by Oakland Physicians, the report notes. McLaren Health Care Corp. and Crittenton Hospital will acquire 30% in the hospital. Dr. Kumar said that under the agreement, the city will get 5% of the hospital profits, Detroit Business relates. The remaining 5% will be offered to employees. Oakland Physicians is a consortium of 150 physicians working with the medical center. The city is owed $17 million under a 1993 lease agreement and $2.3 million in past-due leases, Detroit Business reports. North Oakland Medical defaulted on a $38.5 million bond issued by the Pontiac Hospital Finance Authority, the report adds. In 2007, North Oakland Medical incurred $13.4 million operational losses, Standard & Poor's said, according to the report. The hospital has about 800 workers, some of them are represented by the Michigan Council 25 of the American Federation of State, County and Municipal Employees, AFL-CIO, Detroit Business states. Dr. Kumar, however, assured workers that layoffs are not expected since the new hospital requires staffing, according to Detroit Business. AFSCME's Statement Regarding Sale On June 25, 2008, Albert Garrett, President of Michigan Council 25 of the American Federation of State, County and Municipal Employees, AFL-CIO, issued this statement regarding the impending closure and sale of North Oakland Medical Center: "The North Oakland Medical Center is planning to close as a business as of August 1, 2008, and turning the business over to another entity -- the Oakland Physicians Medical Center," stated Mr. Garrett. "However, AFSCME has been excluded from the negotiations for this transfer, despite the contractually-binding successor clause within the AFSCME-NOMC contract." "AFSCME-represented employees have taken a series of cuts to wages and benefits over the years, all in an effort to keep the hospital afloat, all while administrative salaries remained high. The working men and women of NOMC bore the brunt of the sacrifice, only to be ignored in the process to transfer ownership," continued Mr. Garrett. "Even worse, the NOMC has been encouraging the employees to lobby the Pontiac City Council to approve the NOMC-OPMC purchase agreement -- since the purchase agreement requires City Council approval," Mr. Garrett pointed out. "However, in this NOMC-OPMC purchase agreement, AFSCME understands that there is: -- no promise of protection for the accrued retirement and other employee benefits, -- no promise of jobs for the AFSCME-represented employees with OPMC, -- no promise of union representation for the employees that OPMC hires, and -- no promise that OPMC will follow the AFSCME contract. The NOMC employees have been coerced into lobbying Pontiac City Council for a deal which ignores their interests!" "NOMC has a legal obligation to force the OPMC to adhere to the AFSCME bargaining agreement. This is essential to protect the employees accrued benefits," Mr. Garrett stressed. "Our successor clause in the AFSCME-NOMC bargaining agreement is very clear, and must be followed. These employees have worked too hard, under conditions too dire, to be ignored at the end of the road -- especially when they have a legal right to be at the table." "Our members have accrued leave time, retirement benefits and other benefits. Over the years, they sacrificed part of their hourly pay to receive these benefits. Where is the protection, in the purchase agreement, that the employees will receive what they deserve? AFSCME wants to see a smooth transition and will work hard to assure the hospital survives, but we must be at the table! AFSCME has offered to meet with the principals in this negotiation, immediately. But so far, good faith negotiations have been refused," Mr. Garrett concluded. About AFSCME Albert Garrett also serves as Vice President of AFSCME International. Michigan AFSCME Council 25 -- http://www.miafscme.org/-- represents more than 90,000 public workers across Michigan. AFSCME International represents 1.4 million public workers nationwide. About North Oakland Medical Center Pontiac, Michigan-based North Oakland Medical Center -- http://www.nomc.org/-- is a non-profit community hospital in Pontiac, Michigan, that delivers healthcare and health-related services in northern Oakland County. North Oakland Medical Centers, formerly Pontiac General Hospital and Oakland County's first hospital, is licensed for 366 beds and is home to a wide variety of specialties including: Acute Medical Surgery, Physical Medicine and Rehabilitation, Intensive Pediatric Physical Therapy, Radiation Oncology, Emergency Centers (Pontiac and Waterford), several out-patient clinics, and Community Services. NORTHPOINT VILLAGE: May Employ Gerald Decker as Bankruptcy Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan granted Northpoint Village of Utica, LLC, authority to employ Gerald L. Decker, Esq., as its bankruptcy counsel. As bankruptcy counsel, Mr. Decker will, among other things, advise the Debtor as to its rights, duties and powers as a debtor in possession. The Debtor will compensate Mr. Decker at $275 per hour in accordance with their written employment agreement. To the best of the Debtor's knowledge, Mr. Decker does not hold or represent any interest adverse to the Debtor or its estate, and his employment as bankruptcy counsel is in the best interest of the estate. Based in Utica, Mich., Northpoint Village of Utica, LLC filed for Chapter 11 protection on May 29, 2008 (E.D. Mich. case no. 08- 53097). When the Debtor filed for reorganization under Chapter 11, it listed total assets of $15,000,000 and total debts of $11,068,424. PACIFIC LUMBER: BoNY Opposes Technical Changes to Marathon Plan --------------------------------------------------------------- The Hon. Richard Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas supported the confirmation of the Modified First Amended Joint Plan of Reorganization of The Pacific Lumber Company and its debtor-affiliates as proposed by Marathon Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and the Official Committee of Unsecured Creditors. Nevertheless, the Court opined that the Marathon/Mendocino Plan is confirmable, subject to three technical corrections: (a) The Plan must provide for the retention of whatever lien the Noteholders have on the Headwaters Litigation; (b) The Plan must provide for the separation of any recovery from litigation in a Litigation Trust which belongs to Scopac, for the benefit of Scopac's unsecured creditors; and (c) The Plan must guarantee the payment of $510 million for payment of the Class 6 Secured Timber Noteholder debt. The Bank of New York, N.A., as Indenture Trustee for the Timber Noteholders, informs the Court that it was provided by the Marathon Plan Proponents on June 9, 2008, of their First Amended Joint Plan of Reorganization for the Debtors, as further modified with technical modifications, embodying the Marathon Parties' attempt to implement the changes required by the Court. The Marathon Parties also provided BoNY with a form of their proposed confirmation order. A full-text copy of the Marathon/Mendocino Plan With Technical Modifications is available for free at: http://researcharchives.com/t/s?2f3e A full-text copy of Marathon/Mendocino's proposed confirmation order is available for free at: http://researcharchives.com/t/s?2f3f Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston, Texas, relates that many of the changes in the Marathon/Mendocino Plan are acceptable to BoNY, including the appointment of a Scotia Pacific Company Litigation Trustee by BoNY. However, he also notes that several significant disagreements over the form and substance of the proposed order remain, particularly relating to the control of the Headwaters Litigation on which the Court ordered that the Marathon/Mendocino Plan be modified to provide that BoNY retains its lien. Mr. Clement relates that after reviewing the Technical Modifications on the Marathon/Mendocino Plan, BoNY propose these changes to the Plan: (1) Deletion of a proposed waiver of the automatic 10-day stay of the confirmation order provided by Rule 3020(e) of the Federal Rules of Bankruptcy Procedure; and (2) Clarification that the terms of the Marathon/Mendocino Plan, including the cancellation of BoNY's liens, will not go into effect until the Plan Effective Date. Unless the modifications are made, BoNY would be deprived of its due process rights, including any meaningful appeal of the confirmation order should one be entered by the Court, Mr. Clement asserts. Moreover, Mr. Clement informs the Court that counsel for Marathon indicated that Marathon would not agree to remove the waiver provision from their form of order. Accordingly, BoNY objects to Marathon/Mendocino's Proposed Confirmation Order and Amended Plan With Technical Modifications for these reasons: (a) Although the language of the Marathon Parties' Confirmation Documents seems to provide for the retention of BoNY's lien on the Headwaters Litigation, the language and structure of the modification and lack of any means of "implementation" ensures that the value of that lien is illusory. (b) The Marathon Parties have attempted to comply with the Court's direction by providing in the Confirmation Documents for the creation of two litigation trusts. The original Marathon/Mendocino Plan provided for funding of $550,000 to the single litigation trust. The Marathon Parties now proposes to fund the two trusts in the form of a loan bearing 7.5 % interest: $475,000 to fund the Pacific Lumber Company Litigation Trust; $25,000 to fund the SPC Litigation Trust. The SPC Litigation Trust funding is inadequate. (c) The Confirmation Documents do not modify the definition of the Class 6 Distribution Adjustment as required by the Court. (d) The "technical fixes" to the Marathon/Mendocino Plan materially and adversely affect the way that claims are treated, the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, and case law regarding solicitation requirements demand that the creditors have an opportunity to reconsider and change their votes. (e) The 10-day automatic stay should not be vacated. (f) The Marathon/Mendocino Plan should not extinguish liens or affect the rights of the Parties until the Plan Effective Date. BoNY reiterates that the Marathon/Mendocino Plan should be denied confirmation in light of "new" evidence it allegedly discovered in the form of e-mail messages between the parties to "tap into" the value of the Scopac Timberlands through a "bogus appraisal." About Pacific Lumber Based in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter & Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors filed their Joint Plan of Reorganization on Sept. 30, 2007, which was amended on Dec. 20, 2007. Four other parties-in- interest have filed competing plans for the Debtors -- The Bank of New York Trust Company, N.A., as Indenture Trustee for the Timber Notes; the Official Committee of Unsecured Creditors; Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP Credit Facility; and the Heartlands Commission, which represents the tribal members of the Bear River Band of Rohnerville Rancheria and PALCO employees. The Debtors' exclusive plan filing period expired on Feb. 29, 2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 64; http://bankrupt.com/newsstand/or 215/945-7000). PACIFIC LUMBER: Scopac Submits Provisional Plan to Sell Assets -------------------------------------------------------------- Pursuant to Section 363 of the Bankruptcy Code, Scotia Pacific Company LLC seeks the authority of the U.S. Bankruptcy Court for the Southern District of Texas to sell its assets pursuant to auction procedures to be negotiated by the parties- in-interest in Scopac's Chapter 11 case, in the event that the Marathon/Mendocino Plan is not confirmed. The Court, in a ruling dated June 6, 2008, supported the confirmation of the Modified First Amended Joint Plan of Reorganization for the Debtors proposed by Marathon Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and the Official Committee of Unsecured Creditors. Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New York, informs the Court that based on a proposed confirmation order submitted by the Marathon Parties, Scopac is concerned that the Marathon/Mendocino Plan may not be confirmed either (i) because the Court does not find the changes acceptable or (ii) because Marathon is not willing to go forward to consummate its Plan. Scopac asks the Court to hear its Provisional Sale Motion only if the Marathon/Mendocino Plan is not confirmed or consummated. Ms. Coleman explains that Scopac's aim in making its Provisional Sale Motion is to ensure that, in the absence of a confirmed and consummated plan of reorganization, its estate will be maximized through a fair and transparent auction conducted pursuant to Section 363, so that all of Scopac's unsecured creditors, including its administrative creditors, can be paid as much as possible. Scopac says it fears that absent an auction, the only alternative disposition of its assets will be in a foreclosure following a lifting of the automatic stay or conversion of its bankruptcy case to Chapter 7 to the detriment of unsecured creditors. Scopac's management has the capacity to continue to operate the business during the marketing process and the proposed DIP financing by Lehman Commercial Paper Inc., currently being considered by the Court, will provide the financing necessary for the continuing operations, Ms. Coleman maintains. If there is a sale process, Scopac notes that it anticipates negotiating bidding procedures and bidder qualification requirements with the parties-in-interest. Scopac believes that an economically viable Scotia Mill whose future is assured will increase the value of the Scopac Timberlands. Scopac proposes these uniform bidding procedures to govern a possible sale of its assets: 1. Existing Scopac management will stay in place during the auction process, and will be available to stay in place for a reasonable period for any purchaser of the timberlands, subject to acceptable terms for compensation and retention. 2. The Indenture Trustee for the Timber Noteholders' right to credit-bid for Scopac's timberlands will be capped at $625 million. 3. The auction process will conclude no later than 60 days from entry of the order approving the bid procedures. 4. All bids, including credit bids, must include enough cash to pay (a) administrative and priority claims against Scopac's Chapter 11 estate, (b) up to $500,000 to holders of general unsecured claims against Scopac's Chapter 11 estate, exclusive of the Indenture Trustee's deficiency claim, and (c) any breakup fee that becomes payable to a stalking-horse bidder, if any, whose bid is exceeded and whose final bid is not the bid accepted. In any event, no existing creditor of Scopac will be chosen as the stalking horse. Lehman will provide up to $30 million in financing to any buyer, including the Indenture Trustee on a credit bid, to ensure that all administrative and priority claims are paid in full and in cash. 5. Regardless of whether it is the successful bidder, the Indenture Trustee will agree to a carve-out of up to $500,000 from its recovery, which will be available for distribution to holders of general unsecured claims against the Scopac Chapter 11 estate. 6. In order to ensure the viability of the Palco mill, any purchaser of the Scopac timberlands must be willing to enter into a long-term contract for log sales, so long as the mill owner makes a substantial commitment to the ongoing viability of the mill. 7. Any purchaser must explicitly recognize the variety of permits, regulatory requirements, and environmental obligations associated with the Scopac timberlands, and must acknowledge in writing that it will continue to satisfy all such commitments. Permits include Timber Harvesting Permits (THPs), Department of Fish and Game Streambed Alteration permits (1600s), Water Quality General Waste Discharge Requirements (GWDRs), and Watershed Wide Waste Discharge Requirements (WWDRs). Regulatory requirements include, without limitation, Water Quality Cleanup and Abatement Orders (CAOs) and numerous sections of the state Forest Practices Act FPAs) and Porter Cologne Water Quality Act (WQA). Environmental obligations include, without limitation, the state and federal Habitat Conservation Plan (HCP), and Sustainable Forestry Initiative Certification (SFI) for the Scopac Timberlands. Any purchaser must also explicitly adopt Scopac's policy that it does not perform clear- cutting. 8. The Indenture Trustee will waive its claim under Section 507(b) for the diminution of its collateral during the pendency of Scopac's Chapter 11 case. 9. If the Indenture Trustee and Sierra Pacific are the successful bidders for the Scopac and Palco assets, the Indenture Trustee will contribute $5.3 million, which will be combined with $5.3 million to be contributed by Sierra Pacific and used to pay general unsecured trade creditors of Palco and Scopac. Sierra Pacific Responds Sierra Pacific Industries supports Scopac's Provisional Sale Motion. Sierra Pacific argues that the Marathon/Mendocino Plan will not be viable, thereby potentially negatively affecting the Scotia community by the probable shutdown of the PALCO Mill. As previously reported, Sierra Pacific offered on May 12, 2008, to buy the PALCO mill, the related co-generation plant and related working capital for roughly $45 million. Sierra Pacific tells Judge Schmidt that its offer to purchase the PALCO Mill is still valid and provides for the best interests of Scopac and its creditors. Mark W. Wege, Esq., at King & Spalding, LLP, in Houston, Texas, informs the Court that in exchange for receiving a 15-year log supply agreement, Sierra Pacific agrees to make an investment of over $75 million in the PALCO Mill, including $30 million of new money to rebuild the facility. Sierra Pacific is also mindful of the extraordinary environmental values in the Scopac Timberlands, Mr. Wege emphasizes. BoNY also supports Scopac's Provisional Sale Motion in light of "new" evidence that the Marathon Parties intends to "tap into" the value of Scopac's Timberlands through a bogus appraisal. About Pacific Lumber Based in Oakland, California, The Pacific Lumber Company -- http://www.palco.com/-- and its subsidiaries operate in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. Kyung S. Lee, Esq., Esq., at Diamond McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter & Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors. When Pacific Lumber filed for protection from its creditors, it listed estimated assets and debts of more than $100 million. Scotia Pacific listed total assets of $932,000,000 and total debts of $765,978,335. The Debtors filed their Joint Plan of Reorganization on Sept. 30, 2007, which was amended on Dec. 20, 2007. Four other parties-in- interest have filed competing plans for the Debtors -- The Bank of New York Trust Company, N.A., as Indenture Trustee for the Timber Notes; the Official Committee of Unsecured Creditors; Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP Credit Facility; and the Heartlands Commission, which represents the tribal members of the Bear River Band of Rohnerville Rancheria and PALCO employees. The Debtors' exclusive plan filing period expired on Feb. 29, 2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 64; http://bankrupt.com/newsstand/or 215/945-7000). PAPPAS TELECASTING: Gets Initial OK to Use Fortress' $1.5MM Loan ---------------------------------------------------------------- The Hon. Peter J. Walsh of the United States Bankruptcy Court for the District of Delaware authorized Pappas Telecasting Inc. and its debtor-affiliates to obtain, on an interim basis, up to $1.5 million in postpetition financing from a consortium of financial institution led by Fortress Credit Corp., as administrative agent, under a revolving credit facility. Judge Walsh also authorized the Debtors to access Fortress Credit's cash collateral. As reported in the Troubled Company Reporter on June 4, 2008, the Debtors and Fortress Credit entered into a credit agreement dated March 1, 2006, as amended and restated, which established term loans to provide working capital and for other purposes to the Debtors or the committee. The Debtors owed roughly $303.5 million plus accrued and unpaid interest to Fortress Credit as of the Debtors' bankruptcy filing. Fortress agreed to provide a committed $5 million senior secured superpriority DIP financing on a final basis. The DIP facility incurs interest rate at one month LIBOR plus 5%. The DIP loan will be used to, among other things (i) fund working capital requirements, (ii) pay interest accrued on the DIP loan, and (iii) pay fees and expenses of the administrative agent including professional advisors' fees. The DIP loan contains customary and appropriate events of default. Fortress Credit will be paid $10,000 administrative fee per month as part of the transaction. The DIP loan is subject to carve-out for payments to professionals advisor to the Debtors and fees required to be paid to the clerk of the Bankruptcy Court and the U.S. Trustee. There is a $500,000 carve-out for payment to professionals advisor retained by the Debtors. To secure their DIP obligations, Fortress Credit will be granted superpriority claims status over any and all administrative expenses under Section 503(b) and 507(b) of the Bankruptcy Code. The final hearing will be set after the form of the DIP credit agreement is filed with the Court. About Pappas Telecasting Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and its affiliates are broadcasting companies. Founded in 1971, their stations reach over 15% of all U.S. households and over 32% of Hispanic households. Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008 (Bankr. D. Del. Case No. 08-10915 through 08-10936). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the Debtors in their restructuring efforts. Administar Services Group LLC is the Debtors' notice and claims agent. The Debtors listed $100 million to $500 million in assets and debts when they filed for bankruptcy. Harry J. Pappas, the CEO and chairman of Pappas Telecasting and its debtor-affiliates, was the subject of a petition for Chapter 7 liquidation filed by creditors before the U.S. Bankruptcy Court for the District of Delaware. Mr. Pappas' wife Stella was also subject of the involuntary petition. The petitioning creditors are Fortress Credit Opportunites I LP, Fortress Credit Opportunites II LP, Ableco Finance LLC and Silver Oak Capital. John H. Knight, Esq., at Richards Layton & Finger, represents the Fortress Creditors. Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, represents Ableco and Silver Oak. According to Bloomberg, the Debtors listed assets with a book value of $460 million and debt of $537 million, including inter- corporate debt. PINE TREE IV: Moody's Cuts Rating on Floating Rate Notes to Ba2 --------------------------------------------------------------- Moody's Investors Service has downgraded the rating on these notes issued by Pine Tree IV - Series 2006-2: Class Description: $3,000,000 Secured Floating Rate Credit Linked Notes due 30 June, 2013 -- Prior Rating: A3, on watch for possible downgrade -- Curent Rating: Ba2 According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of corporate securities. PRUDENTIAL AMERICANA: Plan Hearing to Continue to July 10 --------------------------------------------------------- The Hon. Bruce Markell of the U.S. Bankruptcy for the District of Nevada at a June 30, 2008 hearing, denied confirmation of the reorganization plan filed by Americana Holdings LLC, dba Prudential Americana Group Realtors(R), and its debtor-affiliates, Tim O'Reiley at the Las Vegas Business Press says. The Debtors are expected to file a revised plan which will be heard on Thursday, July 10. Business Press says that the Debtors hope to emerge from chapter 11 "in recognizable condition." Provisions of the Plan The plan provides for a resolution of a dispute among the Debtors and their outside brokers and agents who were made to believe that Prudential Americana continues to be Las Vegas' largest brokerage firm although its size has substantially shrunk in the past three years, Business Press says. Prudential Americana plans to pay in full a $70,000 in referral payments owed to brokers and agents, the report states. Judge Markell said that the Debtors have not justified their preferential treatment to outside brokers and agents, Business Press says. Under the plan, the Debtors will pay roughly 5.5 cents on the dollar on $15.5 million owed to other unsecured creditors, Business Press writes. Mark Stark, CEO and owner, will remain in control of the Debtors in exchange for a $500,000 investment and write-off of $1.6 million he loaned to the Debtors in 2007, Business Press says. Affiliates will invest $7.1 million in loans and new equity of 40% under the plan, Business Press notes. Peninsula Capital Partners which is owed $14.5 million will get $800,000 under the plan. Peninsula Capital counsel, Richard Holly, Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson, alleged that Prudential Americana filed for bankruptcy to reduce its loan and to keep it atop the market, Business Press states. Prudential Americana disclosed that its value has dwindled down from $24.3 million to $3.7 million, impairing the security of Peninsula Capital, Business Press says. Under the plan, Zions First National Bank will be satisfied through the first mortgage it holds, Business Press reports. Future is Difficult Business Press comments that the future of Prudential Americana looks vague. The report points to the company's business being plagued by the losses from high-rise condominiums that Mr. Start started in 2005. Judge Markell said that although Mr. Stark is trying his best, "[t]he capital structure clearly is pretty thin," Business Press notes. Destabilizing Campaign Business Press says that the Debtors' legal fees are mounting. However, owner Mr. Stark said that "the biggest issue is the rumor mill" alleging that rivals are campaigning against his company to destabilize it and pirate top salesmen, Business Press writes. Business Press reports that the Debtors employ about 1,000 brokers at six locations. About Prudential Americana Las Vegas-based Americana Holdings LLC, dba Prudential Americana Group Realtors(R), -- http://americanagroup.net/-- is owned by Stark 2004 Inc., a Nevada corporation. Until Nov. 5, 2007, the ownership of Holdings was divided between Stark 2004 Inc. (1%) and Stark 2000 LLC, a Nevada limited liability company (99%). Stark 2000's ownership interest in Holdings was conveyed to Stark 2004 to streamline the ownership and enable more certain tax treatment on account of the bankruptcy cases. Holdings owns 100% of each of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and (iv) Remembrance LLC. Chapter 11 petitions have not been filed by the latter two companies. Remembrance is a defunct company that will be dissolved under state law. A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by Holdings. A-Title owns 37.5% of Equity Title LLC. It is not the managing member, and holds only a passive equity position in Equity Title. As co-maker of certain secured notes, it has filed a Chapter 11 bankruptcy petition with the other entities that are co-makers of the notes. Americana LLC is a party to a Real Estate Brokerage Franchise Agreement dated March 24, 1999, as amended, between The Prudential Real Estate Affiliates Inc. as franchisor and Americana as franchisee. Americana is 100% owned by Holdings. Americana is the operating entity of the Debtor group, and also owns 100% of each of (i) Referral; and (ii) SPO Payroll LLC, a company that is defunct and will be dissolved under state law. American Eagle Referral Service LLC is 100% owned by Americana and acts as its own brokerage and hires inactive agents and words to procure referred clients from these agents. These clients are referred into Americana LLC to facilitate a real estate transaction and a referral fee is paid to Referral for this business. Referral subsequently has an agreement with the agents for a percentage of the referral compensation that is paid. A-Title, Americana, Americana Holdings, and Referral filed for chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case No. 07-17844) with A-Title as lead-debtor. Rob Charles, Esq., and Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor in their restructuring efforts. When the Debtors filed for bankruptcy, they listed assets and liabilities between $1 million to $100 million. QUIKSILVER INC: S&P Retains Negative Watch on Weak 1Q Results ------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Quiksilver Inc., including its 'BB-' corporate credit rating, will remain on CreditWatch with negative implications where they were placed on April 1, 2008, due to weak first-quarter results. The Huntington Beach, California-based apparel company had about $938 million in debt outstanding at April 30, 2008. According to the company's recent 10Q filing, Quiksilver expects to sell its Rossignol business, which together with its golf business (sold in December 2007), accounted for about $157 million of sales for the six months ended April 2008. These businesses are classified as discontinued operations. In connection with the reclassification of the Rossignol business, the company also recorded an impairment charge of about $240 million. In recent periods, the Rossignol business has been problematic, with a very weak snow season in Europe last winter that depressed sales and EBITDA significantly. As a result, Quiksilver's operating performance and credit measures suffered. "We will meet with management to further discuss Quiksilver's operating trends and forecasts to resolve the CreditWatch," said Standard & Poor's credit analyst Susan H. Ding. REBECCA MATTHEWS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Rebecca Matthews 449 Bell Street E. Palo Alto, CA 94303 Bankruptcy Case No.: 08-31206 Chapter 11 Petition Date: July 3, 2008 Court: Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: James T. Cois Law Offices of James T. Cois P.O. Box 2705 San Francisco, CA 94126-2705 Phone: (415)561-1445 E-mail: JTCois@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors. RICHARD COLOSIMO: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Richard J. Colosimo, II 10409 Shore Crest Terrace Moreno Valley, CA 92557 Bankruptcy Case No.: 08-18132 Chapter 11 Petition Date: July 2, 2008 Court: Central District Of California (Riverside) Judge: Peter Carroll Debtor's Counsel: Robert B. Rosenstein Rosenstein & Hitzeman 28600 Mercedes St. Ste. 100 Temecula, CA 92590 Tel 951-296-3888 Fax 951-296-3889 Email robert@rosenhitz.com Total Assets: $1,588,530 Total Debts: $4,692,557 The Debtor did not file a list of its largest unsecured creditors. ROBERT BREECE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Robert Darrell Breece Rita Jane Breece 1085 Waldron Road La Vergne, TN 37086 Bankruptcy Case No.: 08-05669 Chapter 11 Petition Date: July 3, 2008 Court: Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz, & Lefkovitz 618 Church St., Suite 410 Nashville, TN 37219 Phone: 615 256-8300 Fax: 615 250-4926 E-mail: Stevelefkovitz@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's petition with a list of its largest unsecured creditors is available for free at http://bankrupt.com/misc/tmd08-05669.pdf ROPER INDUSTRIES: Moody's Rates New Unsecured Credit Facility Baa3 ------------------------------------------------------------------ Moody's Investors Service assigned a Baa3 rating to the new senior unsecured credit facilities of Roper Industries, Inc and upgraded the rating on the company's senior subordinate notes to Ba1 from Ba2. The effective upgrade to Investment Grade reflects the significant improvement in Roper Industries' scale and diversity characteristics that have been achieved over a period of time through a number of well executed acquisitions. Roper Industries' improved business profile gives Moody's increased confidence that its strong operating performance is likely to be sustained through the economic cycle. As well, the rating action considers the company's demonstrated adherence to a disciplined financial policy, including modest usage of leverage and maintenance of adequate liquidity despite its acquisitive growth strategy. Moreover, the replacement of Roper Industries' senior secured bank facilities with unsecured facilities provides increased financial flexibility that is consistent with its new investment grade status. Roper Industries' new $1.1 billion credit facility includes a $350 million two year term loan and revolvers totaling $750 million committed for five years. This concludes the review for upgrade initiated on June 18, 2008. The rating outlook is stable. Assignments: Issuer: Roper Industries, Inc. -- Senior Unsecured Bank Credit Facility, Assigned Baa3 Upgrades: Issuer: Roper Industries, Inc. -- Senior Subordinated Conv./Exch. Bond/Debenture, Upgraded to Ba1 from Ba2 Outlook Actions: Issuer: Roper Industries, Inc. -- Outlook, Changed To Stable From Rating Under Review Withdrawals: Issuer: Roper Industries, Inc. -- Probability of Default Rating, Withdrawn, previously rated Ba1 -- Corporate Family Rating, Withdrawn, previously rated Ba1 -- Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba1, 39 - LGD3 Roper Industries' Baa3 rating and stable outlook are supported by the company's diverse group of businesses, which typically have solid market positions and are primarily focused on secular growth rather than cyclical market segments. As well, diversity is further enhanced given that Roper Industries' businesses collectively have little concentration of exposure to any one customer, product or end market. Despite some reliance on the weakening U.S economy, Moody's believes these elements of diversity should enable the company to record modest organic revenue growth, while sustaining relatively high margins and cash flow generation levels through a period of economic weakness. Factors balancing these strengths include Moody's belief that Roper Industries will continue to pursue acquisitions in support of its growth initiatives. This strategy is likely to sustain integration and execution risks within the company's business profile while consuming incremental debt capacity created by future cash generation and earnings growth. As well, the potential that Roper Industries may eventually be tested to divest some of the businesses within its portfolio, for which its experience has been limited, is also a factor constraining the rating. Headquartered in Sarasota, Florida, Roper Industries, Inc. is a globally diversified manufacturing company. Trailing 12-month revenues totaled roughly $2.2 billion. SCOTTS MIRACLE-GRO: DOJ Investigation Won't Affect S&P's Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings and outlook on The Scotts Miracle-Gro Co. (BB/Negative/--) are not currently affected by the ongoing investigation, jointly led by the U.S. Department of Justice and the U.S. Environmental Protection Agency, related to the registration status of some of the company's products, nor by any product recalls or existing Stop Sale, Use, or Removal Order from the EPA with respect to any of the company's products. However, given the company's weakened credit measures primarily because of operating losses related to product recalls and inventory impairments for improperly registered products, S&P now expect the company's average adjusted debt to EBITDA to remain elevated at greater than 4x for the remainder of the fiscal year. As a result, S&P estimate Scotts' EBITDA cushion on its average debt to EBITDA covenant will be tight (less than 10%) when the maximum permitted ratio steps down to 4.25x from 4.75x at fiscal year ended Sept 30, 2008. If the company is not able to improve the cushion on its financial covenants in the near term and operating performance in the next quarter weakens significantly, S&P could consider lowering the corporate credit rating. SENTINEL MANAGEMENT: BoNY Insists on Dismissal of $550 Mil. Suit ---------------------------------------------------------------- The Bank of New York asked the U.S. Bankruptcy Court for the Northern District of Illinois to reconsider its motion to dismiss a $550 million litigation filed by Frederick J. Grede, the chapter 11 trustee in Sentinel Management Group Inc.'s bankruptcy cases, ABI World reports, citing Bankruptcy Law 360. Case Trustee's Allegations The Troubled Company Reporter said on March 5, 2008, that Mr. Grede sought $550,000,000 in damages against BoNY and The Bank of New York Mellon Corp. BONY acted as custodian of securities, clearing agent for securities transactions, and lender to the Debtor. According to the chapter 11 trustee's complaint, BONY's misconduct played a pivotal role in the Debtor's collapse, in four distinct ways. The case trustee alleged that the bank established a fundamentally flawed account structure for Sentinel's accounts in violation of its obligation under federal law and its duties to Sentinel; aided and abetted breaches of fiduciary duty committed by certain Sentinel insiders; knowingly accepted fraudulent and preferential transfers as part of the Sentinel insiders' scheme; and engaged in inequitable conduct. The chapter 11 trustee stated that BONY's motive to participate in this misconduct was pecuniary since it generated tens of millions of dollars in interest income on its ever-increasing loan to the Debtor. Furthermore, the chapter 11 Trustee said that Philip Bloom, Eric Bloom, and Charles Mosley, officers and directors of the Debtor, participated in a scheme to defraud and to breach their fiduciary duties to the Debtor. A full-text copy of the Chapter 11 Trustee' lawsuit is available for free at: http://ResearchArchives.com/t/s?28af BoNY Objects to $10 Mil. Settlement On June 12, 2008, the TCR related that the Court approved a $10 million settlement entered between Grede and the Debtor's founder Philip Bloom and its chief executive officer Eric Bloom. The Debtor and its former executives agreed to resolve a $350 million fraud case filed by Sentinel's case trustee. The Bank of New York, which holds $312 million claims against the Debtor, filed objections to the settlement. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- is a full service firm offering a variety of security solutions. The company filed a voluntary chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd. represent the Debtor. Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the Official Committee of Unsecured Creditors. DLA Piper US LLP represents as the Committee's co-counsel. When the Debtor sought bankruptcy protection, it listed assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Mr. Grede selected Catherine L. Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar, Esq., at Jenner & Block LLP as his counsels. A confirmation hearing on a chapter 11 liquidation plan filed by the Debtor is set for Aug. 12, 2008. SHAWN SOHRABIAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Shawn Sohrabian fka Mohammad Reza Sohrabian 905 Peacock Station Rd. McLean, VA 22102 Bankruptcy Case No.: 08-13810 Chapter 11 Petition Date: June 30, 2008 Court: Eastern District of Virginia (Alexandria) Debtor's Counsel: Steven B. Ramsdell Tyler Bartl Gorman & Ramsdell P.L.C. 700 S. Washington St., Suite 216 Alexandria, VA 22314 Tel (703) 549-5000 Fax (703) 549-5011 Email sramsdell@tbgrlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Suntrust Bank Real Estate $359,225 P.O. Box 791274 value of Baltimore, MD 21279 security - 700,000 value of senior lien - 405,992 Chevy Chase Bank Credit Guarantee $248,207 7501 Wisconsin Ave. Bethesda, MD 20814 Mohammad Mafi $200,000 Attn: Edward W. Cameron, Esq. 9302 Lee Hwy., Suite 1100 Fairfax, VA 22031-1214 Saeed Haghighi Investment Personal Loan $200,000 Pari Naimi Personal Loan $175,000 SunTrust Bank Credit Guarantee $99,223 Commercial Credit Bowman Environmental $56,352 Internal Revenue Service Income Taxes $55,000 U.S. Bank $50,470 Home Deco Plus $40,000 The Steel General $35,000 Paulo D'Oliviera $30,000 Behnam Shrvani $27,000 Citi $25,000 Southland Insulators Inc. $24,718 Jack Rosen Custom Kitchen $23,494 Jerusalem Stone Source $23,000 Mosaic Tile Co. $19,517 Supplies Unlimited Debt $19,000 Alireza Shahinparvaz $15,000 SHERRILL HUNEYCUTT: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Sherrill Harding Huneycutt P.O. Box 753 North Myrtle Beach, SC 29597 Bankruptcy Case No.: 08-04386 Chapter 11 Petition Date: July 1, 2008 Court: Eastern District of North Carolina (Wilson) Judge: A. Thomas Small Debtor's Counsel: Elizabeth Soja Everett Gaskins Hancock & Stevens LLP 127 West Hargett Street, Suite 600 Raleigh, NC 27601 Tel (919) 755-0025 Fax (919) 755-0009 Email beth@eghs.com Total Assets: $3,527,495 Estimated Debts: $2,815,488 A copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/nceb08-04386.pdf SOLUTIA INC: Engages HSBC to Assess Future of Nylon Business ------------------------------------------------------------ Solutia Inc. has retained HSBC Securities (USA) Inc. to explore strategic alternatives with respect to its nylon business, including a possible sale. Solutia has transformed the nylon business from a North American- focused fiber business into the world's second-largest producer of nylon 66 plastics, commented Jeffry N. Quinn, chairman, president and chief executive officer of Solutia Inc. He said the nylon business is on a path for further growth and improvement in financial performance, and Solutia believes strongly in the strategic course it has set for the business. However, given the strength of the high-margin specialty chemical and performance materials businesses and the current industry dynamic in the nylon segment, it is an appropriate time to explore strategic alternatives available with respect to the nylon business that would better position both the nylon business and the rest of Solutia for reaching their ultimate potential, Mr. Quinn said. In 2007, the nylon business generated net sales of $1,892,000,000 or approximately 51% of Solutia's total revenue, and adjusted EBITDAR of $106,000,000, or 28% of Solutia's total pro forma adjusted EBITDAR. In 2008, first quarter net sales for the nylon business were $468,000,000, an increase of 10% when compared to the first quarter of 2007; however, the business' adjusted EBITDAR was a loss of $7,000,000 for the quarter, a decrease of $35,000,000 year-over-year, largely due to higher raw material costs that were only partially recovered with higher selling prices in the quarter. In contrast, Solutia's other three business platforms -- Saflex(r), CPFilms(r), and Technical Specialties, which generated net sales of $1,850,000,000 and adjusted EBITDAR of $270,000,000 in 2007, generated $108,000,000 in adjusted EBITDAR in the first quarter 2008, an increase of 23% over the same period in 2007. Solutia said that its nylon business is one of only two world wide businesses that own the complete range of technology to produce nylon 66. The business is able to efficiently serve global markets from its integrated set of world-scale, flexible assets located in North America. During 2007, 28% of the business' sales came from Asia. With its 2008 addition of 68,000 metric tons of capacity for Vydyne(r) and Ascend(r) nylon 66 resins and polymers, that percentage is expected to rise further, driven by rapidly growing demand among Asian producers of automotive, electrical, and consumer goods. Consummation of Transaction Remains Uncertain Rosemary L. Klein, Solutia senior vice president, general counsel and secretary, said in a regulatory filing with the U.S. Securities and Exchange Commission that no assurances can be made as to whether the exploration of strategic alternatives will lead to the consummation of any particular transaction. Any potential transaction will likely be subject to numerous closing conditions, including third party approvals, she added. According to Jonathon P. Wright, Solutia senior vice president and president of Solutia's nylon division, the rising raw material costs, which are closely related to oil prices, in Solutia's nylon business "is becoming a drain" on the company's other businesses, Pensacola News Journal reported. Mr. Wright noted that in 2002, oil was only $17.50 per barrel. At present, it is over $140 per barrel. "[T]he characteristics of the nylon division are very different from the other products we make. If the price of oil went back to 2002 levels, then the nylon division would be more profitable, and we probably would think about staying in the business," Mr. Wright said. Daniel Ortwerth, chemical industry analyst at Edward Jones, said that likely buyers for Solutia's nylon division would include a "massive chemical corporation that has the global reach, production scale and efficiencies to make money even in lean times" -- which might include Dow Chemical Co. and BASF SE, PNJ reported. Mr. Ortwerth added that a Middle Eastern company with access to cheap supply of oil might also be a potential buyer, according to PNJ. SmallCapInvestor.com reported that Solutia's shares dropped 15%, down to $11.79, after announcement of the possible sale of its nylon business. On June 29, 2008, Solutia shares closed at $13.90 per share. Solutia shares closed at $12.82 per share on June 30, 2008. As of July 2, Solutia stock was at $12.56 per share. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE: SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. Solutia emerged from chapter 11 protection Feb. 28, 2008. (Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate credit rating on Solutia Inc. to 'B+' from 'D', following the company's emergence from bankruptcy on Feb. 28, 2008, and the implementation of its financing plan. The outlook is stable. S&P also affirmed its 'B+' rating and '3' recovery rating on Solutia's proposed senior secured term loan. In addition, S&P assigned its 'B-' rating to Solutia's $400 million unsecured bridge loan facility. S&P also withdrew its 'B-' rating on the proposed $400 million unsecured notes, which have been replaced by the bridge facility in Solutia's capital structure. SOLUTIA INC: Signs $182 Million Deal with Chinese Companies ----------------------------------------------------------- According to STLtoday.com, Solutia Inc. Chief Executive Officer Jeffry Quinn signed $182,000,000 in contracts with certain Chinese companies on June 16, 2008. Mr. Quinn was among local industry leaders who signed deals with Chinese companies during a meeting at the Ritz-Carlton Hotel in Clayton, STLtoday reported. Solutia said that 58% of its revenue growth between 2006 and 2001 will come from China, according to STLtoday. Solutia exports nylon resins and polymers to China from its Pensacola, Florida facility, STLtoday noted. "We look at China not as a place to outsource production and find cheap labor, but as a vibrant market that needs and desires the quality products that Solutia produces around the world," STLtoday quoted Mr. Quinn. Solutia manufactures tinted window films and, through a joint venture, heat-transfer fluid in China, according to STLtoday. Solutia also recently announced that it is seeking to expand its Crystex(R) insoluble manufacturing capacity in the Asia-Pacific region. Crystex is a vulcanizing agent used in the tyre industry. St. Louis RCGA Press Release Chinese Vice Premier Wang Qishan became the highest Chinese government official yet to visit St. Louis in connection with the proposal to create an air cargo hub and commercial center here to facilitate trade between China and the United States. The Vice Premier arrived on a flight direct from Beijing. After his meetings at St. Louis, he went on to Washington, D.C. for discussions with Secretary of the Treasury Henry Paulson. "We are extremely pleased to be hosting this visit by Vice Premier Wang," said Richard C. D. Fleming, President and Chief Executive Officer of the St. Louis Regional Chamber & Growth Association (RCGA). "His presence here speaks volumes about how seriously the Chinese are exploring the notion of making St. Louis their Midwestern port of entry to the United States." While in St. Louis, Vice Premier Wang met with Sens. Christopher S. "Kit" Bond and Claire McCaskill, as well as with Congressmen Russ Carnahan, William "Lacey" Clay, Todd Akin, and JoAnn Emerson, and with Mo. Lt. Gov. Peter Kinder, Missouri House Speaker Rod Jetton, St. Louis Mayor Francis Slay, St. Louis County Executive Charlie Dooley, and others, including Robert A. Reynolds Jr., RCGA's chairman and chairman, president, and chief executive officer of Graybar. The meetings took place at the Ritz-Carlton Hotel in Clayton, and were followed by a luncheon where the Vice Premier made remarks that were open to the media. In conjunction with Vice Premier Wang's visit, Chinese government officials signed four agreements with local and state businesses and organizations. The agreements were with the United Soybean Board, United States Soybean Export Council, and the American Soybean Association; the Missouri Department of Agriculture; Emerson (NYSE: EMR); and Solutia, Inc. (NYSE: SOA). Solutia signed memorandums of understanding with three companies for the purchase of Solutia's Vydyne(R) nylon resin, which is used by Chinese manufacturers of automotive, electrical, consumer, and industrial products. The three companies, and the size of the respective contracts, are Guangzhou Kingfa Science and Technology Co. Ltd., $84,000,000; Hangzhou Yongchang Nylon Co. Ltd., $56,000,000; and Liaoning Yinzhu Chem-Tex Group Co., $42,000,000. About the St. Louis RCGA The St. Louis Regional Chamber & Growth Association is the chamber of commerce and economic development organization for the 16-county, bi-state region. With nearly 4,000 member companies, RCGA members constitute 40% of the regional work force. The mission of the RCGA is to unite the region's business community, and to engage dynamic business and civic leadership to develop and sustain a world-class economy and community. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE: SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. Solutia emerged from chapter 11 protection Feb. 28, 2008. (Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate credit rating on Solutia Inc. to 'B+' from 'D', following the company's emergence from bankruptcy on Feb. 28, 2008, and the implementation of its financing plan. The outlook is stable. S&P also affirmed its 'B+' rating and '3' recovery rating on Solutia's proposed senior secured term loan. In addition, S&P assigned its 'B-' rating to Solutia's $400 million unsecured bridge loan facility. S&P also withdrew its 'B-' rating on the proposed $400 million unsecured notes, which have been replaced by the bridge facility in Solutia's capital structure. SOLUTIA INC: Registers $600 Million Stock and Debt Securities ------------------------------------------------------------- Solutia Inc. filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement under the Securities Act of 1933 to register $600,000,000 in debt securities, guarantees of debt securities, common stock at par value $0.01 per share, preferred stock at par value $0.01 per share, depository shares representing preferred stock, warrants, stock purchase contracts, and stock purchase units. Solutia may amend its Registration Statement, as necessary, to delay its effective date until a further amendment is filed specifically stating that the Registration Statement will become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the statement will become effective on a date SEC may determine. Solutia's prospectus describes the general terms of the securities and the general manner that the Company will offer them. Securities may be sold directly, through agents, dealers or underwriters designated from time to time, or through a combination of these methods. Solutia reserves the right to accept or reject, in whole or in part, any proposed purchase of securities. A full-text copy of the Prospectus is available at no charge at http://ResearchArchives.com/t/s?2f3c The net proceeds from the sale of Solutia's debt and equity securities for the repayment of indebtedness, to finance acquisitions or for general corporate and working capital purposes, according to Jeffry N. Quinn, Solutia chief executive officer and chairman of the board. The net proceeds may be invested temporarily or be applied to repay short-term or revolving debt until used for the stated purpose, he adds. The Prospectus supplement for any series of debt securities that may be offered will state the price and terms of the securities. Mr. Quinn notes that the material terms of Solutia's certificate of incorporation and by-laws authorizes it to issue a total of 600,000,000 shares of capital stock, consisting of: -- 500,000,000 shares of Common Stock, par value $0.01 per share; and -- 100,000,000 shares of Preferred Stock, par value $0.01 per share. As of March 31, 2008, 60,763,046 shares of Common stock and zero shares of Preferred Stock have been issued and outstanding. The transfer agent and registrar for Solutia's Common Stock is American Stock Transfer & Trust Company. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE: SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. Solutia emerged from chapter 11 protection Feb. 28, 2008. (Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate credit rating on Solutia Inc. to 'B+' from 'D', following the company's emergence from bankruptcy on Feb. 28, 2008, and the implementation of its financing plan. The outlook is stable. S&P also affirmed its 'B+' rating and '3' recovery rating on Solutia's proposed senior secured term loan. In addition, S&P assigned its 'B-' rating to Solutia's $400 million unsecured bridge loan facility. S&P also withdrew its 'B-' rating on the proposed $400 million unsecured notes, which have been replaced by the bridge facility in Solutia's capital structure. SOLUTIA INC: Sells Town & Country Property for $42.7 Million ------------------------------------------------------------ Solutia Inc. has sold its 260,000-square-foot office building in Town & Country, Mo., to Bluerock Real Estate, LLC, for $42,750,000. Through this agreement, Solutia is able to free up cash to pay down debt and for our core business operations while keeping our headquarters at the current site through a long-term lease, said James M. Sullivan, senior vice president and chief financial officer, Solutia Inc. Of the $42,750,000 in proceeds, Solutia used approximately $19,500,000 to pay off the current mortgage and the remainder for general corporate purposes. Solutia's corporate headquarters will continue to occupy 120,000 square feet of the building under a 10-year renewable lease with Bluerock. Pfizer Inc. and Savvis, Inc. also lease office space in the building. Solutia and its real estate advisor, Colliers Turley Martin Tucker, began marketing the site earlier this year. The site is located at 575 Maryville Centre Drive, approximately 18 miles west of downtown St. Louis. About Solutia Inc. Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE: SOA-WI) -- http://www.solutia.com/-- and its subsidiaries, manufactures and sells chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03- 17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. On Oct. 22, 2007, the Debtor re-filed a Consensual Plan & Disclosure Statement and on Nov. 29, 2007, the Court confirmed the Debtors' Consensual Plan. Solutia emerged from chapter 11 protection Feb. 28, 2008. (Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As reported in the Troubled Company Reporter on March 4, 2008, Standard & Poor's Ratings Services raised its corporate credit rating on Solutia Inc. to 'B+' from 'D', following the company's emergence from bankruptcy on Feb. 28, 2008, and the implementation of its financing plan. The outlook is stable. S&P also affirmed its 'B+' rating and '3' recovery rating on Solutia's proposed senior secured term loan. In addition, S&P assigned its 'B-' rating to Solutia's $400 million unsecured bridge loan facility. S&P also withdrew its 'B-' rating on the proposed $400 million unsecured notes, which have been replaced by the bridge facility in Solutia's capital structure. SONOMA ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sonoma Energy Corp. 17620 Highway 105 W. Montgomery, TX 77356 Bankruptcy Case No.: 08-34430 Type of Business: The Debtor is a Texas-based independent oil and gas exploration, development, and production company. See http://sonomaenergy.net/ Chapter 11 Petition Date: July 7, 2008 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Ronald J. Sommers, Esq. Email: efilers@nathansommers.com Nathan Sommers Jacobs 2800 Post Oak Blvd., 61st Fl. Houston, TX 77056-6102 Tel: (713) 892-4801 Fax: (713) 892-4800 http://www.nathansommers.com/ Total Assets: $2,948,429 Total Debts: $2,121,830 A copy of Sonoma Energy Corp's petition is available for free at: http://bankrupt.com/misc/txsb08-34430.pdf SOUTHPOINTE EXPANSION: Wants to Hire Quilling Selander as Counsel ----------------------------------------------------------------- Southpointe Expansion LP seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Quilling, Selander, Cummiskey & Lownds P.C. as its bankruptcy counsel. Christopher J. Moser, Esq., a shareholder at Quilling, Selander, Cummiskey & Lownds P.C., assures the Court that the firm does not hold or represent any interest adverse to the Debtor or its estate, and that the firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code. On June 2, 2008, Quilling Selander received a $10,000 retainer from the Debtor. Quilling Selander applied $3,314 of the $10,000 retainer to pay the Debtor's prepetition attorney's fees and to pay th $1,039 filing fee. As compensation for their services, Quilling Selander's professionals bill: Shareholders $275 to $350 Associates $150 to $250 Paralegals $50 to $105 Based in Fort Worth, Texas, Southpointe Expansion LP filed for Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08- 42534). Christopher J. Moser, Esq., at Quilling, Selander, Cummiskey & Lownds PC, represents the Debtor as counsel. SOUTHPOINTE EXPANSION: Files List of Largest Unsecured Creditors ---------------------------------------------------------------- Southpointe Expansion LP filed with the U.S. Bankruptcy Court for the Northern District of Texas a list of its largest unsecured creditors, disclosing: Creditor Nature of Claim Claim Amount -------- --------------- ------------ Salter Engineering & Services $14,560.00 Surveying Inc. 624 Ubduaba/aveby Suite 302 Wichita Falls, Texas 73601-2530 Schatz Consulting Services $13,000.00 Engineers Inc. 7423 Airport Freeway Fort Worth, Texas 76118 RTKL Associates Inc. Services $10,780.00 P.O. Box 402336 Atlanta, Ga. 30384-2336 KBR Fund LP Money Loaned $10,000.00 555 Bryant Street #122 Palo Alto, Ca. 94301 Coombs Land Surveying Inc. Services $5,995.00 P.O. Box 11370 Fort Worth, Texas 76110 Integrated Environmental Services $3,241.83 Solutions 1651 North Collins Blvd. Suite 170 Richardson, Texas 65080 Metzger Architecture Services $2,879.85 5801 Fawn Run Drive Flower Mound, Texas 75028 Marshal Lancaster & Services $324.75 Associates 1864 North Norwood Drive Suite E Hurst, Texas 76054 Based in Fort Worth, Texas, Southpointe Expansion LP filed for Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08- 42534). Christopher J. Moser, Esq., at Quilling, Selander, Cummiskey & Lownds PC, represents the Debtor as counsel. SOUTHPOINTE EXPANSION: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- Southpointe Expansion LP filed with the U.S. Bankruptcy Court for the Northern District of Texas their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,300,000 B. Personal Property 19,200 C. Property Claimed as Exempt D. Creditors Holding $ 6,925,057 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding 60,781 Unsecured Non-priority Claims ----------- ----------- TOTAL $15,319,200 $6,985,839 Based in Fort Worth, Texas, Southpointe Expansion LP filed for Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08- 42534). Christopher J. Moser, Esq., at Quilling, Selander, Cummiskey & Lownds PC, represents the Debtor as counsel. SOUTHWEST CHARTER: Section 341(a) Meeting Set for July 15 --------------------------------------------------------- The United States Trustee for Region 14 will convene a meeting of Southwest Charter Lines Inc.'s creditors at 4:00 p.m., on July 15, 2008, at the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible officer of the Debtor under oath about his financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc. -- http://www.swcl.com/-- provides transportation services. The company filed for Chapter 11 bankruptcy protection on May 29, 2008 (D. Ariz. Case No. 08-06252). Michael T. Reynolds, Esq. and Theodore P. Witthoft, Esq., at Collins, May, Potenza, Baran & Gillespie, represent the Debtor as bankruptcy counsel. When the Debtor filed for Chapter 11 restructuring, it listed total assets of $12,907,933 and total debts of $12,352,275. SOUTHWEST CHARTER: Can Employ Collins May as General Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona granted authority to Southwest Charter Lines Inc. to employ Collins, May, Potenza, Baran & Gillespie, P.C. as its general counsel, nunc pro tunc to bankruptcy filing. As compensation for their services, Collins May's professionals bill: Designation Hourly Rate ----------- ----------- Attorneys $250 - $345 Paralegals $165 Legak Assistants $60 Collins May has been paid a $12,000 retainer from a relative of an officer of the Debtor. To the best of the Debtor's knowledge, Collins May does not hold or represent any interest adverse to the Debtor or its estate. Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc. -- http://www.swcl.com/-- provides transportation services. The company filed for Chapter 11 bankruptcy protection on May 29, 2008 (D. Ariz. Case No. 08-06252). Michael T. Reynolds, Esq. and Theodore P. Witthoft, Esq., at Collins, May, Potenza, Baran & Gillespie, represent the Debtor as bankruptcy counsel. When the Debtor filed for Chapter 11 restructuring, it listed total assets of $12,907,933 and total debts of $12,352,275. SPECIALTY PROPERTY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Specialty Property Development, Inc. dba P&E Plumbing 2254 Trade Center Way Naples, FL 34109 Bankruptcy Case No.: 08-09079 Type of Business: The Debtor is a plumbing contractor. Chapter 11 Petition Date: June 20, 2008 Court: Middle District of Florida (Tampa) Debtor's Counsel: Steven M. Berman, Esq. E-mail: adavis@slk-law.com Shumaker, Loop & Kendrick, LLP 101 E. Kennedy Blvd., Ste. 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 http://www.slk-law.com/home/default.aspx Total Assets: $136,963 Total Debts: $2,840,235 A copy of Specialty Property Development, Inc.'s petition is available for free at: http://bankrupt.com/misc/flmb08-09079.pdf STEINWAY MUSICAL: S&P Lifts 7% Notes Rating to B+ from B --------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level ratings and revised its recovery ratings on Steinway Musical Instruments Inc.'s (B+/Stable/--) senior unsecured debt. S&P have raised the issue-level rating on the 7% notes due 2014 to 'B+', from 'B'. S&P have revised the recovery rating on this debt to '4', indicating that lenders can expect average (30%-50%) recovery in the event of payment default, from '5'. "The raised rating is based on our inclusion of the company's assets in Steinway's recovery analysis under a discrete asset valuation method," said Standard & Poor's credit analyst Patrick Jeffrey. "While we believe Steinway would be reorganized in the event of a bankruptcy filing, we have valued the company's assets on a discrete basis as we believe this methodology best captures the overall value of the company." The ratings on Waltham, Massachusetts-based Steinway Musical Instruments Inc. are based on the company's high leverage, narrow product offering, and the discretionary nature of spending on musical instruments. These factors are somewhat mitigated by Steinway's well-established market position in both the concert hall and institutional markets for musical instruments; its widely recognized brand names, including Steinway & Sons, Bach, and Selmer; and its geographic diversification. Ratings List Steinway Musical Instruments Inc. Corporate Credit Rating B+/Stable/-- Ratings Raised/Revised To From -- ---- Steinway Musical Instruments Inc. Senior Unsecured B+ B Recovery Rating 4 5 STEVE & BARRY'S: To File Chapter 11 Bankruptcy Protection Today ---------------------------------------------------------------- Steve & Barry's is expected to file for Chapter 11 bankruptcy protection today, July 9, 2008, The Wall Street Journal relates. WSJ, citing people familiar with the matter, says that the company is considering liquidating its assets due to its failure to raise rescue financing in recent weeks. WSJ indicates that the company has also been in discussions with Sears Holdings Corp., about a bail-out or partial sale. According to WSJ, the filing would be devastating to mall owners across the country. WSJ says there is also a possibility that all of the 275 stores will close, leaving thousands of its employees jobless. Some vendors have already stopped shipping to the company in anticipation of a filing, WSJ points out. Steve & Barry's main lender is the commercial-lending unit of General Electric Co., the Journal states. GE, the Journal relates, is expected to be made whole in any reorganization, though TA Associates, a private-equity firm that invested $320 million in 2006, faces far worse recovery prospects. About Steve and Barry LLC Headquartered in Port Washington, New york, Steve and Barry LLC -- http://www.steveandbarrys.com/-- sells every item in its stores for $19.99 or less, operates more than 250 shops in about 40 states nationwide. Stores range from 50,000 to over 100,000 sq. ft. The firm buys its merchandise (T-shirts, button-down shirts, varsity jackets, sweatpants, tank tops, backpacks) from vendors in the US, Canada, Central America, India, Mexico, and Pakistan. As reported by The Troubled Company Reporter on July 1, 2008, WSJ's Jeffrey McCracken and Peter Lattman reported that retailer Steve & Barry's LLC was readying plans to shutter more than 100 outlets, and is contemplating a full liquidation if it fails to secure emergency funding. STEVE & BARRY'S: Retail Industry Experts Explain Company Downfall ----------------------------------------------------------------- Three retail industry experts talked with Newsday staff writer James Bernstein on Monday regarding the problems hounding Steve & Barry's LLC: 1. Howard Davidowitz, chairman of Davidowitz & Associates, a retail consulting and investment banking firm, 2. Steven B. Greenberg, president of The Greenberg Group, real estate advisers to leading retailers, 3. Barry Berman, a professor of marketing at Hofstra University in Uniondale, New York. Mr. Bernstein says the experts believe the company's best course of action is to close stores and file for Chapter 11. Mr. Davidowitz explained to Mr. Bernstein that persuading vendors to provide new merchandise won't be easy. Various reports say the company may have to close as many as 100 of its 270 stores and file for Chapter 11 bankruptcy protection. The Wall Street Journal has said the company may file for bankruptcy early Wednesday. The company has not responded to the reports, according to Mr. Bernstein. According to Mr. Bernstein, analysts believe Steve & Barry's may have expanded too rapidly and worked on a business model that was based on a shaky foundation. Mr. Davidowitz pointed Mr. Bernstein to the company's large spaces being leased by the company. While the company may have received inducements to sign up for the big spaces, like free rent for a few months, eventually the rent bills came due, Mr. Davidowitz explained. Mr. Davidowitz also pointed to the company's licensing agreements with high-profile personalities like Sarah Jessica Parker of "Sex and the City," and basketball player Stephon Marbury. Mr. Davidowitz told Mr. Bernstein the endorsements may have required the company to pay higher fees, offsetting any sales booster, if any. Mr. Greenberg said Steve & Barry's margins were probabily low. Mr. Greenberg said "[L]uxury retailers work off large margins. . . But Steve & Barry's mantra seemed to be, 'You can get it here less expensively.' They were overly excessive about that." Mr. Berman agrees the poor economy also contributed to the company's woes. "[T]he economy is such that people seem to be delaying purchases of even inexpensive clothing," Mr. Bernstein quotes Mr. Berman as saying. About Steve and Barry LLC Headquartered in Port Washington, New york, Steve and Barry LLC -- http://www.steveandbarrys.com/-- sells every item in its stores for $19.99 or less, operates more than 250 shops in about 40 states nationwide. Stores range from 50,000 to over 100,000 sq. ft. The firm buys its merchandise (T-shirts, button-down shirts, varsity jackets, sweatpants, tank tops, backpacks) from vendors in the US, Canada, Central America, India, Mexico, and Pakistan. According to the Troubled Company Reporter on July 1, 2008, The Wall Street Journal's Jeffrey McCracken and Peter Lattman said Steve & Barry's is readying plans to shutter more than 100 outlets, and is contemplating a full liquidation if it fails to secure emergency funding. Messrs. McCracken and Lattman, citing people familiar with the situation, said Steve & Barry's is looking for $40,000,000 in financing if it must file for bankruptcy. According to the Troubled Company Reporter on June 23, 2008, the company has tapped Goldman Sachs Group Inc. to help seek out financing. The TCR said the company has been approaching a number of financial institutions to obtain funding for its operations for the rest of the year. Without additional capital, the company's fate will be determined by the commercial-lending unit of General Electric Co., which provided roughly $200,000,000 in loans in March. The company is in default on that loan. Steve & Barry's could seek bankruptcy protection sometime in July, the TCR related. Messrs. McCracken and Lattman said Steve & Barry's has approached other retailers like Wal-Mart Stores Inc., Gap Inc. and Sears Holding Corp. owner Eddie Lampert for possible investment ties, but those retailers have shown little interest. Messrs. McCracken and Lattman also said GE has also explored whether Steve & Barry's could exist as solely a wholesaler on the strength of its brand name. STRUCTURED ASSET: S&P Puts Default Ratings on Three Classes ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on four classes from three U.S. prime jumbo residential mortgage-backed securities transactions issued between 2004 and 2006. S&P downgraded three classes to 'D'. S&P lowered its ratings on three classes to 'D' because the affected classes suffered principal write-downs, and thus, S&P do not expect them to receive their full principal balance. Additionally, S&P downgraded class B-4 from Structured Asset Mortgage Investments II Trust 2004-AR7 to 'CCC' from 'B'. The lowered rating reflects negative projected credit support due to high delinquencies and adverse collateral performance. Based on the dollar amount of loans currently in the delinquency pipeline, losses are projected to further reduce credit enhancement. S&P will continue to monitor these transactions and adjust the ratings on the remaining classes if the available credit support is no longer sufficient to support the current ratings. Ratings Lowered Structured Asset Mortgage Investments II Trust Rating ------ Series Class To From ------ ----- -- ---- 2004-AR7 B-4 CCC B 2004-AR7 B-5 D CCC Structured Adjustable Rate Mortgage Loan Trust Rating ------ Series Class To From ------ ----- -- ---- 2005-21 B9-I D CC 2006-7 B5-II D CC SYNTAX-BRILLIAN: Files for Bankruptcy, Selling Vivitar for $60MM ---------------------------------------------------------------- Syntax-Brillian Corporation and two of its affiliates filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code before the United States Bankruptcy Court for the District of Delaware. Bloomberg News, citing papers filed with the Court, says Syntax- Brillian listed total assets of $175.7 million and debt of $259.4 million. The Chapter 11 filing includes all of the company's subsidiaries except Vivitar, the company's brand of digital still and video cameras. The company is seeking court approval to sell Vivitar, subject to higher and better offers, pursuant to Section 363(f) of the Bankruptcy Code. Asset Purchase Agreement with Olevia The company has entered into an asset purchase agreement to sell certain of its assets to Olevia International Group, LLC, which is under common ownership with TCV Group. A full-text copy of the asset purchase agreement is available for free at: http://ResearchArchives.com/t/s?2f40 Under the terms of the transaction, Olevia International Group will assume $60 million of Syntax-Brillian's secured debt in exchange for the purchased assets. Syntax�Brillian selected KPMG Corporate Finance LLC to advise on the sale process. The Company expects the sale to close by Aug. 31, 2008. Dianna Heitz of SmallCapInvestor.com reports that Syntax-Brillian traded at $0.06 on Tuesday, down $0.40 from Monday's close. The company's stock is down 85% since January 2008, she notes. The company's stock will have no value under a proposed Chapter 11 reorganization plan, various sources report. According to the company's regulatory filing with the Securities and Exchange Commission, for the period quarter ended Sept. 30, 2007, the company listed total assets of $550 million and total debts of $227 million resulting in a stockholders' equity of $323 million. On Feb. 12, 2008, the company reported that it requires additional time to file its quarterly report for the period ended Dec. 31, 2007. DIP Financing Talks The Company is in talks with certain lenders and Silver Point Finance LLC, as administrative agent, collateral agent, and lead arranger dated Oct. 26, 2007, as amended, to secure DIP financing, which will provide the working capital and financial resources necessary to fund the transition to new ownership. In addition, it is seeking, and expects to receive, approval for a variety of first day motions, including requests to make wage and salary payments, honor existing employee benefits, continue certain customer programs and pay suppliers for goods and services delivered after July 8, 2008. On October 26, 2007, the company entered into a five-year credit and guarantee agreement with Silver Point and several lenders providing of up to $250 million in financing. The loan bear interest at the lesser of the Base Rate plus 5% or LIBOR plus 6%. The agreement is secured by a first priority blanket lien on substantially all of the company's assets, including a pledge of all the capital stock of each of its domestic subsidiaries and 65% of all the capital stock of each of its first tier foreign subsidiaries. "Following a careful review of all of our alternatives, Syntax- Brillian's management and Board of Directors unanimously determined that a sale, expedited through the Chapter 11 process, represents the best long-term solution for our retail partners, suppliers, employees and consumers," said Gregory F. Rayburn, Interim Chief Executive Officer at Syntax-Brillian. "This process will allow us to operate business as usual, even as we address liquidity and leverage issues experienced in the past year. It will allow us to honor our commitments to our retail partners, suppliers, employees and consumers, continue to advance initiatives that improve and develop our product lines, and better position us to capitalize on the demand for our products going forward." "We believe the proposed transaction would enable us to stabilize our business and execute on our growth prospects," Mr. Rayburn continued. "Moreover, we believe the purchaser would gain a competitive advantage by being the first in the LCD TV industry to unite design, sourcing, manufacturing and delivery of HDTV products under common ownership." The company intends to continue normal business operations at all of its facilities, consistent with its obligations as a Chapter 11 debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. NASDAQ Delisting Expected The Company says it received on July 1, 2008, a letter from the Nasdaq Stock Market notifying the company that for the last 30 consecutive trading days its common stock has closed below the minimum $1 per share requirement for continued inclusion under marketplace rule 4450(a)(5). Syntax-Brillian has been provided 180 calendar days, or until Dec. 29, 2008, to regain compliance. Due to filing a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court, the company does not intend to attempt to regain compliance with this marketplace rule and expects that its common stock will be delisted from the Nasdaq Global Market within the next 10 days. The company expects that shares of its common stock will have no value as a result of the reorganization and subsequent transaction. Management and Board Changes The company disclosed the resignation of several directors. Effective June 30, 2008, Vincent F. Sollitto, Jr, James Ching Hua Li, Bruce Berkoff, David Chavoustie, Yasushi Chikagami, and Max Fang, resigned as directors of the Company. Following these resignations, Michael Garnreiter constitutes the sole member of the Board of Directors. Furthermore, on July 2, 2008, the Board of Directors terminated James Ching Hua Li as President and Chief Executive Officer. Gregory F. Rayburn remains Interim Chief Executive Officer of the Company. About Syntax-Brillian: Headquartered in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs, digital cameras, and consumer electronics products include Olevia(TM) brand high-definition widescreen LCD televisions and Vivitar brand digital still and video cameras. SYNTAX-BRILLIAN: Case Summary & 40 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Syntax-Brillian Corp. 1600 N. Desert Dr. Tempe, AZ 85281 Tel: (602) 389-8888 Fax: (602) 389-8997 Bankruptcy Case No.: 08-11407 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Syntax-Brillian SPE, Inc. 08-11408 Syntax Groups Corp. 08-11409 Type of Business: The Debtors design, develop and distribute high- definition televisions (HDTVs), liquid crystal display (LCD) and liquid crystal on silicon (LCoS) technologies. They sell the LCD HDTVs, as well as LCoS HDTVs through the Olevia brand name. See http://www.syntaxbrillian.com Chapter 11 Petition Date: July 8, 2008 Court: District of Delaware (Delaware) Judge: Brendan Linehan Shannon Debtors' Counsel: Dennis A. Meloro, Esq. Email: bankruptcydel@gtlaw.com Victoria Watson Counihan, Esq. Email: bankruptcydel@gtlaw.com Greenberg Traurig The Nemours Building 1007 North Orange St., Ste. 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 Syntax-Brillian Corp's Financial Condition as of June 1, 2008: Total Assets: $175,714,000 Total Debts: $259,389,000 Debtors' Consolidated List of 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Westech Electronics Ltd. supplier $14,084,050 Attn: Elaine Wang 34 Kaki Bukit Crescent Kaki Bukit TechPark 416263 Singapore Tel: 65-67486355 Fax: 65-67492848 Compal Electronics, Inc. supplier $7,637,440 Attn: Gary Lue No. 581 Ruiguang Blvd. Neihu, Taipei, 114 Taiwan Tel: 886-2-8797-8599, 16936 (ext.) Fax: 886-2-2658-5001 ESPN, Inc. advertising & $6,504,627 Attn: Scott Jenkins & David marketing Longo 13039 Collections Center Dr. Chicago, IL 60693 Tel: (860) 766-2326 Fax: (860) 766-2426 Digimedia Technology Co., Ltd. supplier $6,100,154 Attn: Tracy Tseng & Nico Lai No. 100 Gungye, 2nd Road Tainan Technology Industrial Park Tainan, Taiwan 70955 Tel: 886-6-384-0800 Fax: 886-6-384-0600 Solar Link Technologies, Inc. supplier $4,296,529 Attn: Johnny Tsai 4652 E. Brickel St. Ontario, CN 91761 Tel: 909-230-4589 Fax: 909-230-4588 Pacific Global Technology, supplier $4,021,178 Ltd. Attn: Jean MC, Accounting Flat D. 24/F, Block 1, Golden Dragon Industrial Centre 152-160 Tai Lin Pai Road, Kwai Chung, N.T., Hong Kong Tel: 852-3106-8292 Fax: 852-3106-8693 Preferred Bank bank loan: $4,000,000 Attn: Phanglin Lin #204615 17515 Colima Rd. City of Industry, CA 91748 Tel: (626) 935,1900, 1608 (ext.) Fax: (626) 935-1909 Zenith Electronics Corp. royalty $3,689,995 Attn: Richard Lewis 2000 Millbrook Dr. Lincolnshire, IL 60069 Tel: (847) 941-8048 Fax: (847) 942-8200 TCV Industrial Co., Ltd. supplier & stalking $2,207,160 Attn: Michael Wu bidder No. 20 Ta You 1st Ta Fa Industrial District, Ta Liao Hsiang Kao Hsiung Hsien, Taiwan Tel: 886-7-787-4241 Fax: 886-7-787-2943 LA Live Properties, LLC advertising & $2,064,000 1100 South Flower St., marketing Ste. 3200 Los Angeles, CA 90015 Tel: (213) 763-5447 TCV Technology Co., Ltd. (b) supplier & stalking $2,041,800 Attn: Michael Wu bidder No. 20 Ta You 1st Ta Fa Industrial District, Ta Liao Hsiang Kao Hsiung Hsien, Taiwan Tel: 886-7-787-4241 Fax: 886-7-787-2943 MPEG LA, LLC royalty $1,845,632 Attn: Accounting 6312 S. Fiddlers Green Circle, Ste. 440E Greenwood Village, CO 80111 Tel: (303) 331-1880 Fax: (303) 331-1879 WesCal Electronics Pte. Ltd. supplier $1,711,035 Attn: May Lin 1F, No. 9, Ally 20, Ln. 135 Sec. 2, Minchaun East Road, Taipei, Taiwan Tel: 886-2-2501-4099, 101 (ext.) Fax: 886-2-2501-4088 ABC Radio Networks advertising & $958,800 Attn: Calvin, Accounting marketing P.O. Box 403975 Atlanta, GA 30384-3975 Tel: (972) 448-3311 Fax: (972) 448-3145 American Broadcasting Co. advertising & $876,138 Attn: Cynthia, Accounting marketing P.O. Box 10481 Newark, NJ 07193-0481 Tel: (212) 456-1088 Fax: (212) 456-1137 Thomson Licensing, LLC royalty $570,255 Attn: License Accountant 2 Independence Way Princeton, NJ 08540 Tel: (609) 734-6853 Fax: (609) 734-6899 Ernst & Young, LLP professional $240,350 services NVC Logistics Group, Inc. freight, motion filed $194,156 to pay pre-petition lien amount Majestic Management Co.- lease for two $174,368 Fairway Buildings facilities at monthly rent of $51,307 & $123,061 South Bay Freight System freight, motion filed $141,601 to pay pre-petition lien amount Oracle Corp. software expense $122,788 Cole Sales, Inc. commissions $121,979 ACM Arizona Commercial "catch-up" common $115,224 Property Management, LLC area fees of $56,663 and rent for $58,561 Pauley Peterson & Erickson consulting fees $110,000 Dolby Laboratories, Inc. royalty $99,721 Silver & Freedman legal $95,000 Semiconductor Manufacturing supplier $83,380 International (Shanghai) Corp. Silicon Valley Expert Witness consulting fees $75,560 Group, Inc. Rapid Prototypes, Inc. consulting fees $71,160 B.E. Logistics, Inc. freight, motion filed $59,383 to pay pre-petition lien amount ThomasLloyd Capital, LLP banking fees $58,133 AFN, LLC freight, motion filed $56,400 to pay pre-petition lien amount KPMG consulting fees $52,751 Willis of Arizona insurance broker $47,660 Ajilon Professional Staffing, temporary labor $46,985 LLC Neyensch Printers printer $45,416 Apex Maritime Co. (Lax), Inc. freight, motion filed $42,525 to pay pre-petition lien amount Grunfield Desiderio, LLP legal $42,000 Tanner De Witt legal $40,544 DotFushion advertising & $40,125 marketing THATCHER LAMASTUS: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Thatcher William Lamastus C-1 Tivoli Street Urb. Paseo de la Fuente San Juan, PR 00926 Bankruptcy Case No.: 08-04386 Chapter 11 Petition Date: July 7, 2008 Court: District of Puerto Rico (Old San Juan) Debtor's Counsel: Charles Alfred Cuprill, Esq. (cacuprill@aol.com) Charles Alfred Cuprill, P.S.C. Law Office 356 Calle Fortaleza, 2nd Floor San Juan, PR 00901 Tel: (787) 977-0515 Estimated Assets: $1,000,000 to $100,000,000 Estimated Debts: $1,000,000 to $100,000,000 Debtor's list of its six largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Banco Popular de Puerto Rico $5,950,000 Popular Mortgage P.O. Box 363534 San Juan, PR 00936-3534 Second Mortgage $1,000,000 Secured: $1,544,000 Unsecured: $456,000 Firstbank De Puerto Rico Credit Line $24,000 P.O. Box 9146 San Juan, PR 00908-0146 Citi Card - Visa Credit Card Charges $8,585 P.O. Box 6000 The Lakes, NY 89163 R&G Premier Bank - Visa $2,430 American Express Credit Card Charges $2,489 Visa - FIA Card Services Credit Card Charges $610 TIERS TRUST: Moody's Junks Rating of Floating Rate Certs. to Caa1 ----------------------------------------------------------------- Moody's Investors Service has downgraded its rating of these certificates issued by TIERS Floating Rate Credit Linked Trust, Series 2005-12: Class Description: $7,500,000 TIERS Floating Rate Credit Linked Trust Certificates, Series 2005-12 -- Prior Rating: Baa3, on review for possible downgrade -- Current Rating: Caa1 Moody's explained that the rating action reflects deterioration in the credit quality of the transaction's underlying reference portfolio, which consists primarily of corporate securities. TIERS FLORIDA: Moody's Cuts Rating of Floating Rate Certs. to Ba3 ----------------------------------------------------------------- Moody's Investors Service has downgraded its rating of these certificates issued by TIERS Florida Floating Rate Credit Linked Trust, Series 2005-15: Class Description: $15,000,000 TIERS Florida Floating Rate Credit Linked Trust Certificates, Series 2005-15 -- Prior Rating: A3, on review for possible downgrade -- Current Rating: Ba3 Moody's explained that the rating action reflects deterioration in the credit quality of the transaction's underlying reference portfolio, which consists primarily of corporate securities. TIERS GEORGIA: Moody's Cuts Rating of Floating Rate Certs. to B1 ---------------------------------------------------------------- Moody's Investors Service has downgraded its rating of these certificates issued by TIERS Georgia Floating Rate Credit Linked Trust, Series 2006-1: Class Description: $20,000,000 TIERS Georgia Floating Rate Credit Linked Trust Certificates, Series 2006-1 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: B1 Moody's explained that the rating action reflects deterioration in the credit quality of the transaction's underlying reference portfolio, which consists primarily of corporate securities. TORRENT ENERGY: Files Chapter 11 Plan of Reorganization ------------------------------------------------------- Torrent Energy Corporation and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Oregon their Chapter 11 plan of reorganization and accompanying disclosure statement. Plan Summary The Debtors' Plan provides for the reorganization of each of the three Debtors and the payment in full of each allowed claim against the Debtors. The treatment of the two impaired classes of interests -- Class 3: Series E Preferred Interests and Class 4: Common Shareholder Interests -- will depend on the outcome of the companies' rights offering, pursuant to which holders of the Debtors' common shares will have the opportunity to purchase shares in reorganized Torrent Energy if certain conditions are met. According to the Plan, debtor-in-possession lenders will receive the Senior Secured Convertible Debt of reorganized Torrent Energy in the amount equal to the DIP Lender claim. Allowed administrative claimants and holders of priority tax claims will also receive cash equal to the unpaid portion of their claims. Allowed priority claims and unsecured claims will be paid in full. Other equity interests will be cancelled, while the Debtors will revest and hold on to their subsidiary interests. A full-text copy of the joint Chapter 11 plan of reorganization is available for free at: http://researcharchives.com/t/s?2f32 Rights Offering If certain conditions are met, common shareholders will have the right, but not the obligation, to acquire reorganized Torrent Energy common shares. The Rights Offering will occur and will be completed on or prior to the effective date of the Plan if the offering conditions are satisfied: i) the Common Shareholders consent to the conversion of the Series E Preferred Interest into Senior Secured Convertible Debt; ii) the Common Shareholders participate in the Rights Offering to an extent that the gross proceeds to Debtors is equal to or greater than the Rights Offering Threshold; and iii) the Court makes a final determination that Section 1145 of the U.S. Bankruptcy Code applies with respect to the Rights Offering, including the offer, sale, issuance, distribution, resale and transfer of the Reorganized Torrent Energy Common Shares, and that any such activity done with the Common Shares will be exempt from registration under the Securities Act of 1933. The Rights Offering Threshold will be equal to $2,000,000, or such lesser amount as determined by the DIP Lender in its sole discretion. About Torrent Energy Based in Portland, Oregon, Torrent Energy Corporation fka iRV Inc. -- http://www.torrentenergy.com/-- engages in natural gas exploration. The company and two of its affiliates, Methane Energy Corp. and Cascadia Energy Corp., filed for Chapter 11 protection on June 2, 2008 (Bankr. D. Ore. Lead Case No. 08- 32638). Jeanette L. Thomas, Esq. at Perkins Coie LLP, represents the Debtors in their restructuring efforts. The Debtors' consolidated balance sheets listed total assets of $35,955,866 and total debts of $23,073,091 for the quarterly period ended Dec. 31, 2007. The Court already gave interim authority to the Debtors to obtain up to $1.34 million in debtor-in-possession financing from YA Global Investment LP, as lender. A hearing is set for July 9, 2008, to consider final approval of the Debtors' DIP request. TRIBUNE CO: Chicago Tribune to Cut Newsroom Jobs, Reduce Pages -------------------------------------------------------------- The Chicago Tribune disclosed that it will be eliminating around 80 of its current 578 newsroom positions next month, and reducing the number of pages it publishes by 13 to 14 percent each week. "Like many newspapers, we're feeling financial pressures," Hanke Gratteau, the Chicago Tribune's managing editor for news, said. The newspaper said it already informed its staff about the plan on Tuesday. The reduction will cut the actual number of newsroom staff to between 55 and 58 by the end of August. Not all the vacant newsroom jobs are currently filled. Chicago Tribune will also be cutting a yet undetermined number of jobs in other departments -- its fourth job reduction since late 2005, when its newsroom held around 670 positions. Associated Press, citing a person familiar with the recent decision, reported that the goal in the latest round of cuts is to trim $8.8 million in salary and benefits. Randy Michaels, chief operating officer of Chicago Tribune parent Tribune Co. already warned lenders last month about a company-wide staff and newspaper pages reduction due to a severe drop in publishing revenue this year. The target date is mid-September this year. Chicago Tribune said its move goes with industry-wide trends, which resulted from online advertising revenue growth being unable to offset print advertising declines. The Los Angeles Times, The Sun in Baltimore and the Hartford Courant had announced similar decisions. As reported by the Troubled Company Reporter on July 4, 2008, the Tribune Co.-owned Los Angeles Times intends to cut around 250 jobs, including 17% of its news staff, and cut back on its published pages by 15%, to reign in rising costs. In a memo distributed by L.A. Times editor Russ Stanton, the paper said 150 editors will be laid off out of a total of 840 news staff. The Times nearly had 1,200 editors in 2000, Reuters notes. In addition, some 100 jobs from the paper's other divisions will be cut, The Wall Street Journal cites L.A. Times publisher David Hiller. Most of these jobs in the business departments are already gone, while editorial positions will be eliminated on Labor Day. About Tribune Company Headquartered in Chicago, Tribune Company (NYSE: TRB) -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting. It reaches more than 80% of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, New York), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company's broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. * * * As reported in the Troubled Company Reporter on March 20, 2008, Standard & Poor's Ratings Services lowered its ratings on the class A and B units from the $79.795 million Structured Asset Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1 to 'CCC' from 'CCC+' and removed them from CreditWatch with negative implications. TRIBUNE CO: Inks $300MM Receivables Loan Agreement with Barclays ---------------------------------------------------------------- Tribune Company has signed a $300,000,000 asset-backed commercial paper facility with Barclays Bank PLC. The facility allows Tribune to raise cash proceeds through the company's outstanding trade receivables. Initially, Tribune borrowed $225,000,000 under this facility; net proceeds were used to repay the company's term loan X. Tribune also entered into a $300,000,000 trade receivables securitization facility with Tribune Receivables, LLC, a wholly owned bankruptcy-remote special purpose subsidiary of Tribune. Pursuant to a receivables purchase agreement, dated as of July 1, 2008, among Tribune, the Receivables Subsidiary and certain other subsidiaries of Tribune, the Operating Subsidiaries will sell certain trade receivables and related assets to Tribune on a daily basis. Tribune, in turn, will sell the Receivables -- including Receivables purchased from the Operating Subsidiaries -- to the Receivables Subsidiary, also on a daily basis. A full-text copy of the Receivables Purchase Agreement is available at no charge at: http://ResearchArchives.com/t/s?2f42 Receivables transferred to the Receivables Subsidiary will be assets of the Receivables Subsidiary and not of Tribune or any of the Operating Subsidiaries, and accordingly will not be available to Tribune creditors or any of the Operating Subsidiaries. The Barclays agreement is memorialized by a receivables loan agreement, dated July 1, 2008, among Tribune, as servicer; the Receivables Subsidiary, as borrower; certain entities from time to time parties thereto as conduit lenders and committed lenders; certain financial institutions from time to time parties thereto as funding agents; and Barclays, as administrative agent. Pursuant to the Receivables Loan Agreement, the Lenders will, from time to time, make advances of up to $300,000,000 in the aggregate to the Receivables Subsidiary. The advances will be secured by, and repaid through collections on, the Receivables owned by the Receivables Subsidiary. Tribune -- directly and indirectly through the Operating Subsidiaries -- will service the Receivables, and the Receivables Subsidiary will pay a fee to Tribune Company for the services. A full-text copy of the Receivables Loan Agreement is available at no charge at: http://ResearchArchives.com/t/s?2f43 Advances under the Receivables Loan Agreement that are funded through commercial paper issued by the Lenders will accrue interest based on the applicable commercial paper interest rate or discount rate, plus a margin. All other advances will accrue interest at (i) LIBOR, (ii) the prime rate or (iii) the federal funds rate, in each case plus an applicable margin. The Receivables Loan Agreement includes customary early amortization events and events of default for facilities of this nature. The Receivables Subsidiary is required to repay the advances in full by no later than July 1, 2010. Tribune, like other newspaper outlets, is suffering a decline in publishing revenues due to online competition. Chicago Tribune media columnist Phil Rosenthal says the newspaper industry troubles are compounded at Tribune by the debt load Tribune took on late 2007 in going private -- an $8,200,000,000 transaction engineered by Sam Zell, who became the company's chairman and chief executive. Mr. Rosenthal says Tribue has major payment obligations due in 2008 and 2009. Mr. Zell, according to Mr. Rosenthal, has said the 2008 obligations should be covered through Cablevision Systems Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's paper in Long Island, as well as through the Barclays facility. Mr. Rosenthal says the planned sale of the Chicago Cubs and Wrigley Field is expected to help cover 2009 obligation. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting. It reaches more than 80% of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, New York), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company's broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. * * * As reported in the Troubled Company Reporter on March 20, 2008, Standard & Poor's Ratings Services lowered its ratings on the class A and B units from the $79.795 million Structured Asset Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1 to 'CCC' from 'CCC+' and removed them from CreditWatch with negative implications. TRIBUNE CO: Explores Options for Tower and Times Mirror Square -------------------------------------------------------------- Tribune Company is exploring strategic options for maximizing the value of Tribune Tower, located in downtown Chicago, in Illinois, and Times Mirror Square, located in downtown Los Angeles, in California. The company has issued requests for proposals to several of the country's leading real estate firms. Tribune is seeking assistance in identifying various structures, development opportunities, and occupancy strategies for both properties. The company intends to maintain an ongoing ownership position in the Tower and in Times Mirror Square. "Both Tribune Tower and Times Mirror Square are iconic structures, deeply intertwined with the history of this company," said Tribune Chairman and Chief Executive Officer Sam Zell in an e-mail to employees. "But they are also under-utilized, and as employee- owners, it's in our best interests to maximize the value of all our assets." Tribune Tower is 40 stories tall and has 940,000 square feet of usable space. The property also includes an adjacent parcel of land, approximately one acre in size, currently being used as a surface parking lot. Times Mirror Square is a complex of five buildings with 750,000 square feet of usable space, located on one city block. The property also includes an adjacent parcel of vacant land, approximately two acres in size and a parking garage. Chicago Tribune reports that parent Tribune Co. is also seeking to sell its stake in the Chicago Cubs and Wrigley Field. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting. It reaches more than 80% of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, New York), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company's broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Tribune, like other newspaper outlets, is suffering a decline in publishing revenues due to online competition. Chicago Tribune media columnist Phil Rosenthal says the newspaper industry troubles are compounded at Tribune by the debt load Tribune took on late 2007 in going private -- an $8,200,000,000 transaction engineered by Sam Zell, who became the company's chairman and chief executive. Mr. Rosenthal says Tribue has major payment obligations due in 2008 and 2009. Mr. Zell, according to Mr. Rosenthal, has said the 2008 obligations should be covered through Cablevision Systems Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's paper in Long Island, as well as through a $300,000,000 asset- backed commercial paper facility with Barclays Bank PLC. Mr. Rosenthal says the planned sale of the Chicago Cubs and Wrigley Field is expected to help cover 2009 obligation. * * * As reported in the Troubled Company Reporter on March 20, 2008, Standard & Poor's Ratings Services lowered its ratings on the class A and B units from the $79.795 million Structured Asset Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1 to 'CCC' from 'CCC+' and removed them from CreditWatch with negative implications. TRIBUNE CO: Sells Stake in ShopLocal to Gannett for $22,000,000 --------------------------------------------------------------- Gannett Co., Inc., acquired, in separate transactions, the ownership stakes of partners Tribune Company and The McClatchy Company in ShopLocal LLC, the top marketing and database services company for most major retailers in the USA. Tribune owned 42.5% of ShopLocal and McClatchy owned 15%. Chicago Tribune media columnist Phil Rosenthal says Tribune will sell its stake in ShopLocal to Gannett for around $22,000,000. ShopLocal will work in conjunction with PointRoll, also owned by Gannett, to create ads that dynamically connect retail advertisers and consumers, online and in the store. PointRoll is the Web's leading rich media company. "Only Gannett can combine the tools and innovation of ShopLocal with the marketing and creative acumen of PointRoll. This unique synergy will allow us to supercharge our ad services business and deliver more value to our customers," said Jack Williams, president of Gannett Digital Ventures. "The end result will be a deeper, richer customer database, marketing and sales strategies that connect with advertisers' needs and access to broader ad networks. This is a strategic win for everyone involved." Said Chris Saridakis, senior vice president and chief digital officer for Gannett: "ShopLocal and PointRoll have always been focused on innovation, client service and loyal customers. Together, they can drive those skills to new heights, develop great products, broaden their distribution and better serve their customers." Tribune, McClatchy and Gannet remain partners with Gannett in a number of ventures, including CareerBuilder, Classified Ventures and Topix.net. Tribune and Gannett also jointly own Metromix, a national network of local entertainment Web sites, and are partners in quadrantOne, an online advertising venture. About ShopLocal ShopLocal, the leader in multi-channel shopping and advertising services, offers a complete suite of innovative solutions that connect advertisers and consumers -- online and in-store. ShopLocal's industry-leading SmartProduct business solutions (SmartCircular, SmartMedia, SmartDelivery and SmartCatalog) enable more than 100 of the nation's top retailers, including Target, Best Buy, Home Depot, CVS, Albertsons and Sears, to deliver highly interactive, targeted and localized promotions to shoppers via the Internet, mobile phones and any other digital environment. About PointRoll PointRoll offers a solution to the limited performance of standard banner ads by effectively bringing a mini Web site to the user without requiring a click. PointRoll's superior rich media technology and service enable advertisers to connect with consumers by creating an interactive online environment that generates conversion. With interactive features such as streaming video, polling, instant e-mail, data collection and more, marketers can easily create and deliver ads that build brand awareness and drive sales. The result: great creative controlled by the user and improved ad effectiveness-without the negative experience associated with intrusive technologies. Additionally, PointRoll delivers comprehensive, real-time reporting that definitively illustrates return on investment. About Gannett Gannett Co., Inc. (NYSE:GCI) -- http://www.gannett.com/-- is a leading international news and information company that publishes 85 daily newspapers in the USA, including USA TODAY, the nation's largest-selling daily newspaper. The company also owns nearly 900 non-daily publications in the USA and USA WEEKEND, a weekly newspaper magazine. Gannett subsidiary Newsquest is the United Kingdom's second-largest regional newspaper company. Newsquest publishes nearly 300 titles, including 17 daily newspapers, and a network of prize-winning Web sites. Gannett also operates 23 television stations in the United States and is an Internet leader with sites sponsored by its TV stations and newspapers including USATODAY.com, one of the most popular news sites on the Web. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting. It reaches more than 80% of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune's leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, New York), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company's broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Tribune, like other newspaper outlets, is suffering a decline in publishing revenues due to online competition. Chicago Tribune media columnist Phil Rosenthal says the newspaper industry troubles are compounded at Tribune by the debt load Tribune took on late 2007 in going private -- an $8,200,000,000 transaction engineered by Sam Zell, who became the company's chairman and chief executive. Mr. Rosenthal says Tribue has major payment obligations due in 2008 and 2009. Mr. Zell, according to Mr. Rosenthal, has said the 2008 obligations should be covered through Cablevision Systems Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's paper in Long Island, as well as through a $300,000,000 asset- backed commercial paper facility with Barclays Bank PLC. Mr. Rosenthal says the planned sale of the Chicago Cubs and Wrigley Field is expected to help cover 2009 obligation. * * * As reported in the Troubled Company Reporter on March 20, 2008, Standard & Poor's Ratings Services lowered its ratings on the class A and B units from the $79.795 million Structured Asset Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1 to 'CCC' from 'CCC+' and removed them from CreditWatch with negative implications. UTSTARCOM INC: Completes $240MM PCD Sale to AIG Vantage Affiliate ----------------------------------------------------------------- UTStarcom Inc. completed the divestiture of its Personal Communications Division on July 1, 2008. The proceeds of approximately $240 million, based on the working capital levels on June 30, 2008, are subject to certain adjustments. On July 1, UTStarcom reached an agreement to sell its Personal Communications Division to a formed entity controlled by AIG Vantage Capital, a part of AIG Investments. The transaction has been unanimously approved by UTStarcom's board of directors. The company stated that the divestiture of PCD is consistent with UTStarcom's strategic focus disclosed in late 2007, which is aimed at maximizing UTStarcom's opportunities in its core IP-based product offerings in growing economies around the world. The PCD business, which distributes handsets and related accessories in North America, was identified as a divestiture opportunity at that time. This transaction, combined with the divestiture of the Mobile Solutions Business Unit, will complete two milestones in simplifying the operations of UTStarcom. Subsequent to the transaction, the privately held company will be called Personal Communications Devices LLC and will be led by PCD's management team who will be part-owners of the company with AIG Vantage Capital and other investors. The Handset business unit of UTStarcom will continue to design and provide devices to be sold in the Americas through Personal Communications Devices LLC as part of a supply agreement. UTStarcom will also sell devices directly to carriers in other areas of the world. According to the agreement, UTStarcom could also receive up to $50 million based on a three-year earn out provision. Merrill Lynch & Co. acted as financial advisor to UTStarcom. About AIG Vantage Capital AIG Vantage Capital is the investment arm of AIG Investments -- http://www.aiginvestments.com/-- fka AIG Global Investment Investment Group or AIGGIG which manages customized portfolios of equities, fixed-income securities, hedge funds, private equity, and real estate for pension funds, foundations, and financial institutions. About UTStarcom Inc. Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end networking solutions and international service and support. The company develops, manufactures and markets its broadband, wireless, and terminal solutions to network operators in both emerging and established telecommunications markets worldwide. UTStarcom was founded in 1991 and is headquartered in Alameda, California. The company has research and development centers in the USA, Canada, China, Korea and India. Going Concern Doubt PricewaterhouseCoopers LLP, in San Jose, California, expressed substantial doubt about UTStarcom Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring net losses, negative cash flows from operations and significant debt obligations. On March 3, 2008, the company repaid the convertible subordinated notes of $289.5 million which included a principal payment of $274.6 million and the accrued interest of $14.9 million. The company reported an operating loss of $30.9 million for the quarter ended March 31, 2008. VISTEON CORP: Completes Sale of Swansea, UK Biz to Linamar Corp. ---------------------------------------------------------------- Visteon Corporation completed the sale of its Swansea, United Kingdom, operation to Linamar Corporation. As reported in the Troubled Company Reporter on Oct. 22, 2007, Visteon signed a non-binding Memorandum of Understanding outlining the understanding and status of discussions regarding the sale of its Swansea, United Kingdom operation to Linamar Corporation. TCR said that the sale, which supported Visteon's three-year improvement plan, was subject to due diligence, certain third party agreements, definitive documentation, anti-trust clearance and corporate approvals. The Swansea sale represents a significant milestone in Visteon's effort to address non-core facilities and improve its financial performance in connection with its three-year improvement plan. "We are making solid progress in addressing the financial performance of our UK operations and this is an important step in that process," Donald J. Stebbins, Visteon president and chief executive officer, said. "This sale is the result of significant efforts to find a viable alternative for the chassis operations at the Swansea plant, which are not aligned with Visteon's core product groups." The Swansea operation, Visteon's largest operation in the UK, generated negative gross margin of approximately $40 million on sales of approximately $80 million during 2007. The company transferred certain Swansea-related assets to a newly created and entity whose shares were acquired by Linamar for nominal cash consideration. Visteon expects to record losses approximating $50 million in connection with this transaction, of which approximately $15 million is expected to be reimbursed from the restructuring escrow account. In addition to the sale of Swansea, in the second quarter of 2008 Visteon also completed the planned closure of two non-core fuel tank facilities in Germany and ceased production at its operation in Bedford, Indiana, USA. These actions bring the number of completed actions to 23 of 30 identified restructuring actions under Visteon's improvement plan. Furthermore, Visteon has disclosed its intention to close its fuel tank facility in Missouri early in the third quarter of 2008, after which only six restructuring actions will remain. Visteon continues to take additional actions to improve its cost structure. In June, the intended to close its interiors facility in Durant, Mississippi, USA and consolidate production into other existing facilities. The company has also taken steps to address its capital structure and reduce its near term debt maturities. In June, Visteon repurchased $344 million in aggregate principal amount of its senior notes due in 2010 and issued $206 million in aggregated principal amount of new senior notes due in 2016. "Our significant restructuring efforts have resulted in fundamental improvements in our global operations as we continue to focus on our core products," Mr. Stebbins said. "We have been focused on implementing our restructuring actions on schedule and accelerating our plan wherever possible." "Although the automotive industry is facing very difficult times in North America, this region represents less than 30 percent of Visteon's total sales," Mr. Stebbins added. "Production decreases by North American automakers are being largely offset by growth in other regions of the world, particularly in Asia. Our diversification by customer and geography, coupled with our improvement actions, has allowed Visteon to continue to improve its financial performance during the first half of 2008, despite the difficult North American market. This improved financial performance will be discussed during Visteon's conference call announcing our second quarter results." About Linamar Corporation Headquartered in Guelph, Ontario, Linamar Corporation (TSE:LNR) -- http://www.linamar.com/-- designs, develops and manufactures precision-machined components, modules and systems for engine, transmission, chassis and industrial markets. It has 36 manufacturing locations, research and development centers and sales offices in Canada, United States, Mexico, Germany, Hungary and Japan, Korea and China. The company is organized into six groups: Engine, Transmission, Chassis, Europe, Asia-Pacific and Industrial. About Visteon Corporation Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company also has corporate offices in Shanghai, China; and Kerpen, Germany; the company has facilities in 26 countries and employs approximately 40,000 people. Visteon Corporation's balance sheet at March 31, 2008, showed total assets of $7.2 billion and total liabilities of $7.3 billion resulting in a total shareholders' deficit of about $136 million. * * * Fitch Ratings has affirmed Visteon Corporation's ratings as: (i) issuer default rating (IDR) at 'CCC'; (ii) senior secured bank facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'. Fitch has also assigned a rating of 'CC/RR6' to Visteon's new 12.25% senior unsecured notes being issued as part of the company's debt exchange offer. The ratings cover approximately $2.8 billion in debt. The rating outlook is negative. WATERFRONT INVESTMENTS: Case Summary & 20 Unsecured Creditors ------------------------------------------------------------- Debtor: Waterfront Investments LLC dba Waterfront Lodge 2738 N. 48th Rd. Sandwich, Il 60548 Bankruptcy Case No.: 08-17384 Chapter 11 Petition Date: July 7, 2008 Court: Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Michael J Davis, Esq. Email: mdavis@springerbrown.com Springer, Brown, Covey, Gaertner, & Davis 400 S. County Farm Rd., Ste. 330 Wheaton, IL 60187 Tel: (630) 510-0000 Ext. 29 Fax: (630) 510-0004 http://www.springerbrown.com/ Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million A copy of Waterfront Investments LLC's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb08-17384.pdf WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal -------------------------------------------------------------- OAO Severstal completed its acquisition of WCI Steel Inc. WCI Steel will be known as Severstal Warren Inc. Severstal acquired all of the outstanding equity of WCI for a total cash consideration of $140 million. As reported in the Troubled Company Reporter on May 21, 2008, OAO Severstal bought WCI Steel. The deal was approved by the United Steel Workers union and Severstal's shareholders. Seversal stated that WCI's total annual steel-making capacity of 1.22 million metric tons is focused on high-quality, custom flat- rolled steel for use in demanding applications. Together with Severstal's US operations, WCI will solidify the company's position as one of North America's producers of quality flat- rolled steel for the automotive, appliance, furniture, construction and energy markets. Citi and Raymond James acted as financial advisors and Skadden Arps Slate Meagher & Flom LLP acted as legal counsel to Severstal. "Steel production in Warren has long contributed high-quality products to a region that is at the historical center of steelmaking in the US. Severstal is ready to carry that tradition forward in a way that is consistent with our strategy for growth and investment in North America; a strategy that views the experience and talent of the people at WCI Steel as a key part of Severstal's continued success," Gregory Mason, CEO of Severstal International and COO of OAO Severstal, commented. In connection with the acquisition, WCI has called for redemption all of the $100 million aggregate principal amount outstanding of its 8% Senior Secured Notes due 2016 (CUSIP No. 92927H AA 7). On July 7, 2008, a copy of the irrevocable notice of redemption was mailed to record holders of the Notes by Wilmington Trust Company, Rodney Square North, 1100 Market Street, Wilmington, DE 19890, the trustee under the indenture governing the Notes. The Notes will be redeemed on Aug. 6, 2008. About Severstal Headquartered in Cherepovets, Russia, OAO Severstal -- http://www.severstal.com/-- is the country's largest steel producer, with steel production of 17.1 million tons in 2005. The Company owns Severstal North America, the fifth largest integrated steel maker in the U.S. with 2005 production of 2.7 million tons, and Lucchini, Italy's second largest steel group with 2005 production of 3.5 million tons. Severstal is one of the world's lowest cost and most profitable steel producers, with 2005 EBITDA per ton of around EUR150 per ton. About WCI Steel Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) -- http://www.wcisteel.com/-- is an integrated steel maker producing 185 grades of flat-rolled custom and commodity steel products. Its products include high carbon, alloy, ultra high strength, and heavy-gauge galvanized steel. Major customers are steel converters, processors, service centers, construction product companies, and to a lesser extent, automobile manufacturers. WCI Steel filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662) and emerged from Chapter 11 in May 2006, under a plan proposed by 17 Noteholders led by Harbinger Capital Partners Master Fund I, Ltd., that gave the Noteholders $100,000,000 in new 8% Secured Notes and more than 98% in equity of the reorganized steel company. * * * Moody's Investors Service placed WCI Steel Inc.'s senior secured debt rating at 'Ca' in May 2003. The ratings still hold to date with a negative outlook. WEST GALENA: Wants to Employ Honigman Miller as Bankruptcy Counsel ------------------------------------------------------------------ West Galena Real Estate LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan for authority to employ Honigman Miller Schwartz and Cohn LLP as their general bankruptcy counsel. As the Debtor's counsel, Honigman Miller will advise the Debtors, among other things, with respect to their powers as debtors and debtors inpossession in the continued management and operation of their business and properties. As compensation for their services, Honigman Miller's professionals bill: Professional Hourly Rate ------------ ----------- Patrick Duerr, Esq. $510 Judy B. Calton, Esq. $475 Seth A. Drucker, Esq. $240 Anna Iannelli-Moses $165 Daniel Honigman has provided a retainer to Honigman Miller of $100,000. Daniel Honigman was married to, and later divorced from, Aaron Honigman's mother. Aaron Honigman is the sole equity holder of each of the Debtors. Patrick T. Duerr, Esq., a partner at Honigman Miller, assures the Court that the firm does not represent or hold any interest adverse to the Debtors or their estates, and that the firm is a disinterested person with respect to the estates of the Debtors. Based in Park City, Utah, West Galena Real Estate, LLC and affiliates West Galena Holdings, LLC and Lot 129, LLC are real estate developers. Their project involves the development of hotel and condominium units on prime lots near the Telluride, Colorado ski and golf resorts. Each of the Debtors is responsible for the development of a discrete portion of the overall project. The company and its affiliates filed for Chapter 11 protection on May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048). Judy B. Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents the Debtors. When West Galena Real Estate LLC filed its schedules, it listed total assets of $75,200,000 and total liabilities of $71,452,100. WEST GALENA: May Employ Davis Graham as Special Counsel ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan granted West Galena Real Estate llC and its debtor-affiliates permission to employ Davis Graham & Stubbs LLP as their special counsel. Davis Graham provided legal services and counsel to the Debtors pre-petition, including counseling the Debtors with respect to their Courcheval Cndominium and Redwood Resort developments. Davis Grajham has represented Debtors in the foreclosure proceedings brought by NAREP II US REIT Assets Holdings, LLC, et al., and the Counterclaims and Third Party Complaint for Damages and Injunctive Relief and Jury Demand against the Plaintiffs and others in the foreclosure proceedings. The Debtors' intention is to have Davis Graham remove the pending litigation to the District of Colorado and seek to transfer venue of the pending litigation to this Bankruptcy Court. When this happens, the Debtors' general bankruptcy counsel, Honigman Miller Schwartz and Cohn LLP would represent the Debtors in the litigation. In addition, Davis Graham will assist the Debtors and Honigman Miller Schwartz and Cohn LLP with matters arising in the State and Federal Courts of Colorado, and with the prosecution of the Debtors' potential lender liability claims, and deposing potential witnesses located in Colorado. Davis Graham holds a $5,000 prepetition retainer and has approximately $75,000 in outstanding prepetition legal fees, both billed and unbilled. As compensation for their services, Davis Graham's professionals bill: Professional Title Hourly Rate ------------ ----- ----------- Thomas C. Bell, Esq. Partner $375 Barbara Mueller, Esq. Partner $365 Catherine Hance, Esq. Partner $350 Michelle Meyer, Esq. Associate $210 Thomas C. Bell, Esq., a partner at Davis Graham, assures the Court that the firm does not represent or hold any interest adverse to the Debtors or their estates, and that the firm is a disinterested person with respect to the estates of the Debtors. Based in Park City, Utah, West Galena Real Estate, LLC and affiliates West Galena Holdings, LLC and Lot 129, LLC are real estate developers. Their project involves the development of hotel and condominium units on prime lots near the Telluride, Colorado ski and golf resorts. Each of the Debtors is responsible for the development of a discrete portion of the overall project. The company and its affiliates filed for Chapter 11 protection on May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048). Judy B. Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents the Debtors. When West Galena Real Estate LLC filed its schedules, it listed total assets of $75,200,000 and total liabilities of $71,452,100. WEST GALENA: May Employ O'Keefe & Associates as Financial Advisors ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan granted West Galena Real Estate LLC and its debtor-affiliates permission to employ O'Keefe & Associates Consulting LLC as their financial advisors. As the Debtors' financial advisors, O'Keefe & Associates will mainly assist in negotiations related to existing lenders and investors. Patrick M. O'Keefe, the managing director of O'Keefe & Associates Consulting, LLC, assures the Court that the firm does not hold or represent any interest adverse to the Debtors or their estates, and that the firm is a "disinterested person" as that term is defined in Sec. 101(14) of the bankruptcy code. As compensation for their services, O'Keefe & Associates' professionals bill: Hourly Rate ----------- Managing Partner $380 Directos $250-$300 Associates $170-$240 Paraprofessionals $80 O'Keefe received a $20,000 prepetition retainer from Daniel Honigman on April 30, 2008. O'Keefe was compensated and paid in full for all prepetition services it provided to the Debtors by Daniel Honigman and Aaron Honigman. Daniel Honigman was married to, and later divorced from, Aaron Honigman's mother. Aaron Honigman is the sole equity holder of each of the Debtors. West Galena Real Estate and West Galena Holdings agreed to indemnify O'Keefe & Associates against all claims arising as a result of its financial advisory services agreement with the firm, except that West Galena will not indemnify the firm from losses arising out of the firm's negligence or intentional wrongful acts or omissions. Based in Park City, Utah, West Galena Real Estate, LLC and affiliates West Galena Holdings, LLC and Lot 129, LLC are real estate developers. Their project involves the development of hotel and condominium units on prime lots near the Telluride, Colorado ski and golf resorts. Each of the Debtors is responsible for the development of a discrete portion of the overall project. The company and its affiliates filed for Chapter 11 protection on May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048). Judy B. Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents the Debtors. When West Galena Real Estate LLC filed its schedules, it listed total assets of $75,200,000 and total liabilities of $71,452,100. WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal -------------------------------------------------------------- OAO Severstal completed a deal to acquire all of the outstanding equity of WCI Steel Inc. for a total cash consideration of $140 million. WCI Steel will now be known as Severstal Warren Inc. As reported in the Troubled Company Reporter on May 21, 2008, the deal was approved by the United Steel Workers union and Severstal's shareholders. TCR said that on June 27, 2008, Severstal also entered into a definitive merger agreement to acquire Esmark Incorporated's common shares for $19.25 per share in cash or $775 million. The offer, which was boosted by 13%, topped a $19-a-share bid from India's Essar Steel Holdings Ltd. Seversal stated that WCI's total annual steel-making capacity of 1.22 million metric tons is focused on high-quality, custom flat- rolled steel for use in demanding applications. Together with Severstal's US operations, WCI will solidify the company's position as one of North America's producers of quality flat- rolled steel for the automotive, appliance, furniture, construction and energy markets. Citi and Raymond James acted as financial advisors and Skadden Arps Slate Meagher & Flom LLP acted as legal counsel to Severstal. "Steel production in Warren has long contributed high-quality products to a region that is at the historical center of steelmaking in the US. Severstal is ready to carry that tradition forward in a way that is consistent with our strategy for growth and investment in North America; a strategy that views the experience and talent of the people at WCI Steel as a key part of Severstal's continued success," Gregory Mason, CEO of Severstal International and COO of OAO Severstal, commented. In connection with the acquisition, WCI has called for redemption all of the $100 million aggregate principal amount outstanding of its 8% Senior Secured Notes due 2016 (CUSIP No. 92927H AA 7). On July 7, 2008, a copy of the irrevocable notice of redemption was mailed to record holders of the Notes by Wilmington Trust Company, Rodney Square North, 1100 Market Street, Wilmington, DE 19890, the trustee under the indenture governing the Notes. The Notes will be redeemed on Aug. 6, 2008. About Severstal Headquartered in Cherepovets, Russia, OAO Severstal -- http://www.severstal.com/-- is the country's largest steel producer, with steel production of 17.1 million tons in 2005. The Company owns Severstal North America, the fifth largest integrated steel maker in the U.S. with 2005 production of 2.7 million tons, and Lucchini, Italy's second largest steel group with 2005 production of 3.5 million tons. Severstal is one of the world's lowest cost and most profitable steel producers, with 2005 EBITDA per ton of around EUR150 per ton. About WCI Steel Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) -- http://www.wcisteel.com/-- is an integrated steel maker producing 185 grades of flat-rolled custom and commodity steel products. Its products include high carbon, alloy, ultra high strength, and heavy-gauge galvanized steel. Major customers are steel converters, processors, service centers, construction product companies, and to a lesser extent, automobile manufacturers. WCI Steel filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662) and emerged from Chapter 11 in May 2006, under a plan proposed by 17 Noteholders led by Harbinger Capital Partners Master Fund I, Ltd., that gave the Noteholders $100,000,000 in new 8% Secured Notes and more than 98% in equity of the reorganized steel company. * * * Moody's Investors Service placed WCI Steel Inc.'s senior secured debt rating at 'Ca' in May 2003. The ratings still hold to date with a negative outlook. * S&P Says RMBS 2006 Loss Severity Assumptions Can Bear 10% Fall ---------------------------------------------------------------- As home prices across the nation continue to decline, Standard & Poor's Ratings Services' recent analysis on the effect of these falling prices on its rated U.S. residential mortgage-backed securities transactions shows that its loss severity assumptions for those transactions issued in 2006 can likely withstand its projected additional 10% decline, according to a recent report. To address this issue, S&P compared the home price declines to date for the S&P/Case-Shiller Home Price Indices and the Office of Federal Housing Enterprise Oversight house price index, and included the additional 10% decrease. S&P focused its analysis on the 2006 U.S. subprime, Alternative-A, and prime jumbo RMBS vintages. "Based on our analysis, we determined that, given our current foreclosure cost and foreclosure rate expectations, our loss severity assumptions for these transactions can withstand the additional 10% decline," said Standard & Poor's credit analyst Francis Parisi. "On the other hand, we would need to revise our loss projections if foreclosure costs increased significantly beyond those used in our assumptions, foreclosure rates increased beyond our assumptions, or market values declined significantly more than projected," he added. * SEC Find Shortcomings in Credit Rating Agencies' Practices ------------------------------------------------------------ The Securities and Exchange Commission released yesterday findings from extensive 10-month examinations of three major credit rating agencies that uncovered significant weaknesses in ratings practices and the need for remedial action by the firms to provide meaningful ratings and the necessary levels of disclosure to investors. Under new statutory authority from Congress that enabled the SEC to register and examine credit rating agencies, the agency's staff conducted examinations of Fitch Ratings Ltd., Moody's Investor Services Inc., and Standard & Poor's Ratings Services to evaluate whether they are adhering to their published methodologies for determining ratings and managing conflicts of interest. With the recent subprime market turmoil, the SEC has been particularly interested in the rating agencies' policies and practices in rating mortgage-backed securities and the impartiality of their ratings. The SEC staff's examinations found that rating agencies struggled significantly with the increase in the number and complexity of subprime residential mortgage-backed securities and collateralized debt obligations deals since 2002. The examinations uncovered that none of the rating agencies examined had specific written comprehensive procedures for rating RMBS and CDOs. Furthermore, significant aspects of the rating process were not always disclosed or even documented by the firms, and conflicts of interest were not always managed appropriately. "We've uncovered serious shortcomings at these firms, including a lack of disclosure to investors and the public, a lack of policies and procedures to manage the rating process, and insufficient attention to conflicts of interest," said SEC Chairman Christopher Cox. "When the firms didn't have enough staff to do the job right, they often cut corners. That's the bad news. There's also good news. And that's that the problems are being fixed in real time. The recent events affecting our economy and our markets have galvanized regulators around the world to re-examine the regulatory framework governing credit rating agencies, but ultimately the responsibility for providing meaningful ratings to investors begins with the credit rating firms themselves." Lori Richards, Director of the SEC's Office of Compliance Inspections and Examinations, said, "These examinations found shortcomings in the ratings processes used by each of the firms examined. The firms have all agreed to implement broad reforms to address the letter and the spirit of the findings, to better ensure that investors can have confidence in their ratings." The Summary Report of Issues Identified in the Commission Staff's Examinations of Select Credit Rating Agencies describes the significant weaknesses in the rating agencies' processes in rating subprime RMBS and CDOs linked to subprime residential mortgage- backed securities from January 2004 to the present. Specifically, the examinations found: * There was a substantial increase in the number and in the complexity of RMBS and CDO deals since 2002, and some of the rating agencies appear to have struggled with the growth. * Significant aspects of the ratings process were not always disclosed. * Policies and procedures for rating RMBS and CDOs can be better documented. * The rating agencies are implementing new practices with respect to the information provided to them. * The rating agencies did not always document significant steps in the ratings process -- including the rationale for deviations from their models and for rating committee actions and decisions -- and they did not always document significant participants in the ratings process. * The surveillance processes used by the rating agencies appear to have been less robust than the processes used for initial ratings. * Issues were identified in the management of conflicts of interest and improvements can be made. * The rating agencies' internal audit processes varied significantly. The examinations were conducted by staff in the SEC's Office of Compliance Inspections and Examinations, Division of Trading and Markets, and Office of Economic Analysis. The report summarizes generally the remedial actions that credit rating agencies are expected to take as a result of the examinations, and includes observations by the SEC's Office of Economic Analysis about conflicts of interest that are unique to these products. A factual summary of the models and methodologies used by the rating agencies is provided in the report to provide transparency to the ratings process and the activities of the rating agencies in connection with the recent subprime mortgage turmoil. The SEC last month proposed a three-fold set of comprehensive reforms to regulate the conflicts of interests, disclosures, internal policies, and business practices of credit rating agencies. The first portion of rulemaking would address conflicts of interest in the credit ratings industry and require new disclosures designed to increase the transparency and accountability of credit ratings agencies. The second portion would require credit rating agencies to differentiate the ratings they issue on structured products from those they issue on bonds through the use of different symbols or by issuing a report disclosing the differences. The third part of the SEC's proposed rulemaking would clarify for investors the limits and purposes of credit ratings and ensure that the role assigned to ratings in SEC rules is consistent with the objectives of having investors make an independent judgment of credit risks. A full-text copy of the SEC report is available at no charge at: http://sec.gov/news/studies/2008/craexamination070808.pdf * Cecil Schenker Leaves Akin Gump, Joins Cox Smith-Dallas Unit -------------------------------------------------------------- Cox Smith Matthews Incorporated disclosed that one of the nation's top corporate lawyers, Cecil Schenker, has joined the firm. He will be based in San Antonio and will spend a significant amount of time in Cox Smith's Dallas office to support his Dallas-area clients. Mr. Schenker was a partner at Akin Gump Strauss Hauer & Feld LLP, serving on its firm-wide executive, management and strategic planning committees during his tenure there, while also being responsible for opening Akin Gump's San Antonio and Los Angeles offices. Recognized nationally for his experience handling regional, national and international transactions, Mr. Schenker also has extensive experience handling capital formation for emerging growth companies, mergers and acquisitions, corporate and securities matters, and restructuring matters. Mr. Schenker received his B.B.A. degree from the University of Oklahoma and his LL.B. from the University of Texas. He is regularly recognized by Who's Who in America, Best Lawyers in America, Super Lawyers and Corporate Board Member magazine as one of the top lawyers in his field. "Moving to Cox Smith will provide me and my clients with ready access to talented legal resources," Mr. Schenker said. "Cox Smith offers a compelling value proposition that national firms can't match and this, combined with the firm's diverse set of practices and team environment, greatly influenced my decision to join the firm." "Having someone of [Mr. Schenker's] caliber join us is a real testament to our lawyers and the regional platform their talent has built," Jamie Smith, Cox Smith managing partner, commented. "We are enthusiastic in welcoming [Mr. Schenker] to the firm." "He has quarterbacked numerous high profile deals and his experience broadens and deepens our already strong transactional practice," Mr. Smith added. "In all our markets - San Antonio, Austin, Dallas and McAllen - we continue to seek and welcome talented lawyers, like [Mr. Schenker], who want to be part of a regional firm committed to providing clients with great service and a value proposition more attractive than many of the national firms with which we compete." This statement follows news that three other respected Akin Gump partners - David Kinder, Will Liebmann and Thomas Sanders - joined Cox Smith earlier this month. About Cox Smith Matthews Incorporated Based in San Antonio, Texas, Cox Smith Matthews Incorporated -- http://www.coxsmith.com/-- is a regional law firm with offices in Austin, Dallas and McAllen. With more than 130 lawyers, Cox Smith provides specialized legal services to regional, national, and international clients. The firm's expertise ranges from sophisticated corporate transactions to complex litigation to personal estate planning. Its major practice areas include business litigation, corporate and securities, creditors' rights, corporate restructuring and bankruptcy, energy and natural resources, employment and employer rights, estate planning, employee benefits, health care, intellectual property, public law, real estate, and tax. * Marlon Baugh Provides Bankruptcy Mortgage Secrets --------------------------------------------------- Pembroke Pines, Florida-based Mortgage Broker Marlon Baugh reveals bankruptcy mortgage secrets at a new Web site that provides free reports, a home buying guide and free mortgage calculators. The site is designed to give Florida residents all the facts about mortgage and bankruptcy so they can make an educated decision when obtaining a mortgage. Mr. Baugh said in a news release that in the past, traditional mortgage lenders have automatically rejected people who had declared personal bankruptcy. Many potential home buyers felt they must wait at least seven to ten years after a bankruptcy to be eligible to become homeowners. This is a common misconception. While some people declaring bankruptcy have had trouble managing their money, a large number of those declaring have simply experienced unfortunate events, the release continued. Americans are filing bankruptcy at record levels in the last five years. Though a bankruptcy is certainly a blemish on a credit report, it does not necessarily disqualify a borrower. Recognizing that sometimes bad things happen to good people, some select loan officers are becoming more willing to take a calculated risk. Some lenders use a scoring system to determine whether potential buyers are a worthwhile risk. Unfortunately, bankruptcy gives an automatic low score, the release. However, select lenders are beginning to look beyond the scores and look at the individuals in need. Instead of waiting two or four years after being discharged from bankruptcy, some mortgage professionals are willing to give a home loan much sooner. Those who have declared Chapter 7 bankruptcy liquidation may be eligible for a loan one day after discharge, and those who have declared Chapter 13 may be eligible for a loan even while still reorganizing. Another common misconception is that a previous bankruptcy on your credit report will require you to have a large down payment and pay extremely high rates. There are currently programs available with little or no money down with very attractive interest rates. Some lenders are even pre-qualifying buyers for a loan, saving time and making the home buying experience easier and more efficient. When a buyer pre-qualifies, they will have the advantage of greater negotiating power. No matter what the situation, select mortgage professionals have a program that will work for the buyer with a bankruptcy history. If a buyer cannot get approved, there are customized plans that can reestablish credit to help the buyer become mortgage-ready, ensuring homeownership in the future. Because of new options, bankruptcy no longer needs to stand in the way of getting a home loan. With the help of more creative lenders, those who have experienced financial difficulty will have an easier time getting a mortgage. About Marlon Baugh Pembroke Pines, Florida-based mortgage expert Marlon Baugh specializes in providing mortgage information to Florida residents that allows them to make informed decisions about their mortgage financing options and learn the insider secrets that can save them thousands of dollars over the life of their loan. He is a mortgage consultant at Specialized Financial Solutions, LLC, -- http://www.specializedfinancialsolutions.com/ Mr. Baugh can be reached through (954) 678-5796 Extension 1 or at http://specializedfinancialsolutions.com/own-a-home.htm * Upcoming Meetings, Conferences and Seminars --------------------------------------------- July 10, 2008 TURNAROUND MANAGEMENT ASSOCIATION Cynthia Jackson of Smith Hulsey & Busey University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ July 10-13, 2008 AMERICAN BANKRUPTCY INSTITUTE 16th Annual Northeast Bankruptcy Conference Ocean Edge Resort Brewster, Massachussets Contact: http://www.abiworld.org/events July 29, 2008 TURNAROUND MANAGEMENT ASSOCIATION Employment Issues Following Hurricanes & Disasters Centre Club, Tampa, Florida 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/ Aug. 26, 2008 TURNAROUND MANAGEMENT ASSOCIATION Do's and Don'ts of Investing in a Turnaround Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// Sept. 4-5, 2008 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 4-6, 2008 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons, Las Vegas, Nevada Contact: http://www.abiworld.org/ Sept. 17, 2008 TURNAROUND MANAGEMENT ASSOCIATION Real Estate / Condo Restructuring Panel Marriott North, Fort Lauderdale, Florida Contact: http://www.turnaround.org// Sept. 24-26, 2008 INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION IWIRC 15th Annual Fall Conference Scottsdale, Arizona Contact: http://www.ncbj.org/ Sept. 24-27, 2008 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges Desert Ridge Marriott, Scottsdale, Arizona Contact: http://www.iwirc.org/ Sept. 30, 2008 TURNAROUND MANAGEMENT ASSOCIATION Private Equity Panel Centre Club, Tampa, Florida Contact: http://www.turnaround.org// Oct. 9, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Luncheon - Chapter 11 University Club, Jacksonville, Florida Contact: http://www.turnaround.org/ Oct. 28, 2008 TURNAROUND MANAGEMENT ASSOCIATION State of the Capital Markets Citrus Club, Orlando, Florida Contact: http://www.turnaround.org// Oct. 28-31, 2008 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott New Orleans, Louisiana Contact: 312-578-6900; http://www.turnaround.org/ Oct. 30 & 31, 2008 BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES Physicians Agreements and Ventures Contact: 800-726-2524; 903-595-3800; http://www.renaissanceamerican.com/ Nov. 19, 2008 TURNAROUND MANAGEMENT ASSOCIATION Interaction Between Professionals in a Restructuring/Bankruptcy Bankers Club, Miami, Florida 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/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ 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 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 Carve-Out Agreements for Unsecured Creditors 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 Chinas New Enterprise Bankruptcy Law 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 Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer for Navigating the Restructuring Process 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 Examining the Examiners: Pros and Cons of Using Examiners in Chapter 11 Proceedings 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 New 'Red Flag' Identity Theft Rules Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com 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/ 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 Mergersthe 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 Todays Legal Processes Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Battle of Green & Red: Effect of Bankruptcy on Obligations to Clean Up Contaminated Property Contact: 240-629-3300; http://www.beardaudioconferences.com/ BEARD AUDIO CONFERENCES The Subprime Sector Meltdown: Legal Developments and Latest Opportunities 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 Using Virtual Data Rooms to Expedite Corporate Restructuring Audio Conference Recording Contact: 240-629-3300; http://www.beardaudioconferences.com BEARD AUDIO CONFERENCES Using Virtual Data Rooms to Expedite M&A and Insolvency Proceedings 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. Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2008. 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 ***