/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090429.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, April 29, 2009, Vol. 13, No. 117 Headlines ABITIBIBOWATER INC: Hearing on ACI's Ch. 15 Petitions Set May 15 AFFIRMATIVE INSURANCE: A.M. Best Affirms "B" Fin'l Strength Rating AMERICAN COMMUNITY: Files for Bankruptcy to Sell Business AMERICAN COMMUNITY: Case Summary & 30 Largest Unsecured Creditors AMERICAN HOME: Can Sell Mortgage Loans/REO at May 13 Auction AMERICAN INT'L: A.M. Best Comments on Restructuring of Unit ASYST TECHNOLOGIES: Seeks June 4 Extension to File Schedules BANK OF AMERICA: DBRS Cuts Preferred Shares Rating to "BB" BEARINGPOINT INC: Protocol for CS Assets Approved; Bids Due May 25 BERRY PLASTICS: Expects to Report $758MM in Net Sales for Q2 2009 BERRY PLASTICS: Lenders Amend Covenant Under Holdco Term Loan BRUNO'S SUPERMARKETS: Court Denies Plea to Reject Labor Contract BUFFETS HOLDINGS: Closes $117.5M Loan, Emerges from Chapter 11 CENTRAL GARDEN & PET: Bank Debt Trades at Substantial Discount CHAPARRAL ENERGY: Moody's Cuts Ratings on $650-Mil. Notes to 'Ca' CHARYS HOLDING: Withdraws 2007 Registration Statement From SEC CHRYSLER FINANCIAL: May Merge with GMAC in Chrysler Restructuring CHRYSLER LLC: Fiat Says It Won't Use Bankruptcy to Acquire Firm CHRYSLER LLC: Lenders Agree to $2BB Cash Payment for $6.8BB Debt CHRYSLER LLC: MoFo Lawyers Talk About Bankruptcy Issues CHRYSLER LLC: PBGC, Daimler Agree on $600MM Infusion on Pensions CIRCUS & ELDORADO: Poor Operations Cue Moody's Junk Rating CIT GROUP: DBRS Cuts Preferred Share Rating to "BB" CITIGROUP INC: DBRS Ratings Unchanged After Q1 Earnings CLAIRE'S STORES: Bank Debt Trades at Substantial Discount CLICO BAHAMAS: Voluntary Chapter 15 Case Summary CMP SUSQUEHANNA: Bank Debt Trades at Substantial Discount COASTAL VENDING: Case Summary & 20 Largest Unsecured Creditors COMMERCIAL CAPITAL: Wants Laufer & Padjen as Bankruptcy Counsel CONCORDIA CLARKSBURG: Case Summary & 11 Largest Unsec. Creditors CONSTAR INT'L: Plan Gets Support; Plan Hearing Moved to May 4 DANA CORP: Bank Debt Halts Slide in Secondary Market Trading DAYTON SUPERIOR: Court Limits Trading of Equity Securities DAYTON SUPERIOR: DIP Facility Requires Plan Filing by October 21 DAYTON SUPERIOR: Taps Richards Layton as Bankruptcy Co-Counsel EDWARD J. PRUS: Case Summary & 20 Largest Unsecured Creditors EMMIS COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa2' EMPIRE RESORTS: Noteholder Group to Exercise Put Option on July 31 EMPIRE RESORTS: Discloses Equity Stake of Whitebox Funds ENRON CORP: Settles Commercial Paper Litigation Against Fremont EUROFRESH INC: Court Moves Schedules Filing Deadline to May 21 EUROFRESH INC: Mooney Wright to Handle Property Tax Litigation EUROFRESH INC: Wants to Hire Squire Sanders as Bankruptcy Counsel EUROFRESH INC: Wants to Set July 6 as Proofs of Claims Bar Date FILENE'S BASEMENT: May File for Bankruptcy Protection This Week FLEETWOOD ENTERPRISES: Jan. 25 Balance Sheet Upside-Down By $46MM FLOWERS FOR ENTERTAINING: Files for Chapter 11 Bankruptcy FINANCIAL GUARANTY: S&P Withdraws Junk Ratings on 3 Note Issues FORD MOTOR: Bank Debt Slides in Secondary Market Trading FREMONT GENERAL: Settles Enron Commercial Paper Litigation GENERAL MOTORS: Controlling Stake for Govt. May Bring Conflicts GENERAL MOTORS: Bank Debt Slides in Secondary Market Trading GENERAL MOTORS: Exchange Offer Won't Alter Fitch's 'C' Rating GENERAL MOTORS: DBRS Places Ratings Under Review, Outlook Neg GENERAL MOTORS: Near-Term Actions Won't Affect S&P's 'CC' Rating GLOBAL CROSSING: Adopts 2009 Discretionary Incentive Bonus Program GMAC LLC: May Merge With Chrysler Financial in Restructuring Move GOLDEN STATE MUTUAL: A.M. Best Cuts Issuer Credit Rating to "b" GOODY'S LLC: Court Sets June 22 as General Claims Bar Date GOODY'S LLC: Protocol for Sale of IP Okayed; Bids Due May 27 HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CCC-' HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'C' HEALTH INSURANCE: Fitch Affirms Issuer Default Rating at 'BB+' HOLLYWOOD THEATERS: Refinancing Doubts Cue S&P's Junk Rating HOST HOTELS: Q1 Results Won't Affect Fitch's 'BB-' Rating HUBERT REID LOWERY: Voluntary Chapter 11 Case Summary HUMBOLDT CREAMERY: Taps Sheppard Mulli as Gen. Insolvency Counsel HUNTINGTON BANCSHARES: DBRS Puts BB Pref. Stock Rating on Review INDALEX HOLDINGS: Committee Withdraws Ch. 7 Conversion Motion INDALEX HOLDINGS: Court Grants Final Approval to $84.6-Mil. Loan ION MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating JARDEN CORPORATION: Moody's Puts 'B2' Rating on $250 Mil. Notes JBS USA: Swine Flu in Mexico Won't Affect Moody's 'B1' Rating JOE JESSE MONGE: Case Summary & 20 Largest Unsecured Creditors JUAN DEVIRGILIIS: Case Summary & 11 Largest Unsecured Creditors KEYSTONE AUTOMOTIVE: S&P Downgrades Rating on Senior Loan to 'B-' LA HOTEL: Court Extends Schedules Filing Deadline Until May 30 LA HOTEL: Creditors Have 60 Days to File Proofs of Admin. Claims LA HOTEL: Obtains Temporary Access to Lenders' Cash Collateral LANDAMERICA FINANCIAL: Robert Norfleet Steps Down as Director LAZY DAYS: Moody's Changes Probability of Default Rating to Ca/LD LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating LEVI STRAUSS: Moody's Affirms 'B1' Corporate Family Ratings LONG SHOT PROPERTIES: Case Summary & 18 Largest Unsec. Creditors LUBBOCK HOUSING: Moody's Affirms 'Ba3' Rating on Refunding Bonds MERUELO MADDUX: Stephen Taylor Discloses 7.9% Equity Stake MERUELO MADDUX: To Be Delisted From Nasdaq Effective May 4 MUZAK HOLDINGS: Cleared to Continue Operating Library of Songs NATIONAL SECURITY GROUP: A.M. Best Keeps "bb" Issuer Credit Rating NIELSEN COMPANY: Moody's Assigns 'Caa1' Rating on $500 Mil. Notes NIELSEN FINANCE: S&P Puts 'B-' Issue-Level Rating NIELSEN FINANCE LLC: S&P Puts 'B-' Rating on $500MM Senior Notes OILEXCO NORTH: Voluntary Chapter 15 Case Summary PARK LANE: Voluntary Chapter 11 Case Summary PENINSULA GAMING: S&P Affirms Corporate Credit Rating at 'B+' PHOENIX MC: Case Summary & 20 Largest Unsecured Creditors POWERTRAIN RECYCLING: Case Summary & 20 Largest Unsec. Creditors PREVENTION LABORATORIES: Can Hire Douglas A. Antonik as Counsel PRICELINE.COM INC: S&P Gives Positive Outlook; Keeps 'BB-' Rating PRIMUS TELECOM: Court Approves 3rd Amended Disclosure Statement PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down By $461.5MM RAVELLO LANDING: Wants to Hire Gordon Silver as Bankruptcy Counsel RED TOP: Gets Bridge Order on $2.6MM DIP Loan from Secured Lenders RED TOP: Wants to Hire Tucker Hester as General Bankruptcy Counsel REGENT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'CCC' RENAISSANCE CUSTOM: May File Reorganization Plan Mid-May RITE AID: Fitch Affirms Issuer Default Rating at 'B-' ROGER & SONS: Case Summary & 20 Largest Unsec. Creditors SEEQPOD INC: In Acquisition Talks With Apple Competitor, Says CEO SFK PULP: Termination of Abitibi Deal Cues Moody's Rating Reviews SHANE CO: Seeks August 10 Extension to File Chapter 11 Plan SHANE CO: Court Sets June 29 as General Claims Bar Date SHANE CO: Files Amended Schedules Assets and Liabilities SILVERHAWK COMMONS: Taps Polis & Associates as Insolvency Counsel SIMPLON BALLPARK: U.S. Trustee Wants Case Converted or Dismissed SMITHFIELD FOODS: Swine Flu Outbreak No Impact Yet, Says Moody's SOURCE INTERLINK: To Eliminate $1-Bil. Debt in Prepack Bankruptcy SOURCE INTERLINK: Case Summary & 30 Largest Unsecured Creditors SOUTH FINANCIAL: DBRS Puts 'BB' Sub Debt Rating Under Review SPANSION INC: Gets Final Nod on Protocol Limiting Equity Transfers SPECIALTY TOOLS: Public Sale of Pledged Stock Set for May 18 SYNAGRO TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD' SYNCORA GUARANTEE: S&P Changes Financial Ratings to 'R' From 'CC' SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect Bond Ratings SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect 2007 Bond Ratings THERMADYNE HOLDINGS: S&P Gives Stable Outlook; Affirms 'B-' Rating TITLEMAX HOLDINGS: Can Hire Epiq Bankr. as Noticing & Claims Agent TRW AUTOMOTIVE: Bank Debt Trades at Substantial Discount TYSON FOODS: Swine Flu Not Yet Affecting Moody's Ba3 Ratings URBANA ENTERPRISE: Files for Chapter 7 Bankruptcy Protection US ENERGY: Court Sets May 26 General Bar Date for USEB Debtors US STEEL: Moody's Cuts Sr. Unsecured Debt to 'Ba3' on Weak Ratios WILLIAM CARRAGHER: Case Summary & 14 Largest Unsec. Creditors WILLIAM M. MORRIS: Section 341(a) Meeting Scheduled for May 27 WIRELESS AGE: Receiver Inks Deal to Sell Assets YELLOWSTONE CLUB: Court Approves Modified Disclosure Statement YOUNG BROADCASTING: Dec. 31 Balance Sheet Upside-Down By $587.8MM * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: Hearing on ACI's Ch. 15 Petitions Set May 15 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has scheduled a hearing on May 15, 2009, at 10:00 a.m. (ET) in the Chapter 15 bankruptcy cases of Abitibi-Consolidated Inc. and Abitibi-Consolidated Company of Canada to consider the Foreign Debtors' request for recognition of their restructuring proceedings in Canada. Any party-in-interest wishing to submit a response or objection to the Chapter 15 petitions must do so in writing so as to be received by the Clerk of the Court, 824 Market Street, Third Floor, Wilmington, Delaware 19801, not later than May 8, 2009, at 5:00 p.m. (ET). Any response must also be served on or before the same date and time to: a) Paul, Weiss, Rifkind, Wharton & Garrison LLP Attn: Kelley A. Cornish 1285 Avenue of the Americas New York, NY 10019-6064 b) Stikeman Elliott, LLP Attn: Guy Martel 1155 Rene-Levesque Blvd. West Suite 4000 Motreal, QC H3B 3V2 Canada c) ThorntonGroutFinnigan LLP Attn: Robert I. Thornton Suite 3200 Canadian Pacific Tower 100 Wellington Street West P.O. Box 329 Toronto-Dominion Centre Toronto MSK 1K7 Canada As reported in the Troubled Company Reporter on April 23, 2009, Abitibi-Consolidated Inc., as foreign representative for ACI and Abitibi-Consolidated Company of Canada, in proceedings under the Companies' Creditors Arrangement Act pending in the Judicial District of Montreal in Canada, appeared before the U.S. Bankruptcy Court for the District of Delaware pursuant to Section 1515 of the Bankruptcy Code, seeking an order: (a) recognizing the Canadian Proceedings as "foreign main proceedings;" and (b) enforcing the Initial Order of the CCAA Court dated April 17, 2009, in the United States. Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison, in Washington, D.C., says the April 17 Initial CCAA Court Order enjoins all proceedings against the CCAA Debtors and their assets, including assets located in the United States. Moreover, the Initial CCAA Order authorizes ACI to enter into an amendment that keeps in place its existing securitization program and permits ACI's continued sale and servicing of receivables. In a declaration filed with the Bankruptcy Court, William G. Harvey, senior vice president and chief financial officer of AbitibiBowater, Inc., asserts that the Canadian Proceeding is entitled to recognition as a foreign main proceeding because: -- each of the Debtors is headquartered in Quebec as the "center of main interest" under Chapter 1502(4) of the Bankruptcy Code; and -- the Canadian Proceeding is a collective judicial proceeding in Canada under Canadian law relating to insolvency or adjustment of debt, in which the assets and affairs of the Debtors are subject to the control and supervision of the Canadian Court for the purpose of reorganization or liquidation within the meaning of Section 101(23) of the Bankruptcy Code; and -- ACI is a foreign representative within the meaning of Section 101(24) of the Bankruptcy Code. Without the Bankruptcy Court's recognition of the foreign main proceedings, the CCAA Debtors' reorganization process will be disrupted and the legal cost of defending the Actions will be threatened, which ultimately may severely and adversely impact the Debtors' reorganization efforts, Ms. Tobler contends. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. Out-of-Court Restructuring Effort AbitibiBowater tried to renegotiate about $2.9 billion in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion of its U.S. unit, Bowater Inc. On March 13, AbitibiBowater and Abitibi-Consolidated commenced a recapitalization proposal which was intended to reduce the Company's net debt by roughly $2.4 billion, lower its annual interest expense by roughly $162 million and raise roughly $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. On February 9, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater, commenced private offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, to exchange the old notes for new notes. BowFin also intended for a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011, to holders of Bowater Notes who tender notes in the exchange offers. The Company moved the exchange offer deadlines several times after failing to garner enough support from bondholders. It ultimately abandoned the exchange offer on March 31. Bankruptcy Filing The Company and several affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of September 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes Abitibibowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AFFIRMATIVE INSURANCE: A.M. Best Affirms "B" Fin'l Strength Rating ------------------------------------------------------------------ A.M. Best Co. has affirmed the financial strength rating (FSR) of B (Fair) and issuer credit ratings (ICR) of "bb+" of Affirmative Insurance Group (Affirmative) and its members. Concurrently, A.M. Best has affirmed the ICR of "b" of Affirmative's parent company, Affirmative Insurance Holdings, Inc. (Affirmative Holdings) [NASDAQ: AFFM]. The outlook for all ratings is stable. All administrative offices are located in Addison, TX. The ratings primarily reflect the elevated tangible financial leverage of Affirmative Holdings. As a result, considerable pressure exists on its insurance subsidiaries to meet debt service requirements and other holding company obligations. Also, due to Affirmative's limited product and geographic business concentration, its earnings are subject to the highly competitive nature of the non-standard personal automobile insurance industry. In 2008, factors contributing to Affirmative's lower earnings included significantly lower premium volume associated with the downturn in overall economic conditions, competitive market pressures and deterioration in underwriting results related to increased losses from its Florida operations and increased amortized costs related to a major software development project. These negative rating factors are offset by the group's adequate risk-adjusted capitalization, well-established market presence and multiple distribution platform. Affirmative's historic underwriting profitability as reflected by its five-year average combined loss ratio compares favorably to the non-standard automobile industry composite. Despite being ranked among the leading non-standard automobile writers in the United States, Affirmative remains challenged to significantly improve its capital position in the near term due to its debt service obligations, lower profit margins in recent years and competitive market pressures. The FSR of B (Fair) and ICRs of "bb+" have been affirmed for Affirmative Insurance Group and its following members: -- Affirmative Insurance Company -- Insura Property and Casualty Insurance Company, Inc. -- Affirmative Insurance Company of Michigan -- USAgencies Casualty Insurance Company, Inc. AMERICAN COMMUNITY: Files for Bankruptcy to Sell Business --------------------------------------------------------- American Community Newspapers Inc. (Pink Sheets: ACNI) said April 28 that its subsidiary operating company American Community Newspapers LLC ("ACN" or the "Company") has voluntarily filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. ACN, according to a statement, said it will continue to operate its businesses during the reorganization process. There will be no change in the Company's day to day operating activity and its newspapers will continue to serve their local communities, readers and advertisers without interruption. ACN's secured creditors will be providing a $5 million debtor in possession credit facility. In addition, the secured creditors are the contemplated stalking horse bidder for ACN's assets. "A difficult economic environment and weak advertising market have created a number of challenges for our industry and our company," said Gene Carr, Chairman and Chief Executive Officer of ACN. "While we have proactively managed our business by right sizing our cost structure and driving efficiencies to maximizing our cash flows our operations are not able to support our current capital structure. As a result we intend to reorganize via the 363 sale process with continuing support from our lenders which, if approved, will reduce our debt. This will place us in a better position to execute on our business plan and serve our communities. We worked with our financial advisors to explore a wide range of alternatives before making this filing, however the decision to proceed with the reorganization was determined to be the best alternative." Mr. Carr concluded, "The community newspaper business model places us in the unique position to deliver truly local content and be the mainstay of the markets we serve. The value we provide has been recognized many times over the years with our employees, newspapers, Web sites and niche publications winning numerous awards. Our readers and advertisers are our most important assets and we are committed to providing them with outstanding service in the months and years ahead." About American Community Newspapers ACN is a community newspaper publisher in the United States, operating within four major U.S. markets: Minneapolis - St. Paul; Dallas; Northern Virginia (suburban Washington, D.C.); and Columbus, Ohio. These markets are some of the most affluent, high growth markets in the United States, with ACN strategically positioned in many of the wealthiest counties within each market. ACN's goal is to be the preeminent provider of local content and advertising in any market it serves. AMERICAN COMMUNITY: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: American Community Newspapers LLC dba Suburban News Publications dba Penny Saver dba Columbus Custom Publishing dba American Community Newspapers dba Star Community Newspapers dba Minnesota Sun Publications dba Sun Patriot Newspapers dba Sun Publications dba Sun Gazette dba Columbus Monthly dba The Other Paper dba McKinney Courier Gazette dba Columbus Bride dba Columbus CEO dba CM Printing dba Stearns County Publishing dba Sun Press Newspapers 14875 Landmark Boulevard, Suite 1110 Addison, TX 75254 Bankruptcy Case No.: 09-11446 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Amendment I, Inc. 09-11447 Leesburg Today, Inc. 09-11448 Loudoun Magazine, Inc. 09-11449 Loudoun Business, Inc. 09-11450 Type of Business: American Community Newspapers claims to be one of the top community newspaper publishers in the United States based on circulation, and operates in four of the most attractive major U.S. markets: Minneapolis - St. Paul, Columbus, Dallas - Fort Worth and Suburban Washington, D.C. - Northern Virginia. The Company's award winning group of 86 newspapers and fourteen niche publications reaches approximately 1.4 million households in the suburban communities surrounding these major cities and enjoys market leading circulation penetration in all of its markets. See http://www.americancommunitynewspapers.com/ Chapter 11 Petition Date: April 28, 2009 Court: District of Delaware (Delaware) Debtor's Counsel: Mark Daniel Olivere, Esq. olivere@lrclaw.com William E. Chipman, Jr., Esq. chipman@lrclaw.com Landis Rath & Cobb LLC 919 North Market Street, Suite 1800 Wilmington, DE 19801 Tel: (302) 467-4437 Fax: (302) 467-4450 General Counsel: Lowenstein Sandler PC Financial Advisor: Carl Marks & Co. Inc. Special Corporate Counsel: Graubard Miller Estimated Assets: $50 million to $100 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gannett Trade Debt $273,015 PO Box 791095 Baltimore, MD 21279-1095 Tel: (703)750-8643 Fax: (703)750-8129 Tembec Industries Inc. Trade Debt $206,763 4542 Paysphere Circle Chicago, IL 60674 Tel: (819)627-4793 Fax: (819)627-4762 Vision Data Equip Corp. Trade Debt $96,600 1377 Third Street Rensselaer, NY 12144-1899 Tel: (518)434-2193 Fax: (518)434-3457 Roosevelt Paper Trade Debt $66,173 Quebecor World (USA) Inc. Trade Debt $63,789 Bowater America Inc. Trade Debt $61,044 RIS Paper Company, Inc. Trade Debt $57,376 Cellulose Paper Co. Trade Debt $39,337 Trace Communications, LLC Trade Debt $31,589 B&B Paper Converters, Inc. Trade Debt $27,681 Catalyst Graphics, Inc. Trade Debt $26,463 TownNews.com Trade Debt $26,291 ECM Distribution Trade Debt $20,091 FujiFilm Graphic Systems USA Trade Debt $14,805 Fry Communications, Inc. Trade Debt $14,650 Independent Delivery Service Trade Debt $13,991 PDQ Temporaries Inc. Trade Debt $12,188 Crow River Press Trade Debt $11,462 Anticosti, A Division of Brown Trade Debt $9,847 Paper Company A P Graph, Inc. Trade Debt $9,694 Century Graphics Trade Debt $8,312 Postmaster-Columbus 2nd Class Trade Debt $8,000 Flint Group N. Amer. Corp. Trade Debt $7,900 PDI Plastics Trade Debt $7,642 Metlife Small Business Center Trade Debt $7,398 ECRM Imaging Systems Trade Debt $7,254 Telematch Trade Debt $6,611 Rita Mace Walston Trade Debt $6,075 Rycus Associates Photography Trade Debt $5,653 AGFA Corporation Trade Debt $4,999.00 The petition was signed by David Kosofsky, chief financial officer. AMERICAN HOME: Can Sell Mortgage Loans/REO at May 13 Auction ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has approved procedures for the sale by American Home Mortgage Holdings, Inc., and certain of its affiliated debtors of four pools of mortgage loans and real estate owned properties. Vantium Capital Market, L.P., the stalking horse bidder, has offered to pay for each of the four asset pools: a) Second Lien Performing Loans -- $628,538 (or 9.177% of the total unpaid principal balance of $6,709,327) b) Second Lien Non-Performing Loans -- $6,960 (or 0.2952% of the total UPB of the Asset Pool of $2,435,865) c) REO Properties Asset Pool -- $2,335,496 (UPB at time of foreclosure was approximately $9,800,00) d) First Lien Loans Asset Pool -- $1,103,782 (or 31.35% of the total UPB of the Asset Pool The Bankruptcy Court also agreed to the payment of an expense reimbursement of $250 for each mortgage loan or REO property, as applicable, for which Vantium is acting as a Stalking Horse Bidder, or approximately $57,000, payable only if Vantium is not the successful bidder at the auction. The Court also granted the Debtors authority to pay the Bidder Expense Reimbursement, in their sole discretion, with the consent of the Official Committee of Unsecured Creditors, not to exceed 3% of the purchase price for the applicable Asset Pool. The Court also approved the payment of $5,946.52 to reimburse Restoration Capital, RC5, LLC, for actual due diligence costs incurred by it in connection with certain ABN Mortgage Loans which were withdrawn from the Asset Pool. The deadline for the submission of final bids will be at 5:00 p.m. (ET) on May 11, 2009. In the event that one or more Qualified Bids are submitted by the bid deadline, an auction will take place at 10:00 a.m. (ET) on May 13, 2009, at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 West Street, 17th Floor, in Wilmington, Delaware. The Court has scheduled the sale hearing on May 15, 2009, at 1:00 p.m. (ET). The objection deadline is May 8, 2009, at 4:00 p.m. (ET). A full-text copy of the approved sales procedures is available at http://bankrupt.com/misc/AmericanHome.SaleProcedures.pdf About American Home Based in Melville, New York, American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage real estate investment trust engaged in the business of investing in mortgage-backed securities and mortgage loans resulting from the securitization of residential mortgage loans originated and serviced by its subsidiaries. American Home Mortgage and seven affiliates filed for Chapter 11 protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as its counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000, total liabilities of $19,330,191,000. American Home filed a de-consolidated plan of liquidation on August 15, 2008. The former home mortgage lender's liquidating Chapter 11 plan was confirmed in February 2009 (American Home Bankruptcy News; Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN INT'L: A.M. Best Comments on Restructuring of Unit ----------------------------------------------------------- A.M. Best Co. last week commented that the ratings and outlook of the property/casualty subsidiaries of American International Group, Inc. (AIG) (New York, NY) remain unchanged following the company's announcement of the acceleration of its restructuring and re-branding of its global property/casualty operations, AIU Holdings. The domestic and foreign property/casualty subsidiaries of AIG will be placed in a special purpose vehicle (SPV), and AIG will purchase from AIU Holdings its equity interests in certain AIG affiliates. While capital and surplus remain unchanged, the quality of capital in these subsidiaries is expected to improve as these investments in these AIG affiliates will be exchanged for high quality, liquid assets of equal value. Specifically, the property/casualty business' interest in International Lease Finance Corp., United Guaranty Corp. and TRH Holdings (Transatlantic) will be transferred to AIG. A.M. Best also views this restructuring as a positive first step in positioning the commercial insurance business as an independent global property/casualty organization and in preparation for a future public equity offering. The plan to rebrand the global property/casualty business was specifically designed to further distance the property/casualty insurance operations from AIG in identity and to enhance confidence among employees, brokers and customers. The announcement of the restructuring alone has no immediate effect on these ratings given the continued legal ownership structure and the considerable time that will be required to complete the planned divestiture. In concurrence with this announcement, A.M. Best is in the process of completing its review of the domestic property/casualty operations and expects to formally announce the results of that review in the near term. Under this proposed structure, all subsidiary companies of this new SPV will continue to be part of AIG, which is majority owned by the U.S. Government. While management emphasizes its ready access to capital (if necessary), the ultimate financial flexibility available to these subsidiary companies is limited to AIG's further borrowing from U.S. Government sources at present. Other near-term challenges that may be encountered by these subsidiary companies include market acceptance of the re-branding initiative, maintenance of their franchise value and intellectual capital, account retention and the ability to sustain their distinguishing competitive advantages with innovative programs and significant market capacity. Some longer-term challenges include: the financial effects on AIG as it divests itself of a minority stake in a company that is a key dividend source; the actual execution of the divestiture itself; and management's ability to establish a successful, independent operation absent the franchise value it once had under AIG. The financial strength rating of A (Excellent) and issuer credit ratings of "a" are unchanged for the following property/casualty subsidiaries of American International Group, Inc.: AIG Commercial Lines Pool and Strategic Affiliates: -- AIG Commercial Insurance Company of Canada -- American International Insurance Company of Puerto Rico -- American International Specialty Lines Insurance Company -- Audubon Indemnity Company -- Audubon Insurance Company -- National Union Fire Insurance of Louisiana -- AIG Casualty Company -- American Home Assurance Company -- American International South Insurance Company -- Commerce and Industry Insurance Company -- Granite State Insurance Company -- Illinois National Insurance Company -- Insurance Company of the State of Pennsylvania -- National Union Fire Insurance Company of Pennsylvania -- New Hampshire Insurance Company Lexington Insurance Pool: -- AIG Excess Liability Insurance Company -- Landmark Insurance Company -- Lexington Insurance Company -- AIG Excess Liability Insurance International ASYST TECHNOLOGIES: Seeks June 4 Extension to File Schedules ------------------------------------------------------------ Asyst Technologies, Inc., asks the U.S. Bankruptcy Court for the Northern District of California to extend until June 4, 2009, the time within which the Debtor must file its schedule of assets and liabilities, schedule of current income and expenditures, schedules of executory contracts and unexpired leases, and statement of financial affairs. The Debtor tells the Court that it would be very difficult to prepare the schedules carefully, thoroughly and accurately within a short period. The Debtor adds that the extension will be for the best interest of the estate. Headquartered in Fremont, California, Asyst Technologies, Inc. -- http://www.asyst.com/-- makes, sell and support integrated hardware and software systems primarily for semiconductor and flat panel display manufacturing industries. The Company filed for Chapter 11 on April 20, 2009 (Bankr. N. D. Calif. Case No. 09-43246). Ali M.M. Mojdehi, Esq., at the Law Offices of Baker and McKenzie represents the Debtor on its restructuring efforts. The Debtor's financial condition as of December 31, 2008, showed total assets of $295,782,000 and total debts of $315,364,000. BANK OF AMERICA: DBRS Cuts Preferred Shares Rating to "BB" ---------------------------------------------------------- Dominion Bond Rating Service downgraded the long-term ratings for Bank of America Corp. and its related entities, including its Issuer & Senior Debt rating to A from A (high). The ratings on Bank of America and its subsidiary Short-Term Instruments has been confirmed at R-1 (middle). The trend on these ratings is Stable having reached the DBRS floor level for critically important banking organizations (CIBs) in the U.S. Bank of America's Preferred Shares have been downgraded to BB from BB (high) with a Negative Trend. At the same time, DBRS has downgraded the ratings of Bank of America's subsidiaries, including Bank of America, N.A.'s Deposits & Senior Debt rating to A (high) from AA (low). The trend on these ratings is also Stable. This concludes the review of the Company's ratings which were placed Under Review with Negative Implications on January 29, 2009. The rating actions follow the Company's announcement of its first quarter 2009 results. While the results produced a $4.2 billion profit (before preferred stock dividends) centered on much improved performance from its recent Countrywide and Merrill acquisitions, earnings also contained significant one-time gains and reflected broad-based credit deterioration by product line and geography. Impacting Bank of America with its broad-based national franchise is this deep recession with still rising unemployment that is bringing much more extensive credit deterioration to prime borrowers and businesses than in a normal credit cycle. DBRS continues to view the Company's near-term core revenue and income as constrained and volatile in this period of acute credit and expense pressure. The downgrade of Bank of America's long-term rating reflects the sizable challenges that the Company still faces, as it navigates the difficult operating environment while completing its integrations. In seeking to sustain its earnings and integrate its expanded franchise, Bank of America also faces the challenge of retaining its top talent, especially in the current environment with constraints on compensation. DBRS sees the Company's earnings as remaining under pressure in 2009 in the face of disrupted markets and rising credit costs. At the same time, this ratings action incorporates the enhanced support now being made available by the U.S. government. The Company's SA2 support assessment designation assigned January 1, 2009, reflects DBRS's view that Bank of America is a CIB in the U.S., given its scale and extensive participation in the capital markets, as well as the eligibility criteria established by the U.S. Treasury for its Targeted Investment Program (TIP) and Asset Guarantee Program (AGP). Consistent with DBRS's Enhanced Methodology for Bank Ratings, February 2009, the Company's ratings are now at the floor for U.S. CIBs. Even further weakening in the bank's intrinsic strength rating will not result in a concurrent downgrade of the final rating below the floor rating. Consequently, all ratings that are at the floor have a Stable trend. This perspective is also reflected in maintaining the short-term rating of Bank of America at R-1 (middle), which is not typical for a bank holding company rated "A" that reflects not only Bank of America's intrinsically strong liquidity but the more extensive provision of liquidity generally to bank holding companies and some of their non-bank subsidiaries under current programs. Preferred share ratings do not benefit from the support implied in the floor rating and may be subject further negative pressure. Explicit government support has bolstered Bank of America's intrinsic position. The Company, like other U.S. banks, has received significant explicit support from the U.S. government. In addition to the system-wide liquidity facilities and debt guarantee programs of the Federal Reserve (the Fed) and the Federal Deposit Insurance Corporation (FDIC), Bank of America has benefited from a capital injection through the Troubled Assets Relief Program (TARP). Moreover, the Company has received a capital injection under the Treasury's TIP and has negotiated a loss-sharing agreement that has yet to be finalized under its AGP associated with the Merrill Lynch acquisition. While Bank of America would retain a substantial first-loss position of $10 billion under the proposal, it would be protected to a significant degree against unusually large losses on an asset pool of approximately $118 billion. Bank of America's regulatory capital ratios have been strengthened with its Tier 1 now estimated at 10.1%, a sizable cushion above regulatory minimums. The regulatory capital ratios benefited from the aforementioned capital injections in the quarter and increased retained earnings, however, the ratios do not yet include the potential substantial risk-weighting relief afforded by the asset pool guarantee. The Company's tangible common equity also improved 20 basis points over the quarter to 3.13% which represents an improvement from the third quarter low of 2.75% but is still below many of its similarly rated peers. Liquidity and funding remained sound as the Company benefits from various Fed liquidity facilities and strong deposit franchises within its diverse businesses. Bank of America's ratings are underpinned by a strong franchise with top market positions in deposits, mortgage lending, small and middle market business lending and credit cards. With the addition of Merrill Lynch, the Company now also has prominent market positions in investment banking, various capital markets businesses and one of the largest Wealth Management businesses in the world. Bank of America's $4.2 billion profit ($2.8 billion after preferred dividends) in Q1 2009 reflected strong recovery in Merrill Lynch's investment banking businesses (especially sales & trading), Countrywide's mortgage business and only $1.7 billion in market disruption charges compared to $4.6 billion in Q4 2008. Credit quality deterioration was broad-based in the quarter both across portfolios and geographies. DBRS expects this broad deterioration in credit trends to continue as the impact of a recessionary economy is being exacerbated by declining housing prices and an upturn in unemployment. Company-wide NCOs were $6.9 billion for the fourth quarter (2.85% of average loans), a 25% increase from Q4 2008 with credit cards, home equity and direct/indirect consumer loans posting the largest increases over the quarter. Nonperforming assets were also up more sharply, rising $7.5 billion from Q4 2008 to $25.7 billion (or 2.65% of total loans, leases and REO) at March 31, 2009. Underscoring the continuing trend, accruing loans 90 days or more past due increased 17% in the quarter to $6.3 billion. The Company prudently added substantial reserves with a quarterly provision that was $6.4 billion in excess of NCOs. In terms of coverage, Bank of America's $29.0 billion allowance for loan losses (excluding the reserve for unfunded lending commitments) was 1.21x nonperforming loans (excluding foreclosed properties) and 2.97% of total loans and leases. BEARINGPOINT INC: Protocol for CS Assets Approved; Bids Due May 25 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York approved on April 28, 2009, amended bidding procedures for the sale of BearingPoint, Inc. and its affiliated debtors' Commercial Services Group assets. The Court also approved the payment of a termination fee of $750,000 and expense reimbursement of up $500,000 to PricewaterhouseCoopers LLP as stalking horse bidder for the CS assets, if the Debtor closes a sale with another party. Objections to the CS sale, if any, must be filed and served on the Objection Notice Parties no later than 12:00 p.m. (Eastern Time on May 18, 2009. Competing bids are due no later than 12 p.m. (Eastern Time) on May 25, 2009. If Qualified bids are received before the bid dealine, an auction sale will be held on May 27, 2009. The sale hearing will be held on May 28, 2009, at 9:45 a.m. (Eastern Time). A copy of the approved bidding procedures, attached as Exhibit 1 to the CS bidding procedures order, is available at: http://bankrupt.com/misc/BearingPoint.AmendedCSBP.pdf As reported in the Troubled Company Reporter on April 21, 2009, the Debtors asked the Bankruptcy Court to approve procedures for submitting bids for its Commercial Services Group assets. The Debtors also asked the Court to approve a "stalking horse" agreement with PricewaterhouseCoopers LLP. As stalking horse bidder, PwC will receive a break-up fee of $750,000 and reimbursement of up to $500,000 in expenses if the Debtor closes a sale with another party. The Debtors now seek to sell their CS group, in whole or in part. The CS group is primarily comprised of contracts with a highly diversified range of clients, including those in the world's leading life sciences and energy markets, as well as technology, consumer markets, manufacturing, transportation, communications and private and public utilities. A sale of the CS Group in whole, as opposed to in parts, maximizes the value of these assets. After extensive review of proposals received during the sales process for the assets in BearingPoint's CS Group and certain related assets, the Debtors, along with their advisors, have determined that PwC's offer presents the Debtors with significant value. Furthermore, the Debtors believe that the PwC offer complements the sale of their Public Services Industry Group to Deloitte LLP as it enables the Debtors to sell their two main domestic divisions largely intact. PwC has offered $25 million for the CS Group assets. The Debtors will sell to PWC specified customer contracts of the CS Group, and the accounts receivable, work in progress, certain intellectual property and other assets related thereto, and PWC will assume only (i) liabilities arising postclosing out of the customer contracts that it acquires and (ii) liabilities with respect to accrued vacation, sick and personal days (not to exceed 24 days) for those employees that become employees of PwC. PWC has also agreed to purchase the equity interests of BearingPoint Information Technologies (Shanghai) Limited, a company owned by BearingPoint, Inc., that operates a global development center in China, and an affiliate of PwC has agreed to purchase substantially all of the assets of a separate global development center in India. The contract with PwC is still subject to further market test. The Debtors will be accepting competing bids and will conduct an auction where it will select the highest and best bid for the assets. Bids are due May 25 and must be at least $1.25 million higher than the amount offered by PwC in its stalking horse agreement with BearingPoint. The auction will be conducted on May 27. PwC will terminate the contract if the transaction is not approved by the Bankruptcy Court on June 10. The Debtors have proposed this schedule: Objection Deadline for Bid Procedures 04/23/09 Hearing on Bid Procedures 04/27/09 Objection Deadline for Sale 05/18/09 Auction Date 05/27/09 Sale Hearing 05/28/09 Objections to Auction and Successful Bidder TBD A copy of the PwC Asset Purchase Agreement is available for free at http://bankrupt.com/misc/BearingPoint_PwC_Contract.pdf About BearingPoint BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. Based in McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP -- has approximately 15,000 employees focusing on the Public Services, Commercial Services and Financial Services industries. BearingPoint professionals have built a reputation for knowing what it takes to help clients achieve their goals, and working closely with them to get the job done. The Company's service offerings are designed to help clients generate revenue, increase cost-effectiveness, manage regulatory compliance, integrate information and transition to "next-generation" technology. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D. N.Y., Case No. 09-10691). Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, has been tapped as counsel. Greenhill & Co., LLC, and AP Services LLC, have also been tapped as advisors. Davis Polk & Wardell is special corporate counsel. BearingPoint disclosed total assets of $1,762,689,000, and debts of $2,231,839,000 as of September 30, 2008. Contemporaneous with their bankruptcy petitions, the Debtors filed a pre-packaged Joint Plan of Reorganization under Chapter to implement the terms of their agreement with the secured lenders. Under the Plan, the Debtors propose to exchange general unsecured claims for equity in the reorganized company. Existing shareholders are out of the money. The Plan and the explanatory disclosure statement remain subject to approval by the Bankruptcy Court. BERRY PLASTICS: Expects to Report $758MM in Net Sales for Q2 2009 ----------------------------------------------------------------- Berry Plastics Corporation estimates that its net sales will total roughly $758 million during its fiscal 2009 second quarter as compared to its fiscal 2008 second quarter sales of $844 million. The decrease is due to a combination of lower selling prices and lower sales volumes. Also, the Company estimates that its fiscal 2009 second quarter Adjusted EBITDA, which is a Non-GAAP measure, will be approximately $120 million. These amounts reflect management's estimate as of April 22; actual results may vary from these results. At March 28, 2009, the Company had $95 million outstanding on its revolving credit facility. One of the participants in the Company's revolving credit facility was Lehman Brothers and its affiliates, who had committed to fund $18.3 million out of Berry's total $400.0 million credit facility. Due to the bankruptcy of Lehman Brothers, Berry Plastics said it cannot access the full commitment of its credit facility. At March 28, 2009, the Company had estimated $135 million of cash and unused borrowing capacity of $252 million (reflects the reduction of Lehman's total commitment of $18 million) under its revolving line of credit subject to the solvency of Berry Plastics' lenders to fund their obligations and the borrowing base calculations. In March 2009, the Company purchased $24 million principal of its 10-1/4% Senior Subordinated Notes at an aggregate cost of approximately $7 million. In addition, the Company has agreed in aggregate to invest approximately $134 million to purchase assignments of $415 million principal of Berry Plastics Group, Inc., senior unsecured term loan, which the Company expects to close by the end of fiscal 2009. About Berry Plastics Based in Evansville, Indiana, Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At December 27, 2008, the Company had 68 production and manufacturing facilities, with 60 located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc., which is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. As of December 27, 2008, Berry Plastics had $4.52 billion in total assets and $4.22 billion in total liabilities. The Company reported a net loss of $29.4 million on net sales of $865.0 million for the 13 weeks ended December 27, 2008. * * * The Troubled Company Reporter said on April 27, 2009, that Moody's Investors Service downgraded Berry Plastics Corp.'s probability of default rating to Ca/LD from B3 following the company's disclosure that it has agreed to repurchase approximately $415 million in principal amount of Berry Plastics Group, Inc., senior unsecured term loan due 2014 for approximately $134 million. BERRY PLASTICS: Lenders Amend Covenant Under Holdco Term Loan ------------------------------------------------------------- The requisite lenders under Berry Plastics Group, Inc. Term Loan Credit Agreement dated as of June 5, 2007, have approved an amendment to the Holdco Credit Agreement that, among other things, remove the Holdco Credit Agreement's provision prohibiting Holdco and its subsidiaries from spending more than a total of $75 million of cash in respect of purchases of assignments of loans under the Holdco Credit Agreement. The amendment is now effective, according to Berry Plastics' April 21 filing. Holdco is the direct parent of Berry Plastics Corporation. About Berry Plastics Based in Evansville, Indiana, Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At December 27, 2008, the Company had 68 production and manufacturing facilities, with 60 located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc., which is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. As of December 27, 2008, Berry Plastics had $4.52 billion in total assets and $4.22 billion in total liabilities. The Company reported a net loss of $29.4 million on net sales of $865.0 million for the 13 weeks ended December 27, 2008. * * * The Troubled Company Reporter said on April 27, 2009, that Moody's Investors Service downgraded Berry Plastics Corp.'s probability of default rating to Ca/LD from B3 following the company's disclosure that it has agreed to repurchase approximately $415 million in principal amount of Berry Plastics Group, Inc., senior unsecured term loan due 2014 for approximately $134 million. BRUNO'S SUPERMARKETS: Court Denies Plea to Reject Labor Contract ---------------------------------------------------------------- Dawn Kent at Birmingham News reports that the Hon. Benjamin Cohen of the U.S. Bankruptcy Court for the Northern District of Alabama has denied Bruno's Supermarkets, LLC's request to void a labor contract with the United Food and Commercial Workers union. Bruno's Supermarkets had asked the Court to let it rescind the contract, claiming that it was hindering a sale of the Company. The report states that Bruno's Supermarkets' assets will be auctioned on April 29. The report says that the union had threatened to launch a strike if the contract would be revoked. Bruno's Supermarkets, LLC, is a privately held company headquartered in Birmingham, Alabama. Bruno's is the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's has operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). Burr & Forman LLP is the Debtor's lead counsel. Najjar Denaburg, P.C., is the Debtor's interim conflicts counsel. Greenberg Traurig, LLP, is the Official Committee of Unsecured Creditors' counsel. Alvarez & Marsal is the Debtor's restructuring advisor. When Bruno's filed for protection from its creditors, it listed assets and debts of between $100 million and $500 million each. BUFFETS HOLDINGS: Closes $117.5M Loan, Emerges from Chapter 11 -------------------------------------------------------------- Buffets Holdings, Inc. announced April 28 that it has emerged from Chapter 11 reorganization. After meeting all closing conditions to the Company's exit financing and to its Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware in an order entered on April 17, 2009, the Plan has now become effective. In conjunction with its emergence from Chapter 11, Buffets today closed on $117.5 million in new first lien exit financing from various lenders. This financing, in addition to $139.8 million in second lien rollover financing remaining from the pre-petition lenders, enables the Company to satisfy its Chapter 11 Plan obligations and provide working capital for ongoing operations. "This is a great day for Buffets, and an achievement for which all of our Team Members should be very proud," said Mike Andrews, Chief Executive Officer of Buffets Holdings. "Due to their hard work and dedication over the last fifteen months, we are emerging with a stronger balance sheet, significantly less debt, and greater resources to improve operations and make investments in our business." Andrews continued: "In addition to our Team Members, as well as our loyal guests, we thank our business partners for their support throughout this challenging process. We look forward to continuing to work with them to deliver the highest quality food, service, and value to our guests." Effective today, Buffets has a new Board of Directors, and, in accordance with the Plan, the Company's newly issued equity is privately held by certain former creditors and does not trade on any established exchange. Buffets Holdings, Inc. and all of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on January 22, 2008. In addition to strengthening its balance sheet and reducing its debt, Buffets has also used the Chapter 11 process to right-size its organization, including streamlining its portfolio of restaurants and reducing operating expenses across the business. More information about Buffets Holdings' reorganization is available in the Company Information section of the Company's Web site at http://www.Buffet.com/ Claims information and court filings, including the confirmed Plan of Reorganization and Disclosure Statement, are available at http://chapter11.epiqsystems.com/buf About Buffets Holdings Headquartered in Eagan, Minnesota, Buffets Holdings Inc. -- http://www.buffet.com/-- is the parent company of Buffets, Inc., which operates 626 restaurants in 39 states, comprised of 615 steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse restaurants, and franchises sixteen steak-buffet restaurants in six states. The restaurants are principally operated under the Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain brands. Buffets, Inc., employs approximately 37,000 team members and serves approximately 200 million customers annually. Buffets and all of its subsidiaries filed Chapter 11 protection on January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158). Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Bankruptcy Solutions LLC as claims and balloting agent. The U.S Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl Young & Jones as counsels. The Debtors' balance sheet as of Sept. 19, 2007, showed total assets of $963,538,000 and total liabilities of $1,156,262,000. As reported by the TCR on April 23, 2009, the Bankruptcy Court entered an order confirming Buffets' Plan of Reorganization. Bankruptcy Creditors' Service, Inc., publishes Buffets Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Buffets Holdings Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CENTRAL GARDEN & PET: Bank Debt Trades at Substantial Discount -------------------------------------------------------------- Participations in a syndicated loan under which Central Garden & Pet Co. is a borrower traded in the secondary market at 75.50 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 4.60 percentage points from the previous week, the Journal relates. The loan matures on September 20, 2012. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries B1 rating from Moody's. Central Garden & Pet Company -- http://www.central.com/-- markets and produces quality branded products for the lawn & garden and pet supplies markets. The products are sold to specialty independent and mass retailers. The Company also provides a host of other regional and application-specific garden brands and supplies, and other application-specific Pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has approximately 5,000 employees, primarily in North America and Europe. CHAPARRAL ENERGY: Moody's Cuts Ratings on $650-Mil. Notes to 'Ca' ----------------------------------------------------------------- Moody's Investors Service downgraded Chaparral Energy, Inc.'s $325 million of senior unsecured notes due 2015 and $325 million of senior unsecured notes due 2017 to Ca (LGD 5, 76%) from Caa3 (LGD 5, 76%). Moody's also downgraded Chaparral's Corporate Family Rating to Caa3 from Caa2 and its Probability of Default Rating to Caa3 from Caa2. Chaparral's Speculative Grade Liquidity rating remains at SGL-4. This concludes the review for downgrade begun on December 19, 2008 reflecting weak liquidity and high leverage. The outlook is negative. The downgrade reflects Chaparral's lack of liquidity and a potential borrowing base redetermination issue that should be completed sometime in May, 2009. Furthermore, Chaparral faces other obstacles such as an unsecured notes indenture which prohibits the company from borrowing even if funds are available until its secured debt is below $320 million, and a potential covenant compliance issue with its borrowing base facility unless this credit facility is renegotiated and extended before October 31, 2009. Nevertheless, although liquidity is tight Chaparral intends to spend within cash flow this year to fund minimal capital commitments. The company had approximately $60 million of cash at the end of the first quarter 2009, which included the monetization of $9.5 million of hedges and $21.8 million of production credits. The company estimates that it has a further $200 million of gains on its hedge portfolio which it could liquidate for the reduction of bank borrowings or to fund interest payments. Near-term the next hurtle Chaparral will face is the borrowing base redetermination in May. Based on the borrowing base redetermination the company may need to liquidate some of its hedge book. Once the company addresses the borrowing base issue, the maturity issue of the revolver and the continued level of secured debt continue as an issue. The last rating action on Chaparral was on December 19, 2008, at which time the Corporate Family Rating and Probability of Default Rating were downgraded to Caa2 and the senior unsecured note rating was lowered to Caa3. Chaparral Energy, Inc. is privately held independent oil and natural gas production company. CHARYS HOLDING: Withdraws 2007 Registration Statement From SEC -------------------------------------------------------------- Pursuant to Rule 477 of Regulation C promulgated under the Securities Act of 1933, as amended, Scouler & Company, as liquidating trustee for the Charys Liquidating Trust, asked the Securities and Exchange Commission for the withdrawal of a Registration Statement on Form SB-2 filed by Charys Holding Company, Inc., on April 30, 2007. The Trustee pointed out that on February 14, 2008, it filed for Chapter 11 bankruptcy protection; there were no securities sold in connection with the Registration Statement; on February 24, 2009, the Bankruptcy Court entered an order confirming the Debtors' First Amended Joint Plan of Reorganization; and pursuant to the Final Order all assets of Charys were transferred to the Charys Liquidating Trust. "[W]e hereby respectfully request that a written order consenting to the withdrawal of the Registration Statement be issued by the Commission as soon as possible. We also request in accordance with Rule 457(p) under the Securities Act that all fees paid by us to the Commission in connection with the filing of the Registration Statement be credited to our account for future use by Charys Holdings Company, Inc.," according to the Trustee's letter to the Commission. As reported by the Troubled Company Reporter, Charys Holding's Chapter 11 plan was declared effective on March 12, 2009. The U.S. Bankruptcy Court for the District of Delaware declined to issue a stay pending appeal to the confirmation order on the Plan. As reported by the TCR on March 2, the Bankruptcy Court held that Charys Holding's Chapter 11 plan satisfies the statutory requirements for confirmation under Section 1129 of the Bankruptcy Code. The former owner of a business purchased by Charys, however, wanted the plan held up while he took an appeal on the confirmation order, Bloomberg's Bill Rochelle reported. The Chapter 11 Plan, according to Mr. Rochelle, provides for these terms: -- Convertible noteholders will recover 32.5% in the form of 94% of the new stock plus $20 million in secured notes maturing in four years and paying 15% interest. -- Unsecured creditors with $107 million in claims are expected to recover 15 cents on the dollar, from a liquidating trust created under the Plan; -- Holders of subordinated claims and equity interests in Charys won't recover anything. A full-text copy of the First Amended Joint Plan of Reorganization is available for free at http://ResearchArchives.com/t/s?37e8 A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?37e9 About Charys Holding Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. -- http://www.charys.com/-- provides remediation & reconstruction and wireless communications & data infrastructure. The company and its affiliated debtor, Crochet & Borel Services, Inc., filed for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case No. 08-10289). Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors as counsel. Chun I. Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., represent the Debtors as Delaware counsel. Matthew S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents the Official Committee of Unsecured Creditors as counsel. Chad A. Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell, represent the Committee as Delaware counsel. Upon confirmation of their bankruptcy plan, the Debtors had assets of roughly $215 million and the liabilities of roughly $339 million. CHRYSLER FINANCIAL: May Merge with GMAC in Chrysler Restructuring ----------------------------------------------------------------- The restructuring of Chrysler LLC may include folding Chrysler Financial into GMAC LLC, Jeffrey Mccracken, Neil King Jr., and Alex P. Kellogg at The Wall Street Journal report, citing people familiar with the matter. Citing sources, WSJ states that concern has increased that Chrysler Financial may not survive as a separate company. WSJ relates that like Chrysler, Chrysler Financial is struggling and has gotten financial help from the federal government since December 2008. Chrysler Financial has been surviving on around $150 million a week in government loans, and the government appears inclined to continue providing funds to Chrysler, says the report. According to WSJ, a final decision would come out of negotiations involving Cerberus Capital Management LP -- which has substantial stakes in Chrysler and GMAC and owns all of Chrysler Financial -- and the auto task force. WSJ, citing people familiar with the matter, relates that the likeliest result is that Chrysler Financial's loan portfolio will be folded into GMAC, which would then handle dealer financing for General Motors Corp. and Chrysler. The sources said that the arrangement will need approval from various federal banking regulators in Washington, WSJ states. About Chrysler Financial Chrysler Financial -- http://corp.chryslerfinancial.com-- offers automotive financial products and services to both dealers and consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S., Canada, Mexico and Venezuela. In addition it offers vehicle wholesale and retail financing to more than 3,600 Chrysler, Jeep and Dodge dealers. Currently, nearly three million drivers in the United States enjoy the benefits of financing with Chrysler Financial. Chrysler Financial has an employee base of 4,000 and supports a global portfolio of $60 billion. As reported by the Troubled Company Reporter on April 23, 2009, Moody's Investors Service downgraded the corporate family rating of Chrysler Financial Services Americas LLC to Ca from Caa2, following Moody's downgrade of Chrysler Automotive, LLC's corporate family rating to C from Ca. Chrysler Financial's rating outlook is negative. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan, and Australia. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Late in 2008, Daimler attempted to sell its remaining stake to Cerberus, but talks have been stalled. A report by The Wall Street Journal in March 2009 said Cerberus is set to shed its stake in Chrysler as part of the conditions surrounding the company's bailout arrangement with the U.S. government. An anonymous source within the Obama administration told WSJ Cerberus' equity stake no longer holds value. The source told WSJ Cerberus will still hold on to a controlling stake in Chrysler Financial, but its stake in the automaker itself will likely be eviscerated. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The Government has told Chrysler it would provide up to $6 billion in financing if Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received. Fiat originally agreed to take 35% of Chrysler, but it was subsequently reduced to 20%. GM faces a June 1 deadline to complete restructuring plans that satisfy the government's auto task force. So far, GM has received $13.4 billion in federal loans. The Office of the Special Inspector General for the Troubled Asset Relief Program has said GM may receive up to $5 billion and Chrysler up to $500 million in additional working capital. The additional loans are part of the modification to the existing loan program. GM and Chrysler admitted in their viability plans submitted in February that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CHRYSLER LLC: Fiat Says It Won't Use Bankruptcy to Acquire Firm --------------------------------------------------------------- Luca Ciferri at Automotive News reports that Fiat CEO Sergio Marchionne said that he wouldn't use a Chrysler LLC bankruptcy to acquire pieces of the Company. Citing a person familiar with the matter, Automotive News relates that Fiat wants to proceed with an alliance with Chrysler even if the Company is forced into Chapter 11. According to the report, the source said that Fiat will continue to work closely with the U.S. Treasury Department and will try to complete an agreement. Automotive News states that if the alliance seems to secure Chrysler's future, the Company would get up to $6 billion in additional loans from the government. If the Company fails to seal a deal with Fiat by Thursday, the government would cut off the federal funding to the Company, the report says. Mr. Marchionne, according to Automotive News, told analysts that he believes that there would be an alliance, saying that he sees "no reason why it cannot happen. I can only confirm our unwavering commitment to get this transaction done. We see benefits to both Fiat and to Chrysler." Fiat's board gave an "ample mandate" to seal the deal, Automotive News states, citing Mr. Marchionne. Reuters relates that lawmakers from Michigan urged Chrysler's creditors to agree to concessions. According to Reuters, Senator Debbie Stabenow said that after the United Auto Workers union accepted cuts, "it is now incumbent on the creditors, in particular those that have taken public funds, to make some concessions and be a part of the solution." Creditors must look "at the broad economic impact (of Chrysler collapsing) and not just their own short-term financial interest," Dow Jones Newswires reports, citing Rep. Mark Schauer. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan, and Australia. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Late in 2008, Daimler attempted to sell its remaining stake to Cerberus, but talks have been stalled. A report by The Wall Street Journal in March 2009 said Cerberus is set to shed its stake in Chrysler as part of the conditions surrounding the company's bailout arrangement with the U.S. government. An anonymous source within the Obama administration told WSJ Cerberus' equity stake no longer holds value. The source told WSJ Cerberus will still hold on to a controlling stake in Chrysler Financial, but its stake in the automaker itself will likely be eviscerated. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The Government has told Chrysler it would provide up to $6 billion in financing if Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received. Fiat originally agreed to take 35% of Chrysler, but it was subsequently reduced to 20%. GM faces a June 1 deadline to complete restructuring plans that satisfy the government's auto task force. So far, GM has received $13.4 billion in federal loans. The Office of the Special Inspector General for the Troubled Asset Relief Program has said GM may receive up to $5 billion and Chrysler up to $500 million in additional working capital. The additional loans are part of the modification to the existing loan program. GM and Chrysler admitted in their viability plans submitted in February that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CHRYSLER LLC: Lenders Agree to $2BB Cash Payment for $6.8BB Debt ---------------------------------------------------------------- The Wall Street Journal reports that Chrysler LLC's key lenders have agreed to accept $2 billion in cash in exchange for $6.8 billion in secured debt. WSJ relates that some lenders involved are against the terms, making the deal tentative. Citing people familiar with the matter, WSJ states that Chrysler is likely to file for bankruptcy protection, even agreements with the United Auto Workers union, the lenders, and Fiat SpA are reached, to clear liabilities including removing hundreds of auto dealers from its sales network. According to WSJ, some hedge funds and smaller banks said that they wouldn't back a deal with Chrysler. WSJ says that parties including the administration appear confident that Fiat will sign a merger deal with Chrysler by Thursday. According to WSJ, Fiat Vice Chairperson John Elkann said that "the partnership can proceed even if we have to deal with Chapter 11" and the final shareholding structure is still being discussed. As reported by the Troubled Company Reporter on April 28, 2009, the UAW would eventually own 55% of the stock in a restructured Chrysler, as agreed by the two parties. Fiat won't invest any money in Chrysler as part of a potential deal, but may eventually put money into Chrysler once an alliance is forged, WSJ states, citing Mr. Elkann. According to the report, Fiat is being asked to take "a relatively small position" in Chrysler to start, estimated at about 20%, which would rise as Fiat introduces new technologies to Chrysler and meet certain, as- yet unspecified obligations. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan, and Australia. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Late in 2008, Daimler attempted to sell its remaining stake to Cerberus, but talks have been stalled. A report by The Wall Street Journal in March 2009 said Cerberus is set to shed its stake in Chrysler as part of the conditions surrounding the company's bailout arrangement with the U.S. government. An anonymous source within the Obama administration told WSJ Cerberus' equity stake no longer holds value. The source told WSJ Cerberus will still hold on to a controlling stake in Chrysler Financial, but its stake in the automaker itself will likely be eviscerated. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The Government has told Chrysler it would provide up to $6 billion in financing if Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received. Fiat originally agreed to take 35% of Chrysler, but it was subsequently reduced to 20%. GM faces a June 1 deadline to complete restructuring plans that satisfy the government's auto task force. So far, GM has received $13.4 billion in federal loans. The Office of the Special Inspector General for the Troubled Asset Relief Program has said GM may receive up to $5 billion and Chrysler up to $500 million in additional working capital. The additional loans are part of the modification to the existing loan program. GM and Chrysler admitted in their viability plans submitted in February that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CHRYSLER LLC: MoFo Lawyers Talk About Bankruptcy Issues ------------------------------------------------------- "With latest reports that Chrysler will be split up, with as much as 55% of the company set to be transferred to the United Autoworkers Union, it's apparent that the nation's third largest automaker has made a last-second Hail Mary to avoid bankruptcy," lawyers in Morrison & Foerster's Bankruptcy & Restructuring practice area say. "But a Chapter 11 filing is still on the horizon for the long- troubled company. The UAW move, combined with the prospect of a 20% investment by Italy's Fiat, are big moves, but they may not be enough to halt the company's downward trajectory," the lawyers continue. Attorneys in the bankruptcy group at Morrison & Foerster put together an outlook assessment to help explain what businesses, suppliers and car buyers can expect from a Chrysler Chapter 11 filing. The attorneys write that unlike GM, Chrysler faces unique outcomes, "namely, the possibility of a U.S. Government-backed alliance with Fiat, a possible U.S. and Canadian debtor-in- possession financing facility, and the possibility that Chrysler could liquidate." The U.S. Treasury set a May 1 deadline for Chrysler to present a plan to avoid bankruptcy, which the company says it has accomplished with the UAW deal. But many critics say that may not be enough: Bob Shulz, a Standard & Poor's senior auto analyst told CNN that even if both GM and Chrylser steer past the deadlines bearing down on them, that doesn't mean they will be able to avoid bankruptcy indefinitely. According to the Wall Street Journal, Fiat is hinting that with a bankruptcy it could opt for a greater investment than 20%. Fiat CEO Sergio Marchionne has said Fiat was interested in Chrysler "in its totality." These issues will undoubtedly be playing out in coming weeks. For additional information, contact: Karen Ostad, Esq. Morrison & Foerster 1290 Avenue of the Americas New York, NY 10104-0050 Telephone (212) 468-8000 _______________________________ Preparing for a Chrysler LLC Bankruptcy Filing: Issues for Your Consideration _______________________________ This week, Chrysler LLC (together with its affiliates, "Chrysler") announced a tentative deal with the United Auto Workers' union (the "UAW"). The deal, which was reportedly negotiated among the UAW, Chrysler, the U.S. Department of the Treasury ("Treasury"), and Chrysler's potential suitor, Fiat SpA ("Fiat"), is a step toward meeting the April 30, 2009 deadline imposed by the Obama administration, by which time Chrysler is required to reach agreements on cost-cutting deals with its unions, secured creditors, and other stakeholders as a precondition for receiving further Treasury assistance. The tentative deal with the UAW -- the specific terms of which are undisclosed and depend on a union member vote -- reportedly meets the terms imposed by Treasury in the $4 billion U.S. Government loan package received by Chrysler in December 2008. The UAW deal not only places additional pressure on Chrysler's secured lenders, who have indicated that they would not consider accepting equity in satisfaction of their approximate $6.9 billion claim without union concessions, but also furthers Chrysler's potential acquisition by Fiat, whose representatives also stated that union concessions were a precondition to any agreement. The Obama administration has stated that Chrysler is unsustainable on a stand-alone basis, and over the past month, has placed increasing pressure on Chrysler to strike a deal with Fiat. According to recent reports, Treasury is pressing Chrysler to prepare to file for bankruptcy in the next several days, regardless of whether it meets the Obama administration's deadline of reaching deals with its major creditor groups. This briefing highlights some of the major issues expected from a significant number of clients -- including creditors and potential investors -- will confront in a Chrysler bankruptcy filing. Although many of the complex issues in any Chrysler filing would be similar to those highlighted last week in the briefing regarding a potential General Motors Corp. (together with its affiliates, "GM") bankruptcy filing, there are several differences that warrant consideration -- namely, the possibility of a U.S. Government-backed alliance with Fiat, a possible U.S. and Canadian debtor-in-possession ("DIP") financing facility, and the possibility that Chrysler could liquidate. President Obama described some of these differences when comparing the two automakers on March 30, 2009: The situation at Chrysler is more challenging. It's with deep reluctance but also a clear-eyed recognition of the facts that we've determined, after careful review, that Chrysler needs a partner to remain viable. Recently, Chrysler reached out and found what could be a potential partner -- Fiat, where the current management team has executed an impressive turnaround. Fiat is prepared to transfer its cutting-edge technology to Chrysler and, after working closely with my team, has committed to build -- building new fuel-efficient cars and engines right here in the United States. We've also secured an agreement that will ensure that Chrysler repays taxpayers for any new investments that are made before Fiat is allowed to take a majority ownership stake in Chrysler.[1] If Chrysler and Fiat succeed in reaching an agreement in the next several days, Treasury will provide Chrysler with what it deems "adequate capital to continue operations," including possibly lending up to $6 billion to finance the Fiat acquisition.[2] Under this scenario -- and assuming the reported agreements with both the UAW and Canadian Auto Workers' union (the "CAW") are approved -- Fiat may wish to complete its alliance with Chrysler as part of a Chrysler bankruptcy filing. But even if Chrysler fails to reach an out-of-court agreement with its major creditor constituents by April 30th, the Obama administration has made clear that in the absence of any other viable partnership, the U.S. Government "will not be able to justify investing additional tax dollars to keep Chrysler in business."[3] If no viable restructuring plan emerges, Chrysler will likely be forced to liquidate its assets piecemeal as part of a bankruptcy filing. That the U.S. Government has taken an active role in steering Chrysler's survival is an understatement. As with any GM filing, a Chrysler filing would involve a significant number of complex issues, a broad range of parties, and a host of legal issues never before faced by U.S. bankruptcy courts. Regardless of the specific posture of any Chrysler bankruptcy filing (i.e., restructuring with a strategic partner vs. liquidation), its proposed features will likely present significant opportunities for clients, especially for those who identify and grasp key issues early on. The few publicly available details surrounding Chrysler's reorganization plan remain in flux. This briefing is a preliminary overview based on the collective knowledge of a variety of automobile industry-related issues and expertise in the secondary loan trading market, as well as broad-based expertise in "mega"-sized bankruptcy cases across various jurisdictions (U.S. and foreign). This briefing does not constitute legal advice and is not intended to provide a comprehensive summary of all issues that may arise in any Chrysler bankruptcy, or all issues relevant to each of the firm's clients. 1. Debtor-in-Possession ("DIP") Financing Issues U.S./Canadian DIP Sponsorship One unique feature of any Chrysler filing will involve the extent of the role of Treasury and the Canadian government either as DIP lenders (possibly in conjunction with agent/conduit lenders who are experienced in structuring DIP loans) or as providers of credit support. A DIP loan could total $20 billion according to Bloomberg reports. As DIP lenders, the Canadian and U.S. Governments (together, the "Governments") would play a significant role in directing the management of Chrysler's bankruptcy case and would presumably be entitled to a "super priority" claim, required to be paid before all other administrative claims and secured claims.[4] Indeed, there appears to be no question about Chrysler's need for DIP financing. As of December 6, 2008, Chrysler stated that without the DIP funding, it would need to liquidate, closing 29 factories, firing 53,000 workers, and cutting off $7 billion in payments to suppliers.[5] In addition to "super priority" status, the Governments (and any conduit lender) would be able to charge fees and dictate many of the terms of borrowings (including related performance milestones and covenants). The Governments may require the grant of a security interest in Chrysler's unencumbered assets, wherever located, including leasehold interests. There may be DIP agreement provisions that allow the Governments to have unfettered control over any unencumbered property. The terms of the DIP will be determined very shortly after a bankruptcy filing. Therefore, it will be critical for parties to understand how the proposed DIP structure works, what assets it seeks to encumber (in the U.S. and abroad), and whether the proposed liens will "prime" existing liens and claims. Loan Trading Issues Involving Chrysler Debt Financial institutions currently trading Chrysler debt (or potentially trading a DIP loan backed by the Governments) will also need to have a comprehensive understanding of any Chrysler DIP facility, especially because its terms may impact a lender's ability to continue trading Chrysler debt. Assuming the Chrysler DIP facility looks to recent multi-billion dollar bankruptcy court-approved DIP facilities as a guide, it may allow existing lenders to participate in the funding of the DIP loan. Should this occur, the DIP facility may contain both a new money loan component and a roll-up loan component, allowing existing and eligible lenders to put up additional cash and reap certain DIP lender benefits, including lucrative new terms. Participation in DIP facilities can be problematic for certain entities, including CDO/CLO funds. If a Chrysler DIP facility seeks the participation of existing lenders (or potentially new investors), parties in the secondary loan market should understand not only how their rights as a prepetition lender may be affected, but also whether they will be able to clear the hurdles necessary to participate. Existing lenders should also understand how a Chrysler DIP facility will treat existing senior secured debt. The unprecedented nature of a Chrysler bankruptcy filing will raise a host of novel questions for both existing and potential DIP lenders. For example, will existing lenders be treated as a separate and superior tranche in a DIP facility? Will they be entitled to full voting rights on most issues concerning the DIP facility? Given the likelihood that the Governments will fund and/or guarantee most of any Chrysler DIP facility, to what extent will the Governments exert pressure on existing Chrysler lenders (some of whom are recipients of U.S. Government bailout monies) as a means of steering a Chrysler bankruptcy case? One thing is clear: Whatever priority structure is proposed in the DIP facility will be announced in the first days of a bankruptcy filing, and vigilance is needed for existing lenders to protect their rights. 2. Liquidation Issues and Acquisition Opportunities Fiat Acquisition/Reorganization vs. Liquidation If Chrysler and Fiat reach an agreement this week, Fiat may purchase its stake in Chrysler through a "Section 363" bankruptcy sale (described in further detail below) as part of Chrysler's Chapter 11 filing. There is a track record for approving such large Section 363 acquisitions within a relatively brief time period, especially due to the constraints of emergency funding. As recently as last September, for example, Barclays plc received bankruptcy court approval within three days of the Lehman Brothers Holdings Inc. ("Lehman") bankruptcy filing to purchase, among other things, Lehman's banking and trading units for $250 million. Less accelerated, but still swift: UBS's multi-billion dollar acquisition of Enron Corp.'s trading business, and American Airlines' multibillion-dollar acquisition of TWA. Generally, Chapter 11 permits businesses an opportunity to reorganize and continue functioning while coming up with a reorganization strategy or "plan." The plan requires agreement by various creditor constituencies, under specifically prescribed thresholds, before it can be approved by a bankruptcy court. Even if Chrysler were unable to garner sufficient support from its creditors for a proposed plan, it may be possible for Chrysler to get its plan approved over the objection of creditors. In either scenario, the DIP lending agreement in place would, at a minimum, be designed to allow Chrysler to consummate its alliance with Fiat and provide bridge funding until such time as Chrysler can obtain bankruptcy court approval of its plan of reorganization. If, however, no viable restructuring plan or alternative partner emerges before April 30th and Chrysler is unable to reach a deal with lenders who are collectively owed approximately $6.9 billion, Chrysler is likely to face liquidation either through a Chapter 7 filing, or a liquidating Chapter 11 case. If Chrysler files for Chapter 7 liquidation, it will be forced to sell any non-exempt assets to pay its creditors. A Chapter 7 trustee would be appointed by the court, and the trustee would ensure that any proceeds from the sale of secured assets are paid to secured creditors. To the extent any assets and/or residual cash remains after secured creditors are paid, those assets and cash will be pooled together to pay off any unsecured creditors, including trade creditors and equity holders -- i.e., Cerberus Capital Management, a private equity fund that owns an 80% stake in Chrysler as a result of Cerberus's 2007 takeover of Chrysler from Daimler-Benz. Alternatively, Chrysler may file a Chapter 11 liquidation case if it can demonstrate that the sale of its assets will result in a higher recovery for creditors than a Chapter 7 liquidation. Should Chrysler file a liquidating plan as part of its Chapter 11 case, such plan would likely allow Chrysler to liquidate its business under more economically advantageous circumstances than a Chapter 7 liquidation. It might also permit creditors to take a more active role in fashioning the liquidation of the assets and the distribution of the proceeds than a Chapter 7 case. Regardless of the form of any Chrysler bankruptcy liquidation, there will be significant opportunities for investors to bid on Chrysler assets and brands in bankruptcy sales. If Chrysler is able to forge a deal with Fiat, Fiat will buy only the assets and operations its wants -- reportedly, the JEEP brand -- potentially leaving less desirable assets, including unwanted brands, affiliates, factories, plants, and health care obligations, in the "old Chrysler," which would be liquidated over months or years. If these plans take hold, old Chrysler will be under significant pressure to sell assets promptly pursuant to a series of "Section 363" bankruptcy sales, giving potential investors another opportunity to buy Chrysler assets at significant cost savings and obtain various other potential benefits. Sale Process Section 363 bankruptcy sales could present a golden opportunity for investors, including non-U.S. investors, focused on purchasing hard assets, equity, technology, brands, and other intellectual property, and/or other intangible assets. In a typical Section 363 sale, assets generally are transferred on an "as-is" basis without warranties, but free of liens, adverse interests, and claims. The buyer would purchase only those assets and related contracts it actually wants, and leave behind unwanted assets. For example, assets can be sold free and clear of a lender's security interest and most other creditor claims, although the lender's security interest likely will attach to the seller's proceeds from the sale. In addition, most bankruptcy sales also allow the buyer to cut off claims for "successor liability," which could otherwise arise in sales outside of bankruptcy. Not all liabilities are cut off, however. Certain types of environmental claims, for example, may be brought against transferees of the relevant asset. In a typical Section 363 sale, an interested buyer enters into an asset purchase agreement with the debtor(s). The debtor then files a motion with the bankruptcy court to approve the agreement, subject to higher and better offers that may be received in an auction-like process before a hearing to approve the agreement. The interested buyer is known as a "stalking horse." The stalking horse buyer normally negotiates various deal protections for itself, including a break-up fee designed to compensate the buyer if it is outbid. In addition, a stalking horse buyer will negotiate auction procedures specifying how competing bids will be made, including limitations on due diligence for competing bids. For these reasons, there can be distinct advantages to being a stalking horse bidder. Many Section 363 sales are accomplished within an average of 30-45 days, although some sales may take up to 90 days. In either situation, the winning bidder often is the buyer with the best ability to quickly evaluate the desired assets and react quickly to competing bids from other parties, usually on the same day. Indeed, the key to reaping the benefits of a Section 363 sale involves knowing how to identify strategically sound opportunities and using the bankruptcy process as a powerful tool to help manage the sale process. Advance preparation is critical. With the appropriate protections and procedures in place, investors will be able to obtain desirable assets in a Chrysler bankruptcy in a cost-efficient and relatively quick manner. 3. Pension Plan Issues Similar to GM, Chrysler reportedly faces a significant shortfall on its pension plan. Stakeholders are gearing up for what could be a significant battle in bankruptcy court. On April 16, 2009, reports indicated that the Pension Benefit Guaranty Corporation (the "PBGC"), aquasi-governmental corporation created by Congress in 1974 to protect pension programs of bankrupt companies, had retained a law firm to advise it on Chrysler's unfunded pension liability. As of November 30, 2008, Chrysler had a reported $9.3 billion unfunded pension plan liability, as calculated by the PBGC on a termination basis. If Chrysler were to terminate its pension plans, the PBGC would cover approximately $2.2 billion of the shortfall, leaving $7.3 billion in lost benefits. GM's pension plan alone, if terminated, could potentially sink the PBGC. A Chrysler pension plan termination could likely have the same effect, meaning that bailout of the PBGC might be required before either a Chrysler or a GM case could be resolved. So far, it appears that Chrysler has reached a preliminary agreement with the UAW in the U.S. Based on published reports, that the deal would give the UAW Chrysler equity in exchange for part of the $10.1 billion Chrysler is required to pay into a union-run trust designed to take over retiree health care costs in 2010. Depending on the terms of the deal, the UAW could become reorganized Chrysler's biggest shareholder. According to recent reports, it also appears that the CAW reached a preliminary cost-cutting deal with Chrysler, which is expected to save Chrysler about $198 million annually. Besides a reduction in health-care benefits (among other features), the CAW agreement is reported to involve the creation of a trust fund that will recover retiree health care costs. Even if the UAW and CAW workers ultimately ratify these agreements, there is still a possibility that Chrysler will file for bankruptcy, especially if Chrysler's secured lenders believe they will obtain greater in recovery in a bankruptcy case than they would if they voluntarily waived a portion of their $6.9 billion claim outside bankruptcy. Should a bankruptcy filing occur, Chrysler, like GM, may look to prior bankruptcy precedent, such as the landmark LTV Corporation steel company bankruptcy, for specific guidance on the treatment of pension plans in and after bankruptcy. If so, there is a possibility that after any bankruptcy filing, Chrysler/Fiat will take back responsibility for its pension plans, negotiate new terms with the UAW and the CAW, and agree to make up a large portion of lost benefits.[6] For creditors-at-large, this means that if Chrysler decides to unwind its pension plan, the significant costs associated with such termination might not be dischargeable in a Chrysler bankruptcy, and Chrysler might require additional funding from the U.S. Government and/or any DIP lenders to cover these costs. 4. Vendor Issues Critical Vendor Status Chrysler trade creditors and vendors are likely to wonder whether a Chrysler filing will result in a significant delay in payment on a prepetition invoice. Under the critical vendor doctrine, however, during the first days of its bankruptcy case, Chrysler may request that the bankruptcy court authorize it to make immediate payment of certain vendors' prepetition claims (both domestic and foreign), in exchange for a commitment by vendors to continue to sell to Chrysler on a post-petition basis under the same or better terms. A request to make payments to critical vendors will be carefully scrutinized. Approval of such a request would have the effect of elevating the priority of an otherwise non-priority prepetition claim, ensuring payment in full. A request to pay the prepetition claims of critical vendors will be subject to the approval of the bankruptcy court upon notice to creditors, including the DIP lender(s), the unsecured creditors' committee, and other parties in interest. In making its determination, the court will analyze, among other things, whether: (i) the vendor's contract was terminated before the bankruptcy filing or whether the automatic stay of the bankruptcy filing requires the vendor to continue its supply to the debtor despite nonpayment of the prepetition invoice; (ii) the vendor is holding critical finished goods or supplies on which the vendor can assert a lien to satisfy its prepetition invoice; and (iii) the vendor is in a foreign jurisdiction and if it is not paid may not be able to be compelled to continue to supply. Reclamation In addition to the possible critical vendor protections, Chrysler suppliers may also be able to take advantage of Bankruptcy Code provisions enacted in 2005 that give priority to reclamation claims. These claims arise under state law and are governed by Section 546(c) of the Bankruptcy Code. Reclamation generally refers to a trade creditor's right to reclaim goods shipped on credit to an insolvent customer shortly before the customer files for bankruptcy. For example, where a debtor receives goods while insolvent within 45 days before the petition date, a seller has 45 days after receipt of the goods to demand reclamation. If this period expires before the commencement of a debtor's case, a seller has 20 days after the petition date to assert the reclamation claim. If a seller of goods fails to provide notice of the reclamation claim, the seller may assert an administrative expense claim -- i.e., a claim that is paid in full after bankruptcy court approval -- for the value of any goods received by the debtor within 20 days before the petition date. Accordingly, reclamation treatment may result in a creditor obtaining a more favorable recovery on its prepetition unsecured claim than the creditor would have received as a general unsecured creditor. At a minimum, in preparation for a Chrysler bankruptcy filing, trade creditors should be able to identify their Chrysler counterparties, including any guarantors, under their respective agreements. In order to reap any reclamation claim benefits, trade creditors will need to act quickly, understand any specific Chrysler reclamation procedures that Chrysler may seek to have the court approve in its bankruptcy case (such as requiring the filing of a reclamation proof of claim), and keep accurate records detailing the shipment to and receipt of any goods by Chrysler. Treatment of Executory Contracts Under the Bankruptcy Code, Chrysler will be obligated to preserve and maximize the value of its estate by rejecting burdensome executory contracts and assuming (and in some cases also assigning) beneficial ones. Essentially, executory contracts are contracts on which performance remains due, to some extent, by Chrysler and the counterparty to the contract. Examples include employment contracts, maintenance agreements, service contracts, supply contracts, typical lease agreements, and franchise agreements. [7] Assumption of an executory contract (or unexpired lease) occurs when a debtor elects to remain obligated under the terms and provisions of the agreement and, in exchange, is entitled to enjoy the benefits of the agreement. Assumption of a contract elevates a creditor's current and future damage claims to administrative expense priority status (meaning they get paid in full). Except in certain situations dealing with personal service contracts and intellectual property licenses, if an executory contract or unexpired lease is assumed, it may also be assigned to a third party, provided that the prepetition payment defaults are cured and adequate assurance of the purchaser's future performance is given. Rejection of an executory contract occurs when the debtor elects to terminate the agreement and thereby forfeit the benefits of the agreement. Apart from certain kinds of executory contracts that the Bankruptcy Code requires to be assumed or rejected within a specific time period (such as a lease for nonresidential real property), most debtors do not assume or reject an executory contract until either a plan of reorganization is confirmed or the executory contract is sold pursuant to a Section 363 sale. Rejection of Supply Contracts Many Chrysler vendors across the U.S. and the world are also in a precarious financial situation. A Chrysler filing and a rejection of their supply contracts could potentially put these vendors into bankruptcy. [8] Although Chrysler could decide to renegotiate or reject certain supply contracts in order to lower its own cost-of- goods, given the financial stress that the supply chain is already experiencing, Chrysler will have to make sure that its decision to reject supply contracts does not have the "domino" effect of driving suppliers out of business and thereby jeopardizing production. If Chrysler decides to reject a supply contract, it has the practical effect of terminating the contract, giving rise to a prepetition rejection damages claim. Chrysler must reject the contract in its entirety, and unless the contract or lease is subject to a special rule (e.g., involving a non-residential real estate lease), Chrysler may assume or reject a supply contract at any time before confirmation of its plan. Auto Supplier Support Programs. As a means of reassuring Chrysler suppliers, Treasury released a statement on April 8, 2009, regarding the launch by Chrysler and GM of their respective Auto Supplier Support Programs (the "ASSP"). Although the specific details of these programs are presently unknown, it appears the ASSP apply to any receivable created with respect to goods shipped after March 19, 2009, made on qualifying commercial terms. Backed by Treasury, the ASSP are designed to help stabilize the auto supply base and restore credit flows in the automotive sector. According to Treasury, the ASSP will provide supply companies with access to liquidity and protect American jobs while giving Chrysler and GM reliable access to the parts they need. Please contact us if you would like notice of any developments on the ASSP. 5. Impact of a Chrysler LLC Bankruptcy Filing on Chrysler Affiliates A bankruptcy filing by Chrysler will not necessarily include a filing of all of Chrysler's domestic or foreign subsidiaries or other affiliates. Non-debtor affiliates will be empowered to continue doing business in the ordinary course. Even creditors of entities not seeking bankruptcy protection should evaluate their contracts and pay attention to the requests for relief made in a Chrysler bankruptcy case. Chrysler may seek court approval to sell its stock in and/or the assets of its domestic and foreign affiliates. In addition, a DIP financing request may be conditioned on a pledge of assets and/or a guaranty of a Chrysler affiliate that is not a debtor in the bankruptcy case. Footnotes [1] See http://tinyurl.com/czm5kh [2] See id. [3] See id. [4] An open question remains regarding the relative priority of the Chrysler bailout funds totaling $4 billion to date. [5] See http://tinyurl.com/c5zxj5 [6] LTV eventually sought bankruptcy protection again and liquidated in 2002, at which point the PBGC assumed the company's pension liabilities. [7] Although collective bargaining agreements are no longer considered executory contracts, Sections 1113(b) and (c) of the Bankruptcy Code set forth the statutory requirements for judicial approval or rejection of a collective bargaining agreement. [8] In addition to supply contracts, Chrysler would have the ability to renegotiate or reject burdensome dealership and franchise agreements, thereby streamlining its dealership network. To the extent Chrysler intends to sell off some of its brands in a Section 363 sale, dealers whose agreements are rejected would have unsecured claims that would likely be dealt with as part of any Chrysler prepackaged plan. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan, and Australia. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Late in 2008, Daimler attempted to sell its remaining stake to Cerberus, but talks have been stalled. A report by The Wall Street Journal in March 2009 said Cerberus is set to shed its stake in Chrysler as part of the conditions surrounding the company's bailout arrangement with the U.S. government. An anonymous source within the Obama administration told WSJ Cerberus' equity stake no longer holds value. The source told WSJ Cerberus will still hold on to a controlling stake in Chrysler Financial, but its stake in the automaker itself will likely be eviscerated. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The Government has told Chrysler it would provide up to $6 billion in financing if Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received. Fiat originally agreed to take 35% of Chrysler, but it was subsequently reduced to 20%. GM faces a June 1 deadline to complete restructuring plans that satisfy the government's auto task force. So far, GM has received $13.4 billion in federal loans. The Office of the Special Inspector General for the Troubled Asset Relief Program has said GM may receive up to $5 billion and Chrysler up to $500 million in additional working capital. The additional loans are part of the modification to the existing loan program. GM and Chrysler admitted in their viability plans submitted in February that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CHRYSLER LLC: PBGC, Daimler Agree on $600MM Infusion on Pensions ---------------------------------------------------------------- The Pension Benefit Guaranty Corporation unveiled a term sheet agreement with Daimler AG on additional protections for the pension plans of Daimler's former Chrysler North America division. Under the agreement, also signed by Chrysler and its controlling owner, Cerberus, Daimler will contribute $200 million dollars into the pension plans immediately upon final execution of the agreement. Daimler also will pay $200 million into the plans in 2010 and again in 2011. In addition, if the Chrysler pensions terminate before August 2012 and are trusteed by the PBGC, Daimler will pay $200 million to the PBGC insurance program. The agreement replaces the $1 billion termination guarantee negotiated by the PBGC at the time of Daimler's sale of Chrysler in 2007. The agreement closes out Daimler's 19.9% share of Chrysler, and waives repayment of Daimler's outstanding loans to Chrysler. The PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- manufactures Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan, and Australia. In 2007, Cerberus Capital Management LP acquired an 80.1% stake in Chrysler for $7.2 billion. Daimler AG kept a 19.9% stake. Late in 2008, Daimler attempted to sell its remaining stake to Cerberus, but talks have been stalled. A report by The Wall Street Journal in March 2009 said Cerberus is set to shed its stake in Chrysler as part of the conditions surrounding the company's bailout arrangement with the U.S. government. An anonymous source within the Obama administration told WSJ Cerberus' equity stake no longer holds value. The source told WSJ Cerberus will still hold on to a controlling stake in Chrysler Financial, but its stake in the automaker itself will likely be eviscerated. Pursuant to the U.S. Government's Automotive Industry Financing Program, the U.S. Department of the Treasury made emergency loans to General Motors Corp., Chrysler Holding LLC, and Chrysler Financial Services Americas LLC. The Treasury purchased senior preferred stock from GMAC LLC. In exchange, Chrysler and GM submitted restructuring plans to the Treasury on February 17, 2009. Upon submission, President Obama's Designee on the Auto Industry determined that the restructuring plans did not meet the threshold for long-term viability. However, on March 30, 2009, both GM and Chrysler were granted extensions to complete the restructuring plans to comply with the requirements set forth under the Automotive Industry Financing Program. The Government has told Chrysler it would provide up to $6 billion in financing if Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received. Fiat originally agreed to take 35% of Chrysler, but it was subsequently reduced to 20%. GM faces a June 1 deadline to complete restructuring plans that satisfy the government's auto task force. So far, GM has received $13.4 billion in federal loans. The Office of the Special Inspector General for the Troubled Asset Relief Program has said GM may receive up to $5 billion and Chrysler up to $500 million in additional working capital. The additional loans are part of the modification to the existing loan program. GM and Chrysler admitted in their viability plans submitted in February that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 * * * As reported by the Troubled Company Reporter on April 14, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on Chrysler's senior secured first-lien term loan due 2013 to 'CC' (the same as the 'CC' corporate credit rating on Chrysler) from 'CCC'. The recovery rating was revised to '4' from '1', indicating S&P's view that lenders can expect average (30% to 50%) recovery in the event of a payment default. The corporate credit rating is unchanged, at 'CC', which reflects S&P's view of the likelihood of default -- from either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. CIRCUS & ELDORADO: Poor Operations Cue Moody's Junk Rating ---------------------------------------------------------- Moody's Investors Service downgraded Circus and Eldorado Joint Venture's Corporate Family Rating, Probability of Default Rating, and senior secured mortgage note rating each to Caa2 from B3. The company's SGL-3 Speculative Grade Liquidity rating was affirmed. The rating outlook is negative. The two notch downgrade reflects a continued deterioration in Circus and Eldorado's operating performance in addition to Moody's concern that its capital structure is becoming increasingly unsustainable given the current level of performance. With gaming demand trends in Reno expected to deteriorate at least through 2009, and limited growth prospects going forward, the company will be challenged to sustain its current capital structure over the medium term. The downgrade also incorporates the higher probability of default resulting from Circus and Eldorado's ability to repurchase additional mortgage notes. Although the company's mortgage notes do not mature until March 2012, weaker operating performance and limited growth prospects could provide incentive for the company to exchange or make additional open market purchases of this debt at a discount in an effort to avoid a default when the mortgage notes come due. If additional debt repurchases were made, Moody's could deem this a distressed exchange. Circus and Eldorado already used $11.4 million of cash to repurchase $17.2 million principal amount of its $160 million mortgage notes in February 2009. The company's bank loan agreement permits prepayments of the mortgage notes in an amount up to $20 million. In addition to the continuation of weak gaming demand trends and limited growth prospects, the negative outlook incorporates the possibility that Circus and Eldorado will repurchase additional mortgage notes and that Moody's could deem a distressed exchange. The affirmation of Circus and Eldorado's SGL-3 Speculative Grade Liquidity rating anticipates that the company will maintain adequate liquidity during the next 12-15 month period. Despite longer-term refinancing concerns, Moody's expect that the company's internal cash sources -- operating cash flow plus the current cash balance -- will be sufficient to cover all debt service, working capital, and capital expenditures needs through fiscal 2010. Ratings downgraded and LGD assessments adjusted: -- Corporate Family Rating to Caa2 from B3 -- Probability of Default Rating to Caa2 from B3 -- $143 million senior secured mortgage notes due 2012 to Caa2 (LGD 4, 50%) from B3 (LGD 3, 48%) Ratings affirmed: Speculative Grade Liquidity rating at SGL-3 Moody's previous rating action for Circus and Eldorado occurred on December 3, 2008. At that time, the company's Corporate Family Rating, Probability of Default Rating, and senior secured mortgage note rating were each lowered to B3 from B2. A negative outlook was also assigned. Circus & Eldorado Joint Venture, a 50/50 joint venture between MGM Mirage and Eldorado Resorts LLC, owns and operates the Silver Legacy Resort Casino in Reno, Nevada. The company generates approximately $140 million of net revenues annually. CIT GROUP: DBRS Cuts Preferred Share Rating to "BB" --------------------------------------------------- Dominion Bond Rating Service downgraded the ratings of CIT Group Inc. and its related subsidiaries; including its Issuer and Long- Term Debt ratings to BBB (high) from A (low). Concurrently, the preferred share rating was downgraded to B (high) from BB (high). The Company's Commercial Paper ratings remain at R-2 (high). In addition, all ratings of CIT were placed Under Review with Negative Implications. The rating action follows CIT's earnings release for the first quarter of 2009 and reflects DBRS' opinion that the Company's financial profile will continue to be pressured by reduced market liquidity, higher funding costs, and elevated credit costs. Moreover, the rating action reflects DBRS's perspective that the Company's earnings generation ability has been reduced. Meanwhile, the Company will likely need to curtail origination volumes to reflect its current funding profile, the reduced investor appetite in the loan syndication market, and the overall stressed market conditions; thereby DBRS expects that revenues will be constrained. DBRS is concerned that the expectation of lower revenues comes at a time when solid revenues are required to absorb the elevated credit costs associated with this difficult credit cycle. CIT's earnings release reported that the Company incurred a loss of $438.1 million from continuing operations for the first quarter of 2009. This result reflects the impact of the continuing deterioration in the U.S. economy since year end, which drove credit costs higher. Provisioning for credit losses were $535.4 million for the quarter, an increase of 21.7% from a quarter ago. Moreover, CIT's reliance on more expensive secured funding continues to pressure interest margins, which is illustrated by a loss of $17.5 million in net interest revenue. Despite the decline in rates, CIT's cost of funding has not fallen as much as the yield on its loans. Leasing revenues however, held up at $475.2 million for the quarter. Additionally, CIT's quarterly results include a one-time gain of $139 million on the repurchase of the Company's unsecured debt at a discount. Net charge-offs as a percentage of average finance receivables increased significantly to 2.41%, from 1.32% at year end 2008, reflecting the impact of the deepening U.S. recession on small and middle market companies. The increase in NCO's was driven by higher loss severity and defaults concentrated in the Corporate Finance portfolio. The Company continued to build reserves, now at $1.3 billion up from $1.1 billion at December 31, 2008. Reserves as a percentage of finance receivables increased to 2.59% at March 31, 2008, from 2.06% at year end. DBRS considers the increase in loan loss reserves as prudent given the outlook for a prolonged recession in the U.S., which is pressuring the ability of CIT's core market of middle market companies to service their debt. DBRS considers CIT's liquidity and funding profile as constrained. While DBRS recognizes the liquidity benefits CIT has received from the approval of its initial 23A waiver request and the possible benefits to the Company of any potential approval to participate in the FDIC's -- Temporary Liquidity Guarantee Program (TLGP), DBRS believes that other funding options will continue to be limited, more costly, and more often, secured in nature. CIT transferred $5.7 billion of government-guaranteed student loans and $3.5 billion of related debt to CIT Bank as part of its initial 23A waiver, creating approximately $1.5 billion of liquidity at the bank holding company. DBRS views the ability to transfer assets to CIT Bank as a positive for the Company's overall liquidity position as it allows the Company to fund assets with lower cost deposits at CIT Bank. Deposits at CIT Bank totalled $3.0 billion at quarter end up from $2.6 billion at December 31, 2008. DBRS considers CIT's remaining 2009 redemption schedule, which includes long-term debt maturities of $4.7 billion, as manageable. DBRS views CIT's capital base as acceptable. The Company's first quarter estimated consolidated Tier 1 and total capital ratios were 9.3% and 13.0%, respectively, essentially flat from year end 2008. CIT's tangible common equity-to-tangible assets ratio declined to 5.2% from 5.6% at December 31, 2008, driven by the net loss for the quarter. DBRS's review will include an assessment of CIT's progress in managing its funding needs. DBRS will monitor CIT's progress in obtaining additional sources of funding; including TLGP, its progress in attracting new deposits, and will monitor any other alternative actions the Company may take to bolster its liquidity profile. DBRS's review will also focus on CIT's ability to protect its strong business franchise. DBRS recognizes the steps management has taken to secure funding and protect its franchise over the past year. Yet, the ongoing disruption in the capital markets, the overall reduced market liquidity and the negative economic backdrop is weighting heavily on CIT's strong franchise, which is a key factor underpinning the rating. While DBRS has a level of tolerance for reduced earnings and elevated credit costs given the current phase of the economic cycle, elevated losses from continuing operations indicating that the Company's earnings generation ability and franchise have been permanently weakened could lead to further negative ratings pressure. Alternatively, ratings stabilization may be achieved with evidence that CIT's liquidity and funding profile have been solidified. Moreover, DBRS would view positively any indication from CIT's near-term financial performance that demonstrates that the Company's earnings generation ability and franchise remains sound. Additionally, DBRS has corrected the Commercial Paper ratings of CIT Canada Funding ULC. The correction to this rating corresponds with the downgrade of CIT's Commercial Paper rating to R-2 (high) from R-1 (low) on October 7, 2008. CITIGROUP INC: DBRS Ratings Unchanged After Q1 Earnings ------------------------------------------------------- Dominion Bond Rating Service commented that its ratings for Citigroup Inc., including its Issuer & Senior Debt Rating of "A" and its R-1 (middle) short-term rating, remain unchanged following the Company's release of Q1 2009 earnings. Citigroup reported net income of $1.6 billion. Income available to common shareholders was a loss of $966 million, after preferred dividends of $1.2 billion, a $1.3 billion charge to reset the conversion price on its privately issued preferred stock, and a $53 million amortization charge related to TARP warrants. Citigroup's ratings reflect its status as a Critically Important Banking organization (CIB) in the United States. CIBs benefit from DBRS's floor rating of "A" for bank holding companies and A (high) for banks with short-term ratings of R-1 (middle). Given the nature of the floor, these ratings have Stable trends. In Q1 2009, Citigroup's revenue and income before provisions and taxes (IBPT) rebounded to levels not achieved since the middle of 2007, which DBRS views as indicative of the strength of the Company's diverse franchise. Given the still weakening economy, sustaining this higher level of IBPT is critical, in DBRS's opinion, if Citigroup is going to be able to absorb the elevated level of credit costs and the burden of its remaining legacy assets. IBPT was $12.7 billion versus a negative $9.7 billion (excluding the goodwill impairment) in Q4 2008. Driving this IBPT improvement were revenues of $24.8 billion, up significantly from $5.6 billion in Q4 2008, and a reduction in operating expenses. Generating net interest income of $12.9 billion, Citigroup with its diverse loan portfolios benefited from low rates and reduced wholesale funding costs. Net interest margin (NIM) expanded 8 bps to 3.30%, the highest since Q4 2004. Higher IBPT enabled the Company to absorb rising net charge offs (NCOs) of $7.3 billion and a $2.1 billion addition to loan loss reserves (LLRs). The key turnaround was in the Securities & Banking (S&B) division, where revenues surged to $7.2 billion versus negative revenues of $10.6 billion in the prior quarter. Net income was $2.0 billion compared to a loss of $10.4 billion in Q4 2008. As with other capital markets participants, S&B's results reflected a more favorable trading environment, especially for many areas of fixed income, as well as a strong quarter for debt underwriting. Legacy assets took a toll again in Q1 2009, with S&B revenues reduced by revenue marks of $4.4 billion, largely driven by subprime and monoline exposures. The Company also absorbed write- downs in private equity and equity investments of $1.2 billion. At March 31, its remaining exposure to legacy assets (including private equity and equity investments), declined 9% from year end to $101.5 billion, of which only $29.2 billion is subject to mark- to-market accounting. On the positive side of market deterioration in Q1 were a $2.7 billion credit valuation adjustment gain resulting primarily from the widening of Citigroup's credit default swap spreads relative to counterparties and a modest $180 million gain on its own debt carried at fair value. S&B also gained $541 million of accretion of non-credit related marks on assets of approximately $29 billion, transferred to held-to-maturity in Q4 2008. Indicative of the challenges facing Citigroup, the cost of credit in the consumer-related businesses continued to increase with consumer loan NCOs, including Global Cards and Consumer Banking, of $5.7 billion on a held basis versus $5.2 billion in Q4 2008. While 90+ day delinquencies still trended upward across consumer loan categories, management noted 30-day delinquencies showed signs of leveling off. With a $2.1 billion LLR build, the overall ratio of LLR to loans rose 55 bps to 4.82%. The ratio of LLR to nonperforming loans (NPLs) fell moderately to 121% from 133% at Q4 2008. Despite an 18% revenue increase, lower expenses and no large goodwill charge, Consumer Banking still reported a first quarter loss of $1.2 billion, but an improvement from its $10.4 billion loss in Q4 2008. Global Cards also struggled with increasing credit costs rising unemployment, though the reserve build was down from Q4 2008. Excluding an after-tax gain of $704 million from the sale of Redecard shares, Global Cards had a net loss of $287 million in Q1 2009, still ahead of its net loss of $610 million in Q4 2008. Citigroup's Q1 2009 earnings benefited from a record $843 million of income from Global Transaction Services (GTS), which remains a consistent source of positive earnings. There was also a significant rebound in Global Wealth Management (GWM) earnings to $261 million, although the pace of revenues was down with lower markets and less activity. In addition to sustaining solid revenues, expense control will be a key factor helping Citigroup cope with elevated credit costs. DBRS views positively that Citigroup delivered planned expense reductions in Q1 2009. Operating expenses were $12.1 billion, putting Citigroup on track to deliver its target for full year 2009 which is in the $50 - $52 billion dollar range versus $61.2 billion in 2008, excluding $9.6 billion of goodwill impairments. Citigroup's capitalization presents a challenge that the Company is seeking to remedy. Its estimated Tier 1 capital ratio of 11.8% provides a substantial cushion above the regulatory minimum to be considered well-capitalized, but its tangible common equity (TCE) of $29.7 billion provides more limited loss absorption capacity, given rising credit costs and a still weakening economy. A 6% reduction in tangible assets bolstered the TCE/tangible assets ratio 10 bps, but it remained a weak 1.67% at the end of Q1 2009. DBRS notes that management has indicated it will wait until after the Government's stress test is completed before launching the proposed preferred stock exchange offer that will significantly strengthen its TCE levels. CLAIRE'S STORES: Bank Debt Trades at Substantial Discount --------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores is a borrower traded in the secondary market at 45.64 cents-on-the- dollar during the week ended April 24, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.93 percentage points from the previous week, the Journal relates. The loan matures on May 29, 2014. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and S&P's B rating. Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a specialty retailer of value-priced jewelry and accessories for girls and young women through its two store concepts: Claire's(R) and Icing(R). Icing operates only in North America; Claire's operates worldwide. As of January 31, 2009, Claire's Stores, Inc. operated 2,969 stores in North America and Europe. Claire's Stores, Inc. also operates through its subsidiary, Claire's Nippon, Co., Ltd., 214 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 196 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. * * * As reported by the Troubled Company Reporter on September 29, 2008, Moody's Investors Service confirmed Claire's Stores, Inc., long term ratings, including its probability of default rating, at Caa1. In addition, Moody's affirmed Claire's speculative grade liquidity rating at SGL-4. The rating outlook is negative. The confirmation reflects Moody's view that the Caa1 appropriately reflects higher-than-average probability of default over the near to medium term, given what Moody's views as an overleveraged and unsustainable capital structure. It also reflects the view that the company will be able to fund its free cash flow deficits with excess cash over the next twelve months, providing it some time in order to improve operating performance. CLICO BAHAMAS: Voluntary Chapter 15 Case Summary ------------------------------------------------ Chapter 15 Petitioner: Craig A. Gomez Fowler White Burnett, P.A. Espirito Santo Plaza 1395 Brickell Avenue, 14th Floor Miami, Florida 33131-3302 Tel: (305) 789-9200 Fax: (305) 789-9201 http://www.fowler-white.com/ Chapter 15 Debtor: CLICO (Bahamas) Limited, Debtor aka British Fidelity Insurance Company, Limited c/o Sidney Cambridge, Esq. Attorney for Liquidator 1 Millars Court P.O. Box 7117 Nassau, BS 33131 Chapter 15 Case No.: 09-17829 Type of Business: The Debtor is no longer operating but was primarily involved in life and health insurance, pensions and annuities. Chapter 15 Petition Date: April 28, 2009 Court: Southern District of Florida (Miami) Judge: A. Jay Cristol Chapter 15 Petitioner's Counsel: Ronald G Neiwirth, Esq. rgn@fowler-white.com 1395 Brickell Avenue 14 Fl. Miami, FL 33131 Tel: (305) 789-9200 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million CMP SUSQUEHANNA: Bank Debt Trades at Substantial Discount --------------------------------------------------------- Participations in a syndicated loan under which CMP Susquehanna Corp. is a borrower traded in the secondary market at 40.58 cents- on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.73 percentage points from the previous week, the Journal relates. The loan matures on May 6, 2013. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa1 rating and S&P's CCC+ rating. CMP Susquehanna Radio Holdings Corp. is the third-largest privately owned radio broadcasting company in the United States and is believed to be the 10th largest radio broadcasting company overall in the United States based on 2008 revenues. The Company owns 32 radio stations, of which it operates 23 FM and 9 AM revenue generating stations in 9 metropolitan market in the United States. The Company's headquarters are in Atlanta, Georgia. * * * The Troubled Company Reporter said April 20, 2009, that Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Georgia-based CMP Susquehanna Radio Holdings Corp. to 'CCC+' from 'SD'. The rating outlook is stable. Also, S&P raised its issue-level rating on the company's subordinated debt to 'CCC- ' from 'D'. In addition, S&P affirmed its 'CCC+' rating on the company's secured credit facilities and removed them from CreditWatch, where they were placed with negative implications Jan. 30, 2009. COASTAL VENDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Coastal Vending and Food Services, Inc. 2801 Three Lakes Road N. Charleston, SC 29418 Bankruptcy Case No.: 09-03165 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Robert Frank Anderson, Esq. P.O. Box 76 Columbia, SC 29202-0076 Tel: (803) 252-8600 Fax: (803) 256-0950 Email: firm@andersonlawfirm.net Total Assets: $502,838.97 Total Debts: $1,405,771.44 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors and schedules of assets and liabilities, is available for free at: http://bankrupt.com/misc/cab09-03165.pdf The petition was signed by Donna D. Trego, chief executive officer of the Company. COMMERCIAL CAPITAL: Wants Laufer & Padjen as Bankruptcy Counsel --------------------------------------------------------------- Commercial Capital, Inc., asks the U.S. Bankruptcy Court for the District of Colorado for permission to employ Laufer and Padjen LLC as its counsel. Laufer and Padjen will: a) prepare all schedules, reports, plans, disclosure statements, pleadings, motions and other documents as may be required in this Chapter 11 case; b) assist Debtor with a sale or refinance of assets; c) assist Debtor in negotiating and obtaining confirmation of a Plan of Reorganization; and d) perform all other legal services for Debtor which may be necessary herein. Joel Laufer, Esq., a member of Laufer and Padjen, tells the Court that his hourly rate is $350 and the hourly rates of other professionals working on the Chapter 11 case are: Robert Padjen, Esq. $275 Paralegal $60 Law Clerk $75 Mr. Laufer adds that the Debtor paid the firm a $50,000 retainer. The retainer was applied against prepetition fees, costs and filing fees incurred by the firm in the amount of $5,129. The retainer balance will be held in the firm's trust account and will be applied against the firm's postpetition fees and expenses after prior Court approval of the fees and expenses. Mr. Laufer assures the Court that Laufer and Padjen is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Laufer can be reached at: Laufer and Padjen LLC 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: (303) 830-3173 Headquartered in Englewood, Colorado, Commercial Capital, Inc. -- http://www.commercialcapitalinc.com/-- is a commercial real estate lender and investment partner, which engage in short- term commercial mortgage. The Company filed for Chapter 11 on April 22, 2009 (Bankr. D. Colo. Case No. 09-17238). The Debtor listed $100 million to $500 million in assets and $50 million to $100 million in debts. CONCORDIA CLARKSBURG: Case Summary & 11 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Concordia Clarksburg, LLC 6707 Democracy Blvd., Suite 910 Bethesda, MD 20817 Bankruptcy Case No.: 09-17416 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: James Greenan, Esq. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 Email: jgreenan@mhlawyers.com Total Assets: $8,741,000.00 Total Debts: $14,343,156.45 A full-text copy of the Debtor's petition, including a list of its 11 largest unsecured creditors and schedules of assets and liabilities, is available for free at: http://bankrupt.com/misc/mdb09-17416.pdf The petition was signed by William J. Collins, manager of the Company. CONSTAR INT'L: Plan Gets Support; Plan Hearing Moved to May 4 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing to consider confirmation of Constar International Inc.'s bankruptcy plan on May 4, 2009. The confirmation hearing was originally slated for April 28. On Monday, Constar said more than 98% of ballots cast and claims value voted in favor of the Debtors' Second Amended Joint Plan of Reorganization. The Company said it is currently completing a routine reforecast of full-year results. To allow for sufficient time for the Company to complete the reforecast and for the Official Creditors' Committee and the Supporting Noteholders to review the reforecast and the other conditions to confirmation, the Company rescheduled the confirmation hearing. As reported in the Troubled Company Reporter on February 4, 2009, the Hon. Peter J. Walsh approved the second amended disclosure statement explaining the Debtors' second amended Chapter 11 plan of reorganization dated Feb. 3, 2009. Pursuant to the Plan terms, general unsecured claims will be paid in full in cash on the later of (i) the plan's effective date, or (ii) when said unsecured claim would be paid in the ordinary course of the Reorganized Debtors' business. Equity interest claims will be canceled and extinguished. A full-text copy of the Debtors' Second Amended Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?3917 A full-text copy of the Debtors' Second Amended Chapter 11 Plan of Reorganization is available for free at http://ResearchArchives.com/t/s?3918 Headquartered in Philadelphia, Pennsylvania, Constar International Inc. (NASDAQ: CNST) -- http://www.constar.net/-- produces polyethylene terephthalate plastic containers for food, soft drinks and water. The Company provides full-service packaging services. The Company and five of its affiliates filed for Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case No. 08-13432). Bayard, P.A. represents the Debtors as counsel. Wilmer Cutler Pickering Hale and Dorr LLP represents the Debtors as co-counsel. Goodwin Procter LLP, and Young, Conaway, Stargatt & Taylor, LLP, are the Official Committee of Unsecured Creditors' proposed counsel. DANA CORP: Bank Debt Halts Slide in Secondary Market Trading ------------------------------------------------------------ Participations in a syndicated loan under which Dana Corp. is a borrower traded in the secondary market at 29.75 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 4.75 percentage points from the previous week, the Journal relates. The loan matures on January 31, 2015. The Company pays 375 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and S&P's B+ rating. Dana Corp. bank debt traded in the secondary market at 28.71 cents-on-the-dollar during the week ended March 6, 2009, a drop at that time of 1.71 percentage points from the previous week. On the other hand, participations in a syndicated loan under which TRW Automotive is a borrower traded in the secondary market at 63.00 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 3.75 percentage points from the previous week, the Journal relates. The loan matures on February 9, 2014. The Company pays 150 basis points to borrow under the facility. The bank debt carries Moody's B1 rating and S&P's BB rating. Trading in TRW Automotive slumped to as low as 57.20 cents-on-the- dollar during the week ended February 27, 2009, a drop at that time of 7.13 percentage points from the previous week. The bank debt of automakers had tougher luck in secondary market trading. Participations in a syndicated loan under which Ford Motor Company is a borrower traded in the secondary market at 55.75 cents-on- the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.58 percentage points from the previous week, the Journal relates. The loan matures on December 15, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and S&P's CCC+ rating. Meanwhile, participations in a syndicated loan under which General Motors Corporation is a borrower traded in the secondary market at 55.28 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.55 percentage points from the previous week, the Journal relates. The loan matures on November 27, 2013. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and S&P's CCC rating. About Dana Corp. Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/ -- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. Dana has facilities in China in the Asia-Pacific, Argentina in the Latin-American regions and Italy in Europe. The Company and its affiliates filed for chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets and $7,665,000,000 in total debts resulting in a shareholders' deficit of $534,000,000. Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represented the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, served as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners served as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represented the Official Committee of Unsecured Creditors. Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC served as counsel to the Official Committee of Non-Union Retirees. The Debtors filed their Joint Plan of Reorganization on Aug. 31, 2007. On Oct. 23, 2007, the Court approved the adequacy of the Disclosure Statement explaining their Plan. Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern District of New York entered an order confirming the Third Amended Joint Plan of Reorganization of the Debtors on Dec. 26, 2007. The Debtors' Third Amended Joint Plan of Reorganization was deemed effective as of Jan. 31, 2008. Dana Corp., starting on the Plan Effective Date, operated as Dana Holding Corporation. (Dana Corporation Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings Services lowered its ratings on Dana Holding Corp., including the corporate credit rating, which was lowered to 'B' from 'B+'. The ratings were also removed from CreditWatch, where they had been placed with negative implications on Nov. 13, 2008. The outlook is negative. "The downgrade reflects our view that very weak market conditions in most of its business segments in 2009 will hinder the company's post-bankruptcy restructuring efforts," said Standard & Poor's credit analyst Nancy Messer. "We expect revenues to be reduced by weak auto sales and production in North America, weak auto sales in Europe, and the U.S. recession, which has stalled the recovery of commercial truck sales. Lacking an expanding revenue base, S&P believes the benefit from Dana's ongoing initiative to optimize its manufacturing footprint will fall short of S&P's previous near-term expectations," she continued. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. DAYTON SUPERIOR: Court Limits Trading of Equity Securities ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved on April 22, 2009, on an interim basis, notice and hearing procedures with respect to certain transfer of equity interests in Dayton Superior Corporation, to preserve the Debtor's net operating losses. Any purchase, sale or transfer, or other transfer of equity securities in Dayton Corporation in violation of the procedures will be null and void ab initio as an act violating the automatic stay provisions under Sections 362 and 105(a) of the Bankruptcy Code. Any person or entity who currently is or thereafter becomes a Substantial Shareholder must file with the Court, and serve upon the Debtor and the counsel for the Debtor, a notice of that status on or before (a) 30 days after entry of the order, or (B) 10 days after becoming a Substantial Shareholder. Prior to effectuating any transfer of equity securities (including options to acquire stock) that would result in an increase or decrease in the amount of common stock of Dayton Superior beneficially owned by a Substantial Shareholder or would result in a person or entity becoming or ceasing to be a Substantial Shareholder, said Substantial Shareholder must file with the Court, and serve on the Debtor and the counsel for the Debtor, an advance written notice of the intended transfer of equity securities. As defined in the approved procedures, a Substantial Shareholder is any person or entity that beneficially owns in excess of 850,000 shares (representing approximately 4.5% of all issued and outstanding shares) of the common stock of Dayton Superior. Objections, in any, to final approval of the notification and hearing procedures must be in writing and filed with the Court no later than May 13, 2009, at 4:00 p.m. (EDT). If timely written objections are filed, a final hearing will be held on May 20, 2009, at 2:30 p.m. (EDT). In papers filed with the Court on April 19, 2009, the Debtor said that over the past several years, it has incurred consolidated federal NOLs of $162 million. These NOLs are an extremely valuable asset because under the Internal Revenue Code of 1986, as amended, the Debtor can carry forward their NOLs to offset future taxable income for up to 20 taxable years, thereby reducing future tax obligations and freeing up funds to meet working capital requirements and service debts. The Debtor said that unrestricted trading of Dayton Superior equity securities could adversely affect its NOLs if too many shares are added to or sold from said blocks so that, together with previous trading by "5% shareholders" during the preceding three-year period, an ownership change is triggered prior to emergence and outside the context of a confirmed Chapter 11 plan of reorganization. If an ownership change occurs prior to emergence and outside the context of a confirmed Chapter 11 plan of reorganization, the Debtor's NOL utilization would likely be much lower than if said ownership change were to occur after emergence or pursuant to a confirmed Chapter 11 plan of reorganization. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company on December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Keith A. Simon, Esq., Jude M. Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP also represent the Debtor as counsel. Russell C. Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., represent the Debtor as Delaware counsel. The Debtor posted $288,709,000 in total assets and $405,867,000 in total debt as of February 27, 2009. DAYTON SUPERIOR: DIP Facility Requires Plan Filing by October 21 ---------------------------------------------------------------- Dayton Superior Corporation's postpetition financing facility from General Electric Capital Corporation, as letter of credit issuer, swingline lender and lender and as collateral agent and administrative agent, requires the filing of a reorganization plan by October 21, 2009. Dayton Superior entered into a Senior Secured Priming and Superpriority Debtor-in-Possession Revolving Credit Agreement with GECC on April 22, 2009. The United States Bankruptcy Court for the District of Delaware on April 21 granted interim approval of the DIP Credit Agreement. The DIP Credit Agreement provides for initial aggregate borrowings of up to $165 million which amount includes a roll-up of outstanding obligations under the Company's existing Revolving Credit Agreement, dated as of March 3, 2008, also with GECC, as letter of credit issuer, swingline lender and lender and as collateral agent and administrative agent. Actual borrowings by the Company are subject to a block on availability and a borrowing base, a formula based on certain eligible inventory and eligible receivables of the Company and certain of its subsidiaries, less $15 million and certain reserves. The use of proceeds under the DIP Credit Agreement are limited to refinancing the Prior Credit Agreement, working capital and other general corporate purposes consistent with a budget -- including period updates thereto -- that the Company presented to the administrative agent, including payment of costs and expenses related to the administration of the bankruptcy proceedings and payment of other expenses as approved by the Bankruptcy Court. The principal amount outstanding under the DIP Credit Agreement, plus interest accrued and unpaid thereon, will be due and payable in full at maturity, which is the earlier of April 22, 2010, and confirmation of a plan of reorganization in the bankruptcy proceedings, subject to provisions in the DIP Credit Agreement providing for an earlier maturity date under certain circumstances. Borrowings under the DIP Credit Agreement bear interest at variable rates based on the prime rate, LIBOR or the banker's acceptance rate, depending on the type of borrowing, plus 12.00% per annum in the case of any revolving loan or swingline loan that is a LIBOR rate loan and 11.00% per annum in the case of any revolving loan or swingline loan that is a base rate loan. Interest and fees are payable monthly. If the Company defaults on its obligations under the DIP Credit Agreement, the default rate of interest will be the rate otherwise in effect plus 2.00% per annum. In addition to interest, the Company is required to pay an unused commitment fee of 1.00% per annum in respect of the unutilized commitments under the DIP Credit Agreement. An upfront fee of 1.00% of the aggregate amount of commitments under the DIP Credit Agreement was payable to the lender on April 22, 2009. The Company must also pay funding fees, letter of credit fees and certain agency fees. All obligations under the DIP Credit Agreement are secured, subject to certain limited exceptions, by substantially all of the assets of the Company according to the lien priorities set forth in the Interim Order, including a super-priority administrative expense claim in the bankruptcy proceedings with respect to certain of the collateral. The DIP Credit Agreement contains various representations and warranties, as well as covenants from the Company and events of default that are customary for transactions of this nature. The DIP Credit Agreement also contains certain financial covenants relating to minimum levels of EBITDA and compliance with the Budget. In addition, the DIP Credit Agreement includes covenants related to the progress of the bankruptcy proceedings, including actions relating to the filing of a plan of reorganization on or before October 21, 2009. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company on December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Andrew C. Irgens, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Paul Noble Heath, Esq., Richards, Layton & Finger, represent the Debtor in its restructuring effort. Latham & Watkins LLP also represents the Debtor. The Debtor posted $288,709,000 in total assets and $405,867,000 in total debt as of February 27, 2009. DAYTON SUPERIOR: Taps Richards Layton as Bankruptcy Co-Counsel -------------------------------------------------------------- Dayton Superior Corporation asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ Richards, Layton & Finger, P.A., as co-counsel. RL&F will, among other things: a) advise the Debtor of its rights, powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commences against the Debtor, the negotiation of disputes in which the Debtor is involved, and preparation of objections to claims filed against the Debtor's estate; and c) prepare on behalf of the Debtor all necessarily motions, applications, answers, orders, reports and papers in connection with the administration of the Debtor's estate. Lathan & Watkins LLP, the Debtor's proposed co-counsel, and RL&F have discussed a division of responsibilities regarding the Debtor's representation and will make very effort to avoid and minimize duplication of services. The hourly rates of RL&F professionals working in the Chapter 11 case are: John H. Knight $550 Russel C. Silberglied $550 Paul N. Heath $475 Drew Sloan $255 Lee Kaufman $245 Andrew C. Irgens $230 Mr. Knight, a director of RL&F, tells the Court that prior to the petition date, RL&F received a $180,000 retainer for payment of prepetition services and related expenses. The Debtor proposes that the retainer monies paid to RL&F and not expended for prepetition services and disbursements be treated as an evergreen retainer. Mr. Knight assures the Court that RL&F is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Knight can be reached at: Richards, Layton & Finger One Rodney Square P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company on December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Andrew C. Irgens, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Paul Noble Heath, Esq., Richards, Layton & Finger, represent the Debtor in its restructuring effort. Latham & Watkins LLP also represents the Debtor. The Debtor posted $288,709,000 in total assets and $405,867,000 in total debt as of February 27, 2009. EDWARD J. PRUS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Edward J. Prus Susanne B. Prus 171 Beekman Road Hopewell Junction, NY 12533 Bankruptcy Case No.: 09-36044 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Edward J. Prus, D.D.S., P.C. 09-36045 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Debtors' Counsel: Thomas Genova, Esq. Genova & Malin 1136 Route 9 Wappingers Falls, NY 12590-4332 Tel: (845) 298-1600 Fax: (845) 298-1265 Email: genmallaw@optonline.net Total Assets: $1,202,213.92 Total Debts: $1,537,151.48 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors and schedules of assets and liabilities, is available for free at: http://bankrupt.com/misc/nysb09-36044.pdf The petition was signed by the joint debtors. EMMIS COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa2' ---------------------------------------------------------------- Moody's Investors Service downgraded Emmis Communications Corporation's Corporate Family rating to Caa2 from Caa1 and changed its Probability of Default rating to Caa3/LD from Caa2. The "/LD" designation signifies Moody's view that the recently concluded Dutch auction transactions constitute an event of default, which also applies to future repurchases activated according to the provisions of a March 3, 2009 amendment to the credit agreement. Moody's expect to remove the "/LD" designation on the PDR shortly. The company's Caa3 PDR reflects Moody's view that Emmis faces a high probability of further default. Ratings downgraded: Emmis Communications Corporation * Corporate Family rating - to Caa2 from Caa1 * Probability of Default rating - to Caa3/LD from Caa2 Emmis Operating Company * senior secured revolving credit facility due 2012 - downgraded to Caa2, LGD 3, 35% from Caa1, LGD 3, 33% * senior secured tranche B term loan due 2013 - to Ca , LGD 3, 45% from Caa1, LGD 3, 33% Rating affirmed: * Series A cumulative convertible preferred stock - Ca, LGD 6, 97% Emmis Communications' SGL-4 liquidity rating is unaffected by the rating action. The rating outlook remains negative The downgrade of Emmis' senior secured tranche B term loan rating to Ca reflects Moody's view of the loss incurred by debtholders in connection with the recent debt exchange tender offer. Moody's expects that the rating on this debt instrument will be changed to Caa2 shortly. On April 17, 2009, Emmis purchased $34.4 million in face amount of its term loans for $18.9 million, according to the terms of a Dutch auction, representing a discount of approximately 45% to the face amount. On April 23, 2009, Emmis purchased an additional $18.2 million in face amount of its term loans for $10 million. Furthermore, in a separate announcement, Emmis recently disclosed that it had engaged a financial advisor to assist the company explore a possible amendment to the credit facility or a possible restructuring of certain of its liabilities. The most recent rating action occurred on October 28, 2008, when Moody's downgraded Emmis' CFR to Caa1 from B2. Headquartered in Indianapolis, Indiana, Emmis Communications Corporation owns and operates radio stations and magazine publications in the U.S. and in Europe. The company reported revenues of $354 million for the LTM period ended November 30, 2008. EMPIRE RESORTS: Noteholder Group to Exercise Put Option on July 31 ------------------------------------------------------------------ Members of an ad hoc group of holders of Empire Resorts, Inc.'s 8% Convertible Senior Notes due 2014 intend to exercise their right to require Empire to purchase the Senior Notes on July 31, 2009, pursuant to Section 3.07 of the Indenture governing the Senior Notes. "We have been instructed by all members of the Ad Hoc Group to formally advise you, and by this letter we (on behalf of the Ad Hoc Group) are formally advising you, that each of the members of the Ad Hoc Group intends to exercise its Put Right in accordance with the terms of the Indenture," Plainfield Asset Management LLC informed the Company in a letter dated April 15. Empire said in March 2009 that no holder of the Senior Notes has yet advised the Company of a specific intention to exercise its Put Right. Plainfield Special Situations Master Fund Limited, one of PAM's investment funds, owns roughly $22.5 million in principal amount of the Senior Notes. PSSMF is part of the ad hoc group, which was formed for the purpose of, among other things, dealing with Empire in connection with a potential restructuring of the Senior Notes and various related matters. The letter indicated that Empire met with certain of the bondholders, including PAM, on April 1 at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP. PAM also commented on the appointment early this month of Eric Reehl as Chief Restructuring Officer of Empire. Mr. Reehl is a former Managing Director at PAM. "We understand that . . . Mr. Reehl's primary function will be to negotiate a restructuring of Empire's outstanding secured debt obligations, including debt obligations under Empire's 8% Convertible Senior Notes due 2014," the letter said. "[S]o that there can be no misunderstanding going forward, we trust that you are aware that Mr. Reehl's employment with PAM ended in the third quarter of 2008. At all subsequent times since that date, Mr. Reehl has not and does not have any affiliation, association or other relationship with PAM or any of its affiliates (including PSSMF). As you well know, PAM (including PSSMF and its other affiliates) did not suggest that Empire retain Mr. Reehl and, indeed, PAM was completely surprised by it and had absolutely no role in Empire's retention of Mr. Reehl," PAM said. "The decision to hire Mr. Reehl was solely that of Empire. Since Mr. Reehl did not work on the Empire investment while at Plainfield, we are not aware of any reason why Mr. Reehl cannot negotiate with the Ad Hoc Group on an arms'-length basis relating to a potential restructuring of the Senior Notes and/or other matters relating to Empire or its subsidiaries, but, in an abundance of caution, are advising you of Mr. Reehl's former relationship with respect to PAM." As reported by the Troubled Company Reporter, Empire entered into an agreement with Mr. Reehl pursuant to which Mr. Reehl was appointed to serve as chief restructuring officer of the Company effective as of April 13, 2009. Mr. Reehl will assist in the Company's efforts to identify, negotiate and secure additional debt or equity capital and will coordinate the Company's restructuring efforts. The Company will pay Mr. Reehl a retainer of $20,000 per month commencing as of the execution of the Reehl Agreement for a term of three months, to be extended upon mutual written agreement. In the event that the Company achieves, exchanges or otherwise modifies or resolves conclusively all first and second mortgage indebtedness of the Company before July 31, 2009, the Company will issue to Mr. Reehl -- or his designee -- an amount of common stock of the Company equivalent to $300,000 in fair market value based on the average closing market price of the Company's common stock in the 30 day trading period immediately preceding the trading day before a public announcement is made of a binding agreement with a majority of bond holders of the $65 million second mortgage facility necessary to effectuate the contemplated transaction reduced by any portion of the Retainer previously paid to Mr. Reehl. Mr. Reehl, 45, is the Founder and Managing Member of Nima Asset Management LLC, a consulting and advisory firm formed in November 2008, specializing in distressed investment situations and emerging markets. Mr. Reehl is currently serving as the Acting Chief Financial Officer for Park Avenue Bancorp, Inc., a New York domiciled commercial bank. Prior to the formation of Nima, Mr. Reehl served as Managing Director at PAM from March 2006 until September 2008. Prior to that, he led the New York office of the Direct Lending group of CSG Investments, Inc, the investment affiliate for Beal Bank, a privately held Texas state savings bank, from April 2004 until March 2006. Prior to CGS Investments, Mr. Reehl was a Bankruptcy and Restructuring advisor with Ernst and Young Corporate Finance LLC. D&O Departures David P. Hanlon, President and Chief Executive Officer of Empire and a member of its board of directors, entered into a separation agreement with the Company pursuant to which Mr. Hanlon's employment with the Company terminated as of April 13, 2009. Pursuant to the Separation Agreement, Mr. Hanlon will be paid a lump sum payment of $100,000. In addition, the Separation Agreement provides for the extension of the expiration dates of options to purchase common stock previously granted to Mr. Hanlon. Mr. Hanlon will continue to receive health insurance through the end of the year. Mr. Hanlon has provided the Company with a general release from any and all claims related to his employment. Further, until January 13, 2010, Mr. Hanlon has agreed not to compete with the Company in the State of New York or any other jurisdiction that directly competes with the Company. The Separation Agreement also includes confidentiality, non- disparagement and non-disclosure obligations. In connection with the Separation Agreement, the Company entered into a consulting agreement with Mr. Hanlon pursuant to which Mr. Hanlon will provide consulting services to the Company with respect to historical Company and predecessor issues for a period of nine months. Mr. Hanlon will be paid an aggregate of $100,000 for his consulting services in equal monthly payments. On April 14, Ronald Radcliffe, Empire's Chief Financial Officer, tendered his resignation, effective June 30. On April 16, Empire entered into an agreement a Separation and Release Agreement with Mr. Radcliffe. Pursuant to the Separation Agreement, Mr. Radcliffe was to be paid a lump sum payment not later than April 25 for $51,667 representing two months' salary. In addition, the Separation Agreement provides for the extension of the expiration dates of options to purchase common stock previously granted to Mr. Radcliffe for three years from June 30, 2009. Mr. Radcliffe has provided the Company with a general release from any and all claims related to his employment. Further, until March 30, 2010, Mr. Radcliffe has agreed not to compete with the Company in the State of New York or any other jurisdiction that directly competes with the Company. The Separation Agreement also includes confidentiality, non-disparagement and non-disclosure obligations. Mr. Radcliffe has agreed to make himself available to consult with the Company after June 30, 2009, on a per diem basis. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates the Monticello Gaming & Raceway and is involved in the development of another gaming resort project in the Catskills. Going Concern Doubt In its 2008 annual report filed in March 2009, the Company said its ability to continue as a going concern is dependent upon its ability to negotiate a renewal or extension of the maturity dates or to arrange financing to repay its credit facility with the Bank of Scotland when it matures on May 29, 2009, and the holders of the Senior Convertible Notes if they demand repayment of the notes on July 31, 2009. The Company said there is no assurance that it will be successful in obtaining a result that will avoid a default on its obligations under its credit facility or the terms of the Senior Convertible Notes. Friedman LLP in New York, the Company's independent registered public accounting firm, included an explanatory paragraph in its report dated March 13, 2009, regarding its concerns about the Company's ability to continue as a going concern. The Company entered into a credit facility with Bank of Scotland on January 11, 2005. The credit facility provides for a $10 million senior secured revolving loan. In addition, the Company issued July 26, 2004, $65 million of 5.5% senior convertible notes presently convertible into approximately 5.2 million shares of common stock, subject to adjustment upon the occurrence or non-occurrence of certain events. The notes were issued with a maturity date of July 31, 2014, and the holders have the right to demand that we repurchase the notes at par plus accrued interest on July 31, 2009. Interest is payable semi- annually on January 31 and July 31. As of December 31, 2009, the Company had $49.0 million in total assets and $81.4 million in total liabilities, resulting in $32.3 million in stockholders' deficit. The Company posted $10.6 million in net loss for the year on $67.2 million in net revenues. EMPIRE RESORTS: Discloses Equity Stake of Whitebox Funds -------------------------------------------------------- Empire Resorts, Inc., filed a prospectus supplement on Form 424B3 with the Securities and Exchange Commission to correct the equity stake being held by Whitebox Convertible Arbitrage Partners, LP, Cineasias Partners, L.P., Whitebox Combined Partners, LP, F Cubed Partners, L.P., IAM Mini-Fund 14 Limited, Whitebox Diversified Convertible Arbitrage Partners, LP, Whitebox Hedged High Yield Partners, LP, Pandora Select Partners, LP and DRE Partners, L.P., in the Company: Original Principal Amount of Percentage Notes of Notes Beneficially Outstanding Owned That Before May be Sold Offering ------------ ----------- Whitebox Convertible Arbitrage Partners, LP $1,642,000 2.53% Cineasias Partners, L.P. $2,062,000 3.17% Whitebox Combined Partners, LP $393,000 > 1% F Cubed Partners, L.P. $314,000 > 1% IAM Mini-Fund 14 Limited $688,000 1.06% Whitebox Diversified Convertible Arbitrage Partners, LP $473,000 > 1% Whitebox Hedged High Yield Partners, LP $391,000 > 1% Pandora Select Partners, LP $1,500,000 2.31% DRE Partners, L.P. $714,000 1.10% Number of Number of Shares of Shares of Number of Common Common Shares of Stock Held Stock Common Stock Before Offered Stock Held Offering for Sale After Offer ---------- --------- ------ ------ Whitebox Convertible 20,623 20,623 -- Arbitrage Partners, LP Cineasias Partners, L.P. 25,898 25,898 -- Whitebox Combined Partners, LP 4,936 4,936 -- F Cubed Partners, L.P. 3,944 3,944 -- IAM Mini-Fund 14 Limited 8,641 8,641 -- Whitebox Diversified Convertible 5,941 5,941 -- Arbitrage Partners, LP Whitebox Hedged High 4,911 4,911 -- Yield Partners, LP Pandora Select Partners, LP 18,839 18,839 -- DRE Partners, L.P. 8,968 8,968 -- Empire, however, noted that information about the Whitebox Funds may change over time and that the Whitebox Funds may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act of 1933, some or all of their notes or underlying common stock. A full-text copy of Empire's filing is available at no charge at http://ResearchArchives.com/t/s?3c11 About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates the Monticello Gaming & Raceway and is involved in the development of another gaming resort project in the Catskills. Going Concern Doubt In its 2008 annual report filed in March 2009, the Company said its ability to continue as a going concern is dependent upon its ability to negotiate a renewal or extension of the maturity dates or to arrange financing to repay its credit facility with the Bank of Scotland when it matures on May 29, 2009, and the holders of the Senior Convertible Notes if they demand repayment of the notes on July 31, 2009. The Company said there is no assurance that it will be successful in obtaining a result that will avoid a default on its obligations under its credit facility or the terms of the Senior Convertible Notes. Friedman LLP in New York, the Company's independent registered public accounting firm, included an explanatory paragraph in its report dated March 13, 2009, regarding its concerns about the Company's ability to continue as a going concern. The Company entered into a credit facility with Bank of Scotland on January 11, 2005. The credit facility provides for a $10 million senior secured revolving loan. In addition, the Company issued July 26, 2004, $65 million of 5.5% senior convertible notes presently convertible into approximately 5.2 million shares of common stock, subject to adjustment upon the occurrence or non-occurrence of certain events. The notes were issued with a maturity date of July 31, 2014, and the holders have the right to demand that we repurchase the notes at par plus accrued interest on July 31, 2009. Interest is payable semi- annually on January 31 and July 31. As of December 31, 2009, the Company had $49.0 million in total assets and $81.4 million in total liabilities, resulting in $32.3 million in stockholders' deficit. The Company posted $10.6 million in net loss for the year on $67.2 million in net revenues. ENRON CORP: Settles Commercial Paper Litigation Against Fremont --------------------------------------------------------------- Fremont General Corporation entered into a stipulation and agreement with Enron Creditors Recovery Corporation on April 24, 2009, to settle the outstanding litigation and resolve an approximately $25.5 million proof of claim filed by Enron on or about October 14, 2008, in the Company's bankruptcy proceedings in the United States Bankruptcy Court for the Central District of California, Santa Ana Division. Fremont said the Stipulation has been entered into as part of the Company's initiative to resolve contingent and unliquidated claims, including various litigation matters. The Stipulation is subject to approval by the bankruptcy courts overseeing the cases of Enron and Fremont. Prior to Enron's bankruptcy filing on December 2, 2001, Enron issued unsecured commercial paper to various entities, including Fremont. The commercial paper had maturities of up to 270 days. In a series of transfers, Enron allegedly paid over $1 billion dollars to various entities, including $25,426,521.66 to the Company, in respect of such commercial paper prior to such commercial paper's stated maturity. In November 2003, representatives of Enron's bankruptcy estate commenced adversary proceedings in the Enron Court against the Company and various defendants, asserting claims that the payments made in respect of the commercial paper are avoidable and recoverable under various sections of the Bankruptcy Code. In consideration of the aggregate and integrated final settlement of all claims and disputes between them, Fremont and Enron agreed to these terms: -- Allowed General Unsecured Claim On the Effective Date, Enron will be allowed for purposes of voting on any proposed plan of liquidation or reorganization, as the case may be, in Fremont's bankruptcy case and receiving any distributions made pursuant to such Chapter 11 Plan or otherwise in Fremont's bankruptcy case, a general unsecured non-priority claim against Fremont in the amount of $4.0 million. However, upon Enron's actual receipt of distributions from Fremont's bankruptcy estate totaling $2.0 million, the Allowed Claim will be deemed to be satisfied in full, and Enron will have no further right to any distributions or payment from Fremont's bankruptcy estate. The Allowed Claim will be the sole and exclusive right to payment that Enron will have against Fremont's bankruptcy estate or otherwise. -- Dismissal of the Adversary Proceeding As soon as is practicable after the Effective Date, Enron will cause the Adversary Proceeding to be dismissed with prejudice as to Fremont, with Fremont and Enron to bear their own attorneys' fees and costs. -- Exchange of Releases Enron and Fremont execute mutual releases. About Fremont General Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at Sept. 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General 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, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's Noticing Agent/Claims Processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. The Debtor filed with the Court an amended schedule of its assets and liabilities on October 30, 2008, disclosing $330,036,435 in total assets and $326,560,878 in total debts. About Enron Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On Jan. 9, 2004, they filed their fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that plan was declared effective on Nov. 17, 2004. After the approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre-bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EUROFRESH INC: Court Moves Schedules Filing Deadline to May 21 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona extended until May 21, 2009, Eurofresh, Inc., and Eurofresh Produce Ltd.'s time to file their statement of financial affairs and schedules of assets and liabilities. The extension will provide substantial time for the Debtor and the Debtors' employees to gather information from books, records, and documents relating to thousands of transactions and prepare the statements and schedules. The Debtors relate that the extension is in the best interests of their estates, their creditors and all other parties-in-interest. Headquartered in Snowflake, Arizona, Eurofresh, Inc. -- http://www.eurofresh.com/-- produces and sells tomatoes. The company and Eurofresh Produce Ltd., its affiliate filed for Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No. 09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors in their restructuring effort. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. EUROFRESH INC: Mooney Wright to Handle Property Tax Litigation -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized, on an interim basis, Eurofresh, Inc., and Eurofresh Produce Ltd. to employ Mooney, Wright & Moore, PLLC, as special counsel. A final hearing on the motion is scheduled for May 27, 2009, at 10:00 a.m. (prevailing Pacific Time) before this Court. Objections are due on May 20, 2009. MWM is expected to handle the prosecution of the Debtors' various tax-related matters, including pending litigation before the Arizona Tax Court regarding real and personal property valuations at the Debtors' facility near Willcox for tax years 2007, 2008, and 2009. The case is set to move forward on cross-motions for summary judgment in May 2009, with trial to be scheduled shortly thereafter. MWM has already begun to mobilize its efforts with the Debtors' expert witnesses to prepare for the prosecution of the trial. The Debtors relate that the services by MWM will not be duplicative of those provided by other professionals retained by the Debtors. MWM will charge for its services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date the services are rendered. The court documents did not disclose the hourly rates of MWM professionals. To the best of the Debtors' knowledge, MWM is a disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mooney, Wright & Moore, PLLC Mesa Financial Plaza, Suite 16000 1201 South Alma School Road Mesa, AZ 85210-0001 About Eurofresh, Inc. Headquartered in Snowflake, Arizona, Eurofresh, Inc. -- http://www.eurofresh.com/-- produces and sells tomatoes. The company and Eurofresh Produce Ltd., its affiliate filed for Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No. 09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors in their restructuring effort. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. EUROFRESH INC: Wants to Hire Squire Sanders as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized, on an interim basis, Eurofresh, Inc., and Eurofresh Produce Ltd. to employ Squire, Sanders & Dempsey L.L.P. as counsel. A final hearing on the motion is scheduled for May 27, 2009, at 10:00 a.m. (prevailing Pacific Time) before this Court. Objections are due on May 20, 2009. Squire Sanders is expected to: a. advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and property; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c. assist the Debtors with the preparation of their schedules of assets and liabilities and statements of financial affairs; d. advise the Debtors in connection with any contemplated sales of assets or business combinations, including the negotiation of asset, stock, purchase, merger or joint venture agreements, formulate and implement appropriate procedures with respect to the closing of any the transactions, and counseling the Debtors in connection with the transactions; e. advise the Debtors in connection with any postpetition financing and cash collateral arrangements and negotiating and drafting documents relating thereto, providing advice and counsel with respect to prepetition financing arrangements, and negotiating and drafting documents relating thereto; f. advise the Debtors on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; g. advise the Debtors with respect to legal issues arising in or relating to the Debtors' ordinary course of business including attendance at senior management meetings, meetings with the Debtors' financial and turnaround advisors and meetings of the board of directors; h. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of any actions commenced against them, negotiations concerning all litigation in which the Debtors are involved and objecting to claims filed against the Debtors' estates; i. prepare, on the Debtors' behalf, all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; j. negotiate and prepare, on the Debtors' behalf, a plan of reorganization, disclosure statement and all related agreements and documents and taking any necessary action on behalf of the Debtors to obtain confirmation of the plan; k. attend meetings with third parties and participate in negotiations with respect to the related matters; l. appear before this Court, any appellate courts and the United States Trustee and protecting the interests of the Debtors' estates before the courts and the United States Trustee; and m. perform all other necessary legal services and providing all other necessary legal advice to the Debtors in connection with the Chapter 11 Cases. The hourly rates of Squire Sanders' personnel are: Senior Partners $955 New Associates $155 Senior Paralegals $325 New Project Assistants $100 Non-Attorney $100 - $325 Squire Sanders received a $250,000 retainer for professional services to be rendered and charges and disbursements to be incurred by Squire Sanders in connection with the services. Within one year prior to the petition date, Squire Sanders received $1,163,625 from the Debtors, which amount constitutes: (i) payment of $916,625 for prepetition services rendered to the Debtors; and, (ii) the Retainer of $250,000. The retainer remained unapplied as of the petition date. Squire Sanders will retain all remaining amounts of the Retainer in trust during the pendency of the Chapter 11 cases to be applied to any professional fees, charges and disbursements that remain unpaid at the end of these cases. To the best of the Debtors' knowledge, Squire Sanders is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Squire, Sanders & Dempsey L.L.P. 40 North Central, Suite 2700 Phoenix, AZ 85004 Tel: (602) 528-4085 Fax: (602) 253-8129 About Eurofresh, Inc. Headquartered in Snowflake, Arizona, Eurofresh, Inc. -- http://www.eurofresh.com/-- produces and sells tomatoes. The company and Eurofresh Produce Ltd., its affiliate filed for Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No. 09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors in their restructuring effort. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. EUROFRESH INC: Wants to Set July 6 as Proofs of Claims Bar Date --------------------------------------------------------------- Eurofresh, Inc., and Eurofresh Produce Ltd. ask the U.S. Bankruptcy Court for the District of Arizona to: a) set July 6, 2009, as the date by which all parties must file proofs of claim in the Chapter 11 cases and set October 19, 2009, as government bar date; b) approve the form to be used for proofs of claim to be filed in the Chapter 11 cases; and c) approve procedures for providing notice of the bar date to creditors and other parties in interest. The Debtors relate that it is imperative that the Debtors and their representatives gain a clear and accurate understanding of the potential claims against the Debtors quickly as possible. For more information on filing proofs of claim, please contact the Debtors' claims agent at: Kurtzman Carson Consultants LLC Eurofresh Claims Processing Center 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 About Eurofresh, Inc. Headquartered in Snowflake, Arizona, Eurofresh, Inc. -- http://www.eurofresh.com/-- produces and sells tomatoes. The company and Eurofresh Produce Ltd., its affiliate filed for Chapter 11 on April 21, 2009 (Bankruptcy D. Ariz. Lead Case No. 09-07970). Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors in their restructuring effort. The Debtors listed $50 million to $100 million in assets and $100 million to $500 million in debts. FILENE'S BASEMENT: May File for Bankruptcy Protection This Week --------------------------------------------------------------- Filene's Basement Corp. may file for bankruptcy protection this week, Lauren Coleman-Lochner and Jonathan Keehner at Bloomberg News reports, citing people familiar with the matter. As reported by the Troubled Company Reporter on April 23, 2009, Filene's Basement hired Abacus Advisors chairperson Alan Cohen as chief restructuring officer. Filene's Basement and the DSW shoe chain owner, Retail Ventures Inc., said last week that it planned to sell Filene's assets. Retail Ventures said in January that it would close 11 of its 36 stores and negotiate terms on the remaining leases. Filene's Basement failed to negotiate rent reductions with landlords. Retail Ventures said that Filene's Basement's performance has continued to deteriorate significantly. Retail Ventures said on April 21 that it transferred the unit to Buxbaum Group, which appraises and liquidates assets, for no proceeds. FB II Acquisition, the Buxbaum affiliate formed to acquire Filene's Basement, said in a statement that it was reviewing all available options for the chain. Citing a source, Bloomberg relates that there are several parties interested in buying Flene's Basement's assets out of bankruptcy. Filene's Basement Corp., also called The Basement, is a Massachusetts-based chain of department stores owned by Retail Ventures, Inc. The oldest off-price retailer in the United States, The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. As of late 2006, the company operated stores in metropolitan areas of eight U.S. states and Washington, D.C. On January 20, 2009, the company announced that it was closing 11 of its 36 locations. The chain also uses a 470,000-square-foot (44,000 m2) distribution center in Auburn, Massachusetts. The store's name is derived from the subterranean location of its flagship store, in the basement of the former Filene's department store at Downtown Crossing in Boston, Massachusetts. Filene's Basement filed for Chapter 11 bankruptcy protection in August 1999. As reported by the Troubled Company Reporter on October 23, 2000, the U.S. Bankruptcy Court confirmed Filene's Basement's Amended Joint Plan of Liquidation, filed on June 16, 2000. The Company's related Disclosure Statement received Court approval of September 5, 2000. Filene's Basement filed for Chapter 11 bankruptcy in August 1999, and was bought by a predecessor of Retail Ventures the following year. FLEETWOOD ENTERPRISES: Jan. 25 Balance Sheet Upside-Down By $46MM ----------------------------------------------------------------- Fleetwood Enterprises Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended January 25, 2009. Fleetwood posted a $108.8 million net loss for the 13 weeks -- and a $194.6 million net loss for the 39 weeks -- ended January 25, 2009. Fleetwood had $388.1 million in total assets and $435.1 million in total liabilities, resulting in $46.9 million in shareholders' deficit, as of January 25, 2009. On April 1, 2009, certain of the Debtors, including Fleetwood as a guarantor, entered into a Fourth Amended and Restated Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, among the DIP Debtors, Bank of America, N.A., as administrative agent for the lenders party thereto and the lenders from time to time party thereto. The DIP Credit Agreement amends and restates the DIP Debtors' existing prepetition secured credit agreement, and received interim approval by the Bankruptcy Court on April 1, 2009, but remains subject to final approval by the Bankruptcy Court. Certain modifications to the Prepetition Credit Agreement that are reflected in the DIP Credit Agreement include, but are not limited to, (i) the maximum revolver amount has been reduced from up to $135,000,00 to $80,000,000, (ii) the financial covenants were modified to provide for testing of cash receipts and aggregate and line item cash expenditures, (iii) security over additional real estate assets has been added, (iv) a super-priority administrative claim with respect to the obligations under the DIP Credit Agreement and related loan documents has been granted, (v) the determination of the eligible real estate portion of the borrowing base has been modified, (vi) consent of the required lenders (lenders representing more than 80% of the total commitment or, if Agent's share is 35.5% or less, more than 66-2/3% of the total commitment) is now needed for most modifications and waivers rather than consent of the majority lenders, (vii) there is no longer the option for LIBOR loans and the interest rates have been modified and (viii) certain representations, warranties, reporting and notice requirements and events of default have been added to address the Chapter 11 Cases and to reflect the fact that Fleetwood and certain of its direct and indirect subsidiaries are Debtors. Members of the DIP lending syndicate are: * BANK OF AMERICA, N.A., as a Lender; * WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN)), N.A., as a Lender; * TEXTRON FINANCIAL CORPORATION, as a Lender; * PNC BANK, NATIONAL ASSOCIATION, as a Lender; * WELLS FARGO FOOTHILL, INC., f/k/a FOOTHILL CAPITAL CORPORATION, as a Lender; A full-text copy of the Fourth Amended DIP Credit Agreement is available at no charge at http://ResearchArchives.com/t/s?3c18 Fleetwood said that, with Bankruptcy Court approval, it is likely that the Company will seek to consummate strategic sales of assets, including its manufactured housing and motor home divisions. There can be no assurance that any sales will be consummated on terms favorable to Fleetwood, or at all, and any such sales would be subject to Bankruptcy Court approval. Fleetwood's Quarterly Report was filed past the deadline. Fleetwood cited its bankruptcy filing as reason for the delay. A full-text copy of Fleetwood's Quarterly Report is available at no charge at http://ResearchArchives.com/t/s?3c17 Headquartered Riverside, California, Fleetwood Enterprises -- http://www.fleetwood.com-- produces recreational vehicles and manufactured homes. The Debtors have about 9,000 associates working in facilities strategically located throughout the nation. The company and 19 of its affiliates filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., atGibson, Dunn & Crutcher LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FLOWERS FOR ENTERTAINING: Files for Chapter 11 Bankruptcy --------------------------------------------------------- Jacqueline Palank at The Wall Street Journal reports that florist Saundra Parks has filed a Chapter 11 bankruptcy petition for her company, Flowers For Entertaining, Ltd., or The Daily Blossom. Court documents say that the New York State Department of Taxation and Finance seized Daily Blossom's premises at West 27th Street in Manhattan after attempts at settlement of tax arrears failed. Ms. Parks, with the department's pending notice of sale or auction of the premises, filed the Chapter 11 petition for her Company to "continue in possession and operation of the business," WSJ states. According to court documents, The Daily Blossom listed up to $50,000 in assets and $100,000 to $500,000 in liabilities. Founded in 1989, Flowers For Entertaining, Ltd., or Daily Blossom is based in New York and sells flowers to huge corporations, hip- hoppers and other celebrities. The Company's diverse roster of clients includes Jon Bon Jovi, Maya Angelou, Samuel L. Jackson, and Mariah Carey. FINANCIAL GUARANTY: S&P Withdraws Junk Ratings on 3 Note Issues --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on three Financial Guaranty Insurance Co. bond-insured medium-term note issues. The rating actions reflect the April 22, 2009, lowering of S&P's counterparty credit, financial strength, and financial enhancement ratings on FGIC to 'CC' from 'CCC', and the subsequent withdrawal of those ratings on FGIC and S&P's 'CC' counterparty credit rating on FGIC Corp., the holding company. S&P's outlook on FGIC is negative. Ratings Withdrawn Accent Texas Fund I L.P. US$22.792 mil CAPCO secd prom med-term nts ser 2005 due 03/01/2011 Rating ------ To From -- ---- NR CCC Accent Texas Fund II L.P. US$14.608 mil CAPCO nts med-term nts ser 2008 due 03/01/2015 Rating ------ To From -- ---- NR CCC Aegis New York Venture Fund L.P. US$6.126 mil CAPCO insured sr struct gtd nts med-term nts ser 2005 due 12/31/2016 Rating ------ CUSIP To From ----- -- ---- 00786*AA8 NR CCC NR - Not rated. FORD MOTOR: Bank Debt Slides in Secondary Market Trading -------------------------------------------------------- Participations in a syndicated loan under which Ford Motor Company is a borrower traded in the secondary market at 55.75 cents-on- the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.58 percentage points from the previous week, the Journal relates. The loan matures on December 15, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and S&P's CCC+ rating. Meanwhile, participations in a syndicated loan under which General Motors Corporation is a borrower traded in the secondary market at 55.28 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.55 percentage points from the previous week, the Journal relates. The loan matures on November 27, 2013. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and S&P's CCC rating. The bank debt of Dana Corp. and TRW Automotive had better showing in the secondary market. Participations in a syndicated loan under which Dana Corp. is a borrower traded in the secondary market at 29.75 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 4.75 percentage points from the previous week, the Journal relates. The loan matures on January 31, 2015. The Company pays 375 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and S&P's B+ rating. Dana Corp. bank debt traded in the secondary market at 28.71 cents-on-the-dollar during the week ended March 6, 2009, a drop at that time of 1.71 percentage points from the previous week. Participations in a syndicated loan under which TRW Automotive is a borrower traded in the secondary market at 63.00 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 3.75 percentage points from the previous week, the Journal relates. The loan matures on February 9, 2014. The Company pays 150 basis points to borrow under the facility. The bank debt carries Moody's B1 rating and S&P's BB rating. Trading in TRW Automotive slumped to as low as 57.20 cents-on-the- dollar during the week ended February 27, 2009, a drop at that time of 7.13 percentage points from the previous week. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The company provides financial services through Ford Motor Credit Company. The Company has operations in Japan in the Asia Pacific region. In Europe, the Company maintains a presence in Sweden, and the United Kingdom. The Company also distributes its brands in various Latin-American regions, including Argentina and Brazil. * * * As reported by the Troubled Company Reporter on April 15, 2009, Standard & Poor's Ratings Services said it raised its ratings on Ford Motor Co. and related entities, including the corporate credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank PLC, Ford Credit's European bank, are also unchanged, at 'B-', maintaining the one-notch rating differential between FCE and its parent Ford Credit. S&P said that the outlook on all entities is negative. Moody's Investors Service in December 2008 lowered the Corporate Family Rating and Probability of Default Rating of Ford Motor Company to Caa3 from Caa1 and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade reflects the increased risk that Ford will have to undertake some form of balance sheet restructuring in order to achieve the same UAW concessions that General Motors and Chrysler are likely to achieve as a result of the recently- approved government bailout loans. Such a balance sheet restructuring would likely entail a loss for bond holders and would be viewed by Moody's as a distressed exchange and consequently treated as a default for analytic purposes. FREMONT GENERAL: Settles Enron Commercial Paper Litigation ---------------------------------------------------------- Fremont General Corporation entered into a stipulation and agreement with Enron Creditors Recovery Corporation on April 24, 2009, to settle the outstanding litigation and resolve an approximately $25.5 million proof of claim filed by Enron on or about October 14, 2008, in the Company's bankruptcy proceedings in the United States Bankruptcy Court for the Central District of California, Santa Ana Division. Fremont said the Stipulation has been entered into as part of the Company's initiative to resolve contingent and unliquidated claims, including various litigation matters. The Stipulation is subject to approval by the bankruptcy courts overseeing the cases of Enron and Fremont. Prior to Enron's bankruptcy filing on December 2, 2001, Enron issued unsecured commercial paper to various entities, including Fremont. The commercial paper had maturities of up to 270 days. In a series of transfers, Enron allegedly paid over $1 billion dollars to various entities, including $25,426,521.66 to the Company, in respect of such commercial paper prior to such commercial paper's stated maturity. In November 2003, representatives of Enron's bankruptcy estate commenced adversary proceedings in the Enron Court against the Company and various defendants, asserting claims that the payments made in respect of the commercial paper are avoidable and recoverable under various sections of the Bankruptcy Code. In consideration of the aggregate and integrated final settlement of all claims and disputes between them, Fremont and Enron agreed to these terms: -- Allowed General Unsecured Claim On the Effective Date, Enron will be allowed for purposes of voting on any proposed plan of liquidation or reorganization, as the case may be, in Fremont's bankruptcy case and receiving any distributions made pursuant to such Chapter 11 Plan or otherwise in Fremont's bankruptcy case, a general unsecured non-priority claim against Fremont in the amount of $4.0 million. However, upon Enron's actual receipt of distributions from Fremont's bankruptcy estate totaling $2.0 million, the Allowed Claim will be deemed to be satisfied in full, and Enron will have no further right to any distributions or payment from Fremont's bankruptcy estate. The Allowed Claim will be the sole and exclusive right to payment that Enron will have against Fremont's bankruptcy estate or otherwise. -- Dismissal of the Adversary Proceeding As soon as is practicable after the Effective Date, Enron will cause the Adversary Proceeding to be dismissed with prejudice as to Fremont, with Fremont and Enron to bear their own attorneys' fees and costs. -- Exchange of Releases Enron and Fremont execute mutual releases. About Fremont General Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at Sept. 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General 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, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's Noticing Agent/Claims Processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. The Debtor filed with the Court an amended schedule of its assets and liabilities on October 30, 2008, disclosing $330,036,435 in total assets and $326,560,878 in total debts. About Enron Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On Jan. 9, 2004, they filed their fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that plan was declared effective on Nov. 17, 2004. After the approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre-bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). GENERAL MOTORS: Controlling Stake for Govt. May Bring Conflicts --------------------------------------------------------------- Neil King and Jeffrey McCracken at The Wall Street Journal report that the U.S. government could face conflicts and potential unintended consequences if it ends up with a controlling stake in General Motors Corp. WSJ relates that the government, under GM's latest restructuring plan, would get at least a 50% stake in the Company. A major holding, says WSJ, would make the government GM's de facto boss and bank lender. According to the report, the government, in close consultation with GM, is prepared to become more deeply immersed in the operations and rehabilitation GM. WSJ notes that with a direct stake, the government would be setting emissions and mileage standards for cars in Washington while having to implement them in Detroit. The government would also become a direct partner of the United Auto Workers, which would get a 39% stake in GM, the report states. WSJ quoted Gordian Group LLC president and restructuring chief Peter Kaufman as saying, "The big question is whether the government, as a shareholder, will be focused on GM making money, or it making clean and green cars, or whatever other political agenda they have for the auto space." According to WSJ, administration officials denied suggestions that they were preparing to nationalize GM, saying that the plan put forward Monday was preliminary. Citing another official, WSJ says that the government has long planned to exchange the government's debt holdings in GM for a large equity stake, but has no plans of running the Company. The government, WSJ states, would be in a position to set policy for GM, which is among the largest sellers of full-size trucks and sport-utility vehicles in the world, vehicles that are notorious for fuel inefficiency. Those vehicles have always been among GM's most profitable, presenting the government with a "painful trade- off," WSJ relates. Citing people familiar with the matter, WSJ reports that the Treasury will hold its GM ownership stake in some form of trust. WSJ states that the auto task force is drafting documents that lay out how that trust and its government-appointed trustees will manage the government's majority stake. Ad Hoc Committee of Bondholders Worried on GM's Offer The advisors to the ad hoc committee of GM bondholders said that they are deeply concerned with the decision by GM and the auto task force to offer only a small, inequitable percentage of stock to its bondholders in exchange for their bonds. The committee describes the offer as a "blatant disregard of fairness for the bondholders who have funded this company and amounts to using taxpayer money to show political favoritism of one creditor over another." The committee said that GM and the auto task force would rather discount the thousands of individual investors and retirees who own GM bonds than undergo earnest negotiations. The current offer, according to the committee, is neither reasonable nor adequate. Both the union and the bondholders hold unsecured claims against GM. However, the union's VEBA would receive a 50% recovery in cash and a 39% stake in a new GM for its $20 billion in obligations; while bondholders, who own more than $27 billion in GM bonds and have the same legal rights as the unions, would only receive a mere 10% of the restructured company and essentially no cash. The offer was made unilaterally, without any prior discussion or negotiation with bondholders and in spite of repeated calls for dialogue, the committee said. The committee said that it is deeply concerned that GM waited until late April to make its offer. GM CEO Fritz Henderson admitted that getting 90% of the Company's bondholders to agree to a debt exchange within a month would be 'a tough task,' given the company's large amount of retail inventors, who hold some $6 billion in bonds. According to the committee, this offer demonstrates that GM and the auto task force, unfortunately, are pinning their hopes on an extremely risky and legally questionable turnaround in bankruptcy court, instead of engaging its lenders and workers in the very type of negotiations that could avoid such a fate. GM Exchange Offers Approved in Europe The United Kingdom Listing Authority has approved a prospectus to be published by General Motors Corporation in certain jurisdictions in the EU for GM's exchange offers and consent solicitations in which GM is offering to exchange 225 shares of its common stock for each 1,000 U.S. dollar equivalent principal amount (or accreted value as of the settlement date if applicable) of its outstanding notes of each series set forth in the prospectus and is offering to pay, in cash, accrued interest on such notes from the most recent interest payment date to the settlement date. In respect of the exchange offers for the notes issued by General Motors Nova Scotia Finance Company, GM is jointly making the exchange offers with GM Nova Scotia. The exchange offers are a vital component of GM's overall restructuring plan to achieve and sustain long-term viability and successful consummation of the exchange offers will allow GM to restructure out of bankruptcy court. The prospectus was passported under European regulations to France, Germany, Belgium, the Netherlands, Luxembourg, Austria and Spain. Anyone who is a resident in other countries (including the United States and the United Kingdom) may or may not be eligible to participate in the exchange offers and consent solicitations pursuant to the laws of the country where the person resides. Contact D.F. King, the Solicitation and Information Agent, for assistance in determining eligibility. The prospectus has also been passported to Italy, but the exchange offers in Italy are subject to clearance by CONSOB pursuant to Article 102 onwards of Legislative Decree No. 58 of February 24, 1998. Therefore, the exchange offer period in Italy will only commence following such clearance. The prospectus contains or incorporates by reference important information which should be read carefully before any decision is made to participate in the exchange offers and consent solicitations. Noteholders in Italy, France, Germany, Belgium, the Netherlands, Luxembourg, Austria, Switzerland, Spain and the United Kingdom (and certain other qualifying holders in other jurisdictions) may access the prospectus for free at GM's Web site at http://www.gm.com/corporate/investor_information. Any request for copies of this prospectus or related materials should be directed to: Solicitation and Information Agent D.F. King (Europe) Limited, One Ropemaker Street London EC2Y 9HT Banks and brokers call +44 20 7920 9700, other call toll free: 00 800 5464 5464, or e-mail at gm@dfking.com. The exchange offers and consent solicitations are being made to holders of notes upon the terms and subject to the conditions set forth in the prospectus dated April 27, 2009, including any documents incorporated by reference into the prospectus, as approved by the United Kingdom Listing Authority as competent authority under EU Directive 2003/71/EC (the "European Prospectus") and the Registration Statement on Form S-4 dated April 27, 2009, which includes a combined prospectus and proxy statement and information in accordance with the disclosure requirements of the tender offer rules of the Securities and Exchange Commission ("SEC"), and the related letter of transmittal (or form of electronic instruction notice, in the case of notes held through Euroclear or Clearstream), as each may be amended from time to time (the "US Prospectus"). GM strongly encourages you to carefully read the European Prospectus (including all supplements that may be published thereto) and the Schedule TO relating to the exchange offers that has been filed with the SEC because they contain important information regarding the proposed transaction. GM and its directors and executive officers and other members of management and employees may be deemed participants in the solicitation of proxies with respect to the consent solicitations. Information regarding the interests of these directors and executive officers in the consent solicitations will be included in the documents. Additional information, including information regarding GM's directors and executive officers, is available in GM's Annual Report on Form 10-K, which was filed with the SEC on March 5, 2009, and can be obtained without charge at the U.S. Securities and Exchange Commission, at http://www.sec.gov. About General Motors 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. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion. This compares to an adjusted net loss of $279 million. Including special items, the company reported a loss of $30.9 billion, compared to a reported loss of $43.3 billion in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets. As of December 31, 2008, GM reported $91,047,000,000 in total assets, $176,387,000,000 in total liabilities, and $86,154,000,000 in stockholders' deficit. GM admitted in its viability plan submitted to the U.S. Treasury on February 17 that it considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. Going Concern Doubt Deloitte & Touche LLP, has said there is substantial doubt about GM's ability to continue as a going concern after reviewing GM's 2008 financial report. Deloitte cited the Company's recurring losses from operations, stockholders' deficit and failure to generate sufficient cash flow to meet the Company's obligations and sustain the its operations. It said GM's future is dependent on the Company's ability to execute the Company's Viability Plan successfully or otherwise address these matters. If the Company fails to do so for any reason, the Company would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code. Standard & Poor's Ratings Services on April 10 lowered its issue- level rating on GM's $4.5 billion senior secured revolving credit facility to 'CCC-' (one notch above the 'CC' corporate credit rating on the company) from 'CCC'. It revised the recovery rating on this facility to '2' from '1', indicating its view that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains unchanged, at 'CC', reflecting its view of the likelihood that GM will default -- through either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. GENERAL MOTORS: Bank Debt Slides in Secondary Market Trading ------------------------------------------------------------ Participations in a syndicated loan under which General Motors Corporation is a borrower traded in the secondary market at 55.28 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.55 percentage points from the previous week, the Journal relates. The loan matures on November 27, 2013. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and S&P's CCC rating. On the other hand, participations in a syndicated loan under which Ford Motor Company is a borrower traded in the secondary market at 55.75 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.58 percentage points from the previous week, the Journal relates. The loan matures on December 15, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and S&P's CCC+ rating. The bank debt of Dana Corp. and TRW Automotive had better showing in the secondary market. Participations in a syndicated loan under which Dana Corp. is a borrower traded in the secondary market at 29.75 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 4.75 percentage points from the previous week, the Journal relates. The loan matures on January 31, 2015. The Company pays 375 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and S&P's B+ rating. Dana Corp. bank debt traded in the secondary market at 28.71 cents-on-the-dollar during the week ended March 6, 2009, a drop at that time of 1.71 percentage points from the previous week. Participations in a syndicated loan under which TRW Automotive is a borrower traded in the secondary market at 63.00 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 3.75 percentage points from the previous week, the Journal relates. The loan matures on February 9, 2014. The Company pays 150 basis points to borrow under the facility. The bank debt carries Moody's B1 rating and S&P's BB rating. Trading in TRW Automotive slumped to as low as 57.20 cents-on-the- dollar during the week ended February 27, 2009, a drop at that time of 7.13 percentage points from the previous week. About General Motors 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. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. For the 2008 calendar year, GM reported an adjusted net loss, excluding special items, of $16.8 billion. This compares to an adjusted net loss of $279 million. Including special items, the company reported a loss of $30.9 billion, compared to a reported loss of $43.3 billion in 2007, which included a non-cash special charge of $38.3 billion in the third quarter related to the valuation allowance against deferred tax assets. As of December 31, 2008, GM reported $91,047,000,000 in total assets, $176,387,000,000 in total liabilities, and $86,154,000,000 in stockholders' deficit. GM admitted in its viability plan submitted to the U.S. Treasury on February 17 that it considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. Going Concern Doubt Deloitte & Touche LLP, has said there is substantial doubt about GM's ability to continue as a going concern after reviewing GM's 2008 financial report. Deloitte cited the Company's recurring losses from operations, stockholders' deficit and failure to generate sufficient cash flow to meet the Company's obligations and sustain the its operations. It said GM's future is dependent on the Company's ability to execute the Company's Viability Plan successfully or otherwise address these matters. If the Company fails to do so for any reason, the Company would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code. Standard & Poor's Ratings Services on April 10 lowered its issue- level rating on GM's $4.5 billion senior secured revolving credit facility to 'CCC-' (one notch above the 'CC' corporate credit rating on the company) from 'CCC'. It revised the recovery rating on this facility to '2' from '1', indicating its view that lenders can expect substantial (70% to 90%) recovery in the event of a payment default. The corporate credit rating remains unchanged, at 'CC', reflecting its view of the likelihood that GM will default -- through either a bankruptcy or a distressed debt exchange. Moody's Investors Service said February 18 that the risk of a bankruptcy filing by GM and Chrysler remains high. The last rating action on GM and Chrysler was a downgrade of their Corporate Family Ratings to Ca on December 3, 2008. GENERAL MOTORS: Exchange Offer Won't Alter Fitch's 'C' Rating ------------------------------------------------------------- The current exchange offer launched by General Motors has no impact on the Issuer Default Rating of General Motors, which is currently rated 'C', according to Fitch Ratings. Fitch downgraded the rating to 'C' (indicating that default is imminent or inevitable) on Dec. 19, 2008 based on expectations of a coercive debt exchange. The terms of the current exchange offer are viewed as coercive by Fitch under its methodology, as GM has stated that in the event it does not receive sufficient tenders to complete the exchange offer, it intends to file for bankruptcy. The weak expected recovery value for unsecured bondholders, the low value of GM equity and the high consent requirement indicate that bondholders could still reject the offer and take their chances in bankruptcy. In either scenario, low recovery prospects position unsecured bondholders with little bargaining power. GM has stated that these steps will result in the conversion/reduction $44 billion in liabilities, but success in these efforts may not de-lever GM as the company will still be left with significant liabilities in the form of existing secured and unsecured debt, Voluntary Employee Beneficiary Association financing requirements and the addition of any new government loans. Given the current global economic environment, the material restructuring of GM's operations, and residual damage to the company's brand and dealer profile, the company's ability to generate positive free cash flow in the short-term and adequate returns through the cycle will remain a challenge. The ability to realize this debt reduction will be contingent on the willingness of various stakeholders to see value in the equity of a newly restructured GM. GM's challenge in restructuring its balance sheet liabilities remains the inability to create sufficient equity valuation given the company's reduced enterprise value, enormous size of these existing liabilities, the need for additional financing from the government, the company's weak operating performance and market profile, and the industry outlook over the near term. This challenge limits the company's capacity to use equity in exchange for secured debt, unsecured debt and VEBA obligations. Expanding GM's equity capacity will require success in both materially reducing the face amount of the company's liabilities to a sustainable level, and also achieving a viable operating profile through its restructuring efforts. Reducing the face value of the unsecured debt alone, as originally planned, would not produce sufficient equity value to use in addressing other liabilities such as the VEBA financing requirement (as Ford was able to achieve). As a result, the ability of GM to utilize equity in funding its VEBA liabilities will likely require a material reduction in the face amount of these liabilities, in addition to the conversion of 50% of these obligations to equity. GM states that the bond offer is 'conditioned on the converting to equity of at least 50 percent of GM's future financial obligations to the new VEBA,' indicating that the amount, form and timing of payments - material factors in the bondholders' decision - remain undecided. The government's willingness to accept conversion of a portion of its secured loans to equity recognizes the challenge and critical nature of the VEBA discussions, and could facilitate these discussions to some degree. Upon further developments with regard to the exchange offer, the GM-UAW negotiations, and the amount and structure of U.S. government financing, Fitch will be reviewing its recovery assumptions. Fitch currently rates the unsecured debt at the low end of the 'RR5' category ('RR5' = moderate recovery of 10%-30%), but this could be revised downward based on the continued reduction in value of GM's international operations, its remaining holdings in GMAC, and higher unfunded pension obligations. In particular, resolution of the unsecured VEBA obligations will influence expected recoveries due to the size of the obligation. Existing secured and unsecured recovery ratings will also be impacted by the amount and structure of expected new government financing. The fact that GM and the industry were unprepared for a filing at that time also lent credence to the view that the government would step in and support GM, thereby reducing the threat of bankruptcy as a viable option - a necessary component of a coercive debt exchange. Although the government is virtually certain to finance GM for at least the short-term, in or out of bankruptcy, the task force has been successful in creating the belief that bankruptcy is now a credible option. The risks involved with a 'controlled bankruptcy' remain material. Uncertainties include the impact on the viability of the supply base (and consequently other OEMs), vehicle pricing in the new and used vehicle markets, consumer purchasing and payment behavior, the impact on the dealer base and floorplan financing, the availability of non-captive auto financing, etc. The bankruptcy process itself, including the range of court decisions, the potential introduction of new claims, the size and complexity of the issuer, potential litigation by stakeholders, etc. indicate that managing and controlling the bankruptcy process is highly questionable. GENERAL MOTORS: DBRS Places Ratings Under Review, Outlook Neg ------------------------------------------------------------- Dominion Bond Rating Service placed the ratings of General Motors Corporation Under Review with Negative Implications. The rating action follows the Company's announcement of various exchange offers pertaining to $27 billion of the Company's outstanding public debt. GM also unveiled a revised viability plan concurrently with the Exchange. Pursuant to the Exchange, the Company is offering to exchange 225 shares of GM common stock for each $1,000 equivalent of principal amount plus the cash payment of accrued interest on its notes from the most recent interest payment date to the settlement date. As noted in the DBRS press release dated April 23, 2009, holders of the tendered debt would receive less than face value, which is considered a default under DBRS policy. Accordingly, upon the conclusion of the Exchange, the tendered debt would be assigned a rating of D. DBRS observes that its offer of 225 shares of common stock (plus the cash payment of accrued interest) applies to each series of the Company's notes, regardless of maturity. This includes GM's 1.50% Series D convertible senior debentures due June 1, 2009. GM has also outlined a number of conditions necessary in order for it to execute the Exchange, including (but not limited to) the following: (1) The tendering of at least 90% of the aggregate principal of outstanding notes. (2) The U.S. Treasury agreeing to an issuance of at least 50% of pro forma GM common stock in exchange for the cancellation of at least 50% of GM's U.S. Treasury debt as at June 1, 2009. (3) A reduction of at least 50% of GM's future Voluntary Employee Beneficiary Association (VEBA) related payments in exchange for GM common stock. (4) Commitment of the U.S. Treasury to provide an additional $11.6 billion in funding to GM after May 1, 2009. If the conditions are not met and the Exchange is not concluded, the Company has indicated that it expects to seek relief under the U.S. Bankruptcy Code. In the event that the Exchange is successfully executed, GM's debt and VEBA obligations would be materially reduced, providing the Company with significantly greater financial flexibility to weather the severe global automotive downturn. However, DBRS notes that the Company must further streamline its operations to reduce its rate of cash burn going forward. To this end, GM also announced its Revised Plan, which is essentially an acceleration of the measures detailed in the Company's business plan submitted February 17, 2009. The principal components of the Revised Plan are: (1) Four core brands are to remain, Chevrolet, Cadillac, Buick and GMC. Pontiac is now slated to be phased out by the end of 2010, with the resolution regarding the Saab, Saturn and Hummer brands being moved forward to end of 2009. (2) The Company is to reduce its number of assembly, powertrain and stamping plants from 47 (as of 2008) to 34 by the end of 2010 and 31 by the end of 2012. (3) GM's U.S. hourly employment is to be lowered from approximately 61,000 (as of 2008) to 40,000 in 2010 and 38,000 in 2011. (4) The Company expects to reduce its number of dealers from 6,246 (as of 2008) to 3,605 by the end of 2010. GM further indicated that, upon successful execution of the Revised Plan, the Company estimates that its North American operations should be able to achieve breakeven profit levels (on an adjusted EBIT basis) at U.S. industry annual volumes of 10 million units. Upon conclusion of the Exchange, DBRS would assign a rating of D to the tendered debt. However, DBRS notes that this would not apply to GM's Issuer Rating, which would be assigned a revised rating based on, among other factors, an assessment of the Company's new capital structure upon the conclusion of the Exchange. Before GM unveiled its Revised Plan, DBRS commented on the automaker's debt restructuring efforts. DBRS noted that GM's nearest debt obligation is a convertible debt payment due June 1, 2009, in the amount of $1 billion. DBRS also said that under its current long-term rating definitions, a rating of D may be assigned not only upon payment default, but also in the instance where an issuer has made it clear that it will miss such a payment in the near future. "Presently, GM has a deadline of June 1, 2009 (imposed by the Obama administration) to revamp its restructuring plan in order to qualify for further long-term funding from the U.S. government. The restructuring must include, among other items, a targeted reduction of debt in excess of 70% from current levels. In the event that GM's revised restructuring plan is not approved by the U.S. government, the Company would in all likelihood deplete its liquidity position below minimally sufficient levels and have to formally enter into bankruptcy proceedings," DBRS had said. As such, DBRS noted that "GM is expected to announce in the near future a series of exchange offers pertaining to the restructuring of its automotive debt. DBRS would also consider the debt exchange as coercive given the likelihood that GM would file for bankruptcy or face a payment default in the absence of such an exchange. DBRS further observes that in all likelihood, GM's forthcoming exchange offer will be disadvantageous to current bondholders in that those who choose to accept the offer would receive less than the original principal amount, which would be considered a default under DBRS policy. However, as none of the aforementioned events has taken place to date, GM's long-term ratings remain at CC, with a Negative trend." GENERAL MOTORS: Near-Term Actions Won't Affect S&P's 'CC' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on General Motors Corp. and Chrysler LLC (both rated 'CC/Negative/ --') are not immediately affected by the near-term actions each company is taking to prevent bankruptcy. GM announced that it has made an exchange offer for up to $27 billion of outstanding public debt. And published reports state that Chrysler has reached agreements with its principal labor unions in the U.S. and Canada to reduce labor costs as part of a more aggressive viability plan, which, if acceptable to the U.S. Treasury Department, S&P expect to include substantial debt reduction and a wide-ranging relationship with Fiat SpA. In S&P's opinion, GM's announcement of a tender offer formally begins a process that will determine whether it files for bankruptcy in the near term. Details announced included: -- A tender offer for $27 billion of unsecured debt in exchange for equity equivalent to 10% ownership of GM; -- Plans to amend GM's primary postretirement health care obligation by funding a greater amount with equity and making cash payments over a longer period; -- Plans to have 50% of the projected government loans (which GM estimates will be $20 billion at June 1, 2009) converted to GM common equity and new government loans after June 1, 2009, of at least $11.6 billion; and -- The acceleration of other cost-saving actions such as plant closures, job cuts, dealership reductions, and brand eliminations, much of which will occur by the end of 2010 rather than be spread out over multiple years. S&P's 'CC' corporate credit rating on GM continues to reflect S&P's opinion that there is a high likelihood that the company will undergo a distressed debt exchange (which S&P would consider tantamount to a default under S&P's criteria) or file for bankruptcy protection toward the end of May or shortly thereafter. In S&P's opinion, a bond exchange on the terms proposed might be difficult to accomplish, given GM's desire for a high threshold for participation by noteholders. GM estimated it would need to receive 90% of the total principal of the notes in the tender offers to satisfy the U.S. Treasury Department's conditions and avert a bankruptcy. However, S&P believe it is possible that the Treasury Dept. might accept a smaller amount if all of its other conditions are met. According to S&P's calculations, a 90% reduction of GM's unsecured debt would result in cash interest savings of about $1.65 billion per year -- a seemingly substantial sum but a small fraction of the company's automotive operating cash outflows, which S&P expects to remain high for 2009 and 2010 because of low sales and production. As the company reported, it used $21.3 billion in cash in 2008 and $5.3 billion in the fourth quarter of 2008. S&P also believes there is significant risk to GM arising from the need to resolve the near-term fate of bankrupt key supplier Delphi Corp., which faces an early May 2009 deadline to reach agreements with the government and GM or face a possible acceleration of its debtor-in-possession loans. More broadly, S&P believes there are significant risks to the health of the rest of the U.S. supply base amid the very weak production levels and GM's announcement that it will idle 13 of its North American assembly plants for up to nine weeks. The plant shutdowns will be staggered, with the earliest beginning in May. Meanwhile, reports that Chrysler has reached an agreement with its principal labor unions in the U.S. and Canada could be an important development, but depending on specific terms that have not been disclosed, S&P still expects one of two outcomes in the next few weeks: In S&P's opinion, Chrysler will file for bankruptcy around the end of April or soon thereafter, or it will reach an agreement with Fiat and otherwise satisfy the U.S. Treasury that it has an acceptable viability plan. S&P believes it is also possible that a Fiat-Chrysler agreement could incorporate a Chrysler bankruptcy filing. Separately, S&P believes that if Chrysler files for Chapter 11 bankruptcy protection after failing to reach agreements with the various parties, many of its assets and operations will be sold in discrete transactions -- perhaps to Fiat and others -- and other segments might be closed. S&P does not believe Chrysler would be likely to emerge from bankruptcy as one reorganized entity. A bankruptcy filing, should it occur in the next several weeks, would place additional stress on the supply base, in S&P's opinion. S&P does not view possible further government support as open- ended for either company, in light of the still weak outlook for light-vehicles sales globally, and S&P believes both companies' credit quality will remain weak, even if they avoid filing for bankruptcy for now. GLOBAL CROSSING: Adopts 2009 Discretionary Incentive Bonus Program ------------------------------------------------------------------ The Board of Directors of Global Crossing Limited and the Compensation Committee of the Board took action on a number of compensation-related matters which impacted certain executive officers. On April 15, 2009, the Compensation Committee and the Board adopted the Global Crossing 2009 Discretionary Incentive Bonus Program, the Company's annual bonus program for 2009. Substantially all of the Company's non-sales employees may become eligible to participate in the 2009 Bonus Program. The program is intended to retain the employees and to motivate them to help the Company achieve its financial and business goals. Each participant is provided a target award under the 2009 Bonus Program expressed as a percentage of his or her base salary. The applicable percentages for the Named Executive Officers are: Target Bonus Opportunity ------------------------ John J. Legere 100% David R. Carey 65% Daniel J. Enright 65% John A. Kriztmacher 65% John B. McShane 65% Actual awards under the 2009 Bonus Program will be paid only if the Company achieves specified performance goals for 2009 relating to earnings (50% weighting) and cash flow (50% weighting). If the Company achieves the target levels of both performance goals, then each participant will have the potential to receive up to 100% of the participant's target bonus opportunity. The Compensation Committee may in its sole discretion adjust the payout amounts to any or all participants based upon such factors, objective or subjective, it deems prudent, necessary or appropriate. For example, without exclusion or limitation, the Compensation Committee may reduce or eliminate any payout amount based on any events or changes in events, accounting practices or applicable law, general macro-economic or market factors, extraordinary gains or losses, discontinued operations, restructuring costs, sales or dispositions of assets and acquisitions, individual work performance criteria, the Company's OIBDA, free cash flow, cash flows, net income, pre-tax income, net revenue, EBITDA, operating income, diluted earnings per share, earnings per share, gross margin, return on sales, return on equity, return on investment, cost reductions or savings, operational funding requirements, appreciation in Company stock value, the Company's liquidity position, stock value and business prospects, and any other performance results and productivity measures applicable to individual participants. Bonus payouts under the 2009 Bonus Program will be made in cash; provided that the Compensation Committee retains discretion to change the allocation between cash and shares issued under the 2003 Global Crossing Limited Stock Incentive Plan; and provided, further, that not less than half of the chief executive officer's bonus will be paid in cash in accordance with his employment agreement. On April 15, 2009, the Compensation Committee and the Board also approved the 2009 long-term incentive program comprising the grant of restricted stock units and performance shares to key employees of the Company, including the Named Executive Officers, under the 2003 Global Crossing Limited Stock Incentive Plan. Each RSU entitles the participant to receive an unrestricted share of the Company's common stock on March 12, 2012, subject to the participant's continued employment through that date and subject to earlier pro-rata vesting in the event of death or long-term disability; provided that all of the chief executive officer's unvested RSUs vest upon actual or constructive termination without cause or due to death or long-term disability. Each RSU will also vest in full upon a Change in Control. The aggregate number of RSUs granted to the Named Executive Officers was 446,250. In addition, a target performance share opportunity was established for each participant. Each performance share earned will be paid out in unrestricted shares of our common stock on December 31, 2011, subject to the participant's continued employment through that date and subject to earlier pro-rata payout in the event of death or long-term disability; provided that all of the chief executive officer's unvested performance shares vest upon actual or constructive termination without cause or due to death or long-term disability. In the event of a Change in Control, the performance share opportunity payout will be determined on the basis of the Company's relative total shareholder return against such indices calculated through the relevant Change in Control date. The aggregate target number of performance shares granted to the Named Executive Officers was 446,250. Each participant's target performance share opportunity is based on total shareholder return over a three year period as compared to two peer groups. Depending on how the Company ranks in total shareholder return as compared to the two peer groups, each grantee may earn 0% to 200% of the target number of performance shares. No payout will be made if the average of the Company's total shareholder return results relative to the two peer groups represents a ranking below the 30th percentile, and the maximum payout of 200% will be made if such average ranking is at or above the 80th percentile; provided that the portion of any payout exceeding 100% of the target award will be paid in the sole discretion of the Compensation Committee and will be paid, if at all, in cash rather than shares, with such cash being an amount equal to the product of: (i) the average closing price of the Company's common shares for the month of December 2011 multiplied by (ii) the number of shares constituting the target award multiplied by (iii)the percentage payout in excess of 100%. The target numbers of RSUs and performance shares granted to the Named Executive Officers under the 2009 long-term incentive program are: Target Performance Target RSUs Shares ----------- ------------------ John J. Legere 249,100 249,100 David R. Carey 45,650 45,650 Daniel J. Enright 45,650 45,650 John A. Kriztmacher 60,200 60,200 John B. McShane 45,650 45,650 Headquartered in Florham Park, New Jersey, Global Crossing Ltd. (NASDAQ: GLBC) -- http://www.globalcrossing.com/-- is a leading global IP solutions provider with the world's first integrated global IP-based network. The company offers a full range of secure data, voice, and video products to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers services to more than 690 cities in more than 60 countries and six continents around the globe. In Latin America, Global Crossing's business has operations in Argentina, Brazil, Chile, Colombia, Ecuador, Panama, Peru, Mexico, Venezuela, the United States (Florida), and the Caribbean region. In addition to its IP-based, fiber-optic network, Global Crossing's regional infrastructure includes 15 metropolitan networks and 15 world-class data centers located in the main business centers of Latin America. As of December 31, 2008, the Company's balance sheet showed total assets of $2.35 billion and total liabilities of $2.59 billion, resulting in total shareholders' deficit of $241 million. * * * As reported by the Troubled Company Reporter on January 23, 2009, Moody's Investors Service assigned a Caa1 corporate family rating to Global Crossing Limited and a B2 rating to the Company's $350 million senior secured term loan. The preferential access to realization proceeds provided by the security package allows the term loan credit facility's rating to be B2, two notches above the Caa1 CFR. GCL was also assigned a speculative grade liquidity rating of SGL-3 (indicating adequate liquidity). The ratings outlook is stable. GMAC LLC: May Merge With Chrysler Financial in Restructuring Move ----------------------------------------------------------------- The restructuring of Chrysler LLC may include folding Chrysler Financial into GMAC LLC, Jeffrey Mccracken, Neil King Jr., and Alex P. Kellogg at The Wall Street Journal report, citing people familiar with the matter. Citing sources, WSJ states that concern has increased that Chrysler Financial may not survive as a separate company. WSJ relates that like Chrysler, Chrysler Financial is struggling and has gotten financial help from the federal government since December 2008. Chrysler Financial has been surviving on around $150 million a week in government loans, and the government appears inclined to continue providing funds to Chrysler, says the report. According to WSJ, a final decision would come out of negotiations involving Cerberus Capital Management LP -- which has substantial stakes in Chrysler and GMAC and owns all of Chrysler Financial -- and the auto task force. WSJ, citing people familiar with the matter, relates that the likeliest result is that Chrysler Financial's loan portfolio will be folded into GMAC, which would then handle dealer financing for General Motors Corp. and Chrysler. The sources said that the arrangement will need approval from various federal banking regulators in Washington, WSJ states. GM Restructuring May Hamper GMAC's Becoming a Stable Bank Aparajita Saha-Bubna at Dow Jones Newswires relates that General Motors Corp.'s potential restructuring plans are throwing a wrench into GMAC's efforts to change into a stable bank. According to Dow Jones, GMAC turned itself into a bank in December 2008 to access federal funds. Dow Jones notes that GMAC's bank status dictates that it loosen its ties to GM, but a big chunk of its business is firmly interlaced with GM's fortunes. According to Dow Jones, GM said that it would cut its U.S. dealers to 3,605 by 2011, down 42% from 2008. Dow Jones states that GMAC could be left with loans to dealers who can't pay them off as GM shuts down dealers to save itself, and some changes that GM plans, like terminating the Pontiac brand, could depress valuations in GMAC's book of leases and loans. GMAC, which lends to GM dealers, had $24.13 billion of such loans on its books in 2008, says Dow Jones. Shuttering dealerships hastily could leave GMAC stuck with unsold inventory if the lender is forced to repossess vehicles when dealers can't pay up, according to the report. GMAC, says the report, may have to auction off the cars, driving down their prices, which in turn would drive down values of GMAC's existing books of loans and leases. Dow Jones notes that GM's changes could help GMAC over the longer term by taking out weaker, less credit-worthy dealers. About GMAC LLC GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and employs approximately 26,700 people worldwide. GMAC is the biggest lender to GM's 6,500 dealers nationwide, most of which get the financing they need to operate and buy vehicle inventory from the automaker, CNNMoney.com notes. GMAC Financial Services is in turn wholly owned by GMAC LLC. Cerberus Capital Management LP led a group of investors that bought a 51% stake in GMAC LLC from General Motors Corp. in December 2006 for $14 billion. On Dec. 24, 2008, GMAC Financial Services' application to become a bank holding company under the Bank Holding Company Act of 1956, as amended, was approved by the Board of Governors of the Federal Reserve System. In addition, GMAC Bank received approval from the Utah Department of Financial Institutions to convert to a state bank. As a bank holding company, GMAC will have expanded opportunities for funding and access to capital, which will provide increased flexibility and stability. * * * As reported in the Troubled Company Reporter on Dec. 15, 2008, Standard & Poor's Ratings Services said that its ratings on GMAC LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential Capital LLC (CC/Watch Neg/C) are not affected by GMAC's announcement that it extended the early delivery time with respect to separate private exchange offers and cash tender offers to purchase or exchange certain of its and its subsidiaries' and Residential Capital's outstanding notes to provide investors with a final opportunity to consider the GMAC and Residential Capital LLC offers. GOLDEN STATE MUTUAL: A.M. Best Cuts Issuer Credit Rating to "b" --------------------------------------------------------------- A.M. Best Co. has downgraded the issuer credit rating (ICR) to "b" from "b+" and affirmed the financial strength rating (FSR) of C++ (Marginal) of Golden State Mutual Life Insurance Company (GSM) (Los Angeles, CA). The outlook for both ratings has been revised to negative from stable. These rating actions reflect GSM's large decline in capitalization in 2008, consistent operating losses and high exposure to real estate as reflected in its significant investment in California commercial mortgage loans relative to its declining capital position. Subsequently, A.M. Best has withdrawn the ratings at the company's request and assigned a category NR-4 to the FSR and an "nr" to the ICR. GOODY'S LLC: Court Sets June 22 as General Claims Bar Date ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware established June 22, 2009, on or before 5:00 p.m. (Eastern Time), as the general bar date for filing proofs of claim in Goody's, LLC and its affiliated debtors' bankruptcy cases. Governmental units have until 5:00 p.m. (Eastern Time) on July 13, 2009, to file proofs of claim. All proofs of claim filed by mail, hand, or overnight courier will be addressed to: Goody's, LLC Claims Processing Dept. c/o Logan & Company, Inc. 546 Valley Road Upper Montclair, New Jersey 07043 About Goody's LLC Headquartered in Wilmington, Delaware, Goody's LLC, successor to Goody's Family Clothing Inc., operates a chain of clothing stores. Goody's LLC and 13 of its affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-10124). M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq., Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry & Sims PLC represent the Debtors as counsel. Skadden, Arps, Slate Meagher & Flom, LLP is the Debtors' special counsel; FTI Consulting Inc. is the Debtors' financial advisor. Goody's Family Clothing Inc., as of May 31, 2008, operated 355 stores in several states with approximately 9,868 personnel of which 170 employees are covered under a collective bargaining agreement. Goody's Family and 19 of its affiliates filed for Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, represented the Debtors. The Company emerged from bankruptcy October 20, 2008, after closing more than 70 stores. The reorganized entity was named Goody's LLC. GOODY'S LLC: Protocol for Sale of IP Okayed; Bids Due May 27 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has approved procedures for the sale of the Debtors' intellectual property and intangible assets. The Court has set May 27, 2009, at 3:00 p.m. (ET) as the deadline for the submission of bids. All offers for the Debtors' intellectual property must be for cash only. A minimum Qualified Bid amount for the intellectual property may be announced prior to the auction. An auction, if required will be held on June 2, 2009, at 11:30 a.m. (ET) in the offices of the Debtor's counsel, Young Conaway Stargatt & Taylor, LLP, 1000 West Street, 17th Floor, Wilmington, Delaware 19801. The sale hearing is scheduled for June 4, 2009, at 11:30 a.m. (ET). A copy of the approved bidding procedures is available for free at http://bankrupt.com/misc/Goody's.BP.pdf About Goody's LLC Headquartered in Wilmington, Delaware, Goody's LLC, successor to Goody's Family Clothing Inc., operates a chain of clothing stores. Goody's LLC and 13 of its affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-10124). M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq., Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry & Sims PLC represent the Debtors as counsel. Skadden, Arps, Slate Meagher & Flom, LLP is the Debtors' special counsel; FTI Consulting Inc. is the Debtors' financial advisor. Goody's Family Clothing Inc., as of May 31, 2008, operated 355 stores in several states with approximately 9,868 personnel of which 170 employees are covered under a collective bargaining agreement. Goody's Family and 19 of its affiliates filed for Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, represented the Debtors. The Company emerged from bankruptcy October 20, 2008, after closing more than 70 stores. The reorganized entity was named Goody's LLC. HAIGHTS CROSS: S&P Downgrades Corporate Credit Rating to 'CCC-' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating and issue-level ratings on Haights Cross Communications Inc. and related entities by one notch. S&P lowered the corporate credit rating to 'CCC-' from 'CCC'. The rating outlook is negative. "The downgrade reflects the company's announcement that it is exploring potential debt restructuring alternatives," said Standard & Poor's credit analyst Tulip Lim. "Additionally, HCC has not filed its audited annual 10-K report, which was due on April 15, 2009, as specified in its credit agreement." The company has entered into a short-term forbearance agreement with its lenders. HCC is currently in discussion with its lenders to extend the forbearance and amend its credit agreement in order to avoid further defaults. S&P is concerned that HCC may not be able to file its 10-K in a timely manner, or that it may default on other covenants under its credit agreement and that its lenders may exercise their rights to accelerate the payment of its debt obligations. White Plains, New York-based HCC is a supplemental education publisher serving the school and library markets. Revenue and EBITDA for the nine months ended Sept. 30, 2008 increased 5.0% and 10.4%, respectively (the company has not yet announced its Dec. 31 results), reflecting good revenue growth of 6.3% in the library segment and 3.8% in the Test Prep division. Gross debt to EBITDA (after amortization of prepublication costs and pro forma for the Aug. 15, 2008 term loan refinancing) was steep, at roughly 14x in the 12 months ended Sept. 30, 2008. EBITDA coverage of gross interest expense was inadequate, at 0.6x over the same period, and S&P expects the metric to be further pressured as interest expense increases during the forbearance period. Coverage of cash interest expense was 0.9x, reflecting the benefit of the pay-in- kind provision of the company's 12.5% senior discount notes due 2011. Cash interest on these notes began accruing on Feb. 1, 2009, and the company will be required to make semi-annual cash interest payments beginning Aug. 1, 2009, amounting to roughly $16 million per year. As part of the forbearance agreement, the company has agreed to pay an additional 2% of interest on borrowings under the credit agreement beginning April 15, 2009, which would put additional pressure on interest coverage. For the 12 months ended Sept. 30, 2008, discretionary cash flow was breakeven, compared with negative discretionary cash flow over the fiscal year ended Dec. 31, 2007, because of lower prepublication costs. The onset of cash interest payments on the 12.5% notes in August and the increase in interest from the failure to file financial statements could cause discretionary cash flow to return to negative territory again. HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'C' ------------------------------------------------------------ Fitch Ratings has downgraded the Issuer Default Ratings of Hayes Lemmerz International Inc. and its subsidiaries to 'C' from 'CCC', indicating that Fitch estimates that a default is imminent or inevitable. Fitch has also removed HAYZ from Rating Watch Negative, where it was originally placed on Dec. 11, 2008. Fitch's actions affect approximately $570 million of balance sheet debt as of Oct. 31, 2008. The downgrades reflect Fitch's expectation that deteriorating automotive and truck markets and HAYZ's weakening financial position will lead to either a coercive debt exchange or a Chapter 11 filing due to covenant pressures within the year. Fitch is most concerned about the tightening of HAYZ' covenants in April 2010, but Fitch believes that HAYZ could pressure its net leverage covenant as early as the end of this month; HAYZ net leverage covenant at April 30, 2009 is 5.75 times (x). Fitch notes that HAYZ also recently included language in a filing that Fitch interprets as an indication that a debt exchange is a possibility. In this same filing HAYZ stated that its auditors are likely to include a going concern qualification in its annual report filing, which has been delayed. HAYZ' creditors have given the company a waiver for any default related to a going concern qualification or delayed 10-K filing. Fitch believes that the results of HAYZ's fourth quarter (ending Jan. 31, 2009) has increased its leverage and materially weakened the company's liquidity position, and that HAYZ's ability to generate positive cash flow in its fiscal 2009 (Feb. 1, 2009 - Jan. 31, 2010) and maintain margins will be limited by the continuation of steep global production declines of both light vehicles and commercial trucks. Fitch also expects that HAYZ's 2009 liquidity position will be further strained by additional restructuring actions that are needed to reduce costs to match falling sales. HAYZ will likely report a 39% fourth quarter 2008 revenue decline due to lower production volumes related to the global recession and troubled capital and credit markets which will negatively impact its margins. For fiscal 2008, HAYZ anticipates taking a $257.3 million non-cash impairment charge to its goodwill and other intangible assets that will substantially widen HAYZ's 2007 loss from operations of $38.7 million and negative $194.4 million net income. In Fitch's view, some language from HAYZ' recent NT 10-K filing could indicate that a debt exchange is a possibility: 'Due to the impact of adverse economic and industry conditions, management has been focusing on a comprehensive strategic and financial planning process for the Company and has been engaged in detailed discussions with its senior secured creditors, unsecured note holders and other stakeholders with respect to that process.' Fitch believes HAYZ's inclusion of unsecured note holders and other stakeholders in this statement is an indication that several options including a debt exchange are a possibility at the company. HAYZ was provided credit facility covenant relief prior to the close of its 2008 fiscal year. Fitch estimates that without the amendments HAYZ would have violated its 3.5x net leverage covenant, which was amended to 5.5x for the period. Fitch believes this amendment and the new covenant levels (including a 7.25x leverage level for the third quarter ending Oct. 31, 2009) are indicators of the significant impact the industry environment has had on HAYZ' business. HAYZ reported 2.5x credit facility net leverage at the end of October. Fitch estimates that if HAYZ restructures its debt senior secured debt holders could receive 51%-70% recovery (indicative of an 'RR3' Fitch Recovery Rating) and that HAYZ's senior unsecured Euro notes could receive 0% to 10% recovery ('RR6'). HLI Opco secured credit facility is backed by non securitized U.S. Accounts Receivables, inventory, and property, plant and equipment. Additional security includes stock of U.S. subsidiaries, pledge of residual U.S. securitization, substantially all U.S. intercompany notes, and two-thirds stock pledge of European stock. European Holdco secured credit facility is backed by European A/R, inventory and PP&E where available. Additional security includes stock on European subsidiaries and shared pledges of residual U.S. securitization and substantially all intercompany notes with HLI Opco. Including the cash and marketable securities balance of $57 million, total liquidity at the end of HAYZ's third quarter on Oct. 31, 2008 was approximately $166 million. At quarter end, HAYZ had $16 million of borrowing under its $125 million secured revolver. As of Oct. 31, 2008 Fitch calculates that HAYZ debt-to- LTM EBITDA remained virtually flat at 3.7x, from 3.8x at the end of its fiscal year ending Jan. 30, 2009. Fitch's calculated debt- to-EBITDA metric is more conservative than HAYZ's reported debt- to-LTM adjusted EBITDA figure. HAYZ has no significant debt maturities until 2014. Fitch has downgraded these ratings and removed them from Rating Watch Negative: Hayes Lemmerz International, Inc. -- IDR to 'C' from 'CCC'. HLI Operating Company, Inc. -- IDR to 'C' from 'CCC'; -- Senior secured revolving credit facility to 'CC/RR3' from 'B- /RR3'. Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco) -- IDR to 'C' from 'CCC'; -- Senior secured revolving credit facility to 'CC/RR3' from 'B- /RR3'; -- Senior secured EUR synthetic LOC facility to 'CC//RR3' from 'B-/RR3'; -- Senior secured EUR term loan to 'CC/RR3' from 'B-/RR3'; -- Senior unsecured EUR notes affirmed at 'C/RR6'. HEALTH INSURANCE: Fitch Affirms Issuer Default Rating at 'BB+' -------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and 'BBB-' Insurer Financial Strength rating of Health Insurance Plan of Greater New York. The Rating Outlook has been revised to Negative from Stable. The change in the Rating Outlook reflects the earnings deterioration in recent years. In 2007 and 2008, profitability was materially weakened, primarily by the company's Medicaid business. In addition, net income has been negatively impacted by significant other than temporary impairments taken on the company's asset portfolio. Fitch's estimated consolidated statutory net income has swung from a $267 million profit in 2006 to a $102 million loss in 2008. If HIP-NY's earnings do not generate a profitable operating margin in the near term, the ratings may be downgraded. The ratings continue to consider the company's business profile, which contains heavy concentration risk, particularly to the economic conditions of the New York metropolitan area and a very large single-client exposure with the city of New York's group health plan. While Fitch believes the company is well entrenched in this account, the sheer size of this plan creates exposure to a significant risk if this account were to leave. Following a series of mergers and acquisitions in recent years, Fitch views HIP-NY in the context of its parent, EmblemHealth, Inc. and affiliated corporations. The other primary operations of EmblemHealth include Group Health, Inc. and Connecticare Inc. These operations are all considered core operations, as all provide a significant share of total revenue. The ratings consider favorably the organization's good market share in the New York metropolitan area, lack of financial leverage and good operating company capital. Fitch's estimated consolidated NAIC risk-based capital ratio for EmblemHealth was approximately 209% at year-end 2008, which is a decline from 287% the prior year given the asset impairments taken in 2008. Fitch believes that overall membership trends will remain level and the New York City account will remain a long-term client. EmblemHealth is seeking conversion to a for-profit corporation. If this were to occur, Fitch will evaluate any potential changes to the corporate and financial profile. At this time, material changes are not anticipated. Fitch has affirmed these ratings with a Negative Outlook: Health Insurance Plan of Greater New York -- IDR at 'BB+'; -- IFS at 'BBB-'. HOLLYWOOD THEATERS: Refinancing Doubts Cue S&P's Junk Rating ------------------------------------------------------------ On April 27, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Portland, Oregon-based movie exhibitor Hollywood Theaters Inc. by two notches. The corporate credit rating was lowered to 'CCC' from 'B-', and the rating outlook is negative. "We lowered the ratings because of concerns about Hollywood's ability to refinance $118 million of debt obligations prior to its maturities in July 2009 given current credit market conditions," said Standard & Poor's credit analyst Jeanne Mathewson. "In addition, the company may violate financial covenants, and S&P is concerned about its ability to get an amendment or waiver." The rating reflects Hollywood Theaters' risk surrounding its substantial near-term maturities, high leverage, concentrated cash flow, and potential for covenant violations. Other factors affecting the rating include the mature and highly competitive nature of the industry and the company's exposure to the fluctuating popularity of movies. The rating also reflects Standard & Poor's concern that proliferation of competing entertainment alternatives and shorter periods in theatrical release prior to home video and video-on-demand release could pressure U.S. movie exhibitors' attendance. Hollywood is exposed to the volatility of the box office. In the fourth quarter, revenue and EBITDA declined roughly 3% and 6%, respectively. For the first two months ended Feb. 28, 2009, revenue increased 18% and EBITDA increased more than 40%. Lease- adjusted leverage was high, at roughly 6.9x for the 12 months ended Feb. 28, 2009, but higher still at about 9x when including the company's debt-like preferred stock. EBITDA coverage of interest was 2.2x for the same period. Discretionary cash flow was negative for the 12 months ended Feb. 28, 2009. HOST HOTELS: Q1 Results Won't Affect Fitch's 'BB-' Rating --------------------------------------------------------- Fitch Ratings confirms that the credit ratings of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. are unaffected following Host's first quarter-2009 (1Q'09) results that included reduced demand expectations for 2009. Host is now assuming an 18%-20% decline in comparable hotel revenue per available room in 2009. The Rating Outlook remains Negative. Fitch downgraded Host's Issuer Default Rating to 'BB-' from 'BB+' on Feb. 23, 2009, due to Fitch's view that the deterioration in lodging demand trends accelerated since Fitch originally revised Host's Rating Outlook to Negative on Dec. 5, 2008. At the time of the Feb. 23 downgrade, Fitch also maintained a Negative Outlook, based on Fitch's view that lodging demand would deteriorate further, resulting in additional pressure on expected operating performance in 2009 and 2010. The weaker end of Host's reduced demand outlook is now consistent with Fitch's current view. Fitch's ratings continue to reflect Host's adequate liquidity profile. Host's liquidity position was further bolstered on April 24, 2009, as Host announced the pricing of its public offering of 76 million shares of common stock (including the exercise of Host's underwriters' option to purchase additional shares) at a price of $6.60 per share. Host intends to use the net proceeds from the offering for general corporate purposes and the repayment of indebtedness, which Fitch views favorably. Fitch's current ratings and Negative Outlook take into account that adjusted EBITDA in 2009 will be in the $800 million to $850 million range. While Fitch views Host's gross leverage as high for the rating category based on this level of adjusted EBITDA, gross leverage will improve as the company uses proceeds from the equity offering to repay debt. In addition, Fitch's current ratings take into account Host's fixed charge coverage based on 2009 comparable RevPAR decline expectations and the view that Host's unencumbered asset coverage ratio of 2.8 times (x) as of March 27, 2009 is appropriate for a 'BB-' rating for a lodging REIT. These factors may result in a revision of the Rating Outlook to Stable at the 'BB-' rating level: -- The recession shows signs of stabilization, resulting in a moderation of expected RevPAR declines; -- Fitch's expectation that Host's gross debt to recurring EBITDA ratio will be sustained below 6.5x; -- Unencumbered asset coverage is sustained above 300%. These factors may result in a rating downgrade to 'B+': -- Recessionary conditions result in additional comparable RevPAR declines beyond Fitch's current expectation, which is closer to the more pessimistic end of Host's expected range; -- Host's fixed-charge coverage ratio is sustained below 1.5x; -- Unencumbered asset coverage is sustained below 250%. Fitch currently rates Host: Host Hotels & Resorts, Inc. -- Issuer Default Rating 'BB-'; -- $100 million preferred stock 'B'. Host Hotels & Resorts, L.P. -- IDR 'BB-'; -- $3.9 billion senior notes 'BB-'; -- $610 million credit facility (revolver and term loan) 'BB-'. HUBERT REID LOWERY: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Hubert Reid Lowery aka Reid Lowery dba S&R Dental Labs Of Shelby Inc dba Lowery Tree Farm, LLC P.O. Box 1850 Shelby, NC 28151-1850 Bankruptcy Case No.: 09-40336 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Shelby) Judge: George R. Hodges Debtor's Counsel: O. Max Gardner, III, Esq. P. O. Box 1000 Shelby, NC 28151-1000 Tel: (704) 487-0616 Email: maxgardner@maxgardner.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Mr. Lowery did not file his list of 20 largest unsecured creditors when he filed his petition. The petition was signed by Mr. Lowery. HUMBOLDT CREAMERY: Taps Sheppard Mulli as Gen. Insolvency Counsel ----------------------------------------------------------------- Humboldt Creamery, LLC, asks the U.S. Bankruptcy Court for the Northern District of California for permission to employ Sheppard, Mullin, Richter & Hampton LLP as reorganization and general insolvency counsel. Sheppard Mullin will: a. advise and assist the Debtor with respect to compliance with the requirements of the U.S. Trustee; b. advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor with regard to its assets and with respect to the claims of its creditors; c. represent the Debtor in any proceedings or hearings before this Court and in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; d. conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to the Debtor's Chapter 11 case; e. advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules as the same may affect the Debtor in this case; f. assist the Debtor in the formulation, negotiation, confirmation, and implementation of a Chapter 11 plan of reorganization and any auction or sale of its assets; g. make any court appearances on behalf of the Debtor; and h. take other action and perform such other services as the Debtor may require of Sheppard Mullin in connection with the Chapter 11 case. The hourly rates of professionals working on the Chapter 11 case are: Michael H. Ahrens, partner $725 Steven B. Sacks, partner $615 Ori Katz, partner $495 Michael Lauter, associate $350 Robert K. Sahyan, associate $320 Mr. Ahrens tells the Court that as of the petition date, Sheppard Mullin held a $186,956 retainer for its services. Sheppard Mullin is not owed any amounts with respect to prepetition fees and expenses. Mr. Ahrens assures the Court that Shepard Mullin is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ahrens can be reached at: Sheppard, Mullin, Richter and Hampton 4 Embarcadero Center 17th Fl. San Francisco, CA 94111 Tel: (415) 434-9100 About Humboldt Creamery, LLC Headquartered in Fortuna, California, Humboldt Creamery, LLC -- http://www.humboldtcreamery.com/-- makes ice cream and milk products. The Company filed for Chapter 11 on April 21, 2009 (Bankr. N.D. Calif. Case No. 09-11078). Ori Katz, Esq., at Sheppard, Mullin, Richter and Hampton, represents the Debtor in its restructuring efforts. The Debtor disclosed total assets and debts from $50 million to $100 million. HUNTINGTON BANCSHARES: DBRS Puts BB Pref. Stock Rating on Review ---------------------------------------------------------------- Dominion Bond Rating Service placed the long- and short-term ratings of Huntington Bancshares Inc. and its related entities, including Huntington's Issuer & Senior Debt rating of BBB (high) and Preferred Stock rating of BB(low), Under Review with Negative Implications. The review will focus on Huntington ability to cope with the continued asset deterioration. Over the past year Huntington has struggled with elevated credit costs and earnings erosion associated with both the Company's non-core Franklin Credit Management (Franklin) relationship and core loan portfolios, particularly those related to the commercial real estate and commercial & industrial loan lending. Additionally, the Company's recent performance has been negatively impacted by a narrowing net interest margin (NIM), and recurrent other-than-temporary- impairment (OTTI) charges related to its asset backed securities portfolio. Positively, Huntington has restructured its Franklin exposure, which gives it greater flexibility in working through this troubled exposure. Furthermore, DBRS notes the Company's improvement of its tangible common equity ratio to 4.65%, its proactive approach to managing its non-interest expenses and its strengthening of its liquidity position. Besides the likely credit costs associated with the Franklin related exposure, DBRS perceives that significant amounts of potential losses likely remain embedded in Huntington's core portfolios. While loan loss reserves have been built up in recent quarters, coverage may still be insufficient to address potential losses. Furthermore, the extremely difficult operating environment and weakness in the economies in Huntington's franchise is likely to continue to constrain revenue growth and pressure expenses, limiting improvement in core earnings. DBRS's review will focus on Huntington's asset quality, financial performance and franchise value. In addition, the review will also consider the Company's plans to manage reserves and preserve capital, as well as prospective financial performance in the near term. INDALEX HOLDINGS: Committee Withdraws Ch. 7 Conversion Motion ------------------------------------------------------------- Indalex Holdings Finance, Inc. said that its Unsecured Creditors' Committee has elected to withdraw a motion it filed on April 24 to convert Indalex's Chapter 11 case to a Chapter 7 case. "I am pleased with the Unsecured Creditors' Committee's decision to withdraw the motion to convert the case. We strongly believe that Chapter 11 is clearly the best alternative for all of Indalex's stakeholders, including our creditors," said Timothy Stubbs, President and Chief Executive Officer of Indalex Finance, in an April 28 statement. Indalex also announced that it and certain related affiliates ("Indalex US") received final court approval in the U.S. of an agreement with their existing senior lender group to provide $84.6 million in debtor-in-possession (DIP) financing. The Company will use the financing to fund normal operating and working-capital requirements during its reorganization process. The Company previously received final court approval of the agreement from the Canadian court on April 9, 2009. The Conversion Motion The Official Committee of Unsecured Creditors in the bankruptcy cases of Indalex, in its motion for the conversion of the bankruptcy cases to Chapter 7 liquidation, argued that the conversion will best serve the interest of the estate and their creditors. These Chapter 11 cases, the Committee pointed out, appear to exist for the sole benefit of the Debtors' prepetition senior secured revolving lenders and insider, Sun Capital Partners Inc. and its affiliates. Sun Capital, which hold three of the five positions on the Debtors' board of directors, acquired in 2006 the equity of the Debtors' entities through a highly leverage buyout, court document shows. Since the acquisition, Sun Capital obtained about $76.6 million from the debtors in equity distribution in 2007, acquired at least $71.0 million in subordinated secured notes, and millions of dollars more in management fees, source says. According to the Committee, the Sun Capital constricted the Debtors' credit availability under the prepetition revolving credit facility that created a liquidity crisis, which the Debtors attributed the need for the present debtor-in-possession facility. The DIP facility provides the lender with, among other things, estimated incremental rate of return for 100-day facility, liens on avoidance actions, roll-up of prepetitions obligations, blanket waivers, and additional collateral, the Committee says. The Committee further said the DIP facility offers Sun Capital with an adequate protection lien in avoidance actions as well as payment of its attorney's fees despite the fact that it did not participate in the DIP facility and holds subordinated secured term debt. The Committee lamented that the Debtors' Chapter 11 process has been skewed to permit Sun Capital to insulate it from liability and maximize return to the distinct detriment of general unsecured creditors through the vehicle of the DIP loan and the sale process. "A going-concern sale will likely yield tens of millions of dollars less than an orderly liquidation conducted in a Chapter 7 and will will leave nothing, including avoidance actions, for unsecured creditors," the Committee asserts. About Indalex Holdings Indalex Holding Corp., a wholly-owned subsidiary of Indalex Holdings Finance Inc., through its operating subsidiaries Indalex Inc. and Indalex Ltd., with headquarters in Lincolnshire, Illinois, is the second largest producer of soft alloy extrusion products in North America. The company's aluminum extrusion products are widely used throughout industrial, commercial and residential applications and are customized to meet specific end- user requirements. Indalex operates 10 extrusion facilities, 29 extrusion presses with circle sizes up to 20 inches, a variety of fabrication and close tolerance capabilities, two anodizing operations, two billet casting facilities, and six electrostatic paint lines, including powder coat capability. Indalex is indirectly controlled by private-equity investor Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005 from Honeywell International Inc. for $425 million. Indalex is the 12th investment by Boca Raton, Florida-based Sun Capital to file in Chapter 11 since January 2006. Indalex Holdings and four affiliates filed for Chapter 11 on March 20 (Bankr. D. Del., Lead Case No. 09-10982). Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, has been tapped as counsel. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. In its bankruptcy petition, Indalex listed assets of $356 million against debt totaling $456 million. INDALEX HOLDINGS: Court Grants Final Approval to $84.6-Mil. Loan ---------------------------------------------------------------- Indalex Holding Corp. said in an April 28 statement that it and certain related affiliates received final approval from the U.S. Bankruptcy Court for the District of Delaware of an agreement with their existing senior lender group to provide $84.6 million in debtor-in-possession financing. The Company will use the financing to fund normal operating and working-capital requirements during its reorganization process. The Company previously received final court approval of the agreement from the Canadian court on April 9, 2009. The DIP financing includes a new $84.6 million revolving-credit facility, which replaces the Company's previous revolving-credit facility. Indalex believes the DIP financing provides the Company with sufficient liquidity to fund its ordinary course expenses under Chapter 11 of the U.S. Bankruptcy Code and under the Companies' Creditors Arrangement Act (CCAA) in Canada, including employee wages and benefits, supplier payments and other expenses incurred throughout its reorganization efforts going forward. "I am pleased with the Court's decision to give final approval to our agreement on DIP financing, which we are confident will provide Indalex with adequate funds to finance our ongoing operations as we continue to move through these proven, structured reorganization processes," said Stubbs. "As always, we remain focused on meeting and exceeding the needs of our important stakeholders." The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Indalex and its debtor-affiliates and U.S. Bank National Association earlier conveyed an objection to the proposed DIP financing and the use of lenders' cash collateral. The Committee argued before the Delaware Court that that the motion takes away the Debtors' estates of nay conceivable recovery for the general unsecured creditors, particularly, by encumbering avoidance actions and their proceeds. It has been denied of the chance to investigate and prosecute claims against the Debtors' secured creditors, the Committee says. Furthermore, the motion provides certain insider creditors with adequate protections liens in the avoidance actions, the Committee notes. On the other hand, U.S Bank as indenture trustee of the 11-1/2% second priority senior secured notes due 2014 citing that the debtor-in-possession agreement with the Debtors and JPMorgan Chase Bank NA violated the intercreditor agreement by granting liens on assets to secure the DIP agreement obligations without providing liens on assets to secure the noteholder claims. According to the Troubled Company Reporter on April 15, 2009, the Debtors obtained from the Court interim approval for what is intended eventually to be an $85.9 million secured credit provided by JPMorgan. About Indalex Holdings Indalex Holding Corp., a wholly-owned subsidiary of Indalex Holdings Finance Inc., through its operating subsidiaries Indalex Inc. and Indalex Ltd., with headquarters in Lincolnshire, Illinois, is the second largest producer of soft alloy extrusion products in North America. The company's aluminum extrusion products are widely used throughout industrial, commercial and residential applications and are customized to meet specific end- user requirements. Indalex operates 10 extrusion facilities, 29 extrusion presses with circle sizes up to 20 inches, a variety of fabrication and close tolerance capabilities, two anodizing operations, two billet casting facilities, and six electrostatic paint lines, including powder coat capability. Indalex is indirectly controlled by private-equity investor Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005 from Honeywell International Inc. for $425 million. Indalex is the 12th investment by Boca Raton, Florida-based Sun Capital to file in Chapter 11 since January 2006. Indalex Holdings and four affiliates filed for Chapter 11 on March 20 (Bankr. D. Del., Lead Case No. 09-10982). Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, has been tapped as counsel. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. In its bankruptcy petition, Indalex listed assets of $356 million against debt totaling $456 million. ION MEDIA: Moody's Withdraws 'Caa3' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of ION Media Networks Inc.'s. The ratings have been withdrawn because Moody's believes it lacks adequate information to maintain the Company's ratings. Moody's has taken these ratings actions: Withdrawals: Issuer: ION Media Networks, Inc. -- Corporate Family Rating, Withdrawn, previously rated Caa3 -- Probability of Default Rating, Withdrawn, previously rated Ca -- First Priority Senior Secured Notes due 1/15/2012, Withdrawn, previously B2 (LGD 1, 7%) -- Second Priority Senior Secured Notes due 1/15/2013, Withdrawn, previously Caa3 (LGD 3, 32%) Outlook Actions: Issuer: ION Media Networks, Inc. -- Outlook, Changed To Rating Withdrawn From Negative The most recent rating action occurred on November 12, 2008 when Moody's downgraded ION's Corporate Family rating to Caa3 from Caa1 and its Probability of Default rating to Ca from Caa1. ION Media Networks, Inc., headquartered in West Palm Beach, Florida, owns a broadcast television station group and the ION Television network, which reaches approximately 95 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems. JARDEN CORPORATION: Moody's Puts 'B2' Rating on $250 Mil. Notes --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Jarden's proposed $250 million senior unsecured notes offering. At the same time, Moody's affirmed all of Jarden's other ratings (B1 CFR and PDR, Ba3 senior secured credit facility, B3 subordinated notes and SGL 3 liquidity rating). The outlook remains stable. On April 22, 2009, Jarden announced the issuance of 12 million shares of common stock, at $17.5 per share, resulting in net proceeds of over $200 million. On April 27, 2009, Jarden announced its intention to issue $250 million of senior unsecured notes and that it was going to amend its senior secured credit facility to permit: 1) up to $100 million of the $185 million revolving credit facility to be extended to the same maturity as the term loan facility and, 2) Jarden to incur senior unsecured indebtedness, provided that the net proceeds are used to prepay the term debt. The proceeds of the common stock offering are expected to be used for general corporate purposes and to repurchase debt under the term loan facility. The B2 rating on the senior unsecured notes reflects a B1 probability-of-default rating and an LGD 5. The B2 senior unsecured note rating also reflects its junior position to the existing senior secured credit facility, its seniority to subordinated notes and its upstream guarantees from operating subsidiaries. The Ba3 rating on the senior secured credit facility may be upgraded one notch to Ba2 depending on how much secured debt the company repays with the proceeds from the two transactions. The B1 corporate family rating reflects the company's scale and its leading (and in some cases dominant) market share in select categories. The corporate family rating also reflects the acquisitive nature of the company and expectation of moderation in both the top line and profitability in the near term due to the rapid deterioration in discretionary consumer spending, while at the same time recognizing the diversification benefits expected to be realized from its breadth of products. Despite an expected softness in operating performance and the extreme amount of uncertainty in discretionary consumer spending, the stable outlook reflects Moody's expectation that the company will continue to generate strong operating cash flow, maintain adjusted leverage around 5x and retained cash flow to adjusted debt in the low double digits. The stable outlook also reflects Moody's belief that the company will not undertake any material acquisitions in the near term and that any smaller acquisitions will be conservatively financed. For additional information, please refer to Moody's Credit Opinion of Jarden published on Moodys.com. This rating was assigned: -- $250 million senior unsecured notes at B2 (LGD 5, 70%); These ratings were affirmed/assessments amended: * Corporate family rating at B1; * Probability of default rating at B1; * $1.675 billion senior secured term loan to Ba3 (LGD 3 -- 30% from LGD 3 -- 33%); * $225 million senior secured revolver to Ba3 (LGD 3 -- 30% from LGD 3 -- 33%); * $650 million senior subordinated notes at B3 (LGD 5 -- 88% from LGD 6 -- 91%); Speculative grade liquidity rating at SGL 3 The last rating action was on December 15, 2008, where Moody's affirmed all of the company's ratings, but revised the outlook to stable from positive. Jarden Corporation is a manufacturer and distributor of niche consumer products used in and around the home. The company's primary segment include Consumer Solutions (which distributes kitchen appliances, fire detection and suppressant systems, and home vacuum packaging systems), Branded Consumables (which distributes playing cards, arts and crafts, plastic cutlery and firelogs), and Outdoor solutions (which distributes a variety of outdoor leisure products under the K2, PureFishing, Coleman and Campignaz brands). Headquartered in Rye, New York, the company reported consolidated net sales of approximately $5.4 billion for the twelve months ending March 31, 2008. JBS USA: Swine Flu in Mexico Won't Affect Moody's 'B1' Rating ------------------------------------------------------------- Moody's Investors Service announced that the outbreaks of swine influenza A (H1N1) in Mexico, the United States and Europe have not at this time had an impact on the B1 rating of the senior unsecured notes of JBS USA, LLC. The rating outlook remains stable. Moody's most recent rating action for JBS USA on April 14, 2009 assigned a B1 rating to the senior unsecured Notes due 2014 with a stable outlook. JBS USA, LLC is one of the world's leading beef and pork processing companies. Its largest business segments are domestic beef processing (70.1% of fiscal 2008 sales, pro forma for a full year of Smithfield beef), domestic pork processing (16.1%) and beef operations in Australia (13.8%). Reported sales for the fiscal year ended December 31, 2008 were approximately $12.4 billion. JBS USA, LLC is ultimately wholly owned by JBS S.A., the world's largest beef producer in terms of slaughter capacity, with consolidated global revenues of $16.9 billion in fiscal 2008. JOE JESSE MONGE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Joe Jesse Monge Rosana Elena Monge dba J and M Corporation dba Monroj Corporation dba One Two Three Bar & Grill dba North East Patriot dba J and M Builders, Inc dba Monroj Investments, Inc. 51 Sierra Crest Dr. El Paso, TX 79902 Bankruptcy Case No.: 09-30881 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Western District of Texas (El Paso) Debtors' Counsel: Sidney J. Diamond, Esq. 3800 N Mesa C-4 El Paso, TX 79902 Tel: (915) 532-3327 Fax: (915) 532-3355 Email: usbc@sidneydiamond.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txwb09-30881.pdf The petition was signed by the joint debtors. JUAN DEVIRGILIIS: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Juan C. DeVirgiliis 137 Calebway Rd. Boone, NC 28607 Bankruptcy Case No.: 09-50560 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Wilkesboro) Judge: J. Craig Whitley Debtor's Counsel: David G. Gray, Esq. 81 Central Avenue Asheville, NC 28801 Tel: (828) 254-6315 Email: judyhj@bellsouth.net Total Assets: $3,391,320.00 Total Debts: $2,761,060.08 A full-text copy of Mr. DeVirgiliis' petition, including a list of his 11 largest unsecured creditors and schedules of assets and liabilities, is available for free at: http://bankrupt.com/misc/ncwb09-50560.pdf The petition was signed by Mr. DeVirgiliis. KEYSTONE AUTOMOTIVE: S&P Downgrades Rating on Senior Loan to 'B-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered the issue-level rating on Exeter, Pennsylvania-based Keystone Automotive Operations Inc.'s senior secured term loan facility to 'B-' from 'B' and revised the recovery rating on the debt to '4' from '2'. The '4' recovery rating indicates S&P's expectation of average (30%-50%) recovery in the event of a payment default or bankruptcy. At the same time, S&P affirmed the company's 'B-' corporate credit and 'CCC' senior subordinated note ratings. The recovery rating on the senior subordinated notes remains unchanged at '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default or bankruptcy. The outlook is negative. "The rating action reflects reduced recovery expectations for the term loan facility," said Standard & Poor's credit analyst Jerry Phelan, "due to materially lower demand for the company's highly discretionary products which could persist for the foreseeable future and hurt emergence value in the event of a bankruptcy filing." LA HOTEL: Court Extends Schedules Filing Deadline Until May 30 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended until May 30, 2009, the time within which LA Hotel Venture, LLC must file its schedules of assets and liabilities, statement of financial affairs, list of executory contracts and unexpired leases, list of equity security holders, corporate ownership certificate and creditor matrix to accompany schedules. The Debtor relates that it was unable to complete and file the schedules within the prescribed time because it prioritized the preparation and filing of first day motions. In addition, the Debtor also commenced compilation of the information necessary to comply with the notices and guides promulgated by the Office of the U.S. Trustee. The Debtor related that the extension is for the best interest of the estate. Headquartered in Los Angeles, California, LA Hotel Venture, LLC dba Los Angeles Marriott Downtown owns L.A.'s Marriott Hotel. The Company filed for Chapter 11 on April 15, 2009 (Bankr. C. D. Calif. Case No. 09-18746). Garrick A. Hollander, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot represent the Debtor on its restructuring efforts. The Debtor's assets ranges from $50 million to $100 million while its debts from $100 million to $500 million. LA HOTEL: Creditors Have 60 Days to File Proofs of Admin. Claims ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California established 60 days from the service of the notice of the claims as the last day for creditors to file administrative expense claims against LA Hotel Venture, LLC. If additional claimants are discovered by the Debtor, the Debtor may serve a notice advising that the bar date was set by the Court, and claimants must file a proof of claim within 60 days from the date of service of the notice. Headquartered in Los Angeles, California, LA Hotel Venture, LLC dba Los Angeles Marriott Downtown owns L.A.'s Marriott Hotel. The Company filed for Chapter 11 on April 15, 2009 (Bankr. C. D. Calif. Case No. 09-18746). Garrick A. Hollander, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot represent the Debtor on its restructuring efforts. The Debtor's assets ranges from $50 million to $100 million while its debts from $100 million to $500 million. LA HOTEL: Obtains Temporary Access to Lenders' Cash Collateral -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized, on an interim basis, LA Hotel Venture, LLC, to: a) use of any and all cash securing repayment of secured loans, pursuant to a budget; b) exceed any line item in the budget by 20%, long as the total overage does not exceed 110% of the total budget amount; c) order all parties in possession of funds in which the estate holds an interest to immediately turn over the funds to the Debtor; d) order GE Capital, Bank of America and Wells Fargo Bank to turn over to the Debtor all cash and cash equivalents of the estate, in their possession or subject to their control; and e) provide adequately protection to lenders in the cash collateral. The Court will consider the Debtor's request, on a final basis, on April 29, 2009, at 10:00 a.m. As reported on the Troubled Company Reporter on April 27, 2009, substantially all of the Debtors' assets are subject to a lien in favor of a lending group led by GE Capital. The lien held by the lenders secures a senior loan with an outstanding balance of $97 million. As of April 14, the Debtor owed $3 million to unsecured creditors. The Debtor proposes to grant the lenders: 1. a replacement lien on all postpetition assets having the same priority and scope as the lenders' prepetition lien; 2. a lien on all postpetition assets of the estate to the extent necessary to enable the lenders to recover losses; and 3. a biweekly cash usage reports and monthly income statements and operating reports. The Debtor tells the Court that revenues generated from services are generally not cash collateral and that it has the right to use these funds without restriction in the ordinary course of business. About LA Hotel Venture, LLC Headquartered in Los Angeles, California, LA Hotel Venture, LLC dba Los Angeles Marriott Downtown owns L.A.'s Marriott Hotel. The Company filed for Chapter 11 on April 15, 2009 (Bankr. C. D. Calif. Case No. 09-18746). Garrick A. Hollander, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot represent the Debtor on its restructuring efforts. The Debtor's assets ranges from $50 million to $100 million while its debts from $100 million to $500 million. LANDAMERICA FINANCIAL: Robert Norfleet Steps Down as Director ------------------------------------------------------------- LandAmerica Financial Group, Inc., said that on April 15, 2009, it received notice from Robert F. Norfleet, Jr. of his resignation from the Company's Board of Directors effective April 16. LandAmerica Financial Group, Inc. is a leading provider of real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc., filed for Chapter 11 protection November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the Debtors' bankruptcy counsel. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of September 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LAZY DAYS: Moody's Changes Probability of Default Rating to Ca/LD ----------------------------------------------------------------- Moody's Investors Service changed Lazy Days' R.V. Center, Inc.'s probability of default rating to Ca/LD from Ca, while confirming its Ca corporate family rating and affirming the C rating on its senior unsecured notes. The ratings outlook is negative. The SGL-4 speculative grade liquidity rating was unchanged. This concludes the review for possible downgrade that was initiated on November 18, 2008. Lazy Days did not make the November 17, 2008 senior note interest payment and has entered into a series of forbearance agreements, the latest of which was extended to at least April 13, 2009. The company is currently in negotiations with certain note holders. Moody's deems a default to have occurred when an interest payment is not made by the end of a grace period, regardless of whether the company is in forbearance or an event of default has been declared by note holders. Lazy Days' Ca corporate family rating continues to reflect its limited financial flexibility stemming from weak operating performance in a very difficult economic environment, weak liquidity, and below average recovery levels that could lead to significant debt impairment. The negative outlook reflects continued uncertainty regarding Lazy Days' viability as a going concern, as well as the risk of a distressed exchange involving the notes or bond holder acceleration. These ratings actions were taken: -- Probability of Default Rating changed to Ca/LD from Ca -- Corporate Family Rating confirmed at Ca -- Senior Unsecured Notes at affirmed at C (LGD 5, 85%) -- The SGL-4 Speculative Grade Liquidity Rating was unchanged The last rating action on Lazy Days was on November 18, 2008, when Moody's downgraded the company's corporate family rating to Ca and placed it on review for possible downgrade following the missed interest payment. Lazy Days' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of the company's core industry and Lazy Days' ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered near Tampa, Florida, Lazy Days' R.V. Center, Inc.'s is the largest single site R.V. retailer in the world. Its products include new and pre-owned Class A and Class C motor homes, travel trailers and fifth-wheel trailers. Revenues were about $625 million for the latest twelve month period ended September 30, 2008. LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the 'B-' long-term corporate credit rating and 'B+' secured bank loan rating on subsidiary Cricket Communications Inc. "The outlook revision reflects the company's success over the past year in growing its base of business both in new and existing markets, while maintaining churn of under 5% and continuing to increase its overall EBITDA, as well as reducing its overall net cash usage," said Standard & Poor's credit analyst Catherine Cosentino. Customer growth totaled 34.3% for 2008, and EBITDA increased by 4.6%, despite a challenging economic climate and the near-term heightened costs of new market entries. While leverage still remains high, at 7.5x, and churn may modestly increase with new market launches in 2009, Leap has a reasonable opportunity to improve its leverage in 2009 to the 6x area. If it achieves this, S&P could raise the rating by early 2010. Total funded debt at Dec. 31, 2008, was $2.6 billion. The ratings on Leap reflect a very high degree of business risk given the company's nontraditional flat-rate limited mobility, unlimited local usage wireless business model, a fairly limited operating history, and execution risk from the buildout of new markets. Although Leap has demonstrated success in attracting subscribers to its less expensive wireless service, national players may begin to more aggressively target the company's subscriber base with their own tailored pricing plans as the wireless industry matures. The ratings also reflect a highly leveraged financial profile, including expectations for significant discretionary cash flow losses over the next year as a result of its planned market expansion. Tempering factors include a low cost structure and adequate liquidity. Leap's financial profile is highly leveraged. Total operating lease-adjusted debt to EBITDA is elevated at about 7.5x, given the additional debt incurred in 2008 to fund the build-out of new markets, the expansion of its footprint in existing markets, and the development of its broadband initiative. S&P expects modest improvement in credit measures over the next couple of years from EBITDA growth. The company's consolidated EBITDA service margin of about 22% is below that of its peers because of the costs related to new market launches. Still, the company has achieved scale in the legacy markets and demonstrated that the business model has solid profitability characteristics with margins well in excess of 30%. S&P could raise the rating if the company is able to continue to grow its overall cash flow in 2009 such that it can achieve sustained improvement in leverage to the 6x area and demonstrate a path to materially improve the level of net cash losses in 2009. LEAP WIRELESS: S&P Changes Outlook to Positive; Holds 'B-' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the 'B-' long-term corporate credit rating and 'B+' secured bank loan rating on subsidiary Cricket Communications Inc. "The outlook revision reflects the company's success over the past year in growing its base of business both in new and existing markets, while maintaining churn of under 5% and continuing to increase its overall EBITDA, as well as reducing its overall net cash usage," said Standard & Poor's credit analyst Catherine Cosentino. Customer growth totaled 34.3% for 2008, and EBITDA increased by 4.6%, despite a challenging economic climate and the near-term heightened costs of new market entries. While leverage still remains high, at 7.5x, and churn may modestly increase with new market launches in 2009, Leap has a reasonable opportunity to improve its leverage in 2009 to the 6x area. If it achieves this, S&P could raise the rating by early 2010. Total funded debt at Dec. 31, 2008, was $2.6 billion. The ratings on Leap reflect a very high degree of business risk given the company's nontraditional flat-rate limited mobility, unlimited local usage wireless business model, a fairly limited operating history, and execution risk from the buildout of new markets. Although Leap has demonstrated success in attracting subscribers to its less expensive wireless service, national players may begin to more aggressively target the company's subscriber base with their own tailored pricing plans as the wireless industry matures. The ratings also reflect a highly leveraged financial profile, including expectations for significant discretionary cash flow losses over the next year as a result of its planned market expansion. Tempering factors include a low cost structure and adequate liquidity. Leap's financial profile is highly leveraged. Total operating lease-adjusted debt to EBITDA is elevated at about 7.5x, given the additional debt incurred in 2008 to fund the build-out of new markets, the expansion of its footprint in existing markets, and the development of its broadband initiative. S&P expect modest improvement in credit measures over the next couple of years from EBITDA growth. The company's consolidated EBITDA service margin of about 22% is below that of its peers because of the costs related to new market launches. Still, the company has achieved scale in the legacy markets and demonstrated that the business model has solid profitability characteristics with margins well in excess of 30%. S&P could raise the rating if the company is able to continue to grow its overall cash flow in 2009 such that it can achieve sustained improvement in leverage to the 6x area and demonstrate a path to materially improve the level of net cash losses in 2009. LEVI STRAUSS: Moody's Affirms 'B1' Corporate Family Ratings ----------------------------------------------------------- Moody's Investors Service affirmed Levi Strauss & Co.'s Corporate Family & Probability of Default ratings at B1 and also continued its positive outlook on the company's ratings. LS&Co's B1 rating reflects the company's strong market position in the highly competitive denim and casual slacks categories and its high financial leverage. The current ratings also incorporate expectations that the company is likely to face challenging economic conditions in the US and overseas due to weakness in consumer spending. The company's large retailer customers, such as US Department Stores, are expecting weakness in sales and this is likely to impact LS&Co's performance in the near term. In addition, the strengthening US$ is an additional headwind as the company derives a substantial portion of its earnings overseas. Moody's rating outlook remains positive as while the uncertain macro economic environment tempers Moody's outlook in the near term, Moody's believe the company's overall franchise strength remains solid, given the iconic nature of the company's brand. Further, LS&Co's overall financial position has been improving as it has reduced debt and refinanced higher cost debt at lower costs. If the company can maintain reasonably resilient performance in the current macroeconomic environment upward rating momentum would build. These ratings were affirmed and LGD assessments amended: -- Corporate Family Rating at B1 -- Probability of Default Rating at B1 -- Senior Unsecured Notes at B2 (LGD 4, 68% from LGD 4, 67%) Moody's last rating action on Levi Strauss & Co was on August 16, 2007 when ratings were affirmed and the outlook was revised to positive from stable. San Francisco, California based Levi Strauss & Co. markets apparel products in more than 110 countries primarily under the "Levi's", "Dockers" and "Signature by Levi Strauss" brands. The company had global net revenues of approximately $4.3 billion for the LTM period ending March 1, 2009. LONG SHOT PROPERTIES: Case Summary & 18 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Long Shot Properties, LLC aka Wildhorse Golf Course 2323 Rockwell Dr Davis, CA 95616 Bankruptcy Case No.: 09-28044 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Thomas Holman Debtor's Counsel: David M. Meegan, Esq. 11341 Gold Express Dr #110 Gold River, CA 95670 Tel: (916) 925-1800 Fax: (916) 925-1265 Email: mgillis@mhksacto.com Total Assets: $1,835,365.71 Total Debts: $4,716,416.67 A full-text copy of the Debtor's petition, including a list of its 18 largest unsecured creditors and schedules of assets and liabilities, is available for free at: http://bankrupt.com/misc/caeb09-28044.pdf The petition was signed by Paul Kolarik, president of the Company. LUBBOCK HOUSING: Moody's Affirms 'Ba3' Rating on Refunding Bonds ---------------------------------------------------------------- Moody's Investors Service has affirmed the ratings for the Lubbock Housing Finance Corporation Multi-family Revenue Refunding Bonds (Las Colinas, Quail Creek and Parkridge Place Apartment projects), Series 2002 A&B at Ba3 and Subordinate Series 2002C bonds at B1. The outlook is changed to positive. The rating affirmation reflects significant increases in rental revenue and strengthened debt service coverage. The positive outlook reflects the potential for an upgrade if the trend of strength is maintained in 2009. All of the properties were built in 1983 and are located approximately six miles southwest of the Lubbock central business district. The neighborhood is largely residential, with development along the South Loop 289 thoroughfare. Texas Tech University is located within one to two miles of the submarket. Legal Security: The bonds are limited obligations payable solely from the revenues, receipts and security pledged in the Trust Indenture. Recent Developments/Results After competition from newer complexes had a negative impact on occupancy at the projects in recent years, occupancy and revenues greatly improved in 2008. The weighted average monthly occupancy for the three properties was 93% in 2008 after a weak at 88% in December 2007. Quail creek continues to perform well with 96.3% occupancy (2008 monthly average), while Las Colinas and Parkridge are weaker with occupancies of 93% and 89% respectively. The debt service coverage ratio derived from 2007 financial statements was 1.17 for senior debt and 1.12x for subordinate debt. This improved substantially to 1.34x and 1.29x for 2008 due largely to a sharp 8.2% increase in rental revenues over 2007. The owner has been making substantial contributions to the reserve and replacement fund in excess of the Indenture requirement. The owner contributed $481,847 in 2007 and $225,389 in 2008. Moody's considers the owner's investment in the property a strength as it improves the property's attractiveness. Moody's also recognizes this is not a requirement and the contributions cannot be counted on in the future. Outlook The outlook for senior and subordinate debt is positive reflecting the potential for an upgrade if the trend of financial strength is maintained in 2009. MERUELO MADDUX: Stephen Taylor Discloses 7.9% Equity Stake ---------------------------------------------------------- Stephen S. Taylor disclosed that he has beneficial ownership of 1,104,958 shares of Meruelo Maddux Properties, Inc. -- of which 824,538 shares are held in an individual retirement account for his benefit. Taylor International Fund, Ltd., has beneficial ownership of 5,851,600 shares. Mr. Taylor may be deemed to own beneficially a total of 6,956,558 shares, constituting 7.9% of Meruelo Maddux's shares of common stock outstanding as of December 31, 2008. Mr. Taylor has the sole power to vote and to dispose or direct the disposition of 6,759,939 shares of Meruelo Maddux common stock. Taylor Asset Management Inc. is the investment manager of Taylor International Fund. Taylor Asset Management is a professional asset management firm which is controlled by Mr. Taylor. Mazama Capital Management Inc., meanwhile, disclosed a 1.22% equity stake in the Company. Mazama holds 1,073,382 Company shares. About Meruelo Maddux Based in Los Angeles, California, Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No.: 09-13356). John J. Bingham, Jr., Esq. represents the Debtors in their restructuring efforts. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MERUELO MADDUX: To Be Delisted From Nasdaq Effective May 4 ---------------------------------------------------------- NASDAQ Stock Market LLC informed the Securities and Exchange Commission that it will remove from listing and registration the common stock of Meruelo Maddux Properties, Inc. As reported by the Troubled Company Reporter on April 7, 2009, Meruelo Maddux received a Nasdaq staff determination notice. The notice stated that the company was not in compliance with Nasdaq Marketplace Rules 4300, 4450(f) and IM-4300 because the company and numerous subsidiaries filed voluntary petitions in California for relief under Chapter 11 of the United States Bankruptcy Code. Nasdaq said it has determined to remove from listing the common stock of Meruelo Maddux, effective at the opening of the trading session on May 4, 2009. Based on a review of the information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Marketplace Rules 5100, 5110(b), and IM-5100-1. Nasdaq said the Company was notified of the Staffs determination on March 27, 2009. The Company did not appeal the Staff determination to the Hearings Panel, and the Staff determination to delist the Company became final on April 7, 2009. About Meruelo Maddux Based in Los Angeles, California, Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356). John J. Bingham, Jr., Esq. represents the Debtors in their restructuring efforts. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MUZAK HOLDINGS: Cleared to Continue Operating Library of Songs -------------------------------------------------------------- Peter Iacobelli at The Associated Press reports that Muzak Holdings LLC has been cleared to keep operating its library of more than 2.6 million songs. Muzak Holdings plans to emerge from bankruptcy fairly quickly as it restructures its $436 million debt, the report says. According to The AP, Muzak has thousands of CD box sets stored at its headquarters. The music, says The AP, is all by original artists. Citing Miller Tabak Roberts Securities managing director Matthew Dundon, The AP relates that Muzak will emerge from Chapter 11 bankruptcy into a tough spot. Retailers, according to The AP, are closing and fewer new potential clients are emerging. The AP states that Muzak was already having trouble growing and its 2008 revenue of $249 million was essentially flat from 2007. The AP reports that Muzak tried to merge in 2008 with a rival, DMX Inc., but the deal fell apart as the credit markets soured in September 2008. According to The AP, DMX's marketing vice president Brian McKinley said that the Company might reconsider a deal with Muzak. About Muzak Holdings LLC Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC -- http://www.muzak.com-- creates a variety of music programming from a catalog of over 2.6 million songs and produces targeted custom in-store and on-hold messaging. Through its national service and support network, Muzak designs and installs professional sound systems, digital signage, drive-thru systems, commercial television and more. The Company and 14 affiliates filed for Chapter 11 protection on February 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422). Moelis & Company is serving as financial advisor to the Company. Kirkland & Ellis LLP is the Debtor's counsel. Klehr Harrison Harvey Branzburg & Ellers has been tapped as local counsel. In its bankruptcy petition, the Company estimated assets and debts of $100 million to $500 million each. NATIONAL SECURITY GROUP: A.M. Best Keeps "bb" Issuer Credit Rating ------------------------------------------------------------------ A.M. Best Co.has revised the outlook to negative from stable and affirmed the financial strength rating (FSR) of B++ (Good) and issuer credit ratings (ICR) of "bbb" of National Security Group (National Security) and its member, National Security Fire and Casualty Company. A.M. Best also has revised the outlook to negative from stable and affirmed the ICR of "bb" of National Security's parent company, The National Security Group, Inc. [NASDAQ: NSEC]. Additionally, A.M. Best has affirmed the FSR of B+ (Good) and ICR of "bbb-" of National Security's wholly owned subsidiary, Omega One Insurance Company, Inc (Omega One). Concurrently, A.M. Best has affirmed the FSR of B (Fair) and ICR of "bb" of the life/health company, National Security Insurance Company. The outlook for these ratings is stable. All companies are domiciled in Elba, AL. The negative outlook of National Security reflects the recent decline in its risk-adjusted capitalization and continued exposure to losses from weather-related events. The group's negative operating performance in 2008 was largely due to a record frequency of tornado and windstorm events and hurricane losses, which are a result of National Security's geographic and product concentration in the Gulf Coast states. However, in an effort to improve underwriting results and minimize the potential impact of future weather events, management continues to implement coastal risk reductions, higher deductibles and rate increases. Additionally, the group reported sizable unrealized capital losses resulting from unprecedented capital market volatility, which contributed to its reduction in capitalization. The ratings of Omega One acknowledge its low underwriting leverage and generally favorable operating performance. Partially offsetting these positive rating factors is the company's limited business profile, which leaves it susceptible to severe weather- related losses, as evidenced in 2008. The ratings of National Security Insurance Company recognize the limited geographic profile and continued decline in its capital and surplus due to investment losses. The ratings also reflect the company's favorable level of risk-adjusted capitalization and net operating gain recorded at year-end 2008, although the large realized capital loss at year end resulted in a net loss for the fourth consecutive year. NIELSEN COMPANY: Moody's Assigns 'Caa1' Rating on $500 Mil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a (P)Caa1 rating to The Nielsen Company B.V.'s proposed issue of US$500 million of senior notes due 2016 via its subsidiaries, Nielsen Finance LLC and Nielsen Finance Co (the Issuers) in a private offering. Nielsen intends to use the proceeds of the issue for general corporate purposes, which may include capital expenditures or which may in the future include retiring portions of the Issuers' term loan indebtedness outstanding under its senior secured credit facilities, the Issuers' 10% Senior Notes due 2014, the Issuers' 11 5/8% Senior Notes due 2014, the Issuers' 12½% Senior Subordinated Discount Notes due 2016, the Parent's 11 1/8% Senior Discount Notes due 2016 and/or any of the Parent's debenture loans issued under its Euro Medium Term Note program, as well as to pay other obligations related to such indebtedness. The assigned rating assumes that there will be no material variations to the draft legal documentation reviewed by Moody's. Nielsen's B2 Corporate Family Rating and all other ratings remain unchanged. Nielsen's B2 CFR reflects the still considerable leverage of the company, execution risks from the company's ongoing corporate transformation and cost-cutting plans, continuing competitive and price challenges for Nielsen's Consumer Services division as well as downward revenue pressure in the ongoing macro-economic downturn, in particular for those businesses exposed to discretionary client spending (~30% of revenues). Underpinning the ratings against these challenges are Nielsen's strong international business positions with a track record of steady revenue growth and meaningful profit improvements since the company's LBO in 2006, high barriers to entry, a well-defined business transformation plan (including further cost management potential) and continued good progress towards its implementation. For a more detailed discussion of Nielsen's ratings, please refer to the recently published credit opinion dated April 27, 2009. The last rating action was on March 29, 2007 when Moody's implemented its Loss Given Default and Probability of Default rating methodology to the non-financial speculative-grade corporate issuers in Europe, Middle East and Africa including Nielsen. Nielsen's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Nielsen's core industry and Nielsen's ratings are believed to be comparable to those of other issuers of similar credit risk. Active in approximately 100 countries, with headquarters in Haarlem, The Netherlands and New York, USA, The Nielsen Company B.V. is a global information and media company. NIELSEN FINANCE: S&P Puts 'B-' Issue-Level Rating ------------------------------------------------- Standard & Poor's Ratings Services assigned the proposed $500 million senior unsecured notes due 2016 issued by co- borrowers Nielsen Finance LLC and Nielsen Finance Co. its issue- level rating of 'B-' (one notch lower than the 'B' corporate credit rating on parent company The Nielsen Co. B.V.). S&P also assigned this debt a recovery rating of '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. (For the recovery analysis, see Standard & Poor's recovery report on Nielsen, to be published as soon as possible following the release of this report.) Proceeds of the new notes will be used for capital expenditures and other general corporate purposes, including retiring The Nielsen Co. B.V.'s GBP250 million 5.625% putable notes due in 2010 or 2017, a portion of The Nielsen Co. B.V.'s EUR50 million floating-rate notes due 2010, and/or other indebtedness. The corporate credit rating on New York City-based Nielsen is 'B' and the rating outlook is stable. The rating reflects the company's highly leveraged capital structure, its track record of frequent acquisitions that have deferred deleveraging, the continuing investment required to remain competitive in the evolving marketing information industry, and ongoing customer pressure on prices and service levels that underpin the need for an efficient cost base. Nielsen's strong market positions in media measurement and retail marketing information, and significant recurring revenues partially offset these factors. Ratings List The Nielsen Co. B.V. Corporate Credit Rating B/Stable/-- New Rating Nielsen Finance LLC Nielsen Finance Co. $500M sr unsecd nts due 2016 B- Recovery Rating 5 NIELSEN FINANCE LLC: S&P Puts 'B-' Rating on $500MM Senior Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned the proposed $500 million senior unsecured notes due 2016 issued by co- borrowers Nielsen Finance LLC and Nielsen Finance Co. its issue- level rating of 'B-' (one notch lower than the 'B' corporate credit rating on parent company The Nielsen Co. B.V.). S&P also assigned this debt a recovery rating of '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. (For the recovery analysis, see Standard & Poor's recovery report on Nielsen, to be published as soon as possible following the release of this report.) Proceeds of the new notes will be used for capital expenditures and other general corporate purposes, including retiring The Nielsen Co. B.V.'s GBP250 million 5.625% putable notes due in 2010 or 2017, a portion of The Nielsen Co. B.V.'s EUR50 million floating-rate notes due 2010, and/or other indebtedness. The corporate credit rating on New York City-based Nielsen is 'B' and the rating outlook is stable. The rating reflects the company's highly leveraged capital structure, its track record of frequent acquisitions that have deferred deleveraging, the continuing investment required to remain competitive in the evolving marketing information industry, and ongoing customer pressure on prices and service levels that underpin the need for an efficient cost base. Nielsen's strong market positions in media measurement and retail marketing information, and significant recurring revenues partially offset these factors. Ratings List The Nielsen Co. B.V. Corporate Credit Rating B/Stable/-- New Rating Nielsen Finance LLC Nielsen Finance Co. $500M sr unsecd nts due 2016 B- Recovery Rating 5 OILEXCO NORTH: Voluntary Chapter 15 Case Summary ------------------------------------------------ Chapter 15 Petitioner: Roy Bailey Alan Robert Bloom Colin Peter Dempster and Thomas Merchant as joint administrators Chapter 15 Debtor: Oilexco North Sea Limited 1 More London Place London SE1 2AF England Chapter 15 Case No.: 09-12641 Type of Business: The Debtor is an oil and gas exploration and production company. See http://www.oilexco.com/ Chapter 15 Petition Date: April 28, 2009 Court: Southern District of New York (Manhattan) Judge: Robert D. Drain Chapter 15 Petitioner's Counsel: Howard Seife, Esq. hseife@chadbourne.com Chadbourne & Parke LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 408-5361 Fax: (212) 541-5369 Estimated Assets: More than $1 billion Estimated Debts: More than $1 billion PARK LANE: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Park Lane I, LLC 460 Park Avenue, 13th Floor New York, NY 10022 Bankruptcy Case No.: 09-12635 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- 515 West 168th Realty, LLC 09-12637 PL I-1, LLC 09-12644 PL I-2, LLC 09-12646 Chapter 11 Petition Date: April 28, 2009 Court: Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtor's Counsel: Howard Greenberg, Esq. hgreenberg@ravingreenberg.com Ravin Greenberg, LLC 101 Eisenhower Parkway Roseland, NJ 07068 Tel: (973) 226-1500 Fax: (973) 226-6888 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtors did not file a list of 20 largest unsecured creditors. The petition was signed by Bruno De Vinck. PENINSULA GAMING: S&P Affirms Corporate Credit Rating at 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Dubuque, Iowa-based Peninsula Gaming LLC. The rating outlook is stable. At the same time, S&P revised its recovery rating on Peninsula's $225 million senior secured notes due 2012 to '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default, from '3'. The issue-level rating on this debt remains 'B+' (at the same level as the 'B+' corporate credit rating on the company). The revised recovery rating reflects a reduction in S&P's assumed emergence multiple to 6.5x from 7.0x, due to the challenging operating conditions in the gaming sector, which have driven more volatility in cash flow generation than S&P had previously contemplated. "The 'B+' corporate credit rating reflects Peninsula's small portfolio of second-tier assets and the company's high debt leverage," noted Standard & Poor's credit analyst Ariel Silverberg. "These factors are somewhat offset by the strong operating performance at the Diamond Jo Worth property and the opening of the new Diamond Jo facility in Dubuque." Peninsula owns and operates the Evangeline Downs Racetrack and Casino, a "racino" in Opelousas, La.; the Diamond Jo Casino in Dubuque, Iowa; and the Diamond Jo Worth Casino in Northwood, Iowa. The new land based Diamond Jo Casino in Dubuque opened on Dec. 10, 2008. The new facility currently includes 984 slot machines, 18 table games, and a five-table poker room, as well as various other amenities. Evangeline Downs is currently the largest contributor to revenue and EBITDA, representing 51% of revenue and 46% of property level EBITDA for 2008. The property currently offers 1,426 slot machines, as well as various food and beverage amenities. In addition, Evangeline Downs operates four off-track betting establishments in Louisiana, which offer 189 video poker machines combined. Given current trends in the gaming markets in which Peninsula operates, along with incremental revenue and EBITDA from the new Dubuque facility, S&P currently expects revenue and EBITDA in 2009 to grow in the low-single-digit area. S&P therefore expects leverage, as measured by total adjusted debt to EBITDA, to trend lower, toward the low-5.0x area by the end of 2009. At Dec. 31, 2008, adjusted debt to EBITDA was 5.7x. PHOENIX MC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Phoenix MC, Inc. aka Phoenix Motor Cars, Inc. aka Phoenix Motorcars aka Phoenix Motor Cars 401 S. Doubleday Avenue Ontario, CA 91761 Bankruptcy Case No.: 09-18312 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Thomas B. Donovan Debtor's Counsel: Scott H. Yun, Esq. 1901 Ave of the Stars Ste 1200 Los Angeles, CA 90067 Tel: (310) 228-5750 Fax: (310) 228-5788 Email: syun@stutman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including their list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-18312.pdf The petition was signed by Daniel J. Elliott, president and CEO of the Company. POWERTRAIN RECYCLING: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Powertrain Recycling, Inc, 2103 North Seventh St. Harrisburg, PA 17110 Bankruptcy Case No.: 09-03186 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Debtor's Counsel: Robert L. Knupp, Esq. Knupp Law Offices, LLC 407 North Front Street PO Box 630 Harrisburg, PA 17108 Tel: (717) 238-7151 Fax: (717) 238-5258 Email: knuppbkcy@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pamb09-03186.pdf The petition was signed by Barry Blank, president of the Company. PREVENTION LABORATORIES: Can Hire Douglas A. Antonik as Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Illinois authorized Prevention Laboratories, L.L.C., to employ Douglas A. Antonik, Esq. and Antonik Law Offices as counsel. Mr. Antonik is expected to represent Debtor in all matters pursuant to this Chapter 11 case. Mr. Antonik told the Court that his hourly rate is $225. The hourly rates of other professionals working on the Chapter 11 case are: Larry Lauterjung, associate attorney $150 Luke DeSmet, associate attorney $150 Paralegals $50 - $65 Mr. Antonik added that the Debtor has paid the firm a $40,000 retainer. Mr. Antonik assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Antonik can be reached at: Antonik Law Offices 3405 Broadway P.O. Box 594 Mt. Vernon, IL 62864 Tel: (618) 244-5739 Fax: (618) 244-9633 About Prevention Laboratories Headquartered in Marion, Illinois, Prevention Laboratories, L.L.C. -- http://www.preventionlabs.com/-- makes and sells hygiene products. The Company filed for Chapter 11 on April 21, 2009 (Bankr. S. D. Ill. Case No. 09-40678). Douglas A. Antonik, Esq., represents the Debtor in its restructuring efforts. The Debtor listed total assets of $38,275,349 and total debts of $6,430,386. PRICELINE.COM INC: S&P Gives Positive Outlook; Keeps 'BB-' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Norwalk, Connecticut-based online travel agency Priceline.com Inc. to positive from stable. Ratings on the company, including the 'BB-' corporate credit rating, were affirmed. "The outlook revision is based on Priceline.com's good operating performance in a difficult leisure travel market," noted Standard & Poor's credit analyst Andy Liu. "The company appears to be gaining market share from its much larger competitors. Furthermore, Priceline.com's credit measures have been steadily improving from a combination of debt reduction and EBITDA growth." The rating on Priceline.com reflects the highly competitive online travel agency market, some supplier concentration among airlines and hotels, and lower incentive fees from travel service processors. The company's good competitive position in the European online travel market, its market-leading "name your own price" bid-based business, low leverage, and positive discretionary cash flow are positives. Priceline.com's European hotel operation is one of the key drivers behind the company's good operating performance. Through Booking.com, the company's hotel-booking engine in Europe, Priceline.com established an early footprint in many secondary and tertiary tourist destinations, ahead of its competitors. As a result, the company has benefited from growing interest in these markets. Priceline.com's competitors include Expedia.com and Orbitz, which have much better representation in major European destinations, such as London and Paris. Many are now shifting their attention to secondary and tertiary destinations, but it will take some time before they can build critical mass in these areas. Additionally, the recession has sharpened consumers' focus on value. This has benefited Priceline.com, which has successfully positioned itself as a provider of value travel services with its "name your own price" product offering. Revenue growth in the fourth quarter was strong, at 21% over the prior-year period. International gross bookings were up 28% year over year in the fourth quarter, despite unfavorable foreign exchange movements and lower average daily rates. Domestic gross bookings increased by 31% in the quarter year over year, driven by robust growth in the sale of "name your own price" and retail airline tickets, and hotel room night sales. S&P expects that the gross booking growth rate will moderate due to difficult economic conditions worldwide. The EBITDA margin increased to 17.6% in 2008, from 15.2% in the prior year. Growth in high-margin agency revenue from Booking.com and good operating leverage drove the margin expansion. Lease- adjusted EBITDA coverage of interest and lease-adjusted total debt to EBITDA were strong, at 26.2x and 1.2x, respectively. These ratios represent a marked improvement over the prior year's ratios of 18.8x and 2.6x. The company generated good discretionary cash flow, converting about 79.7% of EBITDA into discretionary cash flow, versus 61.4% the previous year. Standard & Poor's expects that the company will continue to generate healthy discretionary cash flow despite economic pressures. PRIMUS TELECOM: Court Approves 3rd Amended Disclosure Statement --------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved on Monday the disclosure statement explaining the third amended plan of reorganization filed by Primus Telecommunications Group, Inc., and its debtor-affiliates. The Court held that the disclosure statement contains adequate information as required under Section 1125 of the Bankruptcy Code. The Court will convene a hearing June 12 at 10:00 a.m. to consider confirmation of the Plan. Parties-in-interest have until June 5 to file confirmation objections. The Court also authorized the Debtors to start soliciting plan votes. Impaired creditors have until June 5 to cast a vote. The Debtors filed their Third Amended Plan and Disclosure Statement on April 24. They filed a Second Amended Plan and Disclosure Statement on April 20. * First Lien Secured Term Loan Claims, est. $96.25 million Under the Amended Plan, First Lien Secured Term Loan Claims in Classes 3A, 3B, 3C, and 3D under the Plan will be reinstated, as modified. On April 14, certain lenders under the $100 million senior secured term loan among the lenders; Primus Telecommunications Holding, Inc., Primus Telecommunications Group, Inc. as obligors; and certain affiliated subsidiary guarantors, agreed to amend the Term Loan. The Term lenders also entered into a forbearance agreement, agreeing to forbear certain remedies arising out of the Chapter 11 Cases. * IHC Second Lien Note Claims, est. $173 million Holders of IHC Second Lien Note Claims in Classes 4A, 4B, and 4C will receive their pro rata share of Modified IHC Second Lien Notes in the amount of $123 million and 50% of the Distributable New Equity in the reorganized company. The Debtors will also pay for the legal costs of Andrews Kurth LP, counsel the ad hoc group of IHC Second Lien Note Claim holders. IHC Second Lien Note Claim holders are expected to recover 92% to 100%. * Group Notes Claims, est. $57 million $34.2 million of 3-3/4% Convertible Senior Notes, $8.6 million of Step Up Convertible Subordinated Debentures, $14.2 million of 12-3/4% Senior Notes, plus all accrued and unpaid interest owing Holders of Group Notes Claims in Class 6A will receive warrants in the event the Holder votes for the Plan. Otherwise, they get nothing. The Debtors will pay the fees of counsel for Deutsche Bank National Trust Company as Indenture Trustee for Group's 3-3/4% Convertible Senior Notes due 2010 and Group's 12-3/4% Senior Notes due 2009, and HSBC Bank USA, N.A as Indenture Trustee for Group's Step Up Convertible Subordinated Notes due 2009. * Old Common Stock Interests Holders of common stock in Class 10(a)A will receive so-called Contingent Value Rights in the event Classes 6A and 10(a)A vote for the Plan. If either classes reject the Plan, class 10(a)A will get nothing. * Other Interests and Subordinated Claims Holders of Other Interests in Class 10(b)A and Subordinated Claims in Class 10(c)A are out of the money. Holders of General Unsecured Claims and Intercompany Claims are unimpaired under the Plan. At the request of the Debtors, CRT Investment Banking LLC performed a valuation analysis of Reorganized Group. The total enterprise value of Reorganized Group was assumed for the purposes of the Plan by the Debtors, based on advice from CRT, to be between approximately $320 million to $360 million -- with a baseline midpoint of $340 million -- as of an assumed Plan Effective Date on or about the beginning of July 2009. Term Loan Amendments The Term Loan Modification Term Sheet contemplates that Primus Holding or a Guarantor will continue to make interest payments as currently provided for in the Term Loan. The Term Loan Modification Term Sheet contemplates that the amortization schedule under the Term Loan will be modified so that principal payments will be due on these dates and in these amounts: Principal Payment Date Payment Amount ------------ -------------- March 31, 2009 $250,000 June 30, 2009 $250,000 September 30, 2009 $925,000 December 31, 2009 $925,000 March 31, 2010 $1,400,000 June 30, 2010 $1,400,000 September 30, 2010 $1,400,000 December 31, 2010 $1,400,000 February 18, 2011 Remaining Outstanding Principal In connection with the Term Loan Modification Term Sheet, the interest rate feature would change upon consummation of the Plan to (i) a cash payment of LIBOR plus 9.00% with a LIBOR floor of 3.00% or (ii) a cash payment of LIBOR plus 7.00% with a LIBOR floor of 3.00% and 4.00% in a payment in kind; either interest rate option will be selected at Holding's option with notice 30 days prior to each interest payment date. The Term Loan Modification Term Sheet provides for: * the replacement of Lehman Commercial Paper Inc., as Administrative Agent under the Term Loan, with a replacement agent reasonably acceptable to the Company and the Term Loan lenders; * first priority liens in all of the Collateral, except for Permitted Liens, with the same collateral basket as the Term Loan, subject to exceptions for certain specified account control agreements; * mandatory prepayments from (1) 25% of the proceeds of certain equity issuances (including 25% of the cash of businesses acquired in exchange for equity), (2) proceeds from debt issuances (other than as permitted under the Limitation of Indebtedness covenant), and (3) 80% of net cash proceeds from Asset Sales or insurance recoveries not otherwise reinvested in the business as provided thereunder; and * the ability of Holding to purchase annually up to $5 million in principal amount of Term Loans by Group or its affiliates at less than par in negotiated transactions without being subject to the pro-rata provisions (or purchases in excess of such annual amount by way of an offer to all holders of Loans) and the obligation to cancel Term Loans purchased by Group or its affiliates (without voting rights in respect of such acquired Term Loans). The Term Loan Modification Term Sheet provides for the modification of Term Loan covenants concerning the incurrence of debt, including the elimination of most of the exceptions to the limitation on debt incurrence other than (a) an aggregate of $50 million of specified Indebtedness -- of which approximately $40 million is currently outstanding; (b) an additional unsecured debt basket of up to an aggregate dollar cap of $7.5 million; (c) debt to finance acquisitions, which would be limited to 2.5 times the annual EBITDA acquired and satisfy certain Acquisition Debt Standards; and (d) additional permitted debt, including debt arising from the use of PIK. The Term Loan Modification Term Sheet provides for the inclusion of financial covenants concerning Minimum Adjusted EBITDA, Maximum Debt and Maximum Capital Expenditures and provides that: * the Adjusted EBITDA covenant initially will be calculated beginning September 30, 2009 based on the trailing four quarters for the periods ended September 30, 2009 and December 31, 2009, and such calculations will be made using Specified constant currency rates (e.g., CAD-0.80; AUD-0.65; EUR-1.275 and GBP-1.40); * currency rates in effect on December 31, 2009 and June 30, 2010 will be used for purposes of calculating compliance for quarters ended during the next succeeding six month periods, but such currency rates will not be used retroactively for any periods prior to such date; * Minimum Adjusted EBITDA compliance will be set at $50 million, calculated quarterly based upon the prior four quarters effective September 30, 2009. Failure to meet the Minimum Adjusted EBITDA covenant will not be an Event of Default, except in circumstances noted in the succeeding proviso, and would result in a financial penalty of $250,000 per quarter in incremental amortization plus a 50 basis point increase in the interest rate during the quarters of non- compliance, provided however that if the Adjusted EBITDA is below $42 million it will constitute an Event of Default. The minimum Adjusted EBITDA will be calculated quarterly based upon the last four quarters' results in a manner consistent with the definition used by the Company in past earnings releases, subject to the addition of reorganization cost adjustments and adjustments for divestitures and acquisitions. * Maximum Debt will be $270 million plus additional debt accrued from the use of PIK -- and for debt arising from acquisitions which debt would be limited to 2.5 times annual EBITDA acquired and as long as such debt satisfies Acquisition Debt Standards; the Maximum Debt covenant will be required to be maintained at all times following substantial consummation of the plan of reorganization; and * Maximum Capex will be $18 million in 2009 and $23 million in 2010, calculated annually effective December 31, 2009, and subject to adjustment for divestitures and acquisitions. Forbearance Agreement The Primus Term Loan Parties and certain lenders under the Term Loan on April 14, entered into the Forbearance Agreement. The Lenders agreed to forbear and to direct the Administrative Agent to forbear from exercising any or all of their rights and remedies under the Term Loan documents in respect of the Forbearance Defaults and Covenants, including rights associated with Defaults or Events of Default as a result of, arising in connection with, or related to the bankruptcy filing. The Forbearance Agreement requires the Debtors to achieve this timeline: Failure Event Trigger Date ------------- ------------ Failure of Debtors to file amended plan of reorganization with treatment set forth in Term Loan Modification Term Sheet and amended disclosure statement with the Court on or before April 20, 2009 Failure of Bankruptcy Court to enter Order approving Amended Disclosure Statement, in form and substance reasonably satisfactory to the Required Lenders, on or before May 15, 2009 Failure of Debtors and Required Lenders to modify agreements under Term Loan consistent with Term Loan Modification Term Sheet on or before May 15, 2009 Failure of Bankruptcy Court to enter Order confirming the Amended Plan on or before June 30, 2009 Failure of Debtors to consummate the Amended Plan on or before July 15, 2009 Failure of Debtors or non-Debtor subsidiaries to timely make, or fail payment of, scheduled principal or Prior to Plan interest required under Term Loan Effective Date A full-text copy of the Second Amended Plan is available at no charge at http://ResearchArchives.com/t/s?3c14 A full-text copy of the Second Amended Disclosure Statement is available at no charge at http://ResearchArchives.com/t/s?3c15 A full-text copy of the Third Amended Disclosure Statement is available at no charge at http://bankrupt.com/misc/PrimusDS.PDF About Primus Telecom PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) -- http://www.primustel.com-- is an integrated communications services provider offering international and domestic voice, voice-over-Internet protocol (VOIP), Internet, wireless, data and hosting services to business and residential retail customers and other carriers located primarily in the United States, Canada, Australia, the United Kingdom and Western Europe. PRIMUS provides services over its global network of owned and leased transmission facilities, including approximately 500 points-of-presence (POPs) throughout the world, ownership interests in undersea fiber optic cable systems, 18 carrier-grade international gateway and domestic switches, and a variety of operating relationships that allow it to deliver traffic worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia. The Company and four its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. D. Del. Lead Case No. 09-10867). George N. Panagakis, Esq., and T Kellan Grant, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the Debtors' proposed counsel. Davis L. Wright, Esq., Eric M. Davis, Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local counsel. The Debtor proposed CRT Investment Banking LLC as financial adviser and investment banker. When the Debtors filed for protection from their creditors, they listed assets between $100 million and $500 million, and debts between $500 million and $1 billion. PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down By $461.5MM ------------------------------------------------------------- Primus Telecommunications Group, Inc., and its debtor-affiliates have delivered to the Securities and Exchange Commission their Annual Report on Form 10-K for the year ended December 31, 2008. About a week later, the Debtors filed an amendment to their 10-K report to disclose information about management, including executive compensation. For year 2008, Primus posted a $25.03 million net loss on net revenue of $895.8 million. As of December 31, 2008, Primus had $330.4 million in total assets and $791.9 million in total liabilities, resulting in $461.5 million in stockholders' deficit. As of December 31, 2008, the Company had an accumulated deficit of $1.09 billion. A full-text copy of Primus' Annual Report is available at no charge at http://ResearchArchives.com/t/s?3c12 A full-text copy of the amendment to Primus' Annual Report is available at no charge at http://ResearchArchives.com/t/s?3c13 About Primus Telecom PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) -- http://www.primustel.com-- is an integrated communications services provider offering international and domestic voice, voice-over-Internet protocol (VOIP), Internet, wireless, data and hosting services to business and residential retail customers and other carriers located primarily in the United States, Canada, Australia, the United Kingdom and Western Europe. PRIMUS provides services over its global network of owned and leased transmission facilities, including approximately 500 points-of-presence (POPs) throughout the world, ownership interests in undersea fiber optic cable systems, 18 carrier-grade international gateway and domestic switches, and a variety of operating relationships that allow it to deliver traffic worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia. The Company and four its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. D. Del. Lead Case No. 09- 10867). George N. Panagakis, Esq., and T Kellan Grant, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the Debtors' proposed counsel. Davis L. Wright, Esq., Eric M. Davis, Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local counsel. The Debtor proposed CRT Investment Banking LLC as financial adviser and investment banker. When the Debtors filed for protection from their creditors, they listed assets between $100 million and $500 million, and debts between $500 million and $1 billion. RAVELLO LANDING: Wants to Hire Gordon Silver as Bankruptcy Counsel ------------------------------------------------------------------ Ravello Landing, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ Gordon Silver, Ltd., as counsel. Gordon Silver will: a. prepare on behalf of the Debtor, as debtor-in-possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; b. to take all necessary or appropriate actions in connection with a Plan or Plans of Reorganization and related disclosure statement and all related documents, and further actions as may be required in connection with the administration of the Debtor's estate; c) take all necessary actions to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and d) perform all other necessary legal services in connection with the prosecution of this Chapter 11 case. The Debtor tells the Court that for one-year period preceding its petition date, the Debtor paid Gordon Silver $14,303 for legal services rendered in connection with its restructuring. Gordon Silver also holds a $32,724 retainer. The hourly rates of Gordon Silver's professionals are: Shareholders $410 - $610 Associates $185 - $395 Paraprofessionals $175 Law Clerks $145 To the best of the Debtor's knowledge, Gordon Silver is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gordon & Silver, Ltd. 3960 Howard Hughes Parkway, 9th Flr. Las vegas, NV 89109 Tel: (702) 796-5555 About Ravello Landing, LLC Headquartered in Henderson, Nevada, Ravello Landing, LLC -- http://ravellolanding.com/-- owns a single asset real estate. The Debtor filed for Chapter 11 protection on April 14, 2009 (Bankr. D. Nev. Case No. 09-15672). Brigid M. Higgins, Esq., at Gordon & Silver, Ltd., represents the Debtor in its restructuring efforts. The Debtor listed total assets of $30,162,526 and total debts of $16,154,355. RED TOP: Gets Bridge Order on $2.6MM DIP Loan from Secured Lenders ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Indiana issued a bridge order authorizing Red Top Rentals, Inc., to: a) obtain postpetition financing of up to $2.6 million from the Debtor's prepetition secured senior lender; b) use prepetition cash collateral of the senior lender and to provide adequate protection to the senior lender; c) grant the DIP lender security interests in all of Debtor's owned and after-acquired property to secure the Debtor's obligations under the DIP loan; and d) grant the DIP Lender superpriority claims with respect to the Debtor's obligations under the DIP loan over any and all administrative expenses. The Debtor's operations have been financed through cash flow from business operations and from financing provided by M&I Marshall & Ilsley Bank in participation with Indiana Bank & Trust. As of Red Top's petition date, the senior lender has asserted first priority secured claims against the Debtor in the principal amount of not less than $20.0 million, by virtue of (a) the loan agreement executed by the Debtor dated June 28, 2006, as amended; (b) a note dated June 28, 2006, as amended, in the principal amount of $30.0 million; (c) a note dated June 28, 2006, as amended, in the principal amount of $3.0 million; and (d) a security agreement dated June 28, 2006, as amended. The senior lender has asserted that the prepetition obligations are secured by a duly perfected first priority security interest and liens in substantially all of the Debtor's business assets, with priority over all liens, claims, and interests of all other persons and entities including the Debtor; that the prepetition obligations constitute an allowable claim; and the prepetition obligations are due and payable without defense, set off, or counterclaim. The senior lender maintains that the proceeds of the prepetition collateral constitute cash collateral. As of the petition date, Debtor had cash in the sum of approximately $172,829, accounts receivable of $7.0 million, and inventory of $20.0 million. The Debtor notes that lenders other than the senior lender may have an interest in Debtor's cash collateral, as interest in rental income from the lease of Debtor's inventory which falls within the definition of proceeds. However the Debtor believes that more than 90% of the cash collateral belongs to the senior lender. These lenders may include Caterpillar Financial Services Corporation, CitiCapital Commercial Corporation, DeLage Landen Financial Services, Inc., and Rudd Equipment Company, Inc. The senior lender agreed to extend post-petition secured credit of $2.6 million to the Debtor until the entry of the final order. In particular, the Debtor will be and is authorized to obtain credit from and incur secured indebtedness to lender as: The Debtor was unable to obtain credit without the Debtor granting liens on all of the assets of the Debtor. Salient Terms of the DIP Loan The cash collateral will be used by the Debtor to pay: A. its actual operating expenses, which are the same or similar to those experienced by it in the past operation of the business and which are necessary to the continued operation of the business; B. maintenance and preservation of property of the estate; C. current taxes incurred in the operation of the business; and D. payment of expenses associated with the Chapter 11 case, including United States Trustee's fees and professional fees and expenses. The DIP Lender will receive perfected senior liens with priority over all other liens attaching to Debtor's collateral. The DIP Lender is also granted replacement liens to provide the DIP Lender with adequate protection. The Debtor's postpetition lien and replacement liens will have priority as well. About Red Top Rentals, Inc. Headquartered in Indianapolis, Indiana, Red Top Rentals, Inc. -- http://www.redtoprentals.com/-- rents construction equipment including trucks, dozers, scrapers, excavators, graders, rubber- tired loaders, crawler loaders, loader-backhoes, hydraulic hammers, skid steer loaders, sheepsfoot rollers, smooth drum rollers, draglines and other construction related items. The Company filed for Chapter 11 on April 20, 2009 (Bankr. S. D. Ind. Case No. 09-05229). Jeffrey M. Hester, Esq., at Tucker Hester, LLC, represents the Debtor in its restructuring efforts. The Debtor listed total assets of $23,249,558 and total debts of $32,892,169. RED TOP: Wants to Hire Tucker Hester as General Bankruptcy Counsel ------------------------------------------------------------------ Red Top Rentals, Inc., asks the U.S. Bankruptcy Court for the Southern District of Indiana to employ Tucker Hester, LLC, as general counsel. Tucker Hester will: a. take necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as debtor-in-possession, necessary or appropriate motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtor's estate; c. provide advice, representation, and preparation of necessary documentation and pleadings regarding debt restructuring, statutory bankruptcy issues, postpetition financing, securities laws, real estate, employee benefits, environmental, business and commercial litigation, tax, and, as applicable, asset dispositions; d. counsel the Debtor with regard to its rights and obligations as debtor-in-possession, and its powers and duties in the continued management and operations of its businesses and properties; e. take necessary or appropriate actions in connection with a Plan or Plans of Reorganization and related disclosure statement and all related documents, and further actions as may be required in connection with the administration of the Debtor's estate; and f. act as general bankruptcy counsel for the Debtor and perform all other necessary or appropriate legal services in connection with the Chapter 11 case. The hourly rates of professionals working in the Chapter 11 case are: William J. Tucker, member $425 John K. McDavid, of counsel $350 Jeffrey M. Hester, member $325 Edward B. Hopper, II, associate $325 Steven K. Dick, of counsel $315 Niccole R. Sadowski, associate attorney $275 Lara B. O'Dell, associate attorney $275 Kathy Shamblin, legal assistant $120 Tracy Wilkerson, legal assistant $120 Beth Adams, legal assistant $120 Christina Cremeans, legal assistant $120 Lisa Bierman, legal assistant $120 Prior to the Red Top's petition date, the Debtor paid an initial retainer of $160,000. There remains $127,610 in the retainer after application of prepetition services and expenses. The firm was also paid from Debtor's operations for most prefiling billing of $218,588. Mr. Hester assures the Court that Tucker Hester is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Hester can be reached at: Tucker Hester, LLC 429 N. Pennsylvania St., Ste. 100 Indianapolis, IN 46204-1816 Tel: (317) 833-3030 Fax: (317) 833-3031 About Red Top Rentals, Inc. Headquartered in Indianapolis, Indiana, Red Top Rentals, Inc. -- http://www.redtoprentals.com/-- rents construction equipment including trucks, dozers, scrapers, excavators, graders, rubber- tired loaders, crawler loaders, loader-backhoes, hydraulic hammers, skid steer loaders, sheepsfoot rollers, smooth drum rollers, draglines and other construction related items. The Company filed for Chapter 11 on April 20, 2009 (Bankr. S. D. Ind. Case No. 09-05229). Jeffrey M. Hester, Esq., at Tucker Hester, LLC, represents the Debtor in its restructuring efforts. The Debtor listed total assets of $23,249,558 and total debts of $32,892,169. REGENT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'CCC' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Covington, Kentucky-based Regent Communications Inc. to 'CCC' from 'CCC+'. S&P also lowered its issue-level rating on subsidiary Regent Broadcasting LLC's secured credit facilities to 'CCC' from 'CCC+', in accordance with the corporate credit rating change. The recovery rating on this debt remains unchanged at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The corporate credit and issue-level ratings on the company remain on CreditWatch with developing implications, where they were placed on April 8, 2009. "The downgrade and continued CreditWatch listing reflect uncertainty regarding the ultimate outcome of negotiations with lenders as the company nears the end of its 30-day grace period to remedy a "specified default" under its credit agreement," explained Standard & Poor's credit analyst Michael Altberg. Regent's auditors had raised doubt whether the company could continue as a going concern in its 10-K, based on their lack of certainty whether Regent could remain within financial covenant compliance in 2009. The going concern opinion triggered an event of default under the credit agreement. "Developing" implications suggest that ratings could be either raised or lowered, depending on whether Regent can obtain an amendment and on what terms. If the company is able to obtain an amendment, in which increased interest rates do not significantly impede discretionary cash flow or EBITDA coverage of interest and amended covenant levels are set with sufficient headroom to allow for potential meaningful EBITDA declines in 2009 (20% to 25% range) and a potentially muted rebound in 2010, S&P could raise the rating. Under this scenario, S&P expects upgrade potential of at least one notch, and as much as two notches depending on the extent of covenant relief and S&P's outlook for 2010. On the other hand, if the company is unable to obtain an amendment, S&P could further lower the rating. For the fourth quarter of 2008, revenue and EBITDA decreased 5% and 6%, respectively, as a 3% decline in operating expenses helped to partially offset advertising weakness. The company continues to outperform the overall radio industry, which experienced revenue declines of 11% for the fourth quarter and 13% in terms of local and national advertising. EBITDA coverage of interest was good for the rating, at 2.5x as of Dec. 31, 2008. Although the company has adequate interest coverage metrics and modest discretionary cash flow, which provide some flexibility against increases in interest expense that could accompany an amendment, S&P views the coming year as holding major difficulties for the radio industry until the recession bottoms out. In resolving the CreditWatch listing, S&P will continue to monitor the company's negotiations with lenders and review the terms of a potential amendment. RENAISSANCE CUSTOM: May File Reorganization Plan Mid-May -------------------------------------------------------- Wendy Culverwell at Portland Business Journal reports that Renaissance Custom Homes LLC expects to file its reorganization plan in May. Business Journal relates that Renaissance Custom has until May 9 to submit its reorganization plan to the court. Business Journal states that Timothy J. Conway, Esq., at Tonkon Torp LLP, who represents Renaissance in its bankruptcy proceedings, expects to seek an extension and will file the plan by the middle of May. According to Business Journal, Renaissance Custom could emerge from bankruptcy as early as September. Business Journal relates that Renaissance President Randy Sebastian and the Company's bankruptcy attorney said that the Company and its two sister firms are strong and well on the way to emerging from bankruptcy. Business Journal states that Renaissance Custom reported in February 2009 that it had $13,449 in cash, which then improved in March 2009 as sales picked up. Court documents say that Renaissance Custom reported that it had $45,214 in cash in March. According to Business Journal, Renaissance Custom has $1.7 million available on a $1.975 million line of credit from Sterling Savings Bank. Business Journal Renaissance says that Custom President Sebastian and his wife also contributed $1.8 million in personal funds to the Company's continued operations and will contribute another $6.5 million from their 2008 federal income tax return, bringing the total to more than $8 million, or about $2 million. The report states that most of the money Renaissance Custom received hasn't been used. Renaissance Custom has sold 11 homes this year and is currently negotiating to sell five more houses, Business Journal reports, citing Mr. Sebastian. Business Journal relates that these banks are also offering fixed- rate mortgages with interest rates below 4%: -- Sterling, -- Homestreet Bank, -- Washington Federal Bank, and -- Banner Bank. Headquartered in Lake Oswego and West Linn, Oregon, Renaissance Customs Homes LLC -- http://www.renaissance-homes.com/-- engages in residential real estate and home-building business. The company and two of its debtor-affiliates filed separate petitions for Chapter 11 relief on September 25, 2008 (Bankr. D. Ore. Lead Case No. 08-35023). Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy J. Conway, Esq., at Tonkon Torp LLP, represent the Debtors as counsel. An Official Committee of Unsecured Creditors has been appointed in the case. RITE AID: Fitch Affirms Issuer Default Rating at 'B-' ----------------------------------------------------- Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at 'B-' and revised the Rating Outlook to Negative from Stable. Rite Aid had $6 billion of book debt outstanding as of February 28, 2009. Fitch has also taken these rating actions based on its recovery analysis and Fitch's revised rating definitions as of March 2009: -- Secured revolving credit facility and term loans affirmed at 'BB-/RR1'; -- Second lien senior secured notes affirmed at 'BB-/RR1'; -- Guaranteed senior unsecured notes changed to 'CCC/RR5 from 'CCC/RR6'; -- Non-guaranteed senior unsecured notes downgraded to 'CC/RR6' from 'CCC-/RR6'. The Outlook revision reflects the significant refinancing risk in 2010 and the increasing pressure on front-end same store sales which could stall operating improvement at both core Rite Aid and Brooks Eckerd stores. The ratings consider Rite Aid's high leverage and limited capital for investment, operating statistics that significantly trail its two major competitors and the ongoing risk of improving operations at the acquired Brooks Eckerd stores. The ratings also reflect Rite Aid's strong market share position within the drug retailing sector and management's concerted efforts to improve the productivity of its store base and manage liquidity through working capital reductions and other cost cutting initiatives. Rite Aid is the third largest drugstore chain in the United States based on revenues and number of stores, generating $26 billion in revenues and operating 4,901 stores in 31 states and D.C. as of Feb. 28, 2009. Rite Aid's acquisition of Brooks Eckerd stores in June 2007 solidified its position as the leading drugstore retailer in the Eastern U.S. Rite Aid enjoys a top two market position in approximately 67% of the eastern metropolitan markets and a top three market position in 73% of the top 233 markets in which it operates. However, Rite Aid's operating metrics significantly lag those of its largest competitors, CVS Caremark and Walgreen. This is particularly evident on the prescription side of the business. Average weekly prescriptions per store for Rite Aid has been flat at around 1,150 for the last few years versus Walgreen at 1,835 and CVS Caremark at 1,630 in their most current fiscal years. One of the main reasons Rite Aid has been challenged in improving its pharmacy comparable store sales is that it has been capital constrained relative to its major peers. As pharmacy accounts for 67% of total revenue, Fitch views pharmacy same store sales improvement as a key factor in strengthening EBITDA margin - which at 3.7% (excluding non-cash and merger related expenses) for fiscal year 2009 ended Feb. 28, 2009 - is significantly below its two leading competitors' margins at 7.5-9%. For the Brooks Eckerd stores acquired in June 2007, same store sales trends improved in FY2009 but overall sales and EBITDA margin trends are improving at a slower rate than originally expected. As a result, while overall sales grew 8.1%, Rite Aid's EBITDA remain essentially flat in FY2009 at $965 million and free cash flow was negative $101 million (excluding proceeds from sales- leaseback transactions). Rite Aid's leverage remains high with total adjusted debt/EBITDAR of 7.4 times (x) for FY2009, versus 7.3x at the end of FY2008 and 6.3x at the end of FY2007. In an effort to generate free cash flow in FY2010, Rite Aid is implementing a number of initiatives to improve sales productivity and manage working capital and has reduced capital expenditures (to $250 million from $541 million in FY2009 including prescription file buys). However, Fitch expects anemic pharmacy same store sales and the deterioration in the higher margin front- end same store sales since November 2007 could pressure gross margins and free cash flow. This would hinder Rite Aid's ability to pay down borrowings under its credit facility and improve its credit metrics from current levels. Rite Aid has adequate liquidity through FY2010. As of Feb. 28, 2009, Rite Aid had $152 million in cash on its balance sheet and $724 million in borrowing capacity under its $1.75 billion revolving credit facility, net of outstanding borrowings of $838 million and letters of credit of $188 million. However, Fitch is concerned about the significant refinancing risk in 2010 with its $345 million first lien accounts receivable securitization facility maturing in January 2010 (with backstop financing available in place through September 2010) and its $1.75 billion credit facility, $145 million term loan, and $225 million second priority accounts receivable securitization term loan all due in September 2010. Refinancing these facilities and term loans will be critical for Rite Aid. Fitch notes that given the current credit environment, any refinanced debt is likely to have higher pricing and more restrictive terms that could pressure Rite Aid's coverage metrics and impede its ability to invest in stores. The issue ratings shown above are derived from the IDR and the relevant recovery rating, reflecting the new rating definitions as of March 2009. The terms loans and revolving credit facility have a first lien on the company's cash, accounts receivable (to the extent not utilized by securitization facilities), investment property, inventory and scrip lists, and is guaranteed by Rite Aid's subsidiaries giving them an outstanding recovery (91-100%). The senior secured credit facility requires the company to maintain a minimum fixed charge coverage ratio only if availability on the revolving credit facility is less than $100 million. As of Feb. 28, 2009, Rite Aid's fixed charge coverage ratio was above the minimum required amount. Rite Aid's senior secured notes have a second lien on the same collateral as the revolver and term loans and are guaranteed by Rite Aid's subsidiaries are also expected to have an outstanding recovery prospects. Given the amount of secured debt in the company's capital structure, the unsecured guaranteed notes are assumed to have below average recovery prospects (11-30%) and unsecured notes and convertible bonds are assumed to have poor recovery prospects (0%-10%) in a distressed scenario. Fitch's recovery analysis assumes a liquidation value under a distressed scenario of $5.4 billion on inventory, owned real estate and prescription files. ROGER & SONS: Case Summary & 20 Largest Unsec. Creditors -------------------------------------------------------- Debtor: Roger & Sons Construction, Inc. aka Roger & Sons Mill Maintenance, Inc. aka Roger & Sons, Inc 4715 Euclid Avenue East Chicago, IN 46312 Bankruptcy Case No.: 09-21594 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division) Debtor's Counsel: Kenneth A. Manning, Esq. James, James & Manning, P.C. 200 Monticello Drive Dyer, IN 46311 Tel: (219) 865-8376 Fax: (219) 865-4054 Email: Ken@jamesjamesmanning.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including their list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/innb09-21594.pdf The petition was signed by Nancy E. Martinez, assistant vice president of the Company. SEEQPOD INC: In Acquisition Talks With Apple Competitor, Says CEO ----------------------------------------------------------------- Richard Menta posted on MP3 Newswire that SeeqPod, Inc., CEO Kasian Franks "is in the process of moving a few servers due to an acquisition by a media company" that was a competitor to Apple. Mr. Franks wouldn't disclose more details on the talks, says Mr. Menta. Robin Wauters at Techcrunch.com reports that the SeeqPod search service went down on Friday afternoon. Seeqpod posted on its Web site that it was having server issues and that the service would be restored once the technical problems were solved. According to Techcrunch.com, the site went down again 45 minutes after the notice was published and has been unavailable since Saturday. Techcrunch.com relates that there's still no 100% certainty that Seeqpod has permanently closed shop. Saratoga, California-based SeeqPod, Inc., is a "playable media" search service that many music sites use as the foundation for their core offering. The Company filed for Chapter 11 bankruptcy protection on March 30, 2009 (Bankr. N.D. Calif. Case No. 09- 52226). Scott L. Goodsell, Esq., at Campeau, Goodsell Smith, assists the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. SFK PULP: Termination of Abitibi Deal Cues Moody's Rating Reviews ----------------------------------------------------------------- Moody's Investors Service places SFK Pulp Fund's ratings on review for possible downgrade. The rating action was prompted by the announcement by SFK that it received notice from Abitibi- Consolidated Company of Canada to terminate its agreement to supply fibre and bark to SFK's Saint-Felicien Mill effective immediately. The Saint-Felicien Mill currently purchases approximately 80% of its wood fibre and bark requirements from Abitibi. Under the fibre supply agreement, Abitibi is required to supply a certain volume of fibre pursuant to a price formula for a period of 20 years. In connection with Abitibi's recent bankruptcy filing, Abitibi has the right to terminate all of its contracts, subject to obtaining consent from the court. SFK and Abitibi have agreed to meet in the coming days to negotiate a new arrangement. SFK is also currently evaluating the possibility of contesting the termination of the supply agreements. In addition to financial and operating impacts, the cancelled contracts may also constitute a breach under SFK's credit agreement. Moody's review will focus on SFK's ability to secure an appropriate fibre supply for SFK's Saint-Felicien Mill and assess the impact of the termination of the supply agreements on SFK's credit agreements and liquidity position. On Review for Possible Downgrade: Issuer: SFK Pulp Fund -- Probability of Default Rating, Placed on Review for Possible Downgrade, currently B1 -- Speculative Grade Liquidity Rating, Placed on Review for Possible Downgrade, currently SGL-2 -- Corporate Family Rating, Placed on Review for Possible Downgrade, currently B1 -- Senior Secured Bank Credit Facility, Placed on Review for Possible Downgrade, currently Ba3, LGD3, 37% Outlook Actions: Issuer: SFK Pulp Fund -- Outlook, Changed To Rating Under Review From Negative Moody's last rating action was on February 4, 2009 when SFK's rating outlook was revised to negative and the company's existing ratings were affirmed. Headquartered in Saint-Felicien, Quebec, SFK is a publicly traded income trust that operates a northern bleached softwood kraft pulp mill in Saint-Felicien, Quebec (approximately 450 kilometers north of Montreal) and two recycled bleached kraft pulp mills in Menominee, Michigan and Fairmont, West Virginia. SHANE CO: Seeks August 10 Extension to File Chapter 11 Plan ----------------------------------------------------------- Shane Co. asks the Hon. Howard R. Tallman of the United States Bankruptcy Court for the District of Colorado to extend until August 10, 2009, its exclusive periods to propose and obtain confirmation of a Chapter 11 plan of reorganization. The Debtor said it is refining its overall financial projections and formulating proposed terms of a plan of reorganization, in consultation with the Official Committee of Unsecured Creditors and its financial advisors. Given this uncertain economy, the Debtor said it is critical that it be comfortable with its ability to perform under its own financial projections prior to committing to the terms of a plan. In addition, the Debtor is in the process of contacting each of its landlords to attempt to negotiate modifications to the terms of each of its leases that would help the Debtor in making a final decision on whether to assume or reject each lease. While substantial progress has been made by the Debtor in these negotiations, they are not yet fully concluded, and thus the Debtor cannot yet make final decisions as to whether to assume or reject each lease. Furthermore, the Debtor continues to monitor the financial performance of each store location, which will also affect its decision as to whether to assume or reject the lease for each location. The members of the Committee are Milan Mehta at Dison Gems Inc., Katie Holloway at Clear Channel Radio, Dominick Venditto at Novell Enterprises Inc., Jay Weinblatt at Leo Schachter Diamonds LLC, Harsh Mehta at Eurostar Belgium Inc., Ann Arnold at Lieberfarb Inc., and Kenneth Wilson at Nelson Jewellery Arts Co. Ltd. Choen Tauber Spievack & Wagner P.C., represents the Committee. In a separate motion, the Debtor sought an extension of the period within which it may assume or reach its leases of non-residential real property. The Debtor said it requires additional time to analyze the financial performance of each location prior to making a final decision on whether to retain each such lease. It would be far preferable to propose to assume or reject all leases in the context of a plan of reorganization, rather than in isolation. Headquartered in Centennial, Colorado, Shane Co. -- http://www.shaneco.com/-- sells jewelry. The company filed for Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No. 09-10367). Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the Debtor's local counsel. Charles F. McVay, the United States Trustee for Region 19, appointed six creditors to serve on an Official Committee of Unsecured Creditors. Cohen Tauber Spievack & Wagner P.C. represents the Committee. The Debtor proposed Kurtzman Carson Consultants LLC as its claims agent. When the Debtor filed for protection from its creditor, it listed assets and debts between $100 million and $500 million each. SHANE CO: Court Sets June 29 as General Claims Bar Date ------------------------------------------------------- The Hon. Howard R. Tallman of the United States Bankruptcy Court for the District of Colorado set June 29, 2009, as the deadline for creditors of Shane Co. to file proofs of claim. Judge Tallman set July 13, 2009, as the deadline for governmental units to file proofs of claim. All proofs of claims must be delivered to: Shane Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (866) 381-9100 Headquartered in Centennial, Colorado, Shane Co. -- http://www.shaneco.com/-- sells jewelry. The company filed for Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No. 09-10367). Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the Debtor's local counsel. Charles F. McVay, the United States Trustee for Region 19, appointed six creditors to serve on an Official Committee of Unsecured Creditors. Cohen Tauber Spievack & Wagner P.C. represents the Committee. The Debtor proposed Kurtzman Carson Consultants LLC as its claims agent. When the Debtor filed for protection from its creditor, it listed assets and debts between $100 million and $500 million each. SHANE CO: Files Amended Schedules Assets and Liabilities -------------------------------------------------------- Shane Co. filed with the United States Bankruptcy Court for the District of Colorado its amended schedules of assets and liabilities, and statement of financial affairs. Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property B. Personal Property $131,891,402 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $31,186,803 E. Creditors Holding Unsecured Priority Claims $481,066 F. Creditors Holding Unsecured Non-priority Claims $70,525,775 ------------ ------------ TOTAL $131,891,402 $102,193,644 A full-text copy of the Debtor's amended schedules of assets and liabilities is available at http://ResearchArchives.com/t/s?3c0b A full-text copy of the Debtor's amended statements of financial affairs is available at http://ResearchArchives.com/t/s?3c0c Headquartered in Centennial, Colorado, Shane Co. -- http://www.shaneco.com/-- sells jewelry. The company filed for Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No. 09-10367). Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the Debtor's local counsel. Charles F. McVay, the United States Trustee for Region 19, appointed six creditors to serve on an Official Committee of Unsecured Creditors. Cohen Tauber Spievack & Wagner P.C. represents the Committee. The Debtor proposed Kurtzman Carson Consultants LLC as its claims agent. When the Debtor filed for protection from its creditor, it listed assets and debts between $100 million and $500 million each. SILVERHAWK COMMONS: Taps Polis & Associates as Insolvency Counsel ----------------------------------------------------------------- Silverhawk Commons, LLC, asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Polis & Associates, APLC, as general insolvency counsel. Polis & Associates, APLC, will: 1. advise the Debtor with respect to its rights, powers, duties and obligations as debtor-in-possession in the administration of the bankruptcy case, the management of its business affairs and the management of its properties; 2. prepare pleadings, applications and conduct examinations incidental to the administration of this bankruptcy case; 3. advise and represent the Debtor in connection with all applications, motions or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of a trustee or examiner and all other similar matters; 4. analyze claims of creditors filed against the Debtor's bankruptcy estate; 5. advise and assist the Debtor in the formulation and presentation of a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; and 6. perform any and all other legal services incident and necessary for the prosecution of the Debtor's bankruptcy estate. The Debtor tells the Court that Polis & Associates, APLC, was paid a prepetition retainer that will be drawn down postpetition pursuant to the Court's and the United States Trustee's Guidelines. To the best of the Debtor's knowledge, Polis & Associates, APLC is "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Polis & Associates, APLC can be reached at: Polis & Associates, APLC 19800 MacArthur Blvd., Ste. 1000 Irvine, CA 92612-2433 Tel: (949) 862-0040 Fax: (949) 862-0041 About Silverhawk Commons, LLC Murrieta, California-based Silverhawk Commons, LLC filed for Chapter 11 on April 16, 2009 (Bankr. C. D. Calif. Case No. 09- 17562). The Debtor has assets and debts both ranging from $10 million to $50 million. SIMPLON BALLPARK: U.S. Trustee Wants Case Converted or Dismissed ---------------------------------------------------------------- Tiffany L. Carroll, the United States Trustee for Region 15, asks the United States Bankruptcy Court for the Southern District of California to dismiss the Chapter 11 case of Simplon Ballpark LLC or convert its case to a Chapter 7 liquidation proceeding. The Trustee argues that the Debtor has failed to (i) file monthly operating reports since May 2008; (ii) pay fees due and owing since the second quarter of 2008; and (iii) confirm a plan of reorganization. Although the Debtor filed a plan of reorganization on July 25, 2008, it failed to obtain confirmation after more than 13 months under Chapter 11, the Trustee points out. The Trustee further argues that no further progress has been made in the Debtor's case since the loss of its primary real estate asset. A hearing is set for July 10, 2009, at 11:00 a.m., at Courtroom 1, Room 218, Weinberger Courthouse, to consider the Trustee's request. About Simplon Ballpark Headquartered in San Diego, California, Simplon Ballpark, LLC is a real estate developer. The Company filed for Chapter 11 protection on March 4, 2008 (Bankr. S.D. Calif. Case No. 08-01803). Hanno T. Powell, Esq., at Powell & Pool represents the Debtor. The U.S. Trustee for Region 16 has not appointed creditors to serve on an Official Committee of Unsecured Creditors. When it filed for protection from its creditors, the company listed assets and debts of both between $100 million and $500 million. SMITHFIELD FOODS: Swine Flu Outbreak No Impact Yet, Says Moody's ---------------------------------------------------------------- Moody's Investors Service commented that the outbreaks of swine influenza A (H1N1) in Mexico, the United States and Europe have not at this time had an impact on the ratings of Smithfield Foods, Inc. The company's ratings include its B1 corporate family rating and its SGL-4 speculative grade liquidity rating. The rating outlook is negative. Smithfield announced that it has found no clinical signs or symptoms in the swine herd or employees in the Mexican joint ventures. The company's Mexican joint ventures produce live hogs for the local market, and do not export. The joint ventures routinely administer influenza virus vaccination to herds and test herds monthly for the presence of 'swine flu'. The previous rating action on October 28, 2008 confirmed the company's long-term ratings, affirmed its SGL-4 and assigned a negative outlook. Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is the world's largest pork producer and processor. Sales for the twelve months ended February 1, 2009, excluding the revenues of its former beef business, were approximately $12.5 billion. SOURCE INTERLINK: To Eliminate $1-Bil. Debt in Prepack Bankruptcy ----------------------------------------------------------------- Source Interlink Companies, Inc., has reached a restructured agreement with its lenders to eliminate approximately $1 billion dollars of existing debt and privatize the company. Under the agreement, the company's lenders will cancel nearly $1 billion of the company's existing debt and provide approximately $100 million in additional liquidity. Source Interlink, in agreement with its lenders, will pay all of its vendors in full and on time if they agree to maintain current credit and payment terms. To facilitate the restructuring, the Company filed a lender-approved pre-packaged Plan of Reorganization under Chapter 11 in the U.S. Bankruptcy Code. The Company anticipates it will emerge within 35 days. Source Interlink Chairman and Chief Executive Officer Greg Mays said, "We couldn't be more pleased, this restructuring will materially reduce our interest expense and debt levels, substantially improve free cash flow and allow us to capitalize on several operational opportunities to further improve and grow our business." "Current management will remain in place, daily operations will continue as usual, and our employees will continue to do what they do best -- provide exceptional service to our customers. Importantly, all of our vendors will be paid in full for both pre- petition and on going charges according to our terms of trade. It's business as usual at Source Interlink" Mr. Mays added. Source's business partners support the restructuring as well. Bob Castardi, President of Curtis Circulation Company said, "The Curtis Circulation Company is very encouraged about being a valued trading partner. Source Interlink Companies' reorganization will reduce any concerns going forward as to their financial stability. We at Curtis embrace the fact Source got out in front of this!" Michael Sullivan, CEO of CMG, a national distributor of Source stated, "When Source presented their reorganization plan in detail we were very relieved to understand the huge debt write off. This will allow CMG to move forward with new initiatives knowing that Source Interlink Companies will be in a very favorable financial position." As a result of this agreement, Source Interlink has cancelled its investor call previously scheduled for May 1, 2009. On March 11, 2009, the Compensation Committee of the Board of Directors of the Company terminated the Source Interlink Companies, Inc. Supplemental Executive Retirement Plan effective February 1, 2009. In connection with the termination, the Company agreed to make payments to these individuals. All settlement payments will become payable between February 1, 2010 and January 31, 2011: James R. Gillis $1,835,153 Alan Tuchman $318,168 Marc Fierman $206,945 About Source Interlink Bonita Springs, Florida-based Source Interlink Companies, Inc., -- http://www.sourceinterlink.com/-- is a U.S. distributor of home entertainment products and services and one of the largest publishers of magazines and online content for enthusiast audiences. Source Interlink Media, LLC publishes more than 75 magazines and 90 related Web sites. Source Interlink Distribution services tens of thousands of retail store locations throughout North America distributing DVDs, music CDs, magazines, video games, books, and related items. In addition to distributing more than 6,000 distinct magazine titles annually, the Company maintains the largest in-stock catalog of CDs and DVDs in the US -- a combined total of more than 260,000 titles. Supply chain relationships include consumer goods advertisers, subscribers, movie studios, record labels, magazine, book, and newspaper publishers, confectionary companies and manufacturers of general merchandise. SOURCE INTERLINK: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Source Interlink Companies, Inc. 27500 Riverview Center Boulevard, Suite 400 Bonita Springs, FL 34134 Bankruptcy Case No.: 09-11424 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- AEC Direct, LLC 09-11425 Automotive.com, LLC 09-11426 Canoe & Kayak, Inc. 09-11427 Directtou, Inc. 09-11428 Enthusiast Media Subscription Company, Inc. 09-11429 Motor Trend Auto Shows, LLC 09-11430 RDS Logistics, LLC 09-11431 Source-Chestnut Display Systems, Inc. 09-11432 Source Home Entertainment, Inc. 09-11433 Source Interlink Distribution, LLC 09-11434 Source Interlink International, Inc. 09-11435 Source Interlink Magazines, LLC 09-11436 Source Interlink Manufacturing, LLC 09-11437 Source Interlink Media, LLC 09-11438 Source Interlink Retail Services, LLC 09-11439 Source Mid Atlantic News, LLC 09-11440 The Interlink Companies, Inc. 09-11441 Type of Business: The Debtors operate as a marketing and merchandising company of entertainment products in North America. The Debtors' products include DVDs, CDs, magazines, books, and related items. In addition, the Debtors engage in the publication of print and digital content to the enthusiast community in the United States via publications, Web sites, and events. See http://www.sourceinterlink.com/ Chapter 11 Petition Date: April 27, 2009 Court: District of Delaware (Delaware) Judge: Kevin Gross Co-Counsel: Laura Davis Jones, Esq. ljones@pszjlaw.com Mark M. Billion, Esq. mbillion@pszjlaw.com Timothy P. Cairns, Esq. Pachulski Stang Ziehl Young Jones 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 tcairns@pszjlaw.com General Counsel: Kirland & Ellis LLP Financial Advisor: Meolis & Company LLC Claims Agent: Kurtzman Carson Consultants LLC The Debtors' financial condition as of April 24, 2009: Total Assets: $2,436,005,000 Total Debts: $1,995,504,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Hsbc Bank Usa National Note Debt $455,000,000 Association, as Indenture Trustee to Senior Unsecured National Notes Attn: Robert A. Conrad 452 Fifth Avenue New York, NY 10018 Tel: (212) 525-1314 Fax: (212) 525-1300 Time Warer Retail Trade Debt $75,457,973 Attn: Rich Jacobson 260 CHERRY HILL RD PARSIPPANY, NJ 07054 Tel: (973) 939-7200 Fax: (203) 377-2621 Comag Markting Trade Debt $53,195,038 Group 155 Village Blvd. Priceton, NJ 08540 Tel: (212) 649-4429 Fax: (609) 524-1629 Curtis Circulation Co. Trade Debt $42,729,863 730 River Rd New Milford, NJ 07646 Tel: (201) 634-7493 Fax: (201) 634-7494 201-634-7493 Kable Distribution Trade Debt $22,903,048 Services 14 Wall Street New york, NY 10005 Tel: (212) 705-4635 Levy Home Entertainment Trade Debt $14,022,923 1930 George Street Melrose, IL 60160 Tel: (708) 356-3603 Fax: (708) 547-4503 Fox Home Entertainment trade debt $11,681,347 2121 Avenue of the Stars Los Angeles, CA 90067 Tel: (310) 369-3900 Fax: (310) 369-3319 Paraount Home Video trade debt $9,081,405 5555 Melrose Ave. Los Angeles, CA 90038-3197 Tel: (213) 956-5000 Fax: (213) 956-1100 Sony Pictures Home trade debt $5,741,740 Entertainment 10202 W. Washington Blvd. Culver City, CA 90232 Tel: (310) 244-4000 Fax: (310) 244-2626 Buena Vista Home Trade Debt $4,554,298 Entertainment Emi Music & Marketing Trade Debt $4,486,930 A&E Home Video Trade Debt $3,182,400 Image Entertainment Trade Debt $3,086,396 Genius Products, Inc. Trade Debt $2,535,585 Bonnier Trade Debt $2,383,784 Comag UK Trade Debt $2,264,104 Seymour International Trade Debt $2,163,839 El Entertainment Distribution Trade Debt $2,068,073 Harrs Publications Trade Debt $1,834,045 Acorn Media Publishing Trade Debt $1,738,060 American Media Inc. Trade Debt $1,678,171 Future Publishing Ltd. Trade Debt $1,624,419 Quebecor World Inc. Trade Debt $1,558,794 Gaiam International Trade Debt $1,365,657 UPS Trade Debt $1,213,205 Scientific American Trade Debt $1,162,226 Playboy Enterprises Int'l Trade Debt $959,723 Madacy Entertainment LP Trade Debt $937,529 Rider Circulation Services Trade Debt $923,509 The petition was signed by Douglas J. Bates. SOUTH FINANCIAL: DBRS Puts 'BB' Sub Debt Rating Under Review ------------------------------------------------------------ Dominion Bond Rating Service placed the long- and short-term ratings of The South Financial Group, Inc. and its related entities, including The South's Issuer & Senior Debt rating of BBB (low), and Subordinated Debt rating of BB, Under Review with Negative Implications. The review will focus on The South's ability to cope with its continued asset quality deterioration. Over the past year, The South has faced elevated credit costs and lack of profitability, due to its weakened Florida commercial real estate portfolio, which has been negatively impacted by the severe downturn in the housing and mortgage markets. Moreover, DBRS is concerned with the higher risk nature of the Company's significant commercial real estate concentration. The South's recent performance has also been negatively impacted by its narrowing net interest margin (NIM), and goodwill impairment. Positively, The South has been able to convert roughly $60 million of its $250 million Mandatorily Convertible Preferred Stock into common shares, which enhanced its capital position and loss absorption capacity. Moreover, the Company received a $347 million investment from the U.S. Treasury, as part of its Capital Purchase Program. Nonetheless, elevated credit costs will continue to pressure its capital position. DBRS perceives that significant amounts of potential losses remain embedded in The South's core portfolio, particularly within its residential construction and mortgage portfolios. Credit costs exceed The South's core income before provisions and taxes and continue to invade capital. Furthermore, the extremely difficult operating environment and the weakness in the economies in The South's franchise are likely to continue to constrain revenue growth and pressure expenses, limiting improvement in core earnings. DBRS's review will focus on The South's asset quality, capital adequacy and franchise strength. In addition, the review will also consider the Company's prospective financial performance in the near term. DBRS notes that a one or two notch downgrade could result if the review suggests performance and metrics are more consistent with a lower rating. DBRS expects to conclude the review within 90 days. SPANSION INC: Gets Final Nod on Protocol Limiting Equity Transfers ------------------------------------------------------------------ Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware has approved, on a final basis, Spansion Inc. and its affiliated debtors' proposed protocol for establishing notice, hearing and sell-down procedures for trading in equity securities and claims against the Debtors' estates, specifically: (1) Any person or entity who is a beneficial owner of at least 7,673,713 shares of the Company's common stock should have filed with the Bankruptcy Court by April 21, 2009, a notice of that status or within 10 days after becoming a Substantial Shareholder; (2) At least 30 days prior to effectuating any transfer of equity securities, including options to acquire securities, that would result in (A) an increase or decrease in the amount of Company common stock beneficially owned by a Substantial Shareholder, (B) an increase in the amount of Company common stock beneficially owned by a person or entity which would result in that person becoming a Substantial Shareholder, or (C) a decrease in the amount of Company common stock beneficially owned by a Substantial Shareholder which would result in that person or entity no longer being a Substantial Shareholder, that person or entity will file with the Bankruptcy Court a notice of the proposed transfer; (3) The Debtors will have 30 days after receipt of any notice of the proposed transfer to file with the Bankruptcy Court and serve on the proposed transferor an objection to the transfer and, if the Debtors do so, the proposed transfer will not be effective unless approved by the Bankruptcy Court; and (4) Subsequent to certain disclosures, notices, and responses delineated by the Final Order setting forth procedures for cataloguing and characterization of Claims against the Debtors, including the Bankruptcy Court's confirmation of the Debtors' reorganization plan, these constraints apply to trading by Beneficial Owners, whose interest in the Claims is equal to or greater than 4.75% of the aggregate value of Claims against the Debtors in the Claims: * The Debtors will calculate the total amount of Claims that each Substantial Claimholder must sell in order to effect the reorganization plan, applying certain rules and assumptions described in the Final Order; * Subject to certain ceilings, each Substantial Claimholder must sell or otherwise transfer its Sell-Down Amount to unrelated Entities; * A Substantial Claimholder's failure to comply with the Sell-Down procedures set forth in the Final Order rescinds its ability to obtain or maintain ownership of any Affected Securities. A full-text copy of the final order is available for free at: http://bankrupt.com/misc/Spansion_FinalSell-DownOrd.pdf Prior to the Court's entry of its final order, Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware, filed a certificate of counsel which sets forth a proposed Final Equity Securities Order approved by the Official Committee of Unsecured Creditors, and the Ad Hoc Consortium of Noteholders. Thee procedures provide, among others, that: (a) The Debtors will, upon filing a disclosure statement with respect to a plan of reorganization, simultaneously file with the Court a separate disclosure statement notice, which will: (i) state that a Plan has been filed with the Court; (ii) disclose the current estimate of the Threshold Amount; and (iii) set a record date. Each Beneficial Claim Holder who holds more than the Threshold Amount is directed to e-mail and fax a report identifying the nature and amount of Claims held by that Beneficial Claimholder as of the Disclosure Statement Record Date and its protected amount. (b) The Disclosure Statement will contain information adequate to permit a party entitled to vote on a Plan to determine whether the Plan provides greater value than possible alternatives and will include these disclosures: (i) the net present value of the projected tax savings of the Plan as compared to the Plan based on the financial projections included in the Disclosure Statement; (ii) a description of the restrictions on trading with respect to the common stock and any other securities of the reorganized Debtors that will be required or imposed under the Plan after the Effective Date to preserve the tax savings; (iii) the projected value of the Affected Securities in the aggregate; and (iv) the projected tax savings of the Plan as a percentage of the aggregate value of the Affected Securities. (c) The Debtors will file with the Court a pre-confirmation notice setting forth the record date and identifying the most current estimate of the Threshold Amount. (d) If the Court confirms the Plan, the Debtors will serve a notice upon each Substantial Claimholder within five business days after the entry of the order confirming the Plan. The Sell-down notice will state that the Plan has been confirmed; contain the results of the calculations of the Maximum Amount and the information used to perform all calculations to the extent the Debtors are not required by the order or other confidentiality restrictions to keep that information confidential; and provide notice that each substantial Claimhorder is ordered and directed to comply with the Sell-down Procedures before the Effective Date. (e) The Effective Date of the Plan will be the earlier of 30 calendar days after the order confirming the Plan or the date established by the Court, to be no earlier than 11 days after the entry of the confirmation order. (f) If only to the extent that the Plan is confirmed by the Court then, to the extent necessary to effectuate the Plan, each Beneficial Claimholder who is, as of the Pre- Confirmation Notice Record Date, a Substantial Claimholder is directed to comply with these Sell-down Procedures. (g) Any Beneficial Claimholder that participates in formulating any Chapter 11 Plan or on behalf of the Debtors will not be asked to disclose to the Debtors that any Claim in which that Beneficial Claimholder has beneficial ownership are Newly Traded Claims. (h) If any substantial Claimholder fails to comply with the Sell-Down applicable to it, that Substantial Claimholder will not be entitled to receive Beneficial Ownership of any Affected Securities in connection with the implementation of the Plan with respect to any Claims required to be sold pursuant to a Sell-down Notice. Any Substantial Claimholder that violates the order will be required to forfeit the Affected Securities. (i) The Initial Holdings Report, the Final Holdings Report, the Sell-down Notices and the Notice of Compliance, will be treated as confidential information and will be available only to the Debtors and counsel and financial advisor or tax advisors to the Debtors. (k) Any notices will be published in The Wall Street Journal and the Financial Times. All notices required to be served will be served to the United States Trustee, counsel to the administrative agent for the Debtors' prepetition lenders, counsel to the ad-hoc committee of holders of Spansion LLC's Senior Secured Floating Rate Notes due 2013. About Spansion Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc. and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of $3,840,000,000, and total debts of $2,398,000,000. SPECIALTY TOOLS: Public Sale of Pledged Stock Set for May 18 ------------------------------------------------------------ Capital Funding, Inc., as agent for the lenders under that certain Loan Agreement, dated September 4, 2007, will offer all of Specialty Tools, Inc.'s shares of stock in Nupla Corporation and Limark Corp., for sale at one or more public sales to be held at the offices of Goldberg Kohn, 55 East Monroe Street, Suite 3300, Chicago, Illinois, at 10:00. a.m. (central time) on May 18, 2009. The shares of stock in each of the pledged companies secure obligations of Specialty Tools, Inc., Nupla Corporation, Limark Corp., and Hisco, Inc. to the lenders. Capital Funding says the borrowers are in default of said obligations in an amount not less than $3,192,000 as of April 22, 2009. According to information provided by the borrowers to Capital Funding, each of Nupla Corporation and Limark Corporation is a wholly-owned subsidiary of Specialty Tools, and Hilco, Inc. is a wholly-owned subsidiary of Limark Corp. The stock will be sold in a single block, on an "as is, where is" basis. The minimum bid for the stock is $100,000. SYNAGRO TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Houston-based Synagro Technologies Inc. to 'SD', indicating a selective default, from 'CC'. At the same time, Standard & Poor's lowered the issue rating on the company's $150 million second-lien term loan to 'D' from 'C'. The 'CC' issue rating on the company's $390 million senior secured first-lien facilities remains on CreditWatch with developing implications. The lowering of the corporate credit rating follows Synagro's purchase and retirement of about $35 million in face value of second-lien debt for a cash consideration of approximately $14 million. The 'SD' corporate credit rating recognizes that S&P expects Synagro to continue to pay its other creditors after the completion of the exchange offer. The 'D' rating on the second- lien debt reflects S&P's view that the exchange was distressed with the debtholders receiving a value significantly less than par. The CreditWatch with developing implications on the first-lien facilities indicates that S&P may lower, affirm, or raise the rating on the facilities after S&P reassesses default risk and recovery prospects under the new capital structure. S&P will reevaluate the corporate credit rating and both issue-level ratings in recognition of the changes to the company's capital structure and after meeting with management regarding prospective business and financial strategies. Synagro, which has annual revenues of about $350 million, manages the organic, non-hazardous biosolids generated by public and privately owned water and wastewater treatment facilities. Services provided by the company include drying and pelletization, composting, product sales, incineration, alkaline stabilization, land application, collection and transportation, regulatory compliance, dewatering, and facility cleanout. SYNCORA GUARANTEE: S&P Changes Financial Ratings to 'R' From 'CC' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its financial strength and financial enhancement ratings on Syncora Guarantee Inc. to 'R' from 'CC'. Standard & Poor's also said that it revised its counterparty credit rating on Syncora to 'D' from 'CC'. An insurer rated 'R' is under regulatory supervision because of its financial condition. The 'CC' counterparty credit, financial strength, and financial enhancement ratings on Syncora Guarantee U.K. Ltd. are unchanged because at this time, that company is not subject to any regulatory orders that mandate the suspension of claims payments. These rating actions follow the announcement by Syncora that pursuant to an order of the New York Insurance Department, the company must suspend any and all claims payments until it has restored its policyholders' surplus to a level greater than or equal to $65 million, the minimum the state requires. Syncora has been negotiating with credit default swap counterparties to commute certain exposures and is supporting a tender offer for 56 classes of RMBS it insures. These two actions are key components of Syncora's plan to bring its policyholders' surplus -- a deficit of $2.4 billion as of Dec. 31, 2008 -- into compliance with New York regulation. Syncora hadn't completed either of these actions by April 26, 2009, triggering the suspension of claims payments as the order required. "We view the suspension of claims payments under the direction of NYID as regulatory supervision," noted Standard & Poor's credit analyst Dick Smith. "During regulatory supervision, the regulators may have the power to favor one class of obligors over others or pay some obligations and not others." SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect Bond Ratings ------------------------------------------------------------- Standard & Poor's Ratings Services noted that the downgrade of Syncora Guarantee Inc. (D/--/--; formerly XL Capital Assurance Inc.) does not affect the rating or outlook on SA Energy Acquisition Public Facility Corp.'s series 2007A bonds (A/Negative). The rating action on Syncora followed the suspension of all claims pursuant to an order by the New York Insurance Dept. The downgrade does not affect the rating on the prepaid transaction because the rating on the city of San Antonio (AA/Stable/--), the sole municipal participant, is higher than the rating on Syncora. In addition, because the rating on the surety provider is lower than the rating on the municipal participant, the rating on PFC's bonds reflects no credit enhancement from the surety provider. The rating on the prepay transaction currently relates to PFC's gas supplier, J. Aron (not rated). The Goldman Sachs Group Inc. (A/Negative/A-1) guarantees J. Aron's obligations. Standard & Poor's could revise the ratings or outlook on the PFC bonds if S&P revise the rating or outlook on Goldman Sachs or S&P lower the rating on one of PFC's other counterparties and it becomes the primary ratings constraint on the transaction. Syncora is the debt service reserve and working-capital surety bond provider to PFC's $644.3 million series 2007 gas project revenue bonds due 2027. The series 2007 bondholders rely on payments from Syncora to cover debt service and commodity swap payments in the case of a municipal participant's default. SYNCORA GUARANTEE: S&P's Rating Cut Won't Affect 2007 Bond Ratings ------------------------------------------------------------------ Standard & Poor's Ratings Services noted that the downgrade of Syncora Guarantee Inc. (D/--/--; formerly XL Capital Assurance Inc.) does not affect the 'A' rating or negative outlook on Long Beach Bond Finance Authority's 2007A and 2007B bonds. The rating action on Syncora followed the suspension of all claims pursuant to an order by the New York Insurance Dept. The downgrade does not affect the rating on the prepaid transaction because the rating on Long Beach Gas & Oil (AA-/Stable), the sole municipal participant, is higher than the rating on Syncora. In addition, because the rating on the surety provider is lower than the rating on the municipal participant, the rating on LBBFA's bonds reflects no credit enhancement from the surety provider. The rating on the prepay transaction currently relates to LBBFA's gas supplier Merrill Lynch Commodities Inc. (unrated) and interest rate swap counterparty Merrill Lynch Capital Services. Merrill Lynch & Co. Inc. (A/Negative/A-1) guarantees the obligations of MLCI and MLCS. Standard & Poor's could revise the ratings or outlook on the LBBFA bonds if S&P revise the rating or outlook on Merrill Lynch or S&P lower the rating on one of LBBFA's other counterparties and it becomes the primary ratings constraint on the transaction. Syncora is the debt service reserve and working-capital surety bond provider to LBBFA's $635.7 million senior secured revenue bonds series 2007A and $251.7 million senior secured revenue bonds series 2007B. The LBBFA bondholders rely on payments from Syncora to cover debt service and commodity swap payments in the case of a municipal participant's default. THERMADYNE HOLDINGS: S&P Gives Stable Outlook; Affirms 'B-' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Thermadyne Holdings Corp. to stable from positive. All ratings are affirmed, including the 'B-' long-term corporate credit rating. The outlook revision reflects rapidly deteriorating end- market conditions and expected weakening of credit measures. "We expect the currently poor operating environment to result in a more rapid decline in the company's credit measures and a deterioration in the cushion on its fixed-charge covenant in the near term," said Standard & Poor's credit analyst John Sico. Liquidity is fair, with availability on the asset-backed loan working capital facility and about $12 million of cash. Still, Thermadyne may likely generate some positive free operating cash flow this year, benefiting from working capital reductions, which it could use to reduce debt. The ratings on Thermadyne reflect the company's weak cash flow protection and highly leveraged financial profile, and limited financial flexibility. Standard & Poor's Ratings Services considers Thermadyne's business risk profile to be vulnerable because of its participation in the large, fragmented, intensely competitive, and cyclical global welding-equipment industry. Through most of 2008, Thermadyne's operating and financial performance reflected improved cost controls and inventory levels, and somewhat better product pricing. However, business conditions abruptly deteriorated throughout the industrial sector starting in the fourth quarter 2008 into the current quarter. Even if the current weakness in end markets moderates, the company typically needs to invest heavily in working capital to fund seasonal business needs. It also has exposure to raw-material price volatility-namely for copper, brass, and steel-which affects its operating performance. Operational improvements have resulted in lower leverage. At Dec. 31, 2008, lease-adjusted total debt to EBITDA was 4.5x and funds from operations to total debt was 13%, significant improvements over 8.6x and 1%, respectively, just two years ago. However, S&P expects these measures to decline in the coming year, to about 10% and about 6x, respectively. Thermadyne has an effective registration statement for equity securities along with its financial sponsors for the possible sale of 1.5 million and 4.5 million shares, respectively. S&P would expect primary share proceeds to Thermadyne, if any, to be modest and used for some debt repayment. Financial sponsors hold about one-third of the company's shares and if sold could cause a change of control under its indenture and credit facilities. Thermadyne has also resolved the previously cited material weakness in its financial disclosure controls and procedures. S&P expects weaker end-market conditions to result in deteriorating credit measures, despite the company's demonstrated improvement in profitability and cash flows in the past two years. Although S&P expects weaker credit measures in a difficult environment, S&P expects Thermadyne to generate positive free cash flow. The ratings do not incorporate any significant acquisitions. S&P could revise the outlook to negative or lower the ratings if current market conditions deteriorate even more rapidly or persist for a prolonged period and Thermadyne's free cash flow dissipates, resulting in liquidity and covenant concerns. For example, S&P could revise the outlook to negative if the EBITDA cushion on Thermadyne's covenants were to shrink to 10% or S&P could lower the ratings if liquidity and operating performance were to deteriorate more than expected. TITLEMAX HOLDINGS: Can Hire Epiq Bankr. as Noticing & Claims Agent ------------------------------------------------------------------ The U.S. Southern District of Georgia authorized TitleMax Holdings, LLC, and its debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC, as noticing, claims, and balloting agent. Epiq is expected to, among other things: i) serve as the Bankruptcy Court's noticing agent to mail certain notices to the estates' creditors and parties in interest; ii) provide computerized claims, claims objections, and balloting database services; and iii) provide expertise, consultation, and assistance in claim and ballot processing and other administrative information related to the Debtors' bankruptcy cases. Daniel C. McElhinney, an executive director of Epiq, told the Court that the firm received a $50,000 retainer for all services and costs incurred. Mr. McElhinney assured the Court that Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Titlemax Holdings Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax, TitleBucks, US TitlePawn, American Title,and CheckMax is a closely held title-lending company with about 550 locations in seven states -- Georgia, South Carolina, Tennessee, Mississippi, Missouri, Virginia and Illinois. It holds customers' vehicle titles in exchange for cash. The Company was founded in 1998 and has 1,800 employees. The Company and its affiliates filed for Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805). DLA Piper LLP represents the Debtors in its restructuring efforts. The Company has assets and debts both ranging from $100 million to $500 million. TRW AUTOMOTIVE: Bank Debt Trades at Substantial Discount --------------------------------------------------------- Participations in a syndicated loan under which TRW Automotive is a borrower traded in the secondary market at 63.00 cents-on-the- dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 3.75 percentage points from the previous week, the Journal relates. The loan matures on February 9, 2014. The Company pays 150 basis points to borrow under the facility. The bank debt carries Moody's B1 rating and S&P's BB rating. Trading in TRW Automotive slumped to as low as 57.20 cents-on-the- dollar during the week ended February 27, 2009, a drop at that time of 7.13 percentage points from the previous week. Meanwhile, participations in a syndicated loan under which Dana Corp. is a borrower traded in the secondary market at 29.75 cents- on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 4.75 percentage points from the previous week, the Journal relates. The loan matures on January 31, 2015. The Company pays 375 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and S&P's B+ rating. Dana Corp. bank debt traded in the secondary market at 28.71 cents-on-the-dollar during the week ended March 6, 2009, a drop at that time of 1.71 percentage points from the previous week. The bank debt of automakers had tougher luck in secondary market trading. Participations in a syndicated loan under which Ford Motor Company is a borrower traded in the secondary market at 55.75 cents-on- the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.58 percentage points from the previous week, the Journal relates. The loan matures on December 15, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and S&P's CCC+ rating. Meanwhile, participations in a syndicated loan under which General Motors Corporation is a borrower traded in the secondary market at 55.28 cents-on-the-dollar during the week ended April 24, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.55 percentage points from the previous week, the Journal relates. The loan matures on November 27, 2013. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and S&P's CCC rating. About TRW Automotive TRW Automotive, Inc., headquartered in Livonia, Michigan, is among the world's largest and most diversified suppliers of automotive systems, modules, and components to global vehicle manufacturers and related aftermarket. Standard & Poor's Ratings Services says TRW is one of the world's 10 largest manufacturers of original equipment automotive parts and designs. Nearly 70% of its sales comes from outside North America; its largest customer, Volkswagen AG, accounts for about 17% of sales. Combined sales to the Michigan-based automakers account for about 22% of TRW's consolidated revenues, S&P says. The Company has three operating segments; Chassis Systems, Occupant Safety Systems, and Automotive Components. Its primary business lines encompass the design, manufacture and sale of active and passive safety related products. Revenues in 2007 were approximately $14.7 billion. * * * In March 2009, Moody's Investors Service lowered the Corporate Family and Probability of Default Ratings of TRW Automotive, Inc. to Caa1 from B1. In a related action the ratings for the senior secured bank credit facilities and guaranteed senior unsecured notes were lowered to B1 from Ba1, and Caa2 from B2, respectively. The Speculative Grade Liquidity Rating is lowered to SGL-4 from SGL-3. The company's long-term ratings remain under review for further possible downgrade. Fitch Ratings also downgraded TRW Automotive Holdings Corp.'s Issuer Default Rating to 'B+' from 'BB-'; and TRW Automotive Inc.'s IDR to 'B+' from 'BB-', and Senior unsecured notes to 'B- /RR6' from 'B+'. All ratings remain on Rating Watch Negative where they were placed on Dec. 11, 2008. The ratings cover approximately $3.2 billion in outstanding debt. Fitch said the downgrades were prompted by ongoing weakness in the global automotive industry which has exhibited a sharper drop than Fitch previously expected. TYSON FOODS: Swine Flu Not Yet Affecting Moody's Ba3 Ratings ------------------------------------------------------------ Moody's Investors Service announced that the outbreaks of swine influenza A (H1N1) in Mexico, the United States and Europe have not at this time had an impact on the ratings of Tyson Foods, Inc. The company's ratings include its Ba3 corporate family rating and its SGL-3 speculative grade liquidity rating. The rating outlook is negative. More details are available on http://www.moodys.com/ Moody's most recent rating action for Tyson on April 2, 2009 upgraded its SGL to SGL-3, affirmed the company's other ratings, and maintained a negative outlook. Tyson Foods, Inc. is the world's largest meat protein processor in terms of revenues, with operations in beef, chicken and pork processing, as well as branded packaged foods. Sales for the twelve months ended December 27, 2008 exceeded $26.9 billion. URBANA ENTERPRISE: Files for Chapter 7 Bankruptcy Protection ------------------------------------------------------------ Christine Des Garennes at The News-Gazette.com reports that Urbana Enterprise LLC has filed for Chapter 7 bankruptcy protection in the U.S. Bankruptcy Court for the Central District of Illinois, canceling the public auction of its Historic Lincoln Hotel. According to The News-Gazette, the Historic Lincoln was placed on the auction block after the Marine Bank won a $1.2 million foreclosure judgment against Urbana on March 16. The News-Gazette says that the hotel was then closed. The report states that Frank Hoffman, a Bloomington attorney who represents Urbana, said that the bankruptcy filing has given the Company more time The News-Gazette.com relates that Fred Rotermund -- vice president of Global Hotel Management, a subsidiary of Urbana Enterprise -- said that the Company planned to renovate the hotel and that it would reopen under a new name in January 2010. Urbana, The News-Gazette.com states, purchased the Historic Lincoln from Marine Bank for $1.3 million in March 2008. In October 2008, Marine Bank began foreclosure proceedings against Urbana, according to the report. Urbana Enterprise LLC is based in Bloomington. US ENERGY: Court Sets May 26 General Bar Date for USEB Debtors -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York established May 26, 2009, at 5:00 p.m. (prevailing Eastern Time) as the general claims bar date for filing proofs of claim in the Chapter 11 cases of the USEB Debtors: Entity Name Case No. ----------- -------- U.S. Energy Biogas Corp. 09-10329 Biogas Financial Corp. 09-10331 Power Generation (Suffolk), Inc. 09-10332 Resources Generating Systems, Inc. 09-01333 Suffolk Biogas, Inc. 09-01334 USEB Assignee, LLC 09-01335 ZFC Energy, Inc. 09-01336 ZMG, Inc. 09-01337 Oceanside Energy, Inc. 09-01338 The Governmental Unit Bar Date for the USEB Debtors is July 22, 2009, at 5:00 p.m. (prevailing Eastern Time). Proofs of claim must be filed on or before the applicable Bar Dates to: Office of the Clerk of Court U.S. Bankruptcy Court for the Southern District of New York Alexander Haqmilton Custom House One Bowling Green, Room 534 New York, NY 10004-1408 About U.S. Energy Systems Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink Sheets: USEY) -- http://www.usenergysystems.com/-- owns green power and clean energy and resources. USEY owns and operates energy projects in the United States and United Kingdom that generate electricity, thermal energy and gas production. The company filed for Chapter 11 protection on January 9, 2008 (Bank. S.D. N.Y. Case No. 08-10054). Subsequently, 34 affiliates filed separate Chapter 11 petitions. Peter S. Partee, Esq., at Hunton & Williams LLP, represents the Debtor in its restructuring efforts. Jefferies & Company, Inc., serves as the company's financial advisor. The Debtor selected Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. The Official Committee of Unsecured Creditors has yet to be appointed in these cases by the U.S. Trustee for Region 2. When the Debtors filed for protection from their creditors, they listed total assets of $258,200,000 and total debts of $175,300,000. On January 23, 2009, U.S. Energy Biogas Corp and eight of its subsidiaries filed their respective voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The USEB Debtors' cases are being jointly administered for procedural purposes with the cases of the USEY Debtors. US STEEL: Moody's Cuts Sr. Unsecured Debt to 'Ba3' on Weak Ratios ----------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured debt ratings of United States Steel Corporation to Ba3 from Baa3, assigned a Ba2 corporate family rating and a Ba2 probability of default rating. At the same time, Moody's assigned a Ba3 rating to the company's proposed senior convertible note issue due 2014. This concludes the review of U.S. Steel's ratings, which commenced March 13, 2009. The rating outlook is negative. The downgrade reflects Moody's expectations that U.S. Steel's debt protection ratios and leverage ratios will weaken significantly over the course of 2009. Demand for steel remains weak across all products. U.S. Steel's operating rate of approximately 38% for flat rolled in North America is contributing to significant losses in this segment, while the company's U.S. Steel Europe segment is also underperforming and tubular will turn to a loss position in the second quarter. Moody's do not see market conditions improving in any meaningful way and do not expect U.S. Steel's performance for the balance of 2009 to materially improve over the first quarter, although actions being taken to reduce costs could contribute to marginal improvement in the overall cost position. However, given the level of fixed costs within the system, operating losses and negative EBITDA are expected to continue. The downgrade also reflects Moody's expectation that improvement in industry fundamentals will only come very gradually over the course of 2010 and the company's return to profitability and improved metrics will be over a protracted time frame. However, the rating considers the company's position as a leading North American producer of flat rolled steel, which position is enhanced by its diversification in Central Europe. Moody's would expect the company's performance to begin to show important improvement once capacity utilization rates reached the 60% to 65% level. The company's actions to preserve and enhance liquidity are considered in the rating, including the dividend reduction and the proposed common stock and convertible note issue, proceeds of which will be used to repay the three-year and five-year term loans and for general corporate purposes. The rating assumes that these transactions are successfully executed and that the term loans are repaid, thereby avoiding potential covenant issues later in the year. Under Moody's loss given default methodology, the rating on the senior unsecured notes reflects their position in the waterfall behind the new $750 million inventory secured credit facility. The negative outlook reflects Moody's expectations that performance will continue to be challenged by the severe industry conditions and could deteriorate further than anticipated. The negative outlook also reflects Moody's expectation that at the anticipated loss and reduced business activity levels liquidity could remain challenge, notwithstanding the new inventory advance based revolver and repayment of the term loans. Downgrades: Issuer: Allegheny County Industrial Dev. Auth., PA -- Senior Unsecured Revenue Bonds, Downgraded to Ba3 from Baa3, 67% LGD 4 67% Issuer: United States Steel Corporation -- Multiple Seniority Shelf, Downgraded to (P)Ba3 from (P)Baa3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 from Baa3, 67% LGD 4 Assignments: Issuer: United States Steel Corporation -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned Ba3 67% - LGD4 -- Probability of default rating, Ba2 -- Corporate Family Rating, Ba2 Outlook Actions: Issuer: United States Steel Corporation -- Outlook, Changed To Negative From Rating Under Review The last rating action on US Steel was March 13, 2009 when the ratings were placed under review for possible downgrade. Headquartered in Pittsburgh, Pennsylvania, US Steel manufactures a wide variety of steel sheet, tubular and tin products. Revenues for the year ended December 31, 2008 were $23.8 billion. WILLIAM CARRAGHER: Case Summary & 14 Largest Unsec. Creditors ------------------------------------------------------------- Debtor: William Michael Carragher, III aka Mike Carragher 2404 Wilshire Blvd #9A Los Angeles, CA 90057-3347 Bankruptcy Case No.: 09-19774 Chapter 11 Petition Date: April 27, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Samuel Price, Esq. 25152 Springfield Ct Ste 345 Valencia, CA 91355 Tel: (661) 259-9000 Fax: (661) 554-7088 Email: sprice@donahoeyoung.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including their list of 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-19774.pdf The petition was signed by Mr. Carragher III. WILLIAM M. MORRIS: Section 341(a) Meeting Scheduled for May 27 -------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of creditors in William M. Morris, Sr.'s Chapter 11 case on May 27, 2009, at 11:00 a.m., at 1300 18th Street, Suite E., Bakersfield, California. 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 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. Bakersfield, California-based William M. Morris, Sr. and Ellen M. Morris, aka William M. Morris and Ellen M. Morris Family Trust, filed for Chapter 11 on April 20, 2009 (Bankr. E. D. Calif. Case No. 09-13489). T. Scott Belden, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball LLP represents the Debtors in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. WIRELESS AGE: Receiver Inks Deal to Sell Assets ----------------------------------------------- The Canadian Press reports that Newlook Industries Corp. said that a receiver for its Wireless Age has signed a deal to sell the assets in Manitoba and Saskatchewan. The deal is awaiting approval from the Court of Queen's Bench For Saskatchewan in Bankruptcy and Insolvency, according to The Canadian Press. Citing Newlook Industries, The Canadian Press states that the Saskatchewan assets of Wireless Communications and the assets of Wireless Source will be sold to IM Wireless Ltd. for $7 million. The Canadian Press relates that Wireless Communications' Manitoba assets would be sold to MTS Allstream Inc. and 4L Communications Inc. for $115,000. According to The Canadian Press, SaskTel served Wireless Communications and Wireless Source with notice under the Bankruptcy and Insolvency Act in January 2009 and secured a court order to appoint an interim receiver. The Canadian Press states that the receiver expected $7.65 million to be available after closing with $1.25 million available for unsecured creditors, before the receiver's fees and after repayment of $6.4 million to SaskTel. About Wireless Age Headquartered in Mississauga, Ontario, Canada, Wireless Age Communications Inc. (OTC BB: WLSA.OB) -- http://www.thewirelessage.com/-- through its 99.7% owned subsidiary, Wireless Age Communications Ltd., is in the business of operating retail cellular and telecommunications outlets in cities in western Canada. The Company, through its other wholly owned subsidiary Wireless Source Distribution Ltd., is in the business of distributing two-way radio products, prepaid phone cards, wireless accessories and various battery and ancillary electronics products in Canada. YELLOWSTONE CLUB: Court Approves Modified Disclosure Statement -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana approved at a hearing on April 6, 2009, the disclosure statement explaining the Second Amended Chapter 11 Plan for Yelowstone Mountain Club, LLC ("YC"), Yellowstone Development, LLC ("YD"), Big Sky Ridge, LLC, and Yellowstone Club Construction Company, LLC ("YCC"). As a result, the Debtors may now send the Plan to creditors for voting. The Amended Plan Documents were filed April 3, 2009. Ballots accepting or rejecting the Plan must be received by Kurtzman Carson Consultants LLC by 4:30 p.m., prevailing Mountain Time, on May 11, 2009. The hearing to consider confirmation of the Debtors' Second Amended Plan will be held at 9:00 a.m., on May 18, 2009. Objections to the confirmation of the Debtors' Second Amended Plan must be filed not later than May 11, 2009. Plan Summary Most of the Debtors' contractual obligations under Club membership agreements will be assumed and honored in accordance with the terms of those agreements. Some members will have their existing contracts rejected, but are offered the election to enter into new uniform contracts in full satisfaction of any rejection claims. Development of the Project will continue. The Plan is supported by the Creditors Committee appointed in the Debtors' Chapter 11 cases, the ad hoc committee of members of Yellowstone Club, and the current equity owners. The Plan provides for the reorganization of the Debtors and the continued development and operation of the Project through the issuance of 100% on the membership interest in the Reorganized YC, YD and Big Sky in exchange for the payment of at least $30 million in cash by the successful bidder plus payments on a secured promissory note with a face amount of $70 million payable by the Reorganized Debtor or the successor to the Debtor. The Bankruptcy Court has approved the bidding procedures for an auction of the new membership interests or sale of the assets of the Project. The successful bidder at the auction will then operate the Reorganized Debtors or acquire the assets of the Project and provide adequate assurance of future performance of the assumed obligations. The closing and issuance of the new membership interests or transfer of the Project assets will occur on the Plan's Effective Date. Definitive Agreement If the Plan is confirmed by the Bankruptcy Court and CrossHarbor Capital Partners LLC is the successful bidder, all of the equity interests in YC, YD and Big Sky will be fully and finally cancelled and each of Reorganized YC, YD and Big Sky will issue new limited liability company membership interests to New CH YMC Acquisition LLC, or its assignee, designee, or nominee. The Definitive Agreement provides that the purchase price for the acquisition of the new membership interests will by $100 million, of which $30 million will be paid in cash, and the balance of the purchase price will be satisfied by the execution by the Reorganized Debtors of new loan documents on the closing date. Allowed Pre-petition First Lien Claims unded Class 3, whose agent is Credit Suisse, will be paid its allowed secured claim related to the Project based on the allocated portion of the Equity Purchase Payment attributable to the Collateral. Holders will retain their liens on any other Collateral. The Bankruptcy Court has scheduled a May 8 hearing to allocate the value of the Project between the encumbered and unencumbered assets. General Unsecured Claims under Class 4 will receive periodic distributions from the Liquidation Trusts which will pursue the liquidation of all the estates' non-operating assets and all avoidance actions. Equity Interests under Class 7 will be cancelled on the Plan's Effective Date. The holders of said interests will be residual beneficiaries of the Liquidation Trusts and will be entitled to receive distributions from the Liquidation Tusts after the full payment of all prior allowed claims. Classifications of Claims and Interests The Plan places the various claims against and interests in the Debtors in 14 classes. Class Description Treatment ----- ----------- --------- 1 Allowed Prepetition Priority Claims Unimpaired 2 Allowed Prepetition Secure Debt Unimpaired 3 Allowed Prepetition First Lien Claims Impaired 4 General Unsecured Claims Impaired 5 Convenience Class Claims Unimpaired 6 Intercompany Claims Impaired 7 Equity Interests Impaired 8 Lender Deficiency Claims Impaired 9 Pioneer/Frontier Member Rejection Claims Impaired 10 American Bank Claims Impaired 11 Prim Secured Claims Unimpaired 12 Honorary Member Rejection Claim Impaired 13 Founders Circle Member Rejection Claims Impaired 14 Company Member Rejection Claims Impaired Classes 1, 2, 5 and 11 are unimpaired and therefore are conclusively presumed to accept the Plan. Classes 3, 4, 6, 7, 8, 9, 10, 12, 13, and 14 are impaired under the Plan and, therefore, must accept the Plan in order for it to be confirmed. Under Section 1129(b) of the Bankruptcy Code, the Plan may still be confirmed despite rejection by an impaired class, as long as one impaired class (other than insiders) accepts the Plan and that the Plan "does not discriminate unfairly" and is "fair and equitable" with respect to these and any other dissenting classes. A full-text copy of the modified Disclosure Statement, dated April 6, 2009, explaining the Debtors' Second Amended Chapter 11 Plan, is available at http://bankrupt.com/misc/Yellowstone.DS.pdf Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club Inc. filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case No. 09-60452). Ms. Blixseth listed estimated assets of $100 million to $500 million and estimated debts of $500 million to $1 billion. Connie Sue Martin, Esq., David A. Ernst, Esq., Lawrence R Ream, Esq., Richard G. Birinyi, Esq., Stephen Deatherage, Esq., Thomas L. Hutchinson, Esq., and Troy Greenfield, Esq., at Bullivant Houser Bailey PC; and James A. Patten, Esq., at Patten, Peterman, Bekkedahl & Green PLLC, represent the Debtors as counsel. YOUNG BROADCASTING: Dec. 31 Balance Sheet Upside-Down By $587.8MM ----------------------------------------------------------------- Young Broadcasting, Inc., has delivered to the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2008. Young Broadcasting posted a $369.6 million net loss on $190.7 million in net operating revenue for year 2008. Young Broadcasting had $348.2 million in total assets and $936.0 million in total liabilities, resulting in $587.8 million in stockholders' deficit. As reported by the Troubled Company Reporter on April 7, 2009, the U.S. Bankruptcy Court for the Southern District of New York approved bidding procedures for either (a) a potential refinancing or equity investment in Young Broadcasting in support of a plan of reorganization or (b) the sale, as a going concern, of all or part of the Debtors' businesses or assets. Competing bids are due on June 17, 2009. In the event that competing bids are received, an auction to determine the highest and the best offer will be conducted on June 19, 2009, at 10:00 a.m. (Eastern) at the offices of Sonnenschein Nath & Rosenthal LLP, 1221 Avenue of the Americas, New York, New York 10020. The approval hearing will be held on June 25, 2009, at 10:00 a.m. (Eastern). In its Annual Report, Young Broadcasting said following the bidding process and subsequent discussions with interested parties regarding the sale of its KRON-TV unit, the Company determined that there were no current active discussions with potential buyers. Accordingly, the operations of KRON-TV have been included as continuing operations in the Company's financial statements. On January 16, 2009, the Company decided to forego making $6.1 million of interest payments on its 8.75% Senior Subordinated Notes due 2014. Furthermore on February 6, 2009, and March 31, 2009, the Company decided to forego making $4.5 million and $2.4 million, respectively, of interest payments due on its Senior Credit Facility due 2012, as part of a strategy to preserve liquidity. Furthermore, the Company did not make the quarterly principal payment of $875,000 on its Senior Credit Facility Due 2012. The Company is entitled to a 30 day grace period under the terms of the indenture relating to the Notes and a 10-day grace period under the terms of the facility. The Company subsequently made the $4.5 million interest payment on its Senior Credit Facility on February 20, 2009. A full-text copy of the Annual Report is available at no charge at: http://ResearchArchives.com/t/s?3c16 Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/-- owns 10 television stations and the national television representation firm, Adam Young Inc. Five stations are affiliated with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV -Green Bay, WI), three are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO- TV-Sioux Falls, SD is also the MyNetwork affiliate in that market through the use of its digital channel capacity. The Company and its affiliates filed for Chapter 11 protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10645). Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP, represents the Debtors in their restructuring efforts. Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, represents the Official Committtee of Unsecured Creditors as counsel. The Debtors selected UBS Securities LLC as consultant; Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker chief restructuring officer. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Apr. 27-28, 2009 TURNAROUND MANAGEMENT ASSOCIATION Corporate Governance Meetings Intercontinental Hotel, Chicago, Illinois Contact: www.turnaround.org Apr. 28-30, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Intercontinental Hotel, Chicago, Illinois Contact: www.turnaround.org May 1, 2009 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners Alexander Hamilton Custom House, New York City Contact: 1-703-739-0800; http://www.abiworld.org/ May 4, 2009 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference New York Marriott Marquis, New York City Contact: 1-703-739-0800; http://www.abiworld.org/ May 7-8, 2009 RENASSANCE AMERICAN MANAGEMENT, INC. 6th Annual Conference on Distressted Investing - Europe The Le Meridien Piccadilly Hotel, London, U.K. Contact: 1-903-595-3800 or http://www.renaissanceamerican.com/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ May 12-15, 2009 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, La. Contact: http://www.abiworld.org/ May 14-16, 2009 ALI-ABA Chapter 11 Business Reorganizations Langham Hotel, Boston, Massachusetts Contact: http://www.ali-aba.org June 10-13, 2009 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 25th Annual Bankruptcy & Restructuring Conference The Ritz-Carlton Orlando Grande Lakes Orlando, Florida Contact: http://www.aria.org/ June 11-14, 2009 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ July 29-Aug. 1, 2009 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Westin Hilton Head Island Resort & Spa, Hilton Head Island, S.C. Contact: http://www.abiworld.org/ Aug. 6-8, 2009 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Conference Hotel Hershey, Hershey, Pa. Contact: http://www.abiworld.org/ Sept. 10-11, 2009 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Hyatt Regency Lake Tahoe, Incline Village, Nevada 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. 2, 2009 AMERICAN BANKRUPTCY INSTITUTE ABI/GULC "Views from the Bench" Georgetown University Law Center, Washington, D.C. 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/ Oct. 20, 2009 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Paris Las Vegas, Las Vegas, Nev. Contact: http://www.abiworld.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/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland 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/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: April 19, 2009 ********* 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. The Sunday TCR delivers securitization rating news from the week then-ending. 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. Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2009. 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 ***