/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090611.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 11, 2009, Vol. 13, No. 160 Headlines ADVANTA CORP: Bank Ends $1.4 Bil. Cash Tender Offer for Sr. Notes AMERICAN AXLE: Fitch Keeps Junk Issuer Default Rating on WatchNeg. AMERICAN AXLE & MANUFACTURING: Fitch Keeps Junk IDR on WatchNeg. AMERICAN NATURAL: Increases Offering to 50MM Shares of Stock AMERICAN REPROGRAPHICS: Moody's Holds 'Ba3' Corp. Family Rating ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating on WatchNeg. ASARCO LLC: Objects to Harbinger Disclosure Statement ASPEN STREET: Court Explains Ambiguous Chapter 11 Plan ATHEROGENICS INC: Court Confirms Second Amended Plan AVIZA TECHNOLOGY: Seeks Chapter 11 Relief to Pursue Sumitomo Sale BANK OF AMERICA: Will Cover Former Countrywide Chief's Legal Fees BERNARD L MADOFF: Customers Question Claims Valuation Method BERNARD L MADOFF: Court OKs Consolidation of Bankruptcy Cases BOB E. WARNER: Files for Chapter 11 Bankruptcy Protection CBG FLORIDA: Fitch Cuts Preferred Stock Rating to 'C/RR6' CDX GAS: Court Approves CDX Rio's Disclosure Statement CELLU TISSUE: Change in Note Amount Won't Move Moody's 'B2' Rating CHARTER COMMUNICATIONS: Seeks to Hire Marshall as IP Counsel CHARTER COMMUNICATIONS: Court Approves Ernst & Young Employment CHARTER COMMUNICATIONS: Court Okays KMPG Employment as Auditor CHARTER COMMUNICATIONS: Creditors Panel Can Hire Ropes & Gray CHEMTURA CORP: Chemtura Files Lawsuit Against Occidental Chemical CHRYSLER LLC: Finalizes Sale to Fiat; New Chrysler Emerges CHRSYLER LLC: Chrysler Group Discloses Organizational Structure CHRYSLER LLC: Court Allows Rejection of 789 Dealership Agreements CHRYSLER LLC: Fitch Withdraws Ratings CHRYSLER LLC: Sale of Assets to Fiat Cues S&P to Withdraw Ratings CITY CROSSING: Investor Sues Developer for Defrauding Creditors CLEAR CHANNEL: March 31 Balance Sheet Upside-Down by $3.3 Bil. CLEAR CHANNEL: Unit Pursues Alternative to Pay Intercompany Note COACHMEN INDUSTRIES: Pays in Full $2.3MM Short-Term Demand Note COLONIAL BANCGROUP: Fitch Junks Long-term Issuer Default Rating COLONIAL BANK: Fitch Junks Subordinated Debt Rating COLONIAL CAPITAL: Fitch Cuts Preferred Stock Rating to 'C/RR6' CRESCENT RESOURCES: Files for Ch. 11 Protection to Ease Debt Load CRICKET COMMS: Closes Sale of $1.1 Billion Senior Secured Notes DANA HOLDING: Appoints James E. Sweetnam to Board of Directors DELPHI CORP: Gets Initial OK to Tap $250MM in Financing From GM DELPHI CORP: Directors & Officers Dispose of 545,326 Shares DOLLAR THRIFTY: Amends Collateral Pact With Deutsche, et al. EDDIE BAUER: May File for Bankruptcy Protection This Week EDRA BLIXSETH: Fights Conversion of Ch11 Case to Ch7 Liquidation ENERLUME ENERGY: CEO Assumes Acting Chief Financial Officer Role ENVIRONMENTAL TECTONICS: Trades at OTCBB Under the Symbol ETCC FLOYD THOMAS: Case Summary & 20 Largest Unsecured Creditors FLYING J: Court Approves Settlement with International Alliance FONTAINEBLEAU LAS VEGAS: Files for Bankruptcy to Restructure Debt FONTAINEBLEAU LAS VEGAS: Case Summary & 20 Largest Creditors FORTUNE BRANDS: Moody's Assigns 'Ba1' Rating on Senior Tranches FREMONT GENERAL: To Pay $10MM to Settle Unfair Loan Practices Suit GENERAL MOTORS: Analysis Says No Money Will Go to Unsec. Creditors GENERAL MOTORS: F&D Seeks Appointment of Bondholders' Committee GENERAL MOTORS: Court Won't Expedite Asbestos Panel Hearing GENERAL MOTORS: Backs Financing for Acquisition of Delphi Assets GENERAL MOTORS: Drops Plans to End Up to 20 Dealer Contracts GENTA INCORPORATED: Completes Securities Purchase Agreement GENTA INC: Inks Securities Purchase Agreement With Investors GLORIA HARDEMON: Case Summary & 12 Largest Unsecured Creditors HAWKER BEECHCRAFT: S&P Raises Corporate Credit Rating to 'CCC+' KENNETH KNIE: Voluntary Chapter 11 Case Summary KRISPY KREME: Net Income Down to $1.9MM in Quarter ended May 3 LEHMAN BROTHERS: Barclays Says Lehman's Claim Has No Basis LEONARD O. WALLACE: Wants Elsaesser Jarzabek as Bankruptcy Counsel LIFE SCIENCES: Board and Committee OK Amendments to Incentive Plan MARK IV: Obtains Access to JPMorgan $90MM Facility on Final Basis MARK IV: Court Approves Skdden Arps as Bankruptcy Counsel MATTRESS HOLDING: Moody's Confirms 'Caa1' Corporate Family Rating MERCURY COMPANIES: Wants Plan Filing Period Extended to August 7 METALDYNE CORP: U.S. Trustee Forms Five-Member Creditors' Panel NANOGEN INC: Wants to Hire Ashby & Geddes as Bankruptcy Counsel NCL CORP: S&P Withdraws 'B' Corporate Credit Rating NORTEL NETWORKS: Huron Consulting Bills $452,138 for April Work OPUS WEST: May File for Chapter 11 Bankruptcy Protection PHOENIX COYOTES: Relocation Fee May Block Jim Balsillie's Bid PLIANT CORP: Wants Plan Filing Period Extended to October 9 PRESIDENTIAL CLUB: Files for Chapter 11 Bankruptcy Protection QUEBECOR WORLD: RR Donnelley Revises Cash and Stock Offer QUEBECOR WORLD: Posts Additional Documents on US & Canadian Plans REDDY ICE: Board Names Angela Wallander as Exec. Vice President RH DONNELLEY: Taps Sidney Austin and Young Conaway as Co-Counsel RITE AID: Plans to Offer $400 Million in Senior Secured Notes RITE AID: Fitch Affirms Issuer Default Rating at 'B-' RIVIERA HOLDINGS: Plans to Transfer Common Stock Trading to OTCBB SECURITY BENEFIT: S&P Puts 'BB' Rating on Negative CreditWatch SEITEL INC: Reduces 4 Officers' Base Salary by 10% SEMGROUP LP: Plains Marketing Seeks Judgment on Crude Purchases SEMGROUP LP: Court Allows Creditors Panel to Prosecute Actions SEMGROUP LP: Court Permits $1MM Cash Loan to White Cliffs SMART-TEK SOLUTIONS: Appoints Brian Bonar to Board of Directors SOUTHERN STATES: Consent Solicitation Won't Move S&P's 'B+' Rating SPANSION INC: Samsung Wants Stay Lifted; June 23 Hearing Set STH 6,8: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7 SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to 'Caa2' TENNECO: Fitch Keeps 'B' Issuer Default Rating on Negative Watch TERREMARK WORLDWIDE: Moody's Puts 'B2' Rating on $400 Mil. Notes TERREMARK WORLDWIDE: S&P Assigns 'B-' Corporate Credit Rating TRAVELPORT HOLDINGS: S&P Raises Corporate Credit Rating to 'B-' TRW AUTOMOTIVE: Fitch Keeps Junk Sr. Notes Rating on WatchNeg. TRW AUTOMOTIVE HOLDINGS: Fitch Keeps 'B' IDR on Negative Watch UNUM GROUP: Moody's Affirms Senior Debt Ratings at 'Ba1' VALENCE TECHNOLOGY: March 31 Balance Sheet Upside-Down by $67MM VISTEON CORP: Court Limits Interim Customer Payments to $13MM WILLIAMS PARTNERS: Fitch Downgrades Issuer Default Rating to 'BB' * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 ********* ADVANTA CORP: Bank Ends $1.4 Bil. Cash Tender Offer for Sr. Notes ----------------------------------------------------------------- Advanta Corp. disclosed that Advanta Bank Corp. terminated its cash tender offer of up to $1.4 billion of Advanta Business Card Master Trust's Class A senior notes, which was made on May 11, 2009, because it has been determined that a regulatory condition to the tender offer will not be satisfied. The tender offer consideration will not be paid or become payable to senior note asset-backed holders who validly tendered their notes. All tendered notes will be returned to the holders. The termination will have no impact on the company's ability to proceed with its previously announced cash tender offer for $100 million of outstanding Advanta Capital Trust I 8.99% Capital Securities. As a result of the termination of the ABS Notes Tender Offer, the company will not be able to complete all of the components of the plan it announced, which was intended to limit its credit loss exposure and maximize its capital and its liquidity measures. Although the company does not expect to fully realize its objectives of maximizing its capital and its liquidity measures, it still expects to realize the limitation of its credit loss exposure. The company expects to achieve that goal as a result of early amortization of its securitization trust, which is anticipated to begin this month, and the closing of all customer accounts to future use that was effective May 30, 2009. In addition, the company expects Advanta Bank Corp. to enter into an agreement with its regulators in the near term about its operations. About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- is one of the nation's largest credit card providers, through Advanta Bank Corp., in the small business market. Advanta's focus on this market as well as its size, experience, and service tailored to the needs of small businesses differentiates the company from other credit card companies. Founded in 1951, Advanta has long been an innovator in developing and introducing many of the marketing techniques that are common in the financial services industry. At March 31, 2009, the Company had $3.39 billion in total assets, $2.97 billion in total liabilities and $427.7 million in stockholders' equity. The Company had $75.9 million in net loss for the three months ended March 31, 2009, compared to net income of $18.3 million for the same period in 2008. * * * As reported by the Troubled Company Reporter on May 14, 2009, Standard & Poor's Ratings Services lowered its ratings on Advanta Corp., including lowering the long-term counterparty credit rating to 'CC' from 'CCC'. At the same time, S&P lowered the counterparty credit rating on Advanta's primary operating subsidiary, Advanta Bank Corp., to 'CC' from 'B-'. The rating on the preferred stock of Advanta Capital Trust I remains at 'C'. The outlook is negative. The rating action, S&P said, follows Advanta's announcement that its securitization trust, its primary funding vehicle, will go into early amortization on June 10, 2009. Also, the Company does not plan to fund any activity for the accounts in the trust on its balance sheet; therefore, it will shut these accounts down. Earlier in May 2009, Moody's Investors Service downgraded the long-term ratings of Advanta Corp. (senior unsecured rating to Caa3 from Caa1). The trust preferred securities rating of Advanta Capital Trust I was lowered to C from Caa3. The outlook for the senior unsecured rating is negative; the outlook for the trust preferred rating is stable. The rating action reflects Moody's view that Advanta's intrinsic credit quality has eroded as the result of continued deterioration in asset quality, heightened pressures on funding and liquidity, and the adverse effects of these factors on the firm's core profitability. Fitch Ratings also downgraded the long-term Issuer Default Rating and outstanding debt ratings of Advanta Corp. and Advanta Bank Corp. earlier in May 2009. Advanta Corp.'s Long-term IDR was lowered to 'CC' from 'BB-'; short-term IDR was lowered to 'C' from 'B'; and senior unsecured was lowered to 'CC/RR4' from 'BB-'. Advanta Bank Corp.'s long-term IDR was lowered to 'CCC' from 'BB-'; Short-term IDR was lowered to 'C' from 'B'; and Long- term Deposits were lowered to 'B-' from 'BB'. Advanta Capital Trust I's Trust preferred stock was lowered to 'C/RR6' from 'B'. Roughly $2.7 billion of debt, deposits and preferred securities are affected by these actions. The downgrade, Fitch said, reflects significant deterioration in profitability and portfolio credit quality and the heightened risk of breaching early amortization triggers on off-balance sheet ABS transactions, which could lead to a possible shut-down of the business. AMERICAN AXLE: Fitch Keeps Junk Issuer Default Rating on WatchNeg. ------------------------------------------------------------------ Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. AMERICAN AXLE & MANUFACTURING: Fitch Keeps Junk IDR on WatchNeg. ---------------------------------------------------------------- Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. AMERICAN NATURAL: Increases Offering to 50MM Shares of Stock ------------------------------------------------------------ American Natural Energy Corporation increased its offering to 50 million shares of ANEC's common stock at a price of $0.03 per share. Subscribers' subscriptions will be held by an escrow agent pending the receipt of funds necessary to close the Dune transaction. As reported in the Troubled Company Reporter on June 1, 2009, the Company related that the terms of the transaction will involve the sale of up to 30 million shares of ANEC's Common Stock at a price of 0.05 per share or total proceeds of up to $1.5 million. The offering will terminate on July 31, 2009, unless extended by ANEC to no later than August 31, 2009. If completed, the transaction will result in dilution to the present holders of ANEC's Common Stock. There can be no assurance that ANEC will be successful in raising the additional capital through the sale of its Common Stock. For further information please contact Michael Paulk, CEO at (918) 481-1440 or Steven P. Ensz, CFO at (281) 367-5588. About American Natural Energy Based in Tulsa, Oklahoma, American Natural Energy Corporation is engaged in the acquisition, development, exploitation and production of oil and natural gas. The Company acquired the assets and outstanding stock of Couba Operating Company in December 2001, after Couba was forced into chapter 7 bankruptcy in March 2000. The case was later converted to Chapter 11 and in May 2001, the Company joined with Couba in submitting to the Bankruptcy Court a plan of reorganization whereby the Company would acquire substantially all the assets -- consisting of physical oil and gas facilities -- and capital stock of Couba. The plan was finally confirmed November 16, 2001. Going Concern Doubt As reported in the Troubled Company Reporter on April 30, 2009, Malone & Bailey, PC, in Houston, Texas, the independent registered public accounting firm of American Natural Energy Corporation raised substantial doubt about the Company's ability to continue as a going concern. American Natural Energy has sustained substantial losses in 2008 and 2007, totaling approximately $61,000 and $3.2 million, and had a working capital deficiency at December 31, 2008, of approximately $20.3 million. Production from the Company's drilling program increased during 2008 compared to 2007; however, its revenue has not been sufficient to fund operations. As of December 31, 2008, American Natural Energy does not have any available borrowing capacity under existing credit facilities, and its current assets are $154,000 compared with current liabilities of $20.4 million. American Natural Energy's current liabilities include approximately $10.8 million of secured indebtedness, which was due September 2006 and is currently in default and accounts payable, revenues payable, notes payable, and other current obligations aggregating to approximately $9.6 million. AMERICAN REPROGRAPHICS: Moody's Holds 'Ba3' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service confirmed American Reprographics Company, L.L.C.'s Ba3 corporate family rating and the Ba2 rating on its senior secured credit facilities. The ratings outlook is negative. This action completes a review that was initiated on February 26, 2009. The negative outlook reflects a significant contraction in sales and earnings over the past two quarters that has resulted in weakened credit metrics. The outlook also considers the potential for protracted weakness in the company's key commercial construction end-market to continue to pressure operating performance. As such, Moody's has concerns over the company's ability to maintain compliance with the financial covenants governing its senior secured credit facilities. However, the confirmation of the Ba3 rating is supported by the company's aggressive cost reduction activities, expectations for positive free cash flow, and Moody's opinion that credit metrics are still good for the ratings category. These ratings were confirmed: -- Corporate family rating at Ba3; -- Probability-of-default rating at B1; -- $75 million senior secured revolving credit facility due 2012 at Ba2 (LGD2, 23%). Point estimate revised from (LGD2, 25%); -- $256 million senior secured term loan due 2012 at Ba2 (LDG2, 23%). Point estimate revised from (LGD2, 25%). The last rating action was on February 26, 2009, when Moody's placed ARC's ratings, including its Ba3 corporate family rating, under review for possible downgrade. Headquartered in Walnut Creek, California, American Reprographics Company, L.L.C., is a leading reprographics service company in the U.S. The company recorded sales of $653 million through the twelve months ended March 31, 2009. ARVINMERITOR: Fitch Keeps Junk Issuer Default Rating on WatchNeg. ----------------------------------------------------------------- Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. ASARCO LLC: Objects to Harbinger Disclosure Statement ----------------------------------------------------- ASARCO LLC and its debtor-affiliates believe that the disclosure statement of the plan of reorganization filed by Harbinger Master Fund I, Ltd. does not provide "adequate information" under Section 1125 of the Bankruptcy Code. The Debtors thus ask the U.S. Bankruptcy Court for the Southern District of Texas to direct Harbinger to make certain modifications to its Disclosure Statement, or to the portions of the combined disclosure statement describing the Harbinger Plan, prior to its dissemination to creditors. As reported by the Troubled Company Reporter on June 2, 2009, Harbinger Capital Partners Master Fund I, Ltd., delivered to the U.S. Bankruptcy Court for the Southern District of Texas a Chapter 11 Plan of Reorganization and Disclosure Statement for ASARCO LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc., on May 27, 2009. Harbinger is one of the Debtors' major bondholders. Harbinger previously sought and obtained the Court's permission to file its own plan to take ASARCO LLC out of bankruptcy. The Harbinger Plan provides for the purchase of ASARCO LLC's assets for $500 million and the assumption of certain liabilities. Lawrence M. Clark, Jr., Harbinger's vice president, signed the Harbinger Plan. Copies of the Harbinger Plan and Disclosure Statement, as well a redlined copy of the Harbinger Plan versus the Debtors' Plan, are available for free at: http://bankrupt.com/misc/ASARCO_Harbinger_Plan_05272007.pdf http://bankrupt.com/misc/ASARCO_Harbinger_DS_05272007.pdf http://bankrupt.com/misc/ASARCO_Harbinger_ComparedPlan.pdf Representing the Debtors, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, contends that the Disclosure Statement completely neglects to discuss specific terms of the Harbinger Plan. He asserts that Harbinger should discuss in detail the various provisions of the Harbinger Plan to give creditors an opportunity to make an informed decision. The Harbinger Disclosure Statement is confusing in that it purports to adopt provisions of the Debtors' Disclosure Statement without providing any detail as to which provisions are incorporated and which provisions are excluded, Mr. Kinzie argues. He insists that Harbinger should specify which components of the Debtors' financial information, if any, it does not endorse in its Disclosure Statement. In general, Mr. Kinzie points out, the Harbinger Disclosure Statement fails to provide any meaningful analysis and discussion regarding the Harbinger Plan. Accordingly, the Debtors reserve their right to further object to the Disclosure Statement once it is amended to provide a more detailed analysis of the Harbinger Plan to allow the Debtors, the creditor constituents, and their professionals an opportunity for a meaningful review. The Debtors also argue that the Disclosure Statement lacks important information, including: -- an analysis why Harbinger's offering of $500 million is a reasonable value for ASARCO's assets or is preferable to the consideration offered under the new purchase and sale agreement of Sterlite (USA), Inc.; -- Harbinger's position on litigations involving the Debtors; -- the basis of Harbinger's estimation on asbestos-related claims; -- the agreement in principle between the Asbestos Fiduciaries and the Parent; -- estimated recoveries of claims; -- labor issues; and -- source of funding of the Harbinger Plan. More Objections (1) ASARCO Incorporated Americas Mining Corporation ASARCO Incorporated and Americas Mining Corporation contend that the disclosure statement filed by Harbinger Capital Partners Master Fund I, Ltd., in support of its Chapter 11 plan of reorganization should not be approved because (i) it fails to provide adequate information with respect to matters that are important and material to the determinations to be made by those parties-in-interest that would vote on the Harbinger Plan, and (ii) it pertains to the patently unconfirmable Harbinger Plan. Unless the Disclosure Statement is modified to address issues, the parties-in-interest solicited to vote on the Harbinger Plan will not be able to make an informed voting decision, argues Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas. Even if the Disclosure Statement's material omissions are corrected, he maintains, the Disclosure Statement still should not be approved because the matters that make the Harbinger Plan unconfirmable cannot be corrected. (2) Official Committee of Asbestos Claimants Future Claims Representative The Official Committee of Asbestos Claimants and the Future Claims Representative, Robert C. Pate, complain that the Disclosure Statement fails to disclose that $500,000,000 is less than fair market value for ASARCO LLC's assets. The Asbestos Fiduciaries argue that the Disclosure Statement fails to disclose: -- that the proponents of the Harbinger Plan have refused to put up a deposit to guarantee performance of the Harbinger plan sponsor's obligations under the Harbinger Plan; -- that the proponents of the Harbinger Plan have no evidence to dispute the validity of the proposed settlement of the Debtors' asbestos liabilities embodied in the agreement in principle between the Asbestos Fiduciaries and the Parent; -- the extent of the Harbinger plan proponents' ownership or holdings, directly and through affiliates, of bonds issued by ASARCO LLC, and non-bond claims against the Debtors' bankruptcy estates, if any; -- what asbestos creditors will receive under the Harbinger Plan; and -- any details about the proposed auction or bid process contemplated by Harbinger in connection with its declaration that the Harbinger Plan will permit any alternative plan sponsor to purchase substantially all of ASARCO's assets. (3) Fireman's Fund Insurance Company Fireman's Fund Insurance Company tells the Court that it opposes Harbinger Capital Partners Master Fund I Ltd.'s Disclosure Statement on a limited basis, out of an abundance of caution to seek confirmation that its "Position Statement Regarding Risk Of No Insurance Coverage" will be fully incorporated into the Harbinger Disclosure Statement. In the event Harbinger asserts that the Position Statement is not included in the Harbinger Disclosure Statement, FFIC objects to the approval of the Disclosure Statement because it lacks adequate information as required by Section 1125 of the Bankruptcy Code, and describes an unconfirmable Plan. (4) Century Indemnity Company Century Indemnity Company, as successor to CCI Insurance Company, as successor to Insurance Company of North America and as successor to CIGNA Specialty Insurance Company, is concerned that the Disclosure Statement lacks adequate information as required by Section 1125 of the Bankruptcy Code. M. Forest Nelson, Esq., at Burt Barr & Associates, L.L.P., in Dallas, Texas, contends that numerous exhibits to the Harbinger Plan are missing in the Disclosure Statement. He argues that the Disclosure Statement is missing crucial documents necessary for creditors to make an informed decision to accept or reject the Harbinger Plan. (5) Mitsui & Co. Mitsui & Co. (U.S.A.), Inc., points out that there are certain incomplete areas of the Disclosure Statement. Mitsui thus asks the Court to direct Harbinger to supplement its Disclosure Statement. If a single "Joint Disclosure Statement" is to be produced describing both the Harbinger Plan and any other competing plan of reorganization, Mitsui says its clarifications should be included in the Joint Disclosure Statement with respect to all Plans. Mitsui insists that the Disclosure Statement should include clarifications regarding: -- the treatment of the Debtors' capital stock interest in AR Silver Bell, Inc.; -- the actual or alleged impairment of any sub-Class for purposes of satisfying the requirement of Section 1129(a)(10) of the Bankruptcy Code; and -- sufficient liquidation analysis to explain how the Harbinger Plan will satisfy the requirements of Section 1129(a)(7). About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). ASARCO LLC filed a plan of reorganization on July 31, 2008, premised on the sale of the Debtors' assets to Sterlite USA for $2.6 billion. By October 2008, ASARCO LLC informed the Court that Sterlite refused to close the proposed sale and thus, the Original Plan could not be confirmed. The parties has since renewed their purchase and sale agreement and ASARCO LLC has obtained Court approval of a settlement and release contained in the new PSA for the sale of the ASARCO assets for $1.1 billion in cash and a $600 million note. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted its own plan which allows it to keep its equity interest in ASARCO LLC by offering full payment to ASARCO's creditors. AMC offered provide up to $2.7 billion in cash and a $440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASPEN STREET: Court Explains Ambiguous Chapter 11 Plan ------------------------------------------------------ WestLaw reports that an ambiguity arising from a conflict between two provisions of the debtor's confirmed Chapter 11 plan dealing with the calculation of a bank's oversecured claim: -- one of which specified that the amount of the claim would be set by agreement or, if no agreement could be reached, by court order, and -- the other of which set forth a formula for determining the amount of the claim and seemingly obviated the need for any negotiation between the parties, would be resolved by construing the first provision, the one requiring negotiation between the parties, as limiting that negotiation only to the proper application of the formula, and as not opening up for negotiation any matters resolved by the formula, such as the bank's right only to postpetition, preconfirmation interest and not to postpetition, preconfirmation attorney fees and late charges. Such a construction best harmonized the provisions, and also gave greater weight to that setting forth the formula, as the more specific provision. In re The Aspen Street Corp., --- B.R. ----, 2009 WL 1514304 (Bankr. E.D. Pa.). The Aspen Street Corporation, operating Rembrandt's Restaurant & Bar -- http://www.rembrandts.com/-- sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 07-10858) on February 9, 2007, and a full-text copy of the Debtor's Chapter 11 petition is available at http://bankrupt.com/misc/paeb07-10858.pdfat no charge. At the time of the filing, the debtor estimated less than $10,000 in assets, debts between $100,000 and $1,000,000, and less than 50 creditors. The Debtor is represented by Albert Cardi, III, at Ciardi & Ciardi, PC, in Philadelphia. ATHEROGENICS INC: Court Confirms Second Amended Plan ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia has confirmed AtheroGenics Inc.'s Second Amended Plan, as modified, BankruptcyData.com reports. As reported in the Troubled Company Reporter on April 27, 2009, pursuant to the Plan, all property of the Debtor and its estate, including cash, will vest automatically in the Post-Confirmation Debtor and the Liquidating Fund on the Plan's Effective Date, free and clear of all liens, claims, and interests. A Liquidating Agent will be appointed to administer any remaining assets in the Liquidating Fund and to make distributions to holders of claims pursuant to the terms of the Plan. The Post-Confirmation Debtor will be vested with all of the Debtor's previously unsold assets, including its causes of action, which will be administered, liquidated, prosecuted, settled, and enforced under the direction and control of the Liquidating Agent. Classes and Treatment of Claims The Plan segregates the various claims against and interests in the Debtor into nine separate classes: Class Description Treatment ----- --------------------- ---------------------------- 1 Secured Claims Unimpaired; Deemed to Accept 2 Priority Claims Unimpaired; Deemed to Accept 3 2008 Note Holder Impaired; Entitled to Vote Claims 4 2011 Note Holder Impaired; Entitled to Vote Claims 5 2012 Note Holder Impaired; Entitled to Vote Claims 6 General Unsecured Impaired; Entitled to Vote Claims 7 Unsecured Convenience Impaired; Entitled to Vote Claims 8 Interests Impaired; Deemed to Reject General Unsecured Claims, 2008 Convertible Notes, 2011 Convertible Notes and 2012 Convertible notes will all receive on the Initial Distribution Date and continuing on each subsequent Distribution Date up to and including the Final Distribution Date, a pro rata distribution of any available Liquidation Proceeds that remain after the payment and satisfaction of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Gap Period Claims, and Allowed Claims in Classes 1, 2 and 7, subject to Retained Proceeds. Holders of Unsecured Convenience Claims will receive, on either (i) the first Distribution Date after the applicable Claims Objection Deadline has occurred, if no objection to that Claim has been timely filed, or (ii) the first Distribution Date after the date on which any objection to that Unsecured Convenience Claim is settled, withdrawn or overruled pursuant to a Final Order of the Bankruptcy Court, in full and final satisfaction of that Holder's Allowed Class 7 Claim, a one-time Cash payment in an amount equal to 16% of the Holder's Allowed Class 7 Claim. All Interests of the Debtor that are held by a person other than the Debtor, if any, will be deemed cancelled and extinguished. A full-text copy of Atherogenics, Inc.'s Disclosure Statement explaining its Chapter 11 Plan is available at: http://bankrupt.com/misc/Atherogenics.2ndAmendedDS.pdf About Atherogenics Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. -- http://www.atherogenics.com/-- is a research-based pharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of chronic inflammatory diseases, including diabetes and coronary heart disease. It has one late stage clinical drug development program. On September 15, 2008, five creditors holding claims totaling $20,413,000 pursuant to the company's 4.5% Convertible Notes due 2008 filed an involuntary Chapter 7 petition against the Debtor (Bankr. N.D. Georgia Case No. 08-78200). The petitioning noteholders were: -- AQR Absolute Return Master Account, L.P., -- CNH CA Master Account, L.P., -- Tamalpais Global Partner Master Fund, LTD, -- Tang Capital Partners, LP, and -- Zazove High Yield Convertible Securities Fund, L.P. On October 6, the Debtor filed a motion to convert its Chapter 7 case to one under Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200). James A. Pardo, Jr., Esq., and Michelle Carter, Esq., at King & Spalding, LLP, represent the Debtor as counsel. Akin Gump Strauss Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning & Martin, LLP, represent the Official Committee of Unsecured Creditors as counsel. Administar Services Group LLC is the Claims, Noticing, and Balloting Agent for the Debtor. As reported in the Troubled Company Reporter on February 21, 2009, at December 31, 2008, the Debtor had total assets of $51,659,219, total liabilities of $307,171,466, and a stockholders' deficit of $255,512,247. AVIZA TECHNOLOGY: Seeks Chapter 11 Relief to Pursue Sumitomo Sale ----------------------------------------------------------------- Aviza Technology Inc. and two of its subsidiaries, Aviza Inc. and Trikon Technologies Inc., filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code as a result of the global economic recession, demand for semiconductor manufacturing equipment has declined dramatically. Over the past several months, the company has undertaken significant efforts to reduce its expenses and working capital requirements in response to these unprecedented market conditions. These efforts have included significant work force reductions, executive salary cuts, mandatory time off for all of the company's employees and significant decreases in non-labor expenses. At the same time, the company has been working with Needham & Company, LLC to review and pursue financial and strategic options for the company to maximize value on behalf of all of the company's stakeholders, including merging with or into another company, a sale of all or substantially all of the company's assets, and the liquidation or dissolution of the company through bankruptcy proceedings. The company said the continuing declines in orders from and shipments to customers and related cash collections, the recent acceleration of its borrowings under its secured credit facility, and its inability to identify new sources of liquidity have caused it to seek bankruptcy protection in order to better manage its operations through an orderly restructuring process. United Commercial Bank demanded on May 20, 2009, for immediate payment of the entire amount -- all interest accrued -- due to the lenders under that certain loan and security agreement dated April 13, 2007, as amended twice, due to the occurrence and continuation of events of default, said Patrick C. O'Connor, executive vice president and chief financial officer, in a regulatory filing with the Securities and Exchange Commission. As of May 26, 2009, the company's outstanding balance under agreement was approximately $29.5 million, Mr. O'Connor noted. Before it filed for bankruptcy, the company executed a nonbinding letter of intent to sell certain of its assets and businesses to Sumitomo Precision Products Co., Ltd. Through the bankruptcy proceedings, the company intends to pursue its proposed strategic transaction with Sumitomo and effectuate other significant asset sales in order to maximize value on behalf of all of its stakeholders. The company expects to continue essential operations, including product support, service and warranty programs, during this process. "We have been working hard to find a buyer that would best leverage our products and provide on-going support to our customers," commented Jerry Cutini, Aviza's President and CEO. "Through this voluntary bankruptcy process, we can continue to operate our business and pursue an orderly transition to SPP with minimal impact on our customers and employees." NASDAQ Incompliance On May 19, 2009, the company received a letter from Nasdaq notifying it that it does not comply with the obligation to file periodic reports under Rule 5250(c) of the Nasdaq Listing Rules. According to Nasdaq's letter, the company will be provided 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the plan, the company may be granted an exception of up to 180 calendar days from the filing's due date, or until November 9, 2009, to regain compliance. Quarterly Financial Results As of December 26, 2008, the company reported $89.36 million in total assets and $69.02 million in total debts resulting in a $20.34 million stockholders' equity. The company reported $1.28 million net income on net sales of $25.23 million for the quarter ended December 26, 2008, compared to $8.52 million net loss on net sales of $34.01 million for the quarter December 28, 2007. A full-text copy of the company's quarterly financial results is available for free at http://ResearchArchives.com/t/s?394c About Aviza Technology Headquartered in Scotts Valley, California, Aviza Technology Inc. (NASDAQ GM:AVZA) -- http://www.aviza.com-- designs, manufactures, sells and supports semiconductor capital equipment and process technologies for the global semiconductor industry and related markets. The company's systems are used in a variety of segments of the semiconductor market for advanced silicon for memory devices, 3-D packaging and power integrated circuits for communications. The company's manufacturing, R&D, sales and customer support facilities located in the United Kingdom, Germany, France, Taiwan, China, Japan, Korea, Singapore and Malaysia. BANK OF AMERICA: Will Cover Former Countrywide Chief's Legal Fees ----------------------------------------------------------------- Bloomberg News reports that Bank of America Corp. will have to spend more than $20 million in legal fees for former Countrywide Financial Corp. Chief Angelo Mozilo and his two former deputies. According to the Troubled Company Reporter on June 8, 2009, the U.S. Securities and Exchange Commission accused Mr. Mozilo, David Sambol, and Eric Sieracki of fraud. The SEC unveiled e-mails in which Mr. Mozilo warned of Countrywide's "toxic" subprime mortgages. The SEC is seeking financial penalties, which include repayment from Mr. Mozilo of $139 million in stock-trading profits and a ban on the three men serving as an officer or director of a company. The SEC alleged that Mr. Mozilo dumped almost $140 million in Countrywide stock using inside information about increased risk Countrywide was facing by underwriting high-risk loans. The SEC said that Messrs. Mozilo, Sambol, and Sieracki falsely assured investors about Countrywide's mortgage business by stating that they underwrote low-risk mortgages. The SEC claimed that Countrywide had lowered its lending standards dramatically and that Mr. Mozilo said that a certain kind of subprime loan "is the most dangerous product in existence and there can be nothing more toxic." Bloomberg relates that BofA, which owns Countrywide, said that Mr. Mozilo, who was sued for insider trading last week, is covered by an indemnity clause. Bloomberg relates that BofA will also have to pay for legal fees of Messrs. Sambol and Sieracki. Bloomberg quoted BofA spokesperson Robert Stickler as saying, "This isn't something that Bank of America decided to do. It was required when Mr. Mozilo was an employee." Bloomberg notes that defending the former Countrywide execs may cost more than $20 million, adding to BofA's regulatory and legal challenges as it seeks to pare the federal stake and CEO Kenneth Lewis prepares to testify before Congress about his purchase of Merrill Lynch & Co. About Countrywide Financial Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- is a diversified financial services provider and a member of the S&P 500, Forbes 2000 and Fortune 500. Through its family of companies, Countrywide originates, purchases, securitizes, sells, and services residential and commercial loans; provides loan closing services such as credit reports, appraisals and flood determinations; offers banking services which include depository and home loan products; conducts fixed income securities underwriting and trading activities; provides property, life and casualty insurance; and manages a captive mortgage reinsurance company. As reported by the Troubled Company Reporter, Bank of America closed its purchase of Countrywide Financial for $2.5 billion on July 1, 2008. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. The bank needed the government's financial help in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. Merrill Lynch's operations are organized into two business segments: Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. BERNARD L MADOFF: Customers Question Claims Valuation Method ------------------------------------------------------------ Customers of Bernard L. Madoff Investment Securities Inc. filed a class action suit last week giving the bankruptcy judge an opportunity to decide how victims' claims will be valued when Madoff's trustee calculates distributions, Bloomberg's Bill Rochelle reports. Given that the Madoff firm was a Ponzi scheme in which securities were never purchased with customers' funds, the Madoff trustee has taken the position that a customer's claim will be the amount deposited less amounts received. Under the trustee's theory, customers who managed to take out all their investments would have no claim for fictitious profits still on the books when the bankruptcy began. According to the report, the plaintiffs in the new suit argue that governing federal law requires valuing claims based on the "net equity" shown on each customer's account statement regardless of whether securities were purchased or not. They point to legislative history where a report to the House of Representatives said a customer's claim would include the value of securities "never purchased." The customers also argue the Madoff trustee is taking a position different from the policy developed by the Securities Investor Protection Corp. in another Ponzi scheme liquidation. The firm's founder, Bernard Madoff, pleaded guilty in March to defrauding investors of as much as $65 billion and faces a prison term up to 150 years. The firm's liquidation in U.S. Bankruptcy Court began in December with the appointment of trustee under the Securities Investor Protection Act. Madoff himself went into an involuntary Chapter 7 liquidation in April. The trustee for the firm is seeking to consolidate Madoff's individual Chapter 7 bankruptcy into the SIPA liquidation of the broker. The SIPA case is Securities Investor Protection Corp. v. Bernard L. Madoff Investment Securities Inc., 08-01789, U.S. Bankruptcy Court, Southern District of New York (Manhattan). Madoff's individual Chapter 7 bankruptcy is In re Bernard Madoff, 09-11893, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Bernard Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on December 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least $50 billion. Also, on December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. BERNARD L MADOFF: Court OKs Consolidation of Bankruptcy Cases ------------------------------------------------------------- Phil Wahba at Reuters reports that the Hon. Burton Lifland of the U.S. Bankruptcy Court for the Southern District of New York has approved the consolidation of bankruptcy cases involving Bernard Madoff. The consolidation of the cases would save money and increase the odds of retrieving stolen assets, Reuters states, citing Judge Lifland. According to Reuters, Judge Lifland said that having one common trustee oversee Mr. Madoff's personal bankruptcy case and another case brought by the Securities Investor Protection Corp would "maximize" the odds of asset recovery and avoid duplication of efforts. Mr. Madoff's creditors would "reap benefits because SPIC is underwriting the costs of the recovery" and that the trustee in the bankruptcy case would have more than a "titular role," Reuters reports, citing Judge Lifland. Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on December 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least $50 billion. Also on December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. BOB E. WARNER: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Bob E. Warner and his wife, Frances M. Warner, have filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Kansas, court documents say. Shane Farley and Shawn Wheat at Newscow report that the Warners listed $976,950 in assets and $1.1 million in liabilities. According to Newscow, the Warners owe $72,014 in unpaid taxes to government entities, including the Internal Revenue Service, Kansas Department of Revenue, and Butler County Treasurer's Office. Home National Bank is the Warners' largest secured creditor, owed below $600,000 for three real estate mortgages, Newscow relates. Newscow states that the Warners' largest unsecured, non-priority creditor is the Arkansas City, owed $240,000 for the demolition of a building on Summit and the reconstruction of a wall associated with the demolition. According to the report, Arkansas City took action to demolish the building several years ago after it was damaged. The report states that Mr. Warner and the city went to court over the issue. The report says that the court initially ruled that Mr. Warner wasn't liable for costs, but the decision was overturned on appeal. Newscow relates that the Warners will meet with creditors later this week to discuss a plan for satisfying their debt. Bob E. Warner is a Winfield businessman who over the years acquired loads of commercial real estate and operated a number of video-rental stores. In the past eight years, Mr. Warner has done business in Kansas and Oklahoma under the names Mega Movie, Mega Tan, Warner Video, and Antiques Plus Mall. CBG FLORIDA: Fitch Cuts Preferred Stock Rating to 'C/RR6' --------------------------------------------------------- Fitch Ratings has downgraded the ratings of The Colonial BancGroup and its subsidiaries following Colonial Bank, CNB's bank subsidiary, entering into an Order to Cease and Desist with the FDIC and the Alabama State Banking Department on June 9, 2009. Fitch has placed the ratings on Rating Watch Evolving. In addition to the requirements to improve management, as well as certain policies and procedures, Colonial Bank is required to make improvements in asset quality and improve capital. In particular, the C&D requires CNB to increase Colonial Bank's Tier I Leverage capital ratio to 8% and Total Risk Based Capital ratio to 12% by Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based Capital ratios were 5.45% and 10.78% on March 31, 2009. Given this regulatory action, Fitch believes the likelihood of CNB executing its $300 million pending transaction with the consortium of investors lead by Taylor Bean & Whitaker may be negatively impacted. A part from the C&D, escalating credit problems have continued to generate significant losses, further weakening the company's capital position, and eroding the benefit of potential capital augmentations. The preponderance of credit concerns remains in CNB's residential real estate construction portfolio; the majority of which resides in the troubled Florida market. Fitch recognizes the positive momentum that has been realized regarding the pending transaction, as evidenced by the satisfaction of the due diligence contingency on May 22, 2009. While the capital augmentation from TBW alone would not allow CNB to reach the required enhanced capital levels, the additional $550 million of capital from issuing preferred stock through the Treasury's Capital Purchase Program should bring the company's capital ratios into compliance. The Watch Evolving status reflects that the ratings could be positively impacted should the TBW transaction be completed and CNB receive the capital necessary to comply with the aforementioned C&D capital requirement. Conversely, should the transaction not come to fruition and CNB fail to raise the necessary capital through public and private sources, as well as fail to meet the other requirements of the C&D, a further downgrade could result. Fitch has downgraded these ratings and placed them on Watch Evolving: The Colonial BancGroup, Inc. -- Long-term Issuer Default Rating to 'CCC' from 'B-'; -- Subordinated debt to 'C/RR6' from 'CCC/RR6'; -- Short-term IDR to 'C' from ' B'. Colonial Bank -- Long-term IDR to 'B-' from 'B+'; -- Long-term deposits to 'B/RR3' from 'BB-/RR3'; -- Subordinated debt to 'CC/RR6' from 'B/RR6'; -- Individual to 'E' from 'D/E'. Colonial Capital Trust IV -- Preferred stock to 'C/RR6' from 'CC/RR6'. CBG Florida REIT -- Preferred stock to 'C/RR6' from 'CC/RR6'. In addition, Fitch has affirmed these ratings: The Colonial BancGroup, Inc. -- Individual at 'E'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. Colonial Bank -- Short-term IDR at 'B'; removed from Watch Negative; -- Short-term deposits at 'B'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. CDX GAS: Court Approves CDX Rio's Disclosure Statement ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas has approved the disclosure statement with respect to CDX Rio, LLC's plan of reorganization. A hearing to consider confirmation of the Plan will be held on June 24, 2009, at 10:45 a.m. Central Time. The last day for filing written objections to the confirmation of the Plan is June 19, 2009, at 4:00 p.m. Central Time. The voting deadline is also June 19, 2009, at 4:00 p.m. Central Time. As reported previously, on April 24, 2009, CDX Rio, LLC delivered to the Bankruptcy Court a disclosure statement explaining its Chapter 11 plan of reorganization. Under the Plan, the Debtor is receiving approximately $73,000,000 for the issuance of the New Equity. The proceeds from the sale will be used to pay distributions under the Plan. Holders of general unsecured claims will receive no distribution under the Plan and are deemed to have voted to reject the Plan. Equity Interests will be cancelled and holders thereof are deemed to have voted to reject the Plan. First Lien Debt Secured Claims and Second Lien Debt Secured Guaranty Claims are the only classes that are entitled to vote on the Plan. First Lien Debt Secured Claims will receive its pro rata distribution of (i) the net proceeds from the issuance of New Equity and (ii) to the extent the Allowed First Lien Debt Loan has not been paid in full, the proceeds from the Holdback Escrow. Second Lien Debt Secured Guaranty Claims will receive its pro rata share of (i) the Residual Assets and (ii) to the extent the First Lien Debt Loan has been paid in full, the proceeds of the Debtor's interest in the Holdback Escrow. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?3c8f A full-text copy of the proposed Chapter 11 Plan is available for free at http://ResearchArchives.com/t/s?3c90 Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/-- is an independent gas company that explores, develops, and produces onshore North American unconventional natural gas resources located in coal, shale, and tight gas sandstone formations. The Company and 19 of its affiliates filed for Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead Case No. 08-37922). CDX Rio, LLC, an entity in which CDX Gas indirectly owns a 90% membership interest, and Arkoma Gathering, LLC, an entity in which CDX Gas owns a 75% membership interest, filed for Chapter 11 protection on April 1, 2009. Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the Debtors in their restructuring efforts. In its schedules, CDX listed total assets of $996,308,606 and total debts of $831,259,526. CELLU TISSUE: Change in Note Amount Won't Move Moody's 'B2' Rating ------------------------------------------------------------------ Moody's Investors Service said the revision in the principal amount of Cellu Tissue's senior secured notes does not affect its ratings. The last rating action occurred on May 13, 2009, when Moody's assigned a B2 to Cellu Tissue's proposed notes and changed the ratings outlook to positive from stable. Cellu Tissue is a manufacturer of converted tissue products, tissue hard rolls and machine-glazed paper used in the manufacture of various end products, including diapers, facial and bath tissue, assorted paper towels and food wraps. Headquartered in Alpharetta, Georgia, Cellu Tissue generated pro forma sales of approximately $552 million in the fiscal year ended February 28, 2009. CHARTER COMMUNICATIONS: Seeks to Hire Marshall as IP Counsel ------------------------------------------------------------ Charter Communications Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Marshall, Gerstein & Borun LLP as their intellectual property counsel, nunc pro tunc to their petition date pursuant to an engagement letter between the Debtors and Marshall dated April 29, 2009. As IP counsel, Marshall will: (a) litigate against entities infringing the Debtors' intellectual property rights, including Verizon and related Verizon entities; (b) defend against entities alleging that the Debtors infringe their intellectual property rights, including Verizon, Rembrandt and Acacia; and (c) pursue intellectual property rights in the form of patents, trademarks, domain names, trade secrets, and others. Marshall will be paid based on its standard hourly rates: Billing Category Billing Rate ---------------- ------------ Partners $350 - $625 Of Counsel $300 - $500 Associates $250 - $400 Paraprofessionals $70 - $250 The professionals, and their current hourly billing rates, presently expected to have primary responsibility for providing services to the Debtors are: Professional Rate ------------ ---- Bradford Lyerla $625 Kevin D. Hogg $520 Jeffrey H. Dean $475 Michael Weiner $470 William J. Kramer $425 Anthony Gabrielson $360 Jon-Thomas Bloch $315 Jeffrey K. Berger $300 Marshall will also be reimbursed for its necessary out-of-pocket expenses incurred in connection with its retention as the Debtors' IP counsel. William J. Kramer, Esq., a partner at Marshall, discloses that it appears that the firm has represented, and does currently represent certain interested parties and entities, but only in unrelated matters and does not serve as general counsel to those entities, or their affiliates, parents, or subsidiaries. The interested parties are AIG, AON, Citadel LP, CNA, CNBC, Cognizant Corp., General Electric, Microsoft Corporation, MSNBC, National Union and Northwestern University. Mr. Kramer assures the Court that none of the firm's representations involve, or in the future will involve, the Debtors or any aspect of Marshall's relationship with the Debtors. Mr. Kramer further reveals that Marshall has not received any payments from the Debtors during the 12 months immediately preceding the Petition Date for services rendered or to be rendered in contemplation of or in connection with the Chapter 11 cases. He Notes, however, that Marshall is owed approximately $795,000 for legal services rendered before the Petition Date, and therefore, Marshall has a claim against the Debtors with respect to those prepetition amounts. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000, resulting in total shareholders' deficit of $10,851,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMMUNICATIONS: Court Approves Ernst & Young Employment --------------------------------------------------------------- Charter Communications Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young LLP as their tax services providers and accountants, nunc pro tunc to the Petition Date, in accordance with the terms and conditions set forth in the parties' engagement letters and other documents between the Debtors and E&Y. As accountants, E&Y will: (a) perform tax services as set forth in specific statements of work issued under a master tax services agreement; (b) provide various tax compliance services under a tax compliance services agreement, including to: * prepare federal Form 1065; * identify and determine tax return position issues; * perform analysis of fixed asset records; * maintain tax basis balance sheets, earnings and profits; * prepare book-to-tax reconciliation analyses; and * calculate differences in financial statement and tax income; (c) provide partnership allocation services, including to: * review federal tax depreciation calculations; * calculate tax depreciation and amortization; * allocate income pursuant to the relevant provisions of the operating agreement of Charter Communications Holding Company; and * determine the amount of any adjustments resulting from the sale or exchange of membership interests during the year; (d) will provide Chapter 11 bankruptcy tax assistance services, including to: * assist client personnel in developing an understanding of the tax issues and options related to client's Chapter 11 filing; * assist and advise client in developing an understanding of the tax implications of its bankruptcy restructuring alternatives and post-bankruptcy operations; * understand reorganization and restructuring alternatives client is evaluating with its existing bondholders and other creditors that may result in a change in the equity, capitalization and ownership of the shares of client or its assets; and * prepare calculations and apply the appropriate federal, state and local tax law to historic information regarding changes in ownership of client's stock to calculate whether any of the shifts in stock ownership may have caused an ownership change that will restrict the use of tax attributes; and (e) provide fresh start accounting advisory services, including assisting, participating and teaming with the company-sponsored project management team for certain activities that include developing detailed work plans, company and E&Y LLP resource requirements, project timelines, communication and status reporting protocols, expected deliverables and management training activities, which will include assistance with the identification of assets and liabilities for which fair value adjustments will be required. E&Y will be paid according to its hourly rates for specific services rendered: Tax Compliance Fresh Start Services Acctg. Services ------------ --------------- Position Hourly Rates Hourly Rates -------- ------------ ------------ Partner $550 $450 Executive Director $490 -- Senior Manager $382 $300 Manager $213 $250 Senior $191 $200 Staff $147 $150 E&Y will also be paid for Partnership Allocation Services and the Chapter 11 Bankruptcy Tax Assistance Services based on these hourly rates: Position Hourly Rates -------- ------------ Partner/Principal $790 - $1,0104 Executive Director $688 - $805 Senior Manager $688 - $750 Manager $575 - $645 Senior $400 - $505 Staff $175 - $285 In addition to the hourly rates, the Debtors will also reimburse E&Y's direct expenses incurred in connection with its retention in the bankruptcy cases. As of the Petition Date, E&Y was not owed any amounts by the Debtors. However, as of May 19, 2009, the Debtors owed E&Y approximately $300,000 in respect of services provided postpetition, discloses Gregory L. Doody, the Debtors' chief restructuring officer and senior counsel. Mr. Doody also reveals that during the 90 days immediately preceding the Petition Date, the Debtors paid to E&Y fees totaling $1,250,000, which were received by E&Y as a retainer. E&Y is currently holding the remaining portion of the retainer, totaling approximately $136,000, which will be applied by E&Y LLP in payment of compensation and reimbursement of expenses incurred in the future, subject to prior Court approval. All requests of E&Y for payment of indemnity pursuant to the Engagement Letters will be made by means of an application, and will be subject to review by the Court to ensure that payment of the indemnity conforms to the terms of the Engagement Letters, and is reasonable based upon the circumstances of the litigation or settlement in respect of which indemnity is sought, provided that in no event will E&Y be indemnified in the case of its own bad- faith, self-dealing, breach of fiduciary duty, gross negligence, or willful misconduct, Mr. Doody tells Judge Peck. David DesPain, a partner at E&Y, assures the Court that his firm does not hold nor represent any interest materially adverse to the Debtors in matters for which the firm is proposed to be retained. He adds that E&Y is a "disinterested person" as that term is defined in Section 101 (14) of the Bankruptcy Code. * * * Judge James M. Peck approved the application. During the pendency of the Chapter 11 cases and without prejudice to E&Y, Judge Peck ruled that E&Y will not employ independent contractors to provide professional services to the Debtors or otherwise with respect to their cases, provided that, with respect to independent contractors, the provision will not apply to services related to non-professional expenses. All requests of E&Y for payment of indemnity pursuant to the Engagement Letters will be made by means of a fee application and will be subject to review by the Court to ensure that payment of the indemnity conforms to the terms of the Engagement Letters, and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity is sought, provided that in no event will E&Y be indemnified in the case of its own bad- faith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct. The Court further ordered that in no event will E&Y be indemnified if the Debtors or a representative of the bankruptcy estates asserts a claim for, and a court determines by final order that the claim arose out of, E&Y's own willful misconduct. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000, resulting in total shareholders' deficit of $10,851,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMMUNICATIONS: Court Okays KMPG Employment as Auditor -------------------------------------------------------------- Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York authorized Charter Communications Inc. and its debtor-affiliates to employ KPMG LLP as their auditor, nunc pro tunc to their petition date, pursuant to the parties' two separate engagement letters dated April 28, 2008, and February 6, 2009. As auditor, KPMG will: (a) issue reports on: * the consolidated balance sheets of the Debtors as of December 31, 2008, and 2007, the related consolidated statements of operations, changes in shareholders' deficit and member's equity/deficit, and cash flows for each of the years in the three-year period ended December 31, 2008; * certain of the Debtors' effectiveness of internal control over financial reporting as of December 31, 2008, as described in the Engagement Letters; * with respect to the application of certain debt compliance requirements set forth in the outstanding indentures and bank facility agreements of the Debtors as of December 31, 2008; (b) review the condensed consolidated balance sheets of the Debtors and the related condensed consolidated statements of operations and cash flows for the quarterly and year- to-date periods in 2008 as set forth in further detail in the Engagement Letter dated April 14, 2008; (c) review the condensed consolidated balance sheets of the Debtors and the related condensed consolidated statements of operations and cash flows for the quarterly and year- to-date periods in 2009 as set forth in further detail in the Engagement Letter dated February 6, 2009; and (d) provide other consulting, advice, research, planning, and analysis regarding audit services and accounting matters as may be necessary, desirable or requested by the Debtors during the course of the Chapter 11 cases. KPMG will be paid for its services based on its normal hourly billing rates, subject to certain reductions as set forth in the Engagement Letters, depending upon the types of services to be rendered. The range of normal and customary hourly rates for audit and accounting services to be rendered by KPMG are: Partners $650 - $850 Managing Directors/Directors $600 - $800 Senior Managers $575 - $750 Managers $475 - $650 Senior Associates $375 - $525 Associates $175 - $275 Para-Professionals $100 KPMG will also be reimbursed for reasonable and necessary expenses incurred in providing its professional services to the Debtors. Gregory L. Doody, the Debtors' chief restructuring officer and senior counsel, informs the Court that KPMG received a $670,350 retainer on January 26, 2009. On the Petition Date, there was an unused retainer balance of $25,000, which will be applied in the final fee application against payment for services rendered, disbursements made, and expenses incurred on behalf of the Debtors. To the extent the Application is granted, he says, KPMG has agreed to waive amounts owed, if any, for professional services rendered prior to the Petition Date. Mr. Doody avers that the Debtors intend that the services of KPMG will complement, and not duplicate the services rendered by any other professional retained in the bankruptcy cases. Gerald J. Carlson, a certified public accountant and a partner of KPMG, assures the Court that KPMG (i) does not hold or represent any interest adverse to the Debtors or their estates, and (ii) is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Notwithstanding anything in the application to employ KPMG, the declaration submitted by KPMG's partner, Gerald J. Carlson, or the Engagement Letters to the contrary, Judge Peck ruled that during the pendency of the Debtors' Chapter 11 cases and without prejudice to KPMG seeking different terms in other cases, KPMG will not employ tax professionals from member firms of KPMG International without Court approval, and will not employ independent contractors to provide professional services to the Debtors or otherwise with respect to the cases, provided that, with respect to independent contractors, the condition will not apply to services related to non-professional expenses. All requests of KPMG for payment of indemnity pursuant to the Engagement Letters will be made by means of an application, and will be subject to review by the Court to ensure that payment of the indemnity conforms to the terms of the Engagement Letters, and is reasonable based upon the circumstances of the litigation or settlement in respect of which indemnity is sought, provided that in no event will KPMG be indemnified in the case of its own bad- faith, self-dealing, breach of fiduciary duty, gross negligence or willful misconduct. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000, resulting in total shareholders' deficit of $10,851,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMMUNICATIONS: Creditors Panel Can Hire Ropes & Gray ------------------------------------------------------------- The Official Committee of Unsecured Creditors in Charter Communications Inc. and its debtor-affiliates' Chapter 11 cases sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to retain Ropes & Gray LLP as its counsel in connection with the Debtors' bankruptcy cases, nunc pro tunc to April 15, 2009. As counsel, Ropes & Gray will: (a) advise the Creditors Committee with respect to rights, duties and powers in the Chapter 11 cases; (b) assist and advise the Creditors Committee: * in its consultations with the Debtors relative to the administration of the cases; * with its communications to the general creditor body regarding significant matters in the cases; and * with respect to any legislative, regulatory or governmental activities; (c) assist the Creditors Committee in: * analyzing the claims of the Debtors' creditors and capital structure, and in negotiating with holders of claims and equity interests; * its investigation of the Debtors' acts, conduct, assets, liabilities and financial conditions, as well as business operations; * its analysis of, and negotiations with the Debtors or any third parties concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing or other transactions, and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; and * its review and analysis of the Debtors' various commercial agreements; (d) represent the Creditors Committee at all hearings and other proceedings; (e) review and analyze applications, order, statements of operations and schedules filed with the Court, and advise the Creditors Committee as to their propriety and, to the extent deemed appropriate by the Creditors Committee, support, join or object to them; (f) prepare, on the Creditors Committee's behalf, any pleadings, including motions, memoranda, complaints, adversary complaints, objections or comments in furtherance of the Creditors Committee's interests and objectives; (g) investigate and analyze any claims against the Debtors' non-debtor affiliates and lenders; (h) advise the Creditors Committee with respect to any sales of the Debtors' assets; and (i) perform other legal services as may be required. Ropes & Gray will be paid in its current hourly rates and reimbursed for necessary costs and expenses incurred in connection with its legal services. Ropes & Gray's current hourly rates are: Position Billing Rate -------- ------------ Partners $635 to $945 Special Counsel & Counsel $505 to $950 Associates $240 to $645 Paraprofessionals $115 to $280 The professionals of Ropes & Gray and their current hourly rates that are expected to have primary responsibility for providing services to the Creditors Committee are: Professional Position Rate ------------ -------- ---- David S. Elkind Partner $815 Mark R. Somerstein Partner $780 Keith H. Wofford Partner $745 Nila Williams Associate $565 Sarah Harris Weiss Associate $340 Dana Myers Associate $340 Therese Scheuer Associate $330 Mark R. Somerstein, Esq., a partner at Ropes & Gray, assured the Court that the firm represents no interest adverse to the Debtors' bankruptcy estates, creditors or the Creditors Committee. He adds that Ropes & Gray is a "disinterested person" within the meaning of Section 101 (14) of the Bankruptcy Code. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D. N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000, resulting in total shareholders' deficit of $10,851,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Chemtura Files Lawsuit Against Occidental Chemical ----------------------------------------------------------------- Chemtura Corp., a specialty chemical manufacturer, has filed a lawsuit in the U.S. Bankruptcy Court for the Southern District of New York against Occidental Chemical Corp., claiming that the chemical manufacturer violated bankruptcy law by failing to ship a product known as Dichlor 60 under a long-term contract, Bloomberg's Bill Rochelle reports. Dichlor 60 is used in making swimming pool chemicals. Chemtura has asked the Court to enter an injunction compelling Dallas-based OxyChem to ship the goods. OxyChem said Chemtura created the problem for itself when it failed to provide a required forecast and when it called for shipments outside of contract requirements. OxyChem asserted that this is a mere contract dispute and that it has not violated the so-called automatic stay. About Chemtura Corp Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Finalizes Sale to Fiat; New Chrysler Emerges ---------------------------------------------------------- Chrysler Group LLC and Fiat Group disclosed June 10, 2009, that they have finalized their previously announced global strategic alliance, forming a "new" Chrysler that has the resources, technology and worldwide distribution network required to compete effectively on a global scale. The new Chrysler will begin operations immediately. As part of the alliance, Fiat will contribute to Chrysler its world-class technology, platforms and powertrains for small- and medium-sized cars, allowing the company to offer an expanded product line including environmentally friendly vehicles increasingly in demand by consumers. Chrysler will also benefit from Fiat's management expertise in business turnaround and access to Fiat's international distribution network with particular focus on Latin America and Russia. "This is a very significant day, not only for Chrysler and its dedicated employees, who have persevered through a great deal of uncertainty during the past year, but for the global automotive industry as a whole," said Sergio Marchionne, who was named Chief Executive Officer of Chrysler Group LLC. "From the very beginning, we have been adamant that this alliance must be a constructive and important step towards solving the problems impacting our industry. We now look forward to establishing a new paradigm for how automotive companies can operate profitably going forward." Mr. Marchionne continued: "We intend to build on Chrysler's culture of innovation and Fiat's complementary technology and expertise to expand Chrysler's product portfolio both in North America and overseas. Those Chrysler operations assumed by the new company that were idled during this process will soon be back up and running, and work is already underway on developing new environmentally friendly, fuel-efficient, high-quality vehicles that we intend to become Chrysler's hallmark going forward. "The same attributes that first attracted us to this alliance -- a global automotive company with first-class technology, a devoted workforce, improved efficiency, a strong, global distribution network and an unyielding passion for building great cars that consumers want -- are even more true today. While it does not solve every issue faced by the automotive industry today, this alliance, established with the full support of President Obama's Administration, is a very significant step toward positioning Fiat and Chrysler to be leaders among the next breed of global automakers. This has, I know, been a difficult process for everyone involved, but we are ready to prove to the American consumer that Chrysler can once again be a strong, competitive company that produces a full portfolio of reliable vehicles that capture the imagination and inspire loyalty," Mr. Marchionne said. Under the terms approved by the U.S. Bankruptcy Court in New York and various regulatory and antitrust regulators, the company formerly known as Chrysler LLC on June 10 formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Chrysler Group in turn issued to a subsidiary of Fiat a 20 percent equity interest on a fully diluted basis in the new company. Fiat has also entered into a series of agreements necessary to transfer certain technology, platforms and powertrains to the new Chrysler. Fiat's equity interest will increase in increments by up to a total of 35 percent in the event that certain milestones mandated by the agreement are achieved, but Fiat cannot obtain a majority stake in Chrysler until all taxpayer funds are repaid. Similarly, the United Auto Workers' Retiree Medical Benefits Trust, a voluntary employees' beneficiary association trust has been issued an equity interest in Chrysler Group equal to 55 percent on a fully diluted basis. The U.S. Treasury and the Canadian Government have been issued an equity interest equal to 8 percent and 2 percent on a fully diluted basis, respectively. These interests reflect the anticipated share dilution as a result of Fiat's incremental equity assumption once the milestones outlined in the strategic alliance agreement are achieved. In addition to Mr. Marchionne, currently the Chief Executive Officer of Fiat S.p.A. serving as CEO, the new Chrysler will be managed by a nine-member Board of Directors, consisting of three directors to be appointed by Fiat, four directors to be appointed by the U.S. Government, one director to be appointed by the Canadian Government and one director to be appointed by the United Auto Workers' Retiree Medical Benefits Trust. The Board is expected to name C. Robert Kidder as Chairman. The process of determining additional board members is continuing and updates will be announced as appropriate. As previously announced, Chrysler has entered into an agreement with GMAC Financial Services to provide automotive financing products and services to the Company's North American (NAFTA) dealers and customers. GMAC Financial Services will be the preferred lender in North America for Chrysler, Jeep(R) and Dodge dealer and consumer business, including wholesale of new and used vehicles as well as retail. About Chrysler LLC 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. 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 U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler says that as of December 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRSYLER LLC: Chrysler Group Discloses Organizational Structure --------------------------------------------------------------- As Chrysler Group LLC prepares to begin operations, the new company formed in alliance with Fiat Group disclosed June 10, 2009, an organizational restructuring to focus on the Chrysler, Jeep(R), Dodge and Mopar(R) brands. The new leaner, flatter structure is intended to restore brand promise and dealer confidence. All appointments are effective immediately. "I personally feel privileged to have the opportunity to lead the new Chrysler and to work with senior management to build this company and our great brands into all we know they can and should be," said Sergio Marchionne, who was named Chief Executive Officer of Chrysler Group LLC. "That effort starts with leadership." Chrysler Group's new organization is based on a global brand- focused structure comprised of the Chrysler, Jeep, Dodge and Mopar brands, each with full profit and loss accountability. Common Commercial, Industrial and Corporate functions have been put in place to support the development, manufacture, distribution and sale of Chrysler, Jeep and Dodge products and Mopar parts by the brand organizations. "The new company's leadership structure has been developed to rebuild and grow the four iconic Chrysler brands," said Mr. Marchionne. "With a flattened organization designed to give leaders broad spans of control, we are able to increase the speed of decision-making and improve communication flow, ultimately bringing Chrysler Group management and employees closer to our customers." To assist the new company in the transition, Jim Press is appointed Deputy CEO and Special Advisor, reporting to Mr. Marchionne. In this position, Mr. Press will be instrumental in the restructuring of the Chrysler Group LLC. Mr. Press served most recently as Chrysler LLC Vice Chairman & President. Brand and Commercial Organizations Mr. Marchionne added: "The focus of the Brand organization is to rebuild and grow the company's four brands, beginning with their strong heritage. The structure is designed to focus on external competition, avoiding product overlap while maintaining the highest possible level of industrial optimization. The new company will align its networks with the brand positions, to restore brand promise and dealer confidence." In support of the Chrysler Group's brand operations, the company disclosed these appointments reporting to Mr. Marchionne: * Peter Fong is appointed President & Chief Executive Officer, Chrysler Brand, with full profit and loss responsibility for the Chrysler product portfolio. Mr. Fong will be the lead executive for the Sales organization with enterprise-wide responsibility. He served most recently as the Director of the Mid-Atlantic Business Center. * Michael Manley is appointed President & Chief Executive Officer, Jeep Brand, with full profit and loss responsibility for the Jeep product portfolio. Mr. Manley will also have enterprise-wide responsibility for the Product Planning organization with responsibility for coordinating the product plan and volume requirements of the Chrysler, Jeep and Dodge brand functions. He will work with the other brand Presidents to translate these into operating plans for the product development and manufacturing organizations. Mr. Manley served most recently as Executive Vice President, International Sales & Global Product Planning Operations. * Michael Accavitti is appointed President & Chief Executive Officer, Dodge Brand, with full profit and loss responsibility for the Dodge product portfolio. Mr. Accavitti will also have enterprise-wide responsibility for the Marketing organization with responsibility to coordinate worldwide marketing strategies, brand development and advertising for the Chrysler, Jeep and Dodge brands. Mr. Accavitti served most recently as Director, Dodge Brand Marketing. * Pietro Gorlier is appointed President & Chief Executive Officer, Mopar Service & Parts and Customer Services, with full profit and loss responsibility for the Mopar product portfolio and Service & Parts operations as well as Chrysler's Customer Service operations. Mr. Gorlier will have shared accountability with the brands, responsible for parts and services growth and delivery and an integrated world- class approach to customer support. Mr. Gorlier joins Chrysler Group from Fiat Group Automobiles and CNH, where he most recently served as the head of the Network and Owned Dealerships organization. * Joe ChamaSrour will continue to lead the new company's operations in Mexico as President & CEO, Chrysler de Mexico. * Reid Bigland will continue to lead the new company's operations in Canada as President & CEO, Chrysler Canada. Following a lengthy career with Chrysler, Steven Landry, Executive Vice President, North American Sales & Marketing, Global Service & Parts, has announced his intention to retire. Mr. Landry has offered to assist the new company in the transition. In addition to the appointments of the Brand CEOs, in support of the commercial operations, Chrysler Group LLC made this appointment reporting to Mr. Marchionne: * Peter Grady is appointed to lead the Network Development & Fleet organization as Vice President. His responsibilities include ensuring that the Chrysler Group's restructured dealer network operates at the highest possible level to ensure optimal sales volumes for Chrysler, Jeep and Dodge products. He is also responsible for managing Chrysler Group's fleet sales organization. Mr. Grady recently served as Director, Franchise Planning and Administration. "Control over commercial and industrial investments is related to the brand," said Mr. Marchionne. "Therefore we have developed a matrix-based organization where team work and a disciplined management process are at the core of its success. Understanding the management decision-making process and individual roles are key." Industrial Organizations In support of the industrial operations of Chrysler Group LLC, these appointments were made, reporting to Mr. Marchionne: * Scott Kunselman is appointed to lead the Product Engineering organization as Senior Vice President. Mr. Kunselman replaces Frank Klegon, who has announced his intention to retire after a distinguished career with Chrysler. In this position, Mr. Kunselman has responsibility for all product development strategy and advance-vehicle engineering. He also oversees product-development processes, testing and validation. Mr. Kunselman recently served as Vice President, Truck Product Team and Core Team Leader. * Ralph Gilles will continue to lead the Product Design organization as Senior Vice President. * Frank Ewasyshyn will continue to lead the Manufacturing organization as Executive Vice President and assumes responsibility for the World Class Manufacturing processes which are in the process of being rolled out throughout Chrysler's manufacturing footprint. * Doug Betts will continue to lead the Quality organization as Senior Vice President. * Scott Garberding will continue to lead the Procurement organization as Senior Vice President. * Michael Keegan is appointed to lead the Supply Chain Management organization as Senior Vice President. In this position, Mr. Keegan is responsible for the critical volume planning and logistics functions in close coordination with the Brand CEOs. Mr. Keegan is also responsible for driving dramatic improvements in service levels, working capital efficiency and complexity reduction; optimizing demand and supply to benefit balancing the needs and requirements of the individual brands; and, establishing consistent and effective supply chain processes. Mr. Keegan recently served as Vice President, Volume Planning and Sales Operations. Corporate and Functional Organizations Mr. Marchionne added: "As we work to rebuild Chrysler to its rightful place, our corporate support functions have a critical role. These organizations provide systems, processes, knowledge and tools to sustain the business requirements. They also ensure consistency across the company and most important, compliance to applicable laws and regulations worldwide." In support of the corporate needs of Chrysler Group LLC, these appointments were made, reporting to Mr. Marchionne: * Richard Palmer is appointed to lead the Finance organization as Senior Vice President and Chief Financial Officer. In this position, he is responsible for all of Chrysler Group LLC's finance activities including Corporate Controlling, Treasury and Tax. Mr. Palmer joins Chrysler Group LLC from Fiat Group Automobiles, where held the position of Chief Financial Officer. Mr. Palmer replaces Ron Kolka who will lead the orderly wind down of Chrysler LLC. * Jan Bertsch will continue to lead the Information Technology organization as Senior Vice President, Treasurer and Chief Information Officer. She will continue in her Treasury role reporting to Richard Palmer. * Nancy Rae will continue to lead the Human Resources organization as Executive Vice President. * Holly Leese will continue to lead the Legal organization as Senior Vice President and General Counsel for Chrysler Group LLC. * Gualberto Ranieri is appointed to lead the Communications organization as Senior Vice President. Mr. Ranieri joins Chrysler Group LLC from Fiat Group, where he led the International Communications function. Concurrently he has been responsible for the Communications function for Case New Holland, a leading manufacturer and seller of agriculture and construction machinery, which is part of the Fiat Group. * Laurie Macaddino is appointed to lead the Audit organization as Vice President. In this position, she will report on a dotted-line basis to the Chairman and the Audit Committee of the Board of Directors. Ms. Macaddino recently served as Vice President, Finance Operations. * John T. Bozzella will continue to lead the External Affairs organization as Senior Vice President. * Barb Pilarski has been appointed to lead the Business Development organization as Vice President. Ms. Pilarski recently served as Executive Director, Mergers & Acquisitions, NAFTA and South America. * Mark Chernoby has been appointed Vice President, Executive Coordinator and C/D Segment Product Engineering. In this position, he will lead the C/D Segment Product Engineering and be the executive coordinator for the management team. With these appointments, the restructuring of the supporting Chrysler Group LLC organizations begins immediately. Final additional organization structures to be announced upon completion. "As we begin the process of redesigning the new Chrysler and moving toward our new place in the American - and global - automotive industry, I would like to take the opportunity to thank the men and women of the company for their many contributions," Mr. Marchionne said. "Chrysler has been through a great deal of hardship and uncertainty over the recent past and I want to recognize their commitment." Under the terms approved by the U.S. Bankruptcy Court in New York and various regulatory and antitrust regulators, the company formerly known as Chrysler LLC on June 10 formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. In addition to Mr. Marchionne, currently the Chief Executive Officer of Fiat S.p.A. serving as CEO, Chrysler Group LLC will be managed by a nine-member Board of Directors, consisting of three directors to be appointed by Fiat, four directors to be appointed by the U.S. Government, one director to be appointed by the Canadian Government and one director to be appointed by the United Auto Workers' Retiree Medical Benefits Trust. The Board is expected to name C. Robert Kidder as Chairman. The process of determining additional board members is continuing and updates will be announced as appropriate. About Chrysler LLC 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. 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 U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler says that as of December 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Court Allows Rejection of 789 Dealership Agreements ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved Chrysler LLC and its debtor-affiliates' request to reject 789 dealership agreements effective as of June 9, 2009. All objections, to the extent not otherwise resolved, were overruled. Judge Arthur Gonzalez's order, filed Tuesday afternoon, came after two days of hearings in which dozens of dealers and their lawyers argued that little would be gained by terminating the franchises, notes Michael J. de la Merced of The New York Times. At the hearing held Tuesday which lasted more than four hours, Chrysler guaranteed dealers who are losing their franchises that it would find others to take their unsold vehicles. "The Debtors have implemented a reallocation program under which qualified new Chrysler, Dodge and Jeep vehicles held by consenting Affected Dealers will be purchased from the Affected Dealers by remaining authorized dealers on terms and conditions substantially similar to the repurchase of vehicles that otherwise would occur under certain Dealers Laws upon a termination of a dealership," the order stated. Judge Gonzalez also said that rejected dealers could file for damages. All Affected Dealers, who wish to assert claims against the Debtors arising out of or related to the rejection of the Rejected Agreements, must file a proof of claim no later than the general bar date to be established by the Court in the bankruptcy cases under Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure or make any administrative claim request by other applicable deadline or procedures, the Judge explained. All issues relating to the allowance, amount, priority and treatment of any Rejection Damage Claim or any other claim asserted by the Affected Dealers are preserved. Judge Gonzalez ruled that the rejection of the Dealership Agreements (i) constitutes an exercise of sound business judgment by the Debtors, made in good faith and for legitimate commercial reasons, (ii) is appropriate and necessary under the circumstances and the evidentiary record among others, and (iii) is warranted and permissible under Sections 105 and 365 of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure. None of the evidence provided by the Debtors, Affected Dealers or any other party-in-interest that was admitted into evidence in connection with the rejection motion, the objections, the hearing and the Order will be treated as res judicata or collateral estoppel as to the Debtors, their bankruptcy estates, Affected Dealers or any other party-in-interest, nor will any evidence have preclusive effect on the parties, Judge Gonzalez maintained. As a result of the rejection of the 789 Dealer Agreements, each Affected Dealer will have no further rights to act as an authorized dealer of the Debtors, and is no longer authorized to, among other things: (a) undertake any advertising, sales, repair or service of any of the Debtors' products as an Authorized Dealer under the terms of the Rejected Dealer Agreements; (b) hold itself out to any third party as an Authorized Dealer of the Debtors for any purpose; and (c) display, distribute or otherwise use any signage, promotional or other materials bearing or containing the Debtors' trademarks, tradenames and servicemarks, except that it may use the Debtors' descriptive brand and vehicle model names solely for the purpose of identifying and advertising its inventory for sale to the extent permitted by applicable law for a party that is not an Authorized Dealer of the Debtors. A full-text copy of the Rejection Order with the list of the Rejected Dealer Agreements is available for free at: http://bankrupt.com/misc/Chrysler_Order_789Dealer_Rejection.pdf In a separate minute order, Judge Gonzalez denied the request of Crain CDJ, LLC, to continue the hearing on the rejection motion for a period of not less than 90 calendar days from June 3, 2009. Judge Gonzalez said Crain CDJ apparently abandoned the matter since no party appeared on its behalf at the hearing held June 3. The Court further noted that the rejection hearing was heard since then without any further reference by Crain CDJ to its request for continuance. Prior to the Court's entry of its ruling allowing rejection of the Dealership Agreements, the Committee of Chrysler Affected Dealers filed with the Court a proposed order granting the rejection motion. The Debtors have also previously filed its proposed order. About Chrysler LLC 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. 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 U.S. Government told Chrysler March 31, 2009, it would provide up to $6 billion in financing if (i) Chrysler and Fiat SpA could complete a deal by the end of April -- on top of the $4 billion Chrysler has already received -- and (ii) Chrysler would obtain concessions from constituents to establish a viable out-of-court plan. On April 30, Chrysler LLC and 24 affiliates sought Chapter 11 protection from creditors (Bankr. S.D. N.Y (Mega-case), Lead Case No. 09-50002). U.S. President Barack Obama said that Chrysler had to file for bankruptcy after the automaker's smaller lenders, including hedge funds that he didn't name -- "a small group of speculators" -- refused to make the concessions agreed to by the Company's major debt holders and workers. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Chrysler has hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler says that as of December 31, 2008, it had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Fitch Withdraws Ratings ------------------------------------- Fitch Ratings has withdrawn these ratings on Chrysler LLC: -- Issuer Default Rating (IDR) 'D'; --senior secured first-lien bank loan 'CC/RR3'; and -- senior secured second-lien bank loan 'C/RR6'. Ratings may be withdrawn after 30 days have elapsed after a default. Fitch downgraded Chrysler's IDR to 'D' on April 30, 2009, after Chrysler filed for Chapter 11 bankruptcy. The Company recently sold most of its assets to a new entity, Chrysler Group LLC. CHRYSLER LLC: Sale of Assets to Fiat Cues S&P to Withdraw Ratings ----------------------------------------------------------------- Standard & Poor's Ratings Services has withdrawn its ratings on Chrysler LLC, including the 'D' corporate credit rating. "The rating withdrawal follows the sale of substantially all of the company's assets to a new entity, Chrysler Group LLC," said Standard & Poor's credit analyst Robert Schulz. The sale is part of the Chapter 11 bankruptcy proceedings of Chrysler LLC, which filed for bankruptcy on April 30, 2009. Under the operating agreement for unrated Chrysler Group LLC, the company initially will be owned 20% by Fiat SpA (BB+/Watch Neg/B), and Fiat may increase its stake to 35% if certain performance milestones are met. Assuming Fiat's stake increases to 35%, Chrysler's primary labor union, the United Auto Workers, will own 55% of the company and the U.S. Treasury and Canadian government will own 8% and 2%, respectively. As part of the sale, Chrysler Group LLC was to pay $2 billion in cash to Chrysler LLC, in addition to assuming certain obligations. Under the court-approved sale, the $2 billion was to be paid directly to the secured $6.93 billion pre-petition creditors of Chrysler LLC. The transaction did not provide for any payment from the proceeds for any of the $1.5 billion pre-petition second- lien lenders. Secured lenders of Chrysler LLC may receive additional proceeds from the eventual liquidation of the remaining assets of the company, but we do not expect these proceeds to be significant. CITY CROSSING: Investor Sues Developer for Defrauding Creditors --------------------------------------------------------------- Steve Green at Las Vegas Sun reports that a City Crossing 1 LLC investor has filed a lawsuit against developer William Plise for allegedly defrauding creditors by conveying his assets to other parties. Las Vegas Sun relates that Eliot A. Alper, trustee of the Eliot A. Alper Revocable Trust, the Alper Limited Partnership, and Spacefinders Realty Inc., filed the lawsuit in the Clark County District Court last week, claiming that the "defendant has conveyed his assets to (unknown) persons and/or entities . . . for the purpose of defrauding creditors and hindering and delaying collection of the indebtedness owed to creditors including plaintiffs." Las Vegas Sun states that after City Crossing defaulted on a $14 million loan, one of the City Crossing parcels securing the loan was sold at a trustee's sale in December 2008. After the sale, $10 million was owed on the note, says Las Vegas Sun. City Crossing defaulted on a second loan of $25 million and after land securing that note was auctioned off, about $16.87 million was still owed to the Alper creditors, Las Vegas Sun relates, citing Mr. Alper. Mr. Alper said in court documents that Mr. Plise has breached guarantees to cover the alleged deficiencies. Mr. Alper is asking the court to garnish the allegedly transferred assets and turn them over to the investors, Las Vegas Sun reports. Las Vegas, Nevada-based City Crossing 1, LLC, is the developer of the City Crossing -- a planned 126-acre, 6-million-sf mixed-use development in Henderson, Nevada. The company filed for Chapter 11 relief on June 2, 2008 (Bankr. D. Nev. Case No. 08-15780). Jeanette E. McPherson, Esq., and Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, Melanie Scott, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP, represent the Debtor as counsel. In its schedules, the Debtor disclosed total assets of $242,025,172, and total debts of $194,201,534. CLEAR CHANNEL: March 31 Balance Sheet Upside-Down by $3.3 Bil. -------------------------------------------------------------- Clear Channel Communications, Inc.'s balance sheet at March 31, 2009, showed total assets of $22.0 billion and total liabilities of $25.4 billion, resulting in a members' deficit of $3.3 billion. For three months ended March 31, 2009, net loss attributable to the Company was $418.2 million compared with net income of $799.6 million for the same period in the previous year. Liquidity and Capital Resources Cash flow used in operating activities for the three months ended March 31, 2009, reflects a loss before discontinued operations of $428.0 million, plus depreciation and amortization of $175.6 million and $61.6 million related to the amortization of debt issuance costs and accretion of fair value adjustments from the debt issued to consummate the merger. Cash flow from operating activities for the first quarter of 2008 reflects income before discontinued operations of $169.8 million, plus depreciation and amortization of $152.3 million and deferred taxes of $42.7 million. In addition, the Company recorded a $75.6 million gain in equity in earnings of non-consolidated affiliates related to the sale of its 50% interest in Clear Channel Independent based on the fair value of the equity securities received. Based on its current and anticipated levels of operations and conditions in its markets, the Company believe that cash flow from operations well as cash on hand will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months. The Company borrowed approximately $1.6 billon of remaining availability under its $2.0 billion revolving credit facility to improve its liquidity position in light of continuing uncertainty in credit market and economic conditions on Feb. 6, 2009. As of June 3, 2009, the outstanding balance on this facility was $1.8 billion and taking into account letters of credit of $177.1 million, $33.4 million was available to be drawn. The Company and its subsidiaries may from time to time pursue various financing alternatives, including retiring or purchasing its outstanding indebtedness through cash purchases, prepayments and exchanges for newly issued debt or equity securities or obligations, in open market purchases, privately negotiated transactions or otherwise. The Company may also sell certain assets or properties and use the proceeds to reduce its indebtedness or the indebtedness of its subsidiaries. The repurchases, prepayments, exchanges or sales, if any, could have a material positive or negative impact on its liquidity available to repay outstanding debt obligations or on its consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in its leverage or other financial ratios, which could have a material positive or negative impact on its ability to comply with the covenants contained in Clear Channel's debt agreements. The purchases, prepayments, exchanges or sales, if any, will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. A full-text copy of Clear Channel's Form 10-Q for the quarter ended March 2009 is available for free at: http://ResearchArchives.com/t/s?3dbc About Clear Channel Communications Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings Inc. As reported by the Troubled Company Reporter on January 19, 2009, Clear Channel planned to lay off about 1,500 workers, or 7% of its staff in the U.S. Clear Channel has 20,000 workers in the U.S. The layoffs will mostly affect employees in ad sales. Clear Channel will implement other cuts to save almost $400 million. * * * As reported by the Troubled Company Reporter on March 11, 2009, Moody's Investors Service downgraded Clear Channel Communications, Inc.'s Corporate Family Rating and Probability-of-Default Rating to Caa3 from B2. Moody's also downgraded the Company's senior secured credit facilities to Caa2 from B1 and all senior unsecured notes to Ca from Caa1. In addition, Moody's downgraded Clear Channel's speculative grade liquidity rating to SGL-4 from SGL-2. The ratings downgrade reflects Moody's belief that there is a high probability that the company will violate its secured 9.5x leverage covenant this year, and that when this occurs, a debt restructuring will be likely. The outlook has been revised to negative. This rating action concludes the review initiated on February 6, 2009. CLEAR CHANNEL: Unit Pursues Alternative to Pay Intercompany Note ---------------------------------------------------------------- Clear Channel Communications Inc. disclosed in a filing with the Securities and Exchange Commission that Clear Channel Outdoor Holdings, Inc., an indirect 89%-owned subsidiary of the Company is pursuing alternatives to address the maturity of the intercompany note payable to Clear Channel Communications. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings Inc. As reported by the Troubled Company Reporter on January 19, 2009, Clear Channel planned to lay off about 1,500 workers, or 7% of its staff in the U.S. Clear Channel has 20,000 workers in the U.S. The layoffs will mostly affect employees in ad sales. Clear Channel will implement other cuts to save almost $400 million. * * * As reported by the Troubled Company Reporter on March 11, 2009, Moody's Investors Service downgraded Clear Channel Communications, Inc.'s Corporate Family Rating and Probability-of-Default Rating to Caa3 from B2. Moody's also downgraded the Company's senior secured credit facilities to Caa2 from B1 and all senior unsecured notes to Ca from Caa1. In addition, Moody's downgraded Clear Channel's speculative grade liquidity rating to SGL-4 from SGL-2. The ratings downgrade reflects Moody's belief that there is a high probability that the company will violate its secured 9.5x leverage covenant this year, and that when this occurs, a debt restructuring will be likely. The outlook has been revised to negative. This rating action concludes the review initiated on February 6, 2009. COACHMEN INDUSTRIES: Pays in Full $2.3MM Short-Term Demand Note --------------------------------------------------------------- Coachmen Industries, Inc., disclosed in a filing with the Securities and Exchange Commission that as of June 4, 2009, it has paid a $2.3 million short-term demand note in full. The Company entered into an agreement with Robert J. Deputy, one of the Company's directors, on March 23, 2009, for the Demand Note from the Company in exchange for cash loaned to the Company by Mr. Deputy. The terms of the Demand Note allowed the note holder to call for repayment at any time on or after April 20, 2009. Mr. Deputy placed his demand for repayment on June 1, 2009. Coachmen Industries, Inc., is one of America's premier systems- built construction companies under the ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles. Coachmen Industries, Inc. is a publicly held company with stock listed on the New York Stock Exchange (NYSE) under the ticker COA. * * * In March 2009, Coachmen's independent public accounting firm, Ernst & Young LLP, said that despite the Company's sale of the assets related to its RV Segment, its recurring net losses and lack of current liquidity raise substantial doubt about its ability to continue as a going concern. Coachmen said its ability to continue as a going concern is highly dependent on its ability to obtain financing or other sources of capital. Coachmen temporarily closed a plant in Rutherfordton, North Carolina early in March. The Company plans to reopen the facility when the market recovers and demand is sufficient. "[T]iming depends on market conditions," the Company said. COLONIAL BANCGROUP: Fitch Junks Long-term Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has downgraded the ratings of The Colonial BancGroup and its subsidiaries following Colonial Bank, CNB's bank subsidiary, entering into an Order to Cease and Desist with the FDIC and the Alabama State Banking Department on June 9, 2009. Fitch has placed the ratings on Rating Watch Evolving. In addition to the requirements to improve management, as well as certain policies and procedures, Colonial Bank is required to make improvements in asset quality and improve capital. In particular, the C&D requires CNB to increase Colonial Bank's Tier I Leverage capital ratio to 8% and Total Risk Based Capital ratio to 12% by Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based Capital ratios were 5.45% and 10.78% on March 31, 2009. Given this regulatory action, Fitch believes the likelihood of CNB executing its $300 million pending transaction with the consortium of investors lead by Taylor Bean & Whitaker may be negatively impacted. A part from the C&D, escalating credit problems have continued to generate significant losses, further weakening the company's capital position, and eroding the benefit of potential capital augmentations. The preponderance of credit concerns remains in CNB's residential real estate construction portfolio; the majority of which resides in the troubled Florida market. Fitch recognizes the positive momentum that has been realized regarding the pending transaction, as evidenced by the satisfaction of the due diligence contingency on May 22, 2009. While the capital augmentation from TBW alone would not allow CNB to reach the required enhanced capital levels, the additional $550 million of capital from issuing preferred stock through the Treasury's Capital Purchase Program should bring the company's capital ratios into compliance. The Watch Evolving status reflects that the ratings could be positively impacted should the TBW transaction be completed and CNB receive the capital necessary to comply with the aforementioned C&D capital requirement. Conversely, should the transaction not come to fruition and CNB fail to raise the necessary capital through public and private sources, as well as fail to meet the other requirements of the C&D, a further downgrade could result. Fitch has downgraded these ratings and placed them on Watch Evolving: The Colonial BancGroup, Inc. -- Long-term Issuer Default Rating to 'CCC' from 'B-'; -- Subordinated debt to 'C/RR6' from 'CCC/RR6'; -- Short-term IDR to 'C' from ' B'. Colonial Bank -- Long-term IDR to 'B-' from 'B+'; -- Long-term deposits to 'B/RR3' from 'BB-/RR3'; -- Subordinated debt to 'CC/RR6' from 'B/RR6'; -- Individual to 'E' from 'D/E'. Colonial Capital Trust IV -- Preferred stock to 'C/RR6' from 'CC/RR6'. CBG Florida REIT -- Preferred stock to 'C/RR6' from 'CC/RR6'. In addition, Fitch has affirmed these ratings: The Colonial BancGroup, Inc. -- Individual at 'E'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. Colonial Bank -- Short-term IDR at 'B'; removed from Watch Negative; -- Short-term deposits at 'B'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. COLONIAL BANK: Fitch Junks Subordinated Debt Rating --------------------------------------------------- Fitch Ratings has downgraded the ratings of The Colonial BancGroup and its subsidiaries following Colonial Bank, CNB's bank subsidiary, entering into an Order to Cease and Desist with the FDIC and the Alabama State Banking Department on June 9, 2009. Fitch has placed the ratings on Rating Watch Evolving. In addition to the requirements to improve management, as well as certain policies and procedures, Colonial Bank is required to make improvements in asset quality and improve capital. In particular, the C&D requires CNB to increase Colonial Bank's Tier I Leverage capital ratio to 8% and Total Risk Based Capital ratio to 12% by Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based Capital ratios were 5.45% and 10.78% on March 31, 2009. Given this regulatory action, Fitch believes the likelihood of CNB executing its $300 million pending transaction with the consortium of investors lead by Taylor Bean & Whitaker may be negatively impacted. A part from the C&D, escalating credit problems have continued to generate significant losses, further weakening the company's capital position, and eroding the benefit of potential capital augmentations. The preponderance of credit concerns remains in CNB's residential real estate construction portfolio; the majority of which resides in the troubled Florida market. Fitch recognizes the positive momentum that has been realized regarding the pending transaction, as evidenced by the satisfaction of the due diligence contingency on May 22, 2009. While the capital augmentation from TBW alone would not allow CNB to reach the required enhanced capital levels, the additional $550 million of capital from issuing preferred stock through the Treasury's Capital Purchase Program should bring the company's capital ratios into compliance. The Watch Evolving status reflects that the ratings could be positively impacted should the TBW transaction be completed and CNB receive the capital necessary to comply with the aforementioned C&D capital requirement. Conversely, should the transaction not come to fruition and CNB fail to raise the necessary capital through public and private sources, as well as fail to meet the other requirements of the C&D, a further downgrade could result. Fitch has downgraded these ratings and placed them on Watch Evolving: The Colonial BancGroup, Inc. -- Long-term Issuer Default Rating to 'CCC' from 'B-'; -- Subordinated debt to 'C/RR6' from 'CCC/RR6'; -- Short-term IDR to 'C' from ' B'. Colonial Bank -- Long-term IDR to 'B-' from 'B+'; -- Long-term deposits to 'B/RR3' from 'BB-/RR3'; -- Subordinated debt to 'CC/RR6' from 'B/RR6'; -- Individual to 'E' from 'D/E'. Colonial Capital Trust IV -- Preferred stock to 'C/RR6' from 'CC/RR6'. CBG Florida REIT -- Preferred stock to 'C/RR6' from 'CC/RR6'. In addition, Fitch has affirmed these ratings: The Colonial BancGroup, Inc. -- Individual at 'E'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. Colonial Bank -- Short-term IDR at 'B'; removed from Watch Negative; -- Short-term deposits at 'B'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. COLONIAL CAPITAL: Fitch Cuts Preferred Stock Rating to 'C/RR6' -------------------------------------------------------------- Fitch Ratings has downgraded the ratings of The Colonial BancGroup and its subsidiaries following Colonial Bank, CNB's bank subsidiary, entering into an Order to Cease and Desist with the FDIC and the Alabama State Banking Department on June 9, 2009. Fitch has placed the ratings on Rating Watch Evolving. In addition to the requirements to improve management, as well as certain policies and procedures, Colonial Bank is required to make improvements in asset quality and improve capital. In particular, the C&D requires CNB to increase Colonial Bank's Tier I Leverage capital ratio to 8% and Total Risk Based Capital ratio to 12% by Sept. 30, 2009; Colonial's Tier 1 Leverage and Total Risk Based Capital ratios were 5.45% and 10.78% on March 31, 2009. Given this regulatory action, Fitch believes the likelihood of CNB executing its $300 million pending transaction with the consortium of investors lead by Taylor Bean & Whitaker may be negatively impacted. A part from the C&D, escalating credit problems have continued to generate significant losses, further weakening the company's capital position, and eroding the benefit of potential capital augmentations. The preponderance of credit concerns remains in CNB's residential real estate construction portfolio; the majority of which resides in the troubled Florida market. Fitch recognizes the positive momentum that has been realized regarding the pending transaction, as evidenced by the satisfaction of the due diligence contingency on May 22, 2009. While the capital augmentation from TBW alone would not allow CNB to reach the required enhanced capital levels, the additional $550 million of capital from issuing preferred stock through the Treasury's Capital Purchase Program should bring the company's capital ratios into compliance. The Watch Evolving status reflects that the ratings could be positively impacted should the TBW transaction be completed and CNB receive the capital necessary to comply with the aforementioned C&D capital requirement. Conversely, should the transaction not come to fruition and CNB fail to raise the necessary capital through public and private sources, as well as fail to meet the other requirements of the C&D, a further downgrade could result. Fitch has downgraded these ratings and placed them on Watch Evolving: The Colonial BancGroup, Inc. -- Long-term Issuer Default Rating to 'CCC' from 'B-'; -- Subordinated debt to 'C/RR6' from 'CCC/RR6'; -- Short-term IDR to 'C' from ' B'. Colonial Bank -- Long-term IDR to 'B-' from 'B+'; -- Long-term deposits to 'B/RR3' from 'BB-/RR3'; -- Subordinated debt to 'CC/RR6' from 'B/RR6'; -- Individual to 'E' from 'D/E'. Colonial Capital Trust IV -- Preferred stock to 'C/RR6' from 'CC/RR6'. CBG Florida REIT -- Preferred stock to 'C/RR6' from 'CC/RR6'. In addition, Fitch has affirmed these ratings: The Colonial BancGroup, Inc. -- Individual at 'E'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. Colonial Bank -- Short-term IDR at 'B'; removed from Watch Negative; -- Short-term deposits at 'B'; removed from Watch Negative; -- Support at '5'; -- Support Floor at 'NF'. CRESCENT RESOURCES: Files for Ch. 11 Protection to Ease Debt Load ----------------------------------------------------------------- Crescent Resources, LLC, a joint undertaking of Duke Energy Corp. and Morgan Stanley Real Estate Fund, said Wednesday it had voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Texas to ease its debt load and revamp its capital structure, amid an economic crisis battering it and other real estate developers, Bankruptcy Law360 reports. According to the Austin Business Journal, the Company disclosed that its chief executive, Arthur Fields, has retired and will work with Crescent in an advisory capacity. Andrew Hede, Crescent's chief restructuring officer, has been named CEO. Crescent's Texas properties include Rough Hollow, a master planned community in Lakeway, and Twin Creeks Country Clubs in Cedar Park. "We have been in active discussions with our lenders and other stakeholders as we work towards an agreement that will bring our capital structure in line with the current economic environment," the report quoted Mr. Hede as saying. Crescent said it recently obtained a $110 million debtor-in- possession financing facility from a group of existing lenders. Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company with interests in 10 states in the southeastern and southwestern United States. Based in Charlotte, Crescent Resources is a joint venture between Duke Energy and Morgan Stanley Real Estate Fund. Established in 1969, Crescent creates mixed-use developments, country club communities, single-family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. * * * As reported in the Troubled Company Reporter on May 28, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on Crescent Resources LLC (the borrower) to 'CCC-' from 'CCC+'. At the same time, S&P lowered the rating assigned to the senior secured bank loan to 'CCC-' from 'CCC+'. The recovery rating remains '4'. The ratings on Crescent remain on CreditWatch with negative implications, where they were placed on April 28, 2009. The downgrades reflect Standard & Poor's belief that the company is attempting to achieve covenant relief and/or restructure its debt obligations in what continues to be a very difficult credit environment for real estate borrowers. CRICKET COMMS: Closes Sale of $1.1 Billion Senior Secured Notes --------------------------------------------------------------- Cricket Communications Inc. completed the closing of the sale of $1.1 billion aggregate principal amount of 7.75% senior secured notes due 2016. The Notes were issued by Cricket pursuant to an indenture dated as June 5, 2009, with guarantors and Wilmington Trust FSB, as trustee. The Notes are guaranteed on a senior secured basis by Leap Wireless International Inc. and its indirect wholly owned domestic subsidiaries. The Notes will also be guaranteed by any future wholly owned direct or indirect domestic restricted subsidiaries of Leap that guarantee any indebtedness of Cricket or of any Guarantor of the Notes. A portion of the net proceeds from the Notes offering was used to repay all amounts outstanding under an amended and restated credit agreement the Company entered into with Bank of America, N.A., as administrative agent, and the certain lender parties on June 16, 2006, together with accrued interest and related expenses, including a prepayment premium of approximately $17.5 million and a payment of approximately $8.1 million in connection with the unwinding of associated interest rate swap agreements. In connection with the repayment, Cricket terminated the credit agreement and the related revolving credit facility. The Company intends to use the remaining net proceeds of approximately $133.7 million for general corporate purposes, which could include the expansion and improvement of our network footprint, acquisitions of additional spectrum or complementary businesses and, over the longer term, the deployment of next generation network technology. Pending application of the net proceeds, we will invest such net proceeds in short-term, investment-grade, interest-bearing securities. The initial purchasers of the Notes included, among others, Goldman, Sachs & Co., Deutsche Bank Securities Inc., and Citigroup Global Markets Inc. Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., was a lender under our term loan facility under the Credit Agreement and received a portion of the proceeds of the offering as a result of the repayment of the term loans under the Credit Agreement. In addition, Goldman Sachs Lending Partners, an affiliate of Goldman, Sachs & Co., Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., and Citicorp North America, Inc., an affiliate of Citigroup Global Markets Inc., were lenders under our undrawn revolving credit facility under the Credit Agreement, which was cancelled upon the repayment of the term loans. Certain of the initial purchasers and their affiliates have also performed financial advisory, investment banking and commercial banking services in the ordinary course of business for the Company, for which they have received customary fees and expenses. A full-text copy of the Indenture dated June 5, 2009, is available for free at http://ResearchArchives.com/t/s?3dc0 About Cricket Communications Cricket Communications Inc. is a wireless service provider in San Diego, California. The company is the operating subsidiary of Leap Wireless sells mobile wireless service in 20 US states. It aims its service at customers who do most or all of their calling from within the company's digital CDMA network, offering simple, flat-rate monthly plans for unlimited local and domestic long- distance calling. However, the Company has also added a roaming product, offered on a prepaid basis. * * * According to the Troubled Company Reporter on June 1, 2009, Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Cricket Communications Inc.'s proposed $1.1 billion secured notes due 2016, to be issued under Rule 144A with registration rights. S&P assigned the debt an issue-level rating of 'B+' (two notches higher than the 'B-' corporate credit rating on parent company Leap Wireless International Inc.) with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for noteholders in a payment default. Moody's Investors Service assigned a Ba2 rating to Cricket Communications Inc.'s $1.1 billion senior secured notes due 2016. Cricket is a wholly owned subsidiary of Leap Wireless International, Inc.'s. The proceeds of the notes' issuance will be largely used to refinance the existing senior secured credit facilities at Cricket and enhance the company's cash balances. At closing of the transactions, Moody's will withdraw the ratings on the existing senior secured credit facilities. In conjunction with the issuance of the senior secured notes, the company launched a secondary equity offering of 7 million shares, the proceeds of which will be used for general corporate purposes, which could include the expansion and improvement of its network footprint, acquisitions of additional spectrum or complementary businesses and potential deployment of 4G (LTE) network technology. DANA HOLDING: Appoints James E. Sweetnam to Board of Directors -------------------------------------------------------------- The board of directors of Dana Holding Corporation appointed James E. Sweetnam to serve on its board effective July 1, 2009. Mr. Sweetnam's appointment to the board was made pursuant to the terms of his executive employment agreement dated May 22, 2009, with Dana. Mr. Sweetnam will not serve on any committees of the board. 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. Dana Corp. and its affiliates filed for Chapter 11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). 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 August 31, 2007. Judge Burton Lifland confirming the Plan, as thrice amended, on December 26, 2007. The Plan was declared effective January 31, 2008. Upon emergence, the Company was renamed as Dana Holding Corporation. * * * As reported in the Troubled Company Reporter on June 9, 2009, Moody's Investors Service lowered the Corporate Family Rating of Dana Holding Corporation to Caa2, raised the Probability of Default Rating to Caa1, and adjusted the ratings of certain debt instruments. The company's Speculative Grade liquidity Rating of SGL-3 was affirmed, and the company's rating outlook is negative. The positioning of Dana's PDR at Caa1 reflects ongoing pressures the company faces from the continued erosion in the global automotive and commercial vehicle markets. These conditions have resulted in significant deterioration in the company's sales and operating performance through the first quarter of 2009 and are expected to continue to pressure the company's performance into 2010. The pressures have also resulted in Moody's employing a 40% family recovery rate in its Loss Given Default assessment for the company, which drives the positioning of the CFR at Caa2 under the Loss Given Default Methodology. DELPHI CORP: Gets Initial OK to Tap $250MM in Financing From GM --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has granted Delphi Corp. preliminary approval to tap $250 million in financing from General Motors Corp. As reported by the Troubled Company Reporter on June 10, 2009, Delphi Corp. and its debtor-affiliates sought the Court's interim and final approval of certain amendments to the arrangement they previously entered into with GM. Executed on June 1, 2009, the Amended and Restated GM-Delphi Arrangement provides for a $250 million increase of GM's total commitment under the parties' agreement, subject to the certain terms and conditions. A full-text copy of the Amended and Restated GM-Delphi Arrangement dated June 1, 2009 is available for free at: http://bankrupt.com/misc/Delphi_AmGMDelphiAgr.pdf Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi technology is also found in computing, communications, consumer accessories, energy and medical applications. Delphi has approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on December 20, 2007. The Court confirmed the Debtors' First Amended Plan on January 25, 2008. The Plan has not been consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Directors & Officers Dispose of 545,326 Shares ----------------------------------------------------------- In separate filings with the U.S. Securities and Exchange Commission dated June 4, 2009, nine directors and officers of Delphi Corp. disclosed that they disposed of shares of Delphi common stock for the period from June 2 to 4, 2009: No. of Shares No. of Shares Price of Shares Officer Disposed of Currently Owned Disposed of ------- ------------- --------------- --------------- James A. Bertrand 27,435 700 $0.066 Rodney ONeal 25,000 120,667 $0.069 120,667 0 $0.067 Frank A. Ordonez 11,500 7,904 $0.072 7,904 0 $0.07 Jeffrey J. Owens 5,000 46,699 $0.0711 19,618 27,081 $0.07 20,000 7,081 $0.0672 7,081 0 $0.067 Ronald M. Pirtle 68,574 23,000 $0.068 3,000 20,000 $0.069 20,000 0 $0.0698 Robert J. Remener 23,908 0 $0.07 John D. Sheehan 44 60 $0.06 1,000 9,890 $0.06 9,890 0 $0.07 James A. Spencer 26,350 31,460 $0.063 7,048 24,412 $0.08 24,412 33 $0.0785 Mark R. Weber 116,895 100 $0.069 The D&Os says that they held unvested shares of restricted stock received as awards under Delphi's employee compensation programs that were previously reported as holdings of non-derivative securities, however, in May 2008, Delphi cancelled all unvested restricted stock share awards. Moreover, Mr. Sheehan says that his remaining 60 shares of common stock are held by his three minor children. He disclaims beneficial ownership of those shares. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi technology is also found in computing, communications, consumer accessories, energy and medical applications. Delphi has approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on December 20, 2007. The Court confirmed the Debtors' First Amended Plan on January 25, 2008. The Plan has not been consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DOLLAR THRIFTY: Amends Collateral Pact With Deutsche, et al. ------------------------------------------------------------ Dollar Thrifty Automotive Group Inc. and certain of its subsidiaries entered into Amendment No. 1 to the Second Amended and Restated Master Collateral Agency Agreement dated Feb. 14, 2007, with DTG Operations, Inc., Rental Car Finance Corp., and Deutsche Bank Trust Company Americas, as master collateral agent. The master collateral agreement relates to two separate pools of collateral that support the Company's Series 2005-1 and 2006-1 and 2007-1 asset-backed medium term notes. Each group contains cash, receivables and vehicles that may be re-designated to the other group if certain conditions are met, including a condition that no default has occurred and is continuing. The re-designation mechanism is intended to provide the Company with additional flexibility to manage its inventory in light of scheduled maturities of the notes and to permit an orderly disposition of vehicles to maximize proceeds and avoid dispositions of vehicles at inappropriate times in their depreciable life cycles. The Company requested the change to the mechanism that was effected by Amendment No. 1. Amendment No. 1 amends the Master Collateral Agreement to permit the continued re-designation of vehicles from one Group to the other, notwithstanding the occurrence and continuance of a bankruptcy or insolvency event with respect to any monoline insurance company for a series of the medium term notes. In the absence of Amendment No. 1, that event would constitute a Default and therefore, preclude re-designation of vehicles from one Group to another. Under Amendment No. 1, the Company's ability to re- designate vehicles in that event remains subject to all of the other conditions to re-designation of collateral contained in the Master Collateral Agreement, none of which was amended, and a majority of the holders of a series of notes affected by such an Insurer event may direct that re-designation be prohibited. In a letter agreement dated as of June 2, 2009, the Company agreed with the Insurers of the medium term notes secured by Group IV collateral, as a condition to their execution of Amendment No. 1, that it would limit re-designation of vehicles from Group III to Group IV to no more than $200 million in net book value in the aggregate during the period from effectiveness of Amendment No. 1 until the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes, and to no more than $30 million in net book value per month after any occurrence of such an Insurer Related Amortization Event with respect to the Series 2005-1 Notes. In addition, in a letter agreement dated as of June 2, 2009, the Company agreed with Deutsche Bank Trust Company Americas, in its capacity as issuer of letters of credit under the Company's credit agreement dated June 15, 2007, among the company, Deutsche Bank Trust Company Americas, in its capacity as administrative agent, and various financial institutions that as a condition of Deutsche Bank Trust Company Americas' execution of Amendment No. 1 in its capacity as Enhancement Provider under the Company's medium term note program, the Company will not seek an increase in the Series 2005-1 Letter of Credit Amount under the Series 2005-1 Notes, unless approved by the Issuer at the direction of the Required Lenders, at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes if, at the time, the Series 2005-1 Letter of Credit Amount were greater than $24,400,000, or if the requested increase would cause the Series 2005-1 Letter of Credit Amount to exceed that amount. The Company also agreed to reflect the foregoing as an amendment to the Credit Agreement at any time prior to the occurrence of an Insurer Related Amortization Event with respect to the Series 2005-1 Notes if so requested by the Required Lenders. About Dollar Thrifty Automotive Group Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is a Fortune 1000 Company headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve travelers in approximately 70 countries. Dollar and Thrifty have over 800 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 7,000 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. * * * As reported by the Troubled Company Reporter on December 29, 2008, Moody's Investors Service lowered Dollar Thrifty Automotive Group, Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of Default Rating to Caa2 from B3. The outlook is negative and the Speculative Grade Liquidity rating remains SGL-4. The downgrade, Moody's said, reflects the severe downturn in the on-airport car rental sector, and the very challenged financial and operating position of Dollar's principal vehicle supplier, Chrysler Automotive LLC. Dollar sources over 80% of its vehicles from Chrysler. The TCR said April 6, 2009, that Standard & Poor's Ratings Services lowered its ratings on DTAG, including the long-term corporate credit rating to 'CCC' from 'CCC+'. All ratings were removed from CreditWatch, where they were initially placed with negative implications on Feb. 12, 2008, and subsequently lowered three times and maintained on CreditWatch. The outlook is now negative. EDDIE BAUER: May File for Bankruptcy Protection This Week --------------------------------------------------------- Eddie Bauer Holdings Inc. may file for bankruptcy protection as soon as this week, Bloomberg News reports, citing people familiar with the matter. The sources said that no final decision has been made about a bankruptcy filing, Bloomberg states. According to Bloomberg, people familiar with the matter said that Hilco Consumer Capital LLC has expressed interest in bidding on Eddie Bauer's assets. The sources also said that CCMP Capital Advisors LLC may also make an offer for the retailer, which is being advised by Peter J. Solomon Co., Bloomberg relates. Eddie Bauer Holdings, Inc. is a specialty retailer that sells mens' and womens' outerwear, apparel and accessories for the modern outdoor lifestyle. As of January 3, 2009, the Company operated 376 stores, consisting of 255 retail stores and 121 outlet stores in the United States and Canada. Eddie Bauer was formerly known as Spiegel Inc. The Company filed for Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No. 03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq., at Shearman & Sterling, represented the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $1,737,474,862 in assets and $1,706,761,176 in debts. The Court confirmed the Debtors' Modified First Amended Joint Plan of Reorganization on May 23, 2005. Spiegel's sold assets during its bankruptcy case but retained 440 Bauer stores. Spiegel's reorganization plan gave all the new stock to unsecured creditors, who were expected to recover 90 percent of their $1.3 billion in claims. * * * As reported by the Troubled Company Reporter on May 21, 2009, Moody's Investors Service downgraded Eddie Bauer, Inc.'s Probability of Default rating and Corporate Family rating to 'Ca' from 'Caa2', with a continued negative outlook. The downgrade reflects that the probability of default has increased significantly given Eddie Bauer's ongoing efforts to change its capital structure, particularly, its current discussions with its convertible note holders to exchange their securities for equity. EDRA BLIXSETH: Fights Conversion of Ch11 Case to Ch7 Liquidation ---------------------------------------------------------------- Jacqueline Palank posted at The Wall Street Journal blog, Bankruptcy Beat, that Edra Blixseth is fighting the bankruptcy court-ordered liquidation of her personal assets. As reported by the Troubled Company Reporter on June 9, 2009, the Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the District of Montana has converted Edra Blixseth's Chapter 11 reorganization case to a Chapter 7 liquidation proceeding. Acting U.S. Trustee Robert D. Miller Jr. said that Ms. Blixseth ignored "repeated requests" to show that her assets, allegedly worth millions of dollars, were insured. According to Bankruptcy Beat, Judge Kirscher said that the lack of insurance for Ms. Blixseth's assets put creditors at risk and demonstrated how the Debtor "has abused the bankruptcy process for her own benefit without accepting any of the responsibilities required by the Bankruptcy Code and Rules." Ms. Blixseth said in court documents that she now has insurance to protect her assets. Bankruptcy Beat relates that Ms. Blixseth described how, if she's handed back control of her assets, she would sell off or otherwise maximize the value of various properties and work to collect payments owed to her. Ms. Blixseth said that she has a bankruptcy lender that will fund a restructuring plan if the case is switched back to Chapter 11. Coachella Valley-based Edra D. Blixseth owns exclusive resorts in Rancho Mirage and near Yellowstone Park in Montana. She owns Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone Club in Montana. Ms. Blixseth filed for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D. Mont. Case No. 09-60452). Gary S. Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms. Blixseth in her restructuring efforts. The Debtor listed $100 million to $500 million in assets and $500 million to $1 billion in debts. ENERLUME ENERGY: CEO Assumes Acting Chief Financial Officer Role ---------------------------------------------------------------- EnerLume Energy Management Corp. disclosed in a filing with the Securities and Exchange Commission that Michael C. Malota resigned as chief financial officer of the Company. Effective immediately, the Company appointed David J. Murphy, its chief executive officer as acting chief financial officer. Headquartered in Hamden, Connecticut, EnerLume Energy Management Corp. (OTC BB: ENLU) -- http://www.enerlume.com/-- through its subsidiaries, provides energy management conservation products and services in the United States. Its focus is energy conservation, which includes a proprietary digital microprocessor for reducing energy consumption on lighting systems, and the installation and design of electrical systems, energy management systems, telecommunication networks, control panels and lighting systems. New York-based Mahoney Cohen & Company, CPA, P.C., raised substantial doubt about the ability of EnerLume Energy Management Corp., formerly Host America Corporation, to continue as a going concern after it audited the company's financial statements for the year ended June 30, 2008. The Company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and stockholders' deficiency at September 30, 2008 and is currently involved in litigation that can have an adverse effect on the company's operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As reported in the Troubled Company Reporter on March 2, 2009, EnerLume Energy Management Corp. entered into a promissory note extension agreement with Daniel Troiano to amend the terms of an unsecured convertible promissory note issued to them on July 30, 2008. The Unsecured Note was originally issued for the principal amount of $500,000, accrued interest at the rate of 18% per annum, and was originally due on January 30, 2009. Pursuant to the promissory note extension agreement, the maturity date for the Unsecured Note will be extended to July 30, 2009, and will continue to accrue interest at the rate of 18% per annum in accordance with the original terms of the Unsecured Note. In addition, Mr. Troiano will receive warrants to purchase 310,000 shares of the Company's common stock exercisable until January 31, 2014, at $0.54 per share. ENVIRONMENTAL TECTONICS: Trades at OTCBB Under the Symbol ETCC -------------------------------------------------------------- Environmental Tectonics Corporation disclosed in a filing with the Securities and Exchange Commission that its common stock is trading on the OTC Bulletin Board under the symbol "ETCC." Additionally, an independent broker-dealer is now functioning as a market maker in the Company's common stock. The Company has scheduled its annual shareholder's meeting for July 2, 2009. All stockholders are invited to attend. The Company intends to continue to comply with its reporting obligations under the Securities Exchange Act of 1934. The Company also disclosed that Mergent's Editorial Board approved ETC for a listing in Mergent Manuals and News Reports(TM). ETC's corporate profile, which includes descriptive text data well as news and financial statements, will be accessible via Mergent's online and print products. As part of Mergent's listing services, the new description will be highlighted separately on http://www.mergent.com/with an active hyperlink back to ETC's website. About Environmental Tectonics Southampton, Pennsylvania-based Environmental Tectonics Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs, develops, installs and maintains aircrew training systems (aeromedical, tactical combat and general), disaster management training systems and services, entertainment products, sterilizers (steam and gas), environmental testing products, hyperbaric chambers and related products for domestic and international customers. * * * At November 28, 2008, the Company's balance sheet showed total assets of $30.4 million and total liabilities of $43.1 million, resulting in a stockholders' deficit of about $12.7 million. FLOYD THOMAS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Floyd Thomas Watkins 10434 Canoe Brook Circle Boca Raton, FL 33498-4610 Bankruptcy Case No.: 09-21436 Chapter 11 Petition Date: June 9, 2009 Court: Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Stephen C. Hunt, Esq. Arnstein & Lehr LLP 200 E. Las Olas Blvd. #1700 Fort Lauderdale, FL 33301 Tel: (954) 713-7600 Fax: (954) 713-7700 shunt@arnstein.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The Debtor's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Alpine Bank $2,021,659 400 7th Street South Rifle, CO 81650 Rocky Mountain Equity & Mortgage Co. $1,550,000 c/o Oates Knezevich & Gardenswartz, P.C. Aspen, CO 81611 Dr. Robert Cornfeld $500,000 3850 Hollywood Blvd., Suite 400 Hollywood, FL 33021 Mortgage Service Center $271,228 Socorro Luevano $250,000 Pam Driscol $35,000 Lance Watkins Lance Watkins $50,000 Crawford County Oil, LLC $32,343 Jose Martinez $40,000 Pitkin County $20,000 William, Charles & Scott LTD $17,295 Discover $14,443 Ben Jaffe $10,000 Dick Stephen $10,000 Richard Krajicek $10,000 American Express $6,525 Bennett, Schroeder & Wieck P.C. $5,271 Roaring Fork Valley, Co-Op $4,067 Roth, Jonas, Mittelberg and Hartney $3,000 The Myler Law Firm, P.C. $2,921 FLYING J: Court Approves Settlement with International Alliance --------------------------------------------------------------- A federal judge has approved a settlement between a unit of bankrupt petroleum products company Flying J Inc. and refinery contractor International Alliance Group, in which IAG will receive $10.3 million in exchange for the cancellation of a project contract, Bankruptcy Law360 reports. Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved the settlement on Monday. Pursuant to the settlement, the Clean Fuels Project Agreement will be rejected and terminated by Big West as of the Effective Date. Big West agrees to pay IAG the sum of $10.3 million pursuant to an agreed schedule. On the Effective Date, IAG will, among other things, formally transfer all of Big West's equipment to Big West, other than certain parts of the equipment to be held by IAG pending payment. As first extended, the Debtors' exclusive periods to file a plan and solicit acceptances will expire on June 24, 2009, and August 21, 2009, respectively. The Debtors have asked the Court to extend its exclusive period to file a plan until October 28. Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is engaged in the exploration and refining of petroleum products. It also operates about 200 travel plazas in 41 states and six Canadian provinces. The Company and six of its affiliates filed for Chapter 11 protection on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FONTAINEBLEAU LAS VEGAS: Files for Bankruptcy to Restructure Debt ----------------------------------------------------------------- Fontainebleau Las Vegas LLC and two of its affiliates, Fontainebleau Las Vegas Holdings LLC and Fontainebleau Las Vegas Capital Corp., filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code after certain lenders refused to honor their contractual commitments to provide nearly $800 million in construction funding for the $2.9 billion resort-casino project, which is 70 percent complete. "It is unfortunate that our lenders forced us to take this step. By reneging on the revolving credit facility, they effectively shut down the project and put thousands of people out of work," said Howard Karawan, Chief Restructuring Officer of Fontainebleau Las Vegas. "Our goal now is to secure funding to complete this world-class project and restructure our existing debt." Fontainebleau Las Vegas has reached a provisional agreement with a group of its non-defaulting lenders for the use of cash for the administration of its bankruptcy case, and is simultaneously in negotiations to obtain financing to recommence construction at the project. Fontainebleau Miami Beach, which is a separate legal entity, is not included in or affected by the filing and continues to operate as normal. Turnberry West Construction Inc., the project's general contractor, also is not included in the filing. Fontainebleau Las Vegas also said that it withdrew without prejudice its $3 billion lawsuit in Las Vegas against certain of its lenders and refiled the case in the U.S. Bankruptcy Court in the Southern District of Florida, Miami Division, where the Chapter 11 petitions were filed. Fontainebleau Las Vegas originally filed the lawsuit on April 23, 2009, against Bank of America, JPMorgan Chase Bank, Deutsche Bank Trust Company Americas and certain other lenders after they reneged on their contractual commitments to provide the Company with almost $800 million in prearranged funding. The lawsuit was amended on May 12 to include allegations that Deutsche Bank Trust Company Americas was "seeking to destroy the Fontainebleau in order to minimize competition" with the nearby Cosmopolitan Resort and Casino, which is wholly owned by a Deutsche Bank subsidiary. Since its lenders reneged on their commitments in April, Fontainebleau Las Vegas has repeatedly requested that those lenders meet their funding obligations. Withdrawal of the revolving credit facility forced the project to halt nearly all construction and resulted in the loss of more than 3,000 union construction jobs. "Fontainebleau Las Vegas will continue to aggressively prosecute claims against these lenders for failing to honor their contractual commitments," said Scott Baena of Bilzin Sumberg, bankruptcy counsel to the company. "The damage caused by the bad faith of these lenders has not only caused financial hardship to Fontainebleau Las Vegas and its employees, but also to the company's creditors throughout the United States, when economic circumstances are such that they can least afford it." About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, LLC, and its direct wholly owned subsidiary, Fontainebleau Las Vegas, LLC -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. FONTAINEBLEAU LAS VEGAS: Case Summary & 20 Largest Creditors ------------------------------------------------------------ Debtor: Fontainebleau Las Vegas Holdings, LLC fka Turnberry/Las Vegas Boulevard, LP fka Turnverry/Las Vegas Boulevard, Inc. c/o Howard C. Karawan, CRO 19950 West Country Club Drive Aventura, FL 33180 Bankruptcy Case No.: 09-21481 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Fontainebleau Las Vegas, LLC 09-21482 Fontainebleau Las Vegas Capital Corp. 09-21483 Type of Business: The Debtors are constructing a luxury resort in Fontainebleau, Las Vegas, on the northern end of the Las Vegas Strip. See http://www.fontainebleau.com/ Chapter 11 Petition Date: June 9, 2009 Court: Southern District of Florida (Miami) Judge: A. Jay Cristol Debtors' Counsel: Scott L Baena, Esq. sbaena@bilzin.com Bilzin Sumberg Baena Price & Axelrod LLP 200 S. Biscayne Blvd. # 2500 Miami, FL 33131 Tel: (305) 350-2403 Debtors' Financial Advisors: Moelis & Company LLC 245 Park Avenue, 32nd Floor New York, NY 10167 Tel: (212) 880-7300 Fax: (212) 880-4260 http://www.moelis.com/ -- and -- Citadel Derivatives Group LLC 131 S Dearborn St Fl 32 Chicago, IL 60603-5517 Tel: (312) 395-2100 Debtors' Special Litigation Counsel: David M. Friedman, Esq. Kasowitz, Benson, Torres & Friedman LLP 1633 Broadway New York, New York 10019 Tel: (212) 506-1700 Fax: (212) 506-1800 http://www.kasowitz.com/ Debtors' Special Counsel: Jack J. Kessler, Esq. Alan Rubin, Esq. Buchanan Ingersoll & Rooney PC 620 Eighth Avenue, 23rd Floor New York, NY 10018-1669 Tel: (212) 440 4435 Fax: (212) 440 4401 http://www.bipc.com/ Debtors' Claims Agent: Kurtzman Carson Consulting LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (866) 381-9100 http://www.kccllc.net/ Estimated Estimated Assets Debts --------- --------- Fontainebleau Las Vegas, LLC More than More than $1 billion $1 billion Fontainebleau Las Vegas Capital Corp. Less than More than $50,000 $1 billion Fontainebleau Las Vegas Holdings, LLC Less than More than $50,000 $1 billion The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Corporate Express Inc. trade debt $3,370,405 PO Box 95708 Chicago, IL 60695 Tel: (858) 602-2461 Bally Technologies trade debt $1,922,450 6601 S. Bermuda Road Las Vegas, NV 89119 Tel: (702) 584-7601 HPG International LLC trade debt $1,902,930 2121 N. California Blvd. Suite 625 Walnut Creek, CA 94596 Tel: (925) 949-5700 Minibar North America Inc. trade debt $1,824,085 7340 Westmore Road Rockville, MD 20850 Tel: (301) 354-5055 Kelley Technologies trade debt $1,617,019 5625 Arville Street #E Las Vegas, NV 89118 Tel: (702) 889-8777 DWI Holdings Inc. trade debt $1,392,921 902 Oothcalooga Street Calhoun, GA 30701 Tel: (770) 644-6302 Griffin trade debt $1,375,112 2902 Nebraska Avenue Santa Monica, CA 90404 Tel: (310) 586-6891 Global Surveillance Assoc. trade debt $1,005,952 3853 Silvestri Lane Las Vegas, NV 89102 Tel: (702) 897 8400 MVD Communications LLC trade debt $1,005,583 11690 Groom Road Cincinnati, OH 45242 Tel: (513) 444 1044 Ward & Howes Associates trade debt $993,06 3351 Highland Drive South Suite 203 Las Vegas, NV 89109 Tel: (702) 893 2992 Paul Steelman Design Group trade debt $978,517 3330 W. Desert Inn Road Las Vegas, NV 89102 Tel: (702) 873 0221 Milliken & Company trade debt $956,469 201 Lukken Industrial Drive Lagrange, GA 30240 Tel: (702) 236 6535 Decca Hospitality trade debt $858,803 Seven Piedmont Center #205 Atlanta, GA 30305 Tel: (404) 262 4330 Tri Power Group trade debt $575,334 2301 Armstrong Street #101 Livermore, CA 94551 Tel: (925) 583 8200 International Bedding Co. trade debt $498,737 6434 NW 5th Way Fort Lauderdale, FL 33309 Tel: (404) 394 3980 Gaming Partners International trade debt $481,559 1700 Industrial Road Las Vegas, NV 89102 Tel: (702) 384 2425 Hoshizaki Western, DC, Inc. trade debt $479,137 790 Challenger Street Brea, CA 92821 Tel: (714) 989 2411 Roncelli, Inc. trade debt $431,594 6471 Metro Parkway Sterling Heights, MI 48312 Tel: (586) 264 2060 JL Furnishings, LLC trade debt $428,988 3040 East Maria Street Compton, CA 90221 Tel: (310) 605 6600 Project Light trade debt $395,616 4976 Hudson Drive Stow, OH 44224 Tel: (330) 668 9000 The petition was signed by Howard C. Karawan, chief restructuring officer. FORTUNE BRANDS: Moody's Assigns 'Ba1' Rating on Senior Tranches --------------------------------------------------------------- Moody's assigned a Baa2 rating to Fortune Brands new $500 million 5 year issue. At the same time, prospective ratings of (P) Baa2 and (P)Ba1 were assigned to the company's senior and preferred tranches on its recently filed shelf. All of the ratings are on review for possible downgrade. FO's Baa2/ P-2 ratings reflect strong investment-grade qualitative factors such as its scale, product diversification and strength of brand franchise, combined with weaker quantitative factors that deteriorated in 2008 due to the challenges faced by the company in light of the economic downturn, especially in its Home and Hardware segment and to some extent in Golf. While Moody's recognizes the quality of FO's strong brands, solid revenue and cash flow generating sources particularly from the spirits business, and management's strong desire to maintain its investment-grade rating, Moody's also note that a number of quantitative metrics now fall into the non- investment grade range and this has pressured the rating. The rating review was initiated on April 28th, 2009 following the company's announcement that it will cut its dividend by over 50% and that it would report first quarter earnings ahead of management's previous expectations. While Moody's views these developments as positive, Moody's anticipate that leverage (Debt to EBITDA), per Moody's calculation, will nevertheless increase this year and will exceed 4 times by the end of 2009 and that all of the company's credit metrics will remain outside Moody's expectations for the current rating for the next 18 to 24 months. The review will focus on the extent to which the company will be able to improve its credit metrics over the medium term, the progress that the company is likely to make in reducing leverage and the time that it would take the company to do so. The review will also consider how the company plans to manage liquidity over the medium term, given that its $2 billion revolver matures in October 2010. Management's April announcement concerning the dividend reduction indicates that the company is committed to maintaining its investment grade ratings, and this supports Moody's current expectation that a downgrade would not exceed one notch, assuming no further negative business developments. The last rating action was taken on April 28, 2009, when Moody's placed the Baa2/P-2 ratings on review for possible downgrade. Fortune Brands, Inc., headquartered in Deerfield, Illinois, is a diversified manufacturer of consumer products, with existing spirits brands including Jim Beam, home products brands including Moen, Therma-Tru and Master Lock, and golf equipment brands including Titleist and FootJoy. FO's business segments consists of Spirits, Home and Hardware, and Golf which contribute an estimated 33%, 49%, and 18%, respectively, to the company's net sales (net of excise tax) of approximately $7.6 billion. FREMONT GENERAL: To Pay $10MM to Settle Unfair Loan Practices Suit ------------------------------------------------------------------ Reuters reports that Fremont General Corp. has agreed to pay $10 million to settle a lawsuit alleging unfair loan practices with the state of Massachusetts. Massachusetts Attorney General Martha Coakley said in a statement that Fremont General agreed to hold off on foreclosing on about 2,200 homes without certain protections for borrowers. Reuters relates that U.S. regulators ordered Fremont General in March 2007 to stop making risky home loans. Fremont General, says Reuters, accused the Company of engaging in predatory and unfair lending practices by making loans to individuals who couldn't afford them. Reuters states that Fremont General denied the allegation. 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 September 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 and 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. GENERAL MOTORS: Analysis Says No Money Will Go to Unsec. Creditors ------------------------------------------------------------------ Albert A. Koch, vice chairman and managing director of AlixPartners, LLP, filed a declaration with the U.S. Bankruptcy Court for the Southern District of New York disclosing the hypothetical Chapter 7 liquidation of General Motors Corporation's assets as of June 1, 2009, and the potential cash distributions to holders of claims against GM's estate. The Liquidation Analysis, according to Mr. Koch, was prepared in connection with the GM Board of Directors' considerations as to whether to approve the sale of the automaker's assets to an entity sponsored by the United States Treasury pursuant to Section 363 of the Bankruptcy Code. In preparing the Liquidation Analysis, Mr. Koch and his team relied on various GM financial, operational and other records including internal estimates of value, market- related documents and analyses, third-party and market-based data and analyses, as well as discussions with GM management and other professionals. Given the size and complexity of GM, Mr. Koch assumed a two-year period where the assets of the company were wound-down and sold. His analysis assumed that GM and its debtor affiliates commence liquidation under Chapter 7 of the Bankruptcy Code on June 1, 2009. Under a hypothetical liquidation scenario as of June 1, 2009, after accounting for liquidation costs, which Mr. Koch estimated to be between $2.0 billion and $2.7 billion, the total proceeds available for distribution to creditors would be between $6.5 billion and $9.7 billion. Of the total proceeds estimated to be available for distribution to creditors under a liquidation scenario, GM's secured bank lenders, who in the aggregate hold $5.4 billion in secured claims under the Revolving Credit Facility and Term Loan, are estimated to recover between 26.3% and 77.1% of their claims. The U.S. Treasury, which holds $20.5 billion in senior claims, is estimated to recover between 12.7% and 23.7% of those claims. There will be no proceeds available for distribution to unsecured creditors. The Liquidation Analysis is based on a variety of assumptions, including: (1) A liquidation of GM would be one of the largest and most complicated liquidations in history, and given that this would be the first major domestic original equipment manufacturer to liquidate in recent history, there is no relevant precedent. (2) The liquidation of most of the assets would take place within two years. (3) No DIP financing available to the Debtors, and the Liquidation Analysis assumes that the bankruptcy court approves the use of cash collateral to fund the liquidation of the Debtors' assets. (4) The net book value of assets, excluding cash, is based on the March 31, 2009, balance sheet. The estimated cash and outstanding U.S. Treasury obligations are based on GM's "Plan B" 13-Week Cash Forecast dated May 26, 2009. (5) Given the current state of the U.S. and global economies, industry overcapacity both in North America and globally, and the sheer volume of GM's assets, among other things, GM's assets would be sold at depressed prices. These prices would likely be depressed further if additional OEMs or suppliers were also liquidating at the same time. Chrysler's intent to shutdown and sell certain manufacturing and assembly facilities will likely drive proceeds to the lower end of GM's range of recoveries, or possibly below. (6) The Liquidation Analysis assumes a Chapter 7 liquidation of the Debtors would result in liquidation or government intervention at many of the Debtors' foreign subsidiaries, resulting in little or no equity value. Certain other entities could potentially be sold at a distressed going concern value to maximize the value. The going concern value of the select non-debtor subsidiaries is based on a discussion with management and a review of certain historical and prospective financial information. The value of the non-debtor subsidiaries takes into consideration the impact of the U.S. Chapter 7 liquidation process, including the actions of foreign governments, the current status of the financial and automotive markets and the potential "damaged goods" or fire sale perception of potential bidders. A full-text copy of the Liquidation Analysis, filed with the Court on June 4, 2009, is available for free at: http://bankrupt.com/misc/gm_liquidationanalysis.pdf A full-text copy of the presentation, titled "Project Maine," showed by Evercore to the GM Board on May 31, 2009, is available for free at http://bankrupt.com/misc/gm_projectmaine.pdf A full-text copy of the methodology Evercore used to come up with the valuation analysis to determine an estimated range of values of NewCo's common equity on a going concern basis is available for free at http://bankrupt.com/misc/gm_valuation.pdf 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. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: F&D Seeks Appointment of Bondholders' Committee --------------------------------------------------------------- The Unofficial Committee of Family & Dissident GM Bondholders asks Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York to direct the U.S. Trustee for Region 2 to appoint an official committee of family & dissident GM bondholders in the bankruptcy cases of General Motors Corporation and its debtor-affiliates. A majority of a relatively small group of institutional bondholders, holding more than half of the approximately $27 billion in outstanding GM bond debt, reportedly "agreed" prior to the Debtors' Chapter 11 filings to the Debtors' plan to exchange their bond debt for 10% of the equity of a new GM, and warrants to acquire another 15% of the equity. The bondholders' reported support for that plan required a significant reduction in amounts that the F&D Committee believes bondholders should receive based on their ranking in GM's capital structure and proposed reorganization. While that agreement has been touted as a template for all bondholders, and is now embedded in the transfer of assets scheme for which the Debtors sought approval on June 1, 2009, there are significant questions about the economic realities of that plan, relates Michael P. Richman, Esq., at Patton Boggs LLP, in New York, counsel for the Unofficial Committee of Family & Dissident GM Bondholders. According to Mr. Richman, among other questions not yet answered is the extent to which the institutions that reportedly are supporting that plan received contemporaneous bailout funding from the government, and otherwise engaged in hedging strategies in anticipation of the agreement, which separately or together could mean that in economic substance their agreement to the deal results in a far greater recovery to them than has been reported, and a far greater recovery to them than would be available to the other bondholders. Mr. Richman tells the Court that more than 1,500 bondholders with whom the F&D Committee has been communicating with and hopes to represent as an official committee, with bondholdings believed to exceed $400 million at face value, consist mainly of family and non-institutional dissident bondholders who have had no opportunity to participate in negotiations, no access or means to engage in hedging strategies, no access to federal bailout funds, and no meaningful opportunity to have their important, distinct and different situation heard and represented in the bankruptcy cases. He adds that a substantial number of those bondholders invested in GM bonds at or near par values with their pension funds and life savings. "Given the significant economic differences and motivations, and the extensive participation by the institutional bondholders in the process, the family and dissenting GM bondholders are a distinctly different constituency of creditors at a huge disadvantage in this process," Mr. Richman tells the Court. Mr. Richman avers that in the absence of official recognition of the F&D Committee, there is no reasonable expectation that any other constituency in this case would genuinely be representative of these bondholders' distinct situations or meaningfully represent their identifiable and important interests that are being materially and adversely affected by the Debtors' cases. The F&D Committee further asks the Court to shorten the time for the hearing to consider the F&D Recognition Motion so that it will be heard at least three business days in advance of the June 19, 2009, deadline for filing objections to the Asset Transfer Motion. * * * Bankruptcy Law360 reports that the U.S. Bankruptcy Court for the Southern District of New York won't hold an expedited hearing on the individual General Motors Corp. bondholders' request for an official committee representing family and other non-institutional bondholders. 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. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Court Won't Expedite Asbestos Panel Hearing ----------------------------------------------------------- An ad hoc committee of asbestos personal injury claimants asked Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to: -- convene a hearing on June 18, 2009, at 11:00 a.m., to consider their request for appointment of an official asbestos committee; and -- set the objection deadline for June 12. Judge Gerber, however, denied the Ad Hoc Committee's request for an Expedited Hearing noting that "insufficient cause has been shown for requiring the Debtors to respond to a Motion of this character." The Motion will be heard in accordance with the procedures laid out and prescribed in the Federal Rules of Bankruptcy Procedure and Court rules, Judge Gerber noted. In its Annual Report to Shareholders for 2007, General Motors Corporation noted that it had increased its reserve for asbestos liability to $637 million based on "a reasonable estimate of our probably liability for asbestos related claims projected to be asserted over the next ten years." General Motors also recorded these liabilities for asbestos-related matters in its financial reports: Accrued Liabilities Period Ending ------------------- ------------- $627 million March 31, 2009 $648 million December 31, 2008 $628 million March 31, 2008 The magnitude of General Motors' projected ongoing asbestos liability has been a matter of public knowledge and should have been addressed by both General Motors and the Auto Task Force in their restructuring activities, according to The Ad Hoc Committee of Asbestos Personal Injury Claimants. The Debtors' proposed sale under Section 363(b) of the Bankruptcy Code with Vehicle Acquisition Holdings LLC, a U.S. Treasury-sponsored purchaser, suggests to immunize the Debtors and non-debtor parties to the Transaction from legitimate state law claims of present and future asbestos victims. "Enjoining future asbestos-related claims and channeling [the Claims] to a Trust pursuant to Section 524(g) would provide the proposed Purchaser with unassailable protections from [the] claims that are simply not possible without the creation of a Trust, the Ad Hoc Committee's counsel, Sander L. Esserman, Esq., at Stutzman, Bromberg Esserman & Plifka, A Professional Corporation, in Dallas Texas, asserts. Similarly, Mr. Esserman says, to the extent that the Trust is funded by Non-debtors who will benefit by a channeling injunction, having current asbestos claims processed and paid by a Trust would result in a larger portion of estate funds being available to pay other unsecured claims. Mr. Esserman adds that the Court's ability to enter rulings relating to the rights of unknown future claimants is limited by the lack of a Court-appointed legal representative to protect the Future Claimants' interests. In this regard, the Ad Hoc Committee asks Judge Gerber to appoint a legal representative for future asbestos personal injury claimants and direct the U.S. Trustee for Region 2 to appoint an official committee of asbestos personal injury claimants The Ad Hoc Committee of is comprised of: PI Claimant Representative ----------- -------------- William J. Lewis SimmonsCooper LLC Maureen Tavaglione Waters & Kraus Terry Roth Brayton Purcell LLP Jene Moore, Sr. Early Ludwick & Sweeney L.L.C. Edward Levitch Paul & Hanley LLP Other Asbestos PI Claimants are represented by (i) Cooney and Conway, and (ii) The Lanier Law Firm PLLC and Weitz & Luxemberg, P.C. Meanwwhile, Steven Kazan, Esq., at Kazan, McClain, Lyons, Greenwood & Harley, PLC, serves as an ex-officio member of the Ad Hoc Committee. The Ad Hoc Committee asserts that it is appropriate for the Court to appoint of "a legal representative for the purpose of protecting the rights of persons that might subsequently assert demands" against the Debtors, to satisfy the prerequisite for a channeling injunction under Section 524(g)(4)(B)(i). According to Mr. Esserman, a Future Claimants' Representative generally negotiates the terms of a "compensatory trust" with those who will fund it and be protected by an injunction channeling asbestos claims. On the other hand, the Representative will also confer with current Asbestos Claimants whose claims may also be channeled to the trust for payment. Concurrent with the appointment of a Future Claimants' Representative, an Official Committee of Asbestos Claimants, to be appointed by the U.S. Trustee, is necessary to a successful reorganization to facilitate: -- the medical and exposure criteria for recovery, which are unique to asbestos victims; -- the resolution of difficult and critical issues in the reorganization process; and -- to assure the active participation of its Asbestos Claimants in the reorganization process. The Official Committee of Unsecured Creditors, according to Mr. Esserman, is inadequate to represent the interests of asbestos victims because certain of the Creditors' Committee members apparently "negotiated separate treatment," assuring that large consideration will be paid to them or their affiliates if the Sale closes. Hence, the Creditors' Committee "suffers from a conflict with asbestos victims who have an interest in establishing a long- term fund addressing their unique claims," he points out. In fulfilling its highly specialized and unique role, an Asbestos Committee can result in a more efficient and more expeditious Chapter 11, resulting in significant reductions in cost to the estates, Mr. Esserman says. The Debtors' cases are large and complex, and many issues that motivate other stakeholders are distinct from the interests of Asbestos Claimants. Accordingly, a single committee could not articulate and urge the diverse needs of distinct creditor group, he tells the Court. A Future Claimants' Representative should be appointed at the earliest possible date to take an "active and aggressive role" in protecting their interests "at every step [of the] litigation," Mr. Esserman argues, citing In re Findley v. Falise (In re Johns- Manville Corp.), 898 F.Supp. 473, 565 (S.D.N.Y. 1995). Similarly, delaying appointment an Asbestos Committee would deny unknown future asbestos claimants the protections to which they are entitled and deny current asbestos claimants any meaningful participation in the Debtors' cases, he asserts. 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. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Backs Financing for Acquisition of Delphi Assets ---------------------------------------------------------------- General Motors Corporation, GM Components Holdings, LLC, Delphi Corp., and Platinum Equity Capital Partners II, L.P. and its affiliate Parnassus Holdings II, LLC, executed a master disposition agreement dated June 1, 2009. GM Controller and chief accounting officer, Nick S. Cyprus, relates in a regulatory filing with the Securities and Exchange Commission on June 5, 2009, that under the Master Disposition Agreement, GM agreed to acquire Delphi's global steering business and its facilities in Kokomo, Indiana, Rochester, New York, Lockport, New York, and Grand Rapids, in Michigan. Mr. Cyprus says a new company will be formed by Platinum Equity, which will acquire substantially all of Delphi's remaining assets, including its Troy, Michigan headquarters building. Certain excluded assets and liabilities will be retained by a Delphi entity to be sold or liquidated. Delphi employees at each acquired facility will be transferred to the company that acquires that facility. In connection with the acquisition, GM agreed to pay or assume: -- $600 million of Delphi obligations related to Delphi's senior DIP Credit Facility, including certain secured hedge transactions; -- $300 million of Delphi obligations related to Delphi's junior DIP credit facility; and -- $200 million of other Delphi obligations to be shared with the Acquisition Company, including administrative claims. GM's administrative claims associated with (x) its credit agreement with Delphi for $300 million; and with (y) transferred pension costs for hourly employees totaling $1.6 billion will be waived at the closing of the transactions contemplated by the Master Disposition Agreement. In related agreements: (i) GM agreed to acquire, prior to the consummation of the transactions under the Master Disposition Agreement, Class A Membership Interests in the Acquisition Company for $2 billion of cash; (ii) Platinum agreed to acquire Class B Membership Interests in the Acquisition Company for $250 million of cash; and (iii) Delphi agreed to acquire Class C Membership Interests in the Acquisition Company on behalf of certain of Delphi's junior DIP Lenders for forgiveness of a portion of its debt. GM and Platinum Equity also agreed to establish a secured delayed draw term loan facility for the Acquisition Company, with GM committing to provide $500 million and Platinum Equity committing to $250 million. GM further agreed to carry all existing Delphi supply agreements and purchase orders for North America forward to the end of the related product program, and Acquisition Company agreed to provide GM with certain protection of supply commitments as requested by GM. In the Master Disposition Agreement and related agreements, Platinum Equity agreed to a termination fee if transactions contemplated by the agreements are not consummated because of a breach by Platinum or the Acquisition Company. Mr. Cyprus discloses that GM's proposed funding to Delphi and to Acquisition Company was reflected in the (i) revised viability plan GM submitted to the U.S. Department of the Treasury pursuant to the Loan and Security Agreement, as amended, between GM and the U.S. Treasury; and (ii) budget agreed to between GM and the U.S. Treasury under the Secured Superpriority DIP Credit Agreement among GM, the guarantors, and the DIP Lenders. Delphi will seek approval of the Master Disposition Agreement as part of proposed modifications to its Confirmed Plan of Reorganization in its Chapter 11 case, or effect the transactions under the Master Disposition Agreement as sales under Section 363 of the Bankruptcy Code if the stakeholders' support is not sufficient to achieve prompt confirmation of the Modified Plan by the Bankruptcy Code. Preliminary hearing on the Delphi Plan Modifications is on June 10, 2009, in Delphi's bankruptcy case pending before the U.S. Bankruptcy Court for the Southern District of New York. The parties expect to close those transactions by the end of July 2009. In connection with the Master Disposition Agreement, GM and Delphi amended their existing liquidity agreement to provide that GM will furnish a $250 million credit facility to Delphi, conditioned on progress in achieving the transactions contemplated by the Master Disposition Agreement and approval of either the Modified Plan or the Section 363 Sales. The credit facility will terminate at the earliest of (i) confirmation of the Modified Plan, (ii) consummation of the Section 363 Sales; (iii) termination of the Modified Plan or the Section 363 Sales; or (iv) September 30, 2009. Upon the consummation of either the Modified Plan or the Section 363 Sales, GM will waive all amounts outstanding under Delphi's $250 million credit facility. Delphi Gets Initial OK to Tap $250MM in Financing The U.S. Bankruptcy Court for the Southern District of New York has granted Delphi Corp. preliminary approval to tap $250 million in financing from General Motors Corp. As reported by the Troubled Company Reporter on June 10, 2009, Delphi Corp. and its debtor-affiliates sought the Court's interim and final approval of certain amendments to the arrangement they previously entered into with GM. Executed on June 1, 2009, the Amended and Restated GM-Delphi Arrangement provides for a $250 million increase of GM's total commitment under the parties' agreement, subject to the certain terms and conditions. A full-text copy of the Amended and Restated GM-Delphi Arrangement dated June 1, 2009 is available for free at: http://bankrupt.com/misc/Delphi_AmGMDelphiAgr.pdf 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. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Drops Plans to End Up to 20 Dealer Contracts ------------------------------------------------------------ Tom Krisher at The Associated Press reports that General Motors Corp. has taken back plans to end franchise agreements with up to 20 dealerships, after the Company reviewed their cases. About 500 dealers had filed an appeal on GM's decision to eliminate them, The AP relates, citing Mark LaNeve, GM's North American vice president for sales and marketing. According to The AP, Mr. LaNeve said that some of the closures were upheld by a panel of GM officials, while others are still being evaluated. The AP states that dealers were judged on whether they met sales goals, customer service scores, the condition of their buildings, and other criteria. Mr. LaNeve admitted that in some cases, GM made mistakes, which is possible when dealing with so many dealers, The AP relates. The report quoted Mr. LaNeve as saying, "If we made a mistake on a performance metric, or there were extraordinary circumstances causing that performance, in fairness to the process, we wanted the opportunity to reverse that decision." According to The AP, dealers that GM wants to keep were given continuation agreements to sign by Friday with criteria to meet to keep their franchises, while those that the Company decided to let go were given wind down agreements. About 88% of the dealers to be kept have agreed to sign on, while 74% of dealers to be terminated have committed, The AP says, citing Mr. LaNeve. Mr. LaNeve, The AP relates, said that GM will work out sales and other performance targets with the dealers in the first quarter of 2010, and as well as the time frame for facility upgrades. GM had agreed to discuss concerns, including a new rule that bars dealerships from suing the Company, The AP states, citing Louisiana's attorney general. The AP reports that the National Automobile Dealers Association is supporting the changes. Temporary Closure of 7 Factories Extended by Up to 4 Weeks Tom Krisher at The AP relates that GM said that it will extend the temporary closure of seven factories. According to the report, GM said that the shutdowns won't be enough to control an increasing supply of some models. Citing GM spokesperson Chris Lee, the report states that temporary shutdowns at these plants will be extended: -- Detroit-Hamtramck; -- Lansing, Michigan, Grand River plant; -- Orion Township, Michigan plant; -- Oshawa, Ontario plant; -- Lordstown, Ohio plant; -- Shreveport, Louisiana plant; and -- Spring Hill, Tennessee assembly plants. The Lansing plant gets the longest shutdown because inventories of its products are high, says The AP. Ward's AutoInfoBank relates that GM has a 106-day supply of the STS and a 98-day supply of the CTS. The Lansing plant makes the Cadillac STS and CTS luxury sedans. Mr. Lee said that due to the slumping U.S. auto market, the closures might not be the end of GM's efforts to keep inventory down, according to The AP. The report quoted him as saying, "We recognize our product output needs to be adjusted on a regular basis. We've been doing it now for 18 months, unfortunately, on a very regular basis. So by all means it's possible." GM will also reduce shifts at the van plant in Wentzville, Missouri, removing the second shift starting on August 10, The AP says. 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. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. On April 27, General Motors presented the U.S. Department of Treasury with an updated plan as required by the loan agreement signed by GM and the U.S. Treasury on December 31, 2008. The plan addresses the key restructuring targets required by the loan agreement, including a number of the critical elements of the plan that was submitted to the U.S. government on December 2, 2008. Among these are: U.S. market competitiveness; fuel economy and emissions; competitive labor cost; and restructuring of the company's unsecured debt. It also includes a timeline for repayment of the Federal loans, and an analysis of the Company's positive net present value. The plan details the future reduction of GM's vehicle brands and nameplates in the U.S., further consolidation in its workforce and dealer network, accelerated capacity actions and enhanced manufacturing competitiveness, while maintaining GM's strong commitment to high-quality, fuel-efficient vehicles and advanced propulsion technologies. A full-text copy of GM's viability plan presented in February 2009 is available at http://researcharchives.com/t/s?39a4 General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, is the Debtors' restructuring officer. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsels. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by General Motors Corporation and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENTA INCORPORATED: Completes Securities Purchase Agreement ----------------------------------------------------------- Genta Incorporated disclosed in a filing with the Securities and Exchange Commission that on April 3, 2009, it closed on a securities purchase agreement with certain accredited institutional investors, to place up to $12 million of senior secured convertible notes and corresponding warrants to purchase common stock with the investors. The Company closed with gross proceeds of approximately $6 million of the 2009 Notes and Warrants and with net proceeds of $5.2 million after deducting commissions and estimated expenses. With the net proceeds from the initial closing and assuming the remaining $6 million does not close, the Company believes that it has sufficient working capital and cash on hand until June 2009. Genta Incorporated -- http://www.genta.com/-- is a biopharmaceutical company with a diversified product portfolio that is focused on delivering innovative products for the treatment of patients with cancer. Two major programs anchor the Company's research platform: DNA/RNA-based Medicines and Small Molecules. Genasense(R) (oblimersen sodium) Injection is the Company's lead compound from its DNA/RNA Medicines program. The leading drug in Genta's Small Molecule program is Ganite(R) (gallium nitrate injection), which the Company is exclusively marketing in the U.S. for treatment of symptomatic patients with cancer related hypercalcemia that is resistant to hydration. The Company has developed G4544, an oral formulation of the active ingredient in Ganite, which has recently entered clinical trials as a potential treatment for diseases associated with accelerated bone loss. The Company is also developing tesetaxel, a novel, orally absorbed, semi-synthetic taxane that is in the same class of drugs as paclitaxel and docetaxel. Ganite and Genasense are available on a "named-patient" basis in countries outside the United States. As reported in the Troubled Company Reporter on May 14, 2009, Genta Incorporated said it currently projects that it will run out of funds in June 2009 absent additional funding. Moreover, the Company does not have any additional financing in place. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license or sell assets or products it would otherwise seek to commercialize on its own, or file for bankruptcy. There can be no assurance that the Company can obtain financing, if at all, on acceptable terms. Genta said its recurring losses and negative cash flows from operation raise substantial doubt about its ability to continue as a going concern. GENTA INC: Inks Securities Purchase Agreement With Investors ------------------------------------------------------------ Genta Incorporated disclosed in a filing with the Securities and Exchange Commission that the Company entered into a securities purchase agreement with certain accredited institutional investors for a private placement of senior secured convertible notes totaling in the aggregate of up to $40 million in gross proceeds. The Company closed on approximately $20 million of the Notes on June 9, 2008. On June 9, 2008, in connection with the 2008 Financing, the Company issued a form of senior secured convertible promissory note due June 9, 2010, to the 2008 Note Holders. Then, on April 2, 2009, the Company closed on a securities purchase agreement, with certain accredited institutional investors listed on the signature page thereto, to place up to $12 million of senior secured convertible notes and corresponding warrants to purchase common stock with the 2009 Note Holders. The Company closed with gross proceeds of approximately $6 million of the notes and warrants. In connection with the 2009 Financing, the Company and each of the 2008 Note Holders entered into a Consent Agreement, dated April 2, 2009, whereby the 2008 Note Holders, for all purposes and in all respects under the Securities Purchase Agreement, consented to the 2009 Financing and transactions contemplated thereby. Therefore, on May 22, 2009, the Company entered into a Note Conversion and Amendment to Consent Agreement, dated as of May 21, 2009, with the 2008 Note Holders in order to amend the Consent Agreement to: -- remove the covenant that no 2008 Note Holder may convert any of the holder's 2008 Notes on any day to the extent that, together with all prior conversions under the 2008 Notes after the Effective Date, the total amount of the 2008 Notes that has been converted since the Effective Date exceeds (a) 10% of the principal amount of the 2008 Notes on the Effective Date multiplied by (b) the number of whole or partial calendar weeks since the Effective Date; -- amend the limitation on the 2008 Note Holders' conversion rights to apply only to the 2008 PIK Notes, rather than the 2008 Notes; and -- clarify the approval required by the 2008 Note Holders in order to waive or amend the Consent Agreement to require the approval of at least two-thirds of the then outstanding and unexercised Purchase Rights and the then outstanding principal amount of New Notes issued upon exercise of the Purchase Rights (together, as one class). The conversion provisions set forth in the Amendment do not apply to the June 2008 holdings of Dr. Raymond P. Warrell, Jr. and Dr. Loretta M. Itri. Pursuant to the Amendment, Dr. Warrell and Dr. Itri agreed not to convert the portion of the 2008 Notes beneficially held by each of them as necessary in order for the Company to authorize and reserve a sufficient number of unissued shares to cover the conversions set forth in the Amendment and the conversion of all of the 2008 Notes, in each case, other than those held by Dr. Warrell and Dr. Itri. Pursuant to the Amendment, the 2008 Note Holders also agreed: -- to convert the entire outstanding principal amount of each holder's 2008 Note, subject to the limitations on conversion set forth in Section 3.4 of the 2008 Notes and Section 5(b) of the Consent Agreement, on May 22, 2009; -- to the extent any of the principal amount of the holder's 2008 Note remains outstanding following the Initial Conversion Date, to convert any additional outstanding principal amount of the 2008 Notes, subject to the conversion limitations contained in Section 3.4 and Section 5(b) of the Consent Agreement, on May 26, 2009; and -- not to sell, assign or transfer any of the shares of Company common stock received upon conversion of the holder's 2008 Notes, or any interest therein, during the period beginning on the effective date of the Amendment and ending at 11:59 p.m. EDT May 28, 2009. Pursuant to the Amendment, the consent of holders of at least 95% in outstanding principal amount of the 2008 Notes was required for the Amendment to be effective. A full-text copy of the Note Conversion and Amendment to Consent Agreement is available for free at: http://ResearchArchives.com/t/s?3dbf About Genta Incorporated Genta Incorporated -- http://www.genta.com/-- is a biopharmaceutical company with a diversified product portfolio that is focused on delivering innovative products for the treatment of patients with cancer. Two major programs anchor the Company's research platform: DNA/RNA-based Medicines and Small Molecules. Genasense(R) (oblimersen sodium) Injection is the Company's lead compound from its DNA/RNA Medicines program. The leading drug in Genta's Small Molecule program is Ganite(R) (gallium nitrate injection), which the Company is exclusively marketing in the U.S. for treatment of symptomatic patients with cancer related hypercalcemia that is resistant to hydration. The Company has developed G4544, an oral formulation of the active ingredient in Ganite, which has recently entered clinical trials as a potential treatment for diseases associated with accelerated bone loss. The Company is also developing tesetaxel, a novel, orally absorbed, semi-synthetic taxane that is in the same class of drugs as paclitaxel and docetaxel. Ganite and Genasense are available on a "named-patient" basis in countries outside the United States. As reported in the Troubled Company Reporter on May 14, 2009, Genta Incorporated said it currently projects that it will run out of funds in June 2009 absent additional funding. Moreover, the Company does not have any additional financing in place. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license or sell assets or products it would otherwise seek to commercialize on its own, or file for bankruptcy. There can be no assurance that the Company can obtain financing, if at all, on acceptable terms. Genta said its recurring losses and negative cash flows from operation raise substantial doubt about its ability to continue as a going concern. GLORIA HARDEMON: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Gloria Hardemon 244 E. 14th Street Chicago, IL 60605 Bankruptcy Case No.: 09-21014 Chapter 11 Petition Date: June 9, 2009 Court: Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Debra J. Vorhies Levine, Esq. debravlevine@yahoo.com Law Offices of Debra V. Levine 53 W Jackson Boulevard, Suite 404 Chicago, IL 60604 Tel: (312) 259-5970 Fax: (312) 588-0785 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shore Bk property $367,772 7936 S. Cottage Grove Chicago, IL 60619 Bk Of Amer credit card $21,019 4060 Ogletown/Stan Newark, DE 19713 Peoples Engy utility $15,199 130 E Randolph Chicago, IL 60601 Chase credit card $13,514 Bank One Card Serv Westerville, OH 43081 Chryslr Fin 2006 jeep $9,325 Internal Revenue Service tax $9,087 Amex credit card $9,085 City of Chicago property $5,466 Citi credit card $1,949 Americollect collection $1,797 Illinois Collection Se $734 Cap One credit card unknown HAWKER BEECHCRAFT: S&P Raises Corporate Credit Rating to 'CCC+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it has raised its long- term corporate credit rating on Hawker Beechcraft Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. About $2.3 billion of debt is outstanding. S&P also raised its issue-level ratings on wholly owned subsidiary Hawker Beechcraft Acquisition Co. LLC's senior unsecured and subordinated debt to 'CCC-' from 'D', two notches below the corporate credit rating on Hawker Beechcraft. The recovery rating on the senior unsecured and subordinated debt remains at '6', indicating S&P's expectations that lenders would achieve negligible (0 to 10%) recovery in the event of a payment default. At the same time, S&P lowered its issue-level rating on HBAC's senior secured debt to 'B-' from 'B'. The downgrade positions the senior secured debt one notch above the corporate credit rating on Hawker Beechcraft, the same differential as before the company announced its tender offer to buy a portion of its unsecured notes at values substantially below par. The recovery rating on this debt remains at '2', indicating S&P's expectations of substantial (70% to 90%) recovery of principal in the event of a payment default. The corporate credit rating reflects S&P's view of the company's post-tender-offer risk of payment default and potential for further distressed redemptions. Although Hawker Beechcraft will benefit from lower long-term debt and interest expense, credit protection measures will remain very weak. Furthermore, the company's liquidity cushion is now smaller following the full draw of its $365 million revolving credit facility to fund operations and the tender offer. On May 5, 2009, the company announced that it was offering to purchase for cash a portion of its senior fixed-rate notes due 2015, senior paid-in-kind election notes due 2015, and subordinated notes due 2017 at values substantially below par for an aggregate purchase price of up to $100 million, which the company later increased to $150 million. In aggregate, the company accepted about $274.5 million of notes, paying about $96 million. The aggregate principal amount of the notes outstanding is now about $603 million, almost $500 million less than the amount outstanding before this tender offer and open market purchases in the first quarter of 2009, at a combined cash cost of about $140 million to Hawker Beechcraft. Wichita, Kansas-based Hawker Beechcraft's corporate credit rating reflects very high debt leverage, the potential for additional distressed exchange offers for secured and unsecured debt, poor credit protection measures, large swings in working capital, and risks associated with the current sharp market downturn, which is likely to last at least through 2010. S&P believes these factors easily outweigh the company's position as a well-established major manufacturer of business jets, turboprops, and piston aircraft, and its adequate near-term liquidity. Although Hawker Beechcraft had a sizable aircraft order backlog of $7.3 billion at March 29, 2009 (more than two years of production), numerous order deferrals and cancellations across the industry will likely lead to considerably lower earnings and cash flow generation than S&P expected and adverse effects on the company's already very weak credit protection measures. Demand for new planes has fallen steeply because of the global recession, lower corporate profits, tight credit markets, and an increased number of attractively priced used planes on the market. In addition, in the current economy, some people view the use of corporate aircraft unfavorably. The current market slump reverses a strong upward cycle in recent years, which was driven mostly by an expanding U.S. economy, higher corporate profits, new models, and increasing global wealth, resulting in a higher percentage of orders from international customers (Hawker Beechcraft's international sales rose to 47% of the total in 2008). In response to the sharp market downturn, Hawker Beechcraft has taken aggressive actions to lessen the effect of weaker demand on profitability by reducing production rates for 2009 on most models (except the Hawker 4000 jet and the military trainer, deliveries of which will be significantly up this year) and cutting its workforce by about 500 employees in November 2008. In addition, the company announced in early 2009 another 2,300 workforce reductions to be completed by the end of 2009, for a total 25% to 30% decrease in the workforce. Restructuring initiatives in recent years improved profitability, but a costly August 2008 strike, losses on early production Hawker 4000 units, and ongoing development costs of new models reduced operating profit margin (before depreciation and amortization) to 8% in 2008; the margin improves to the low-teens percentage area when adjusted for certain nonrecurring items. Margins will likely be slightly lower in 2009 because the ramp-up of Hawker 4000 early deliveries carries low margins. Hawker Beechcraft should have adequate liquidity in 2009, supported primarily by cash and equivalents of $299 million (as of May 4, 2009), reflecting a fully drawn, $365 million revolving credit facility. Working capital requirements fluctuate considerably during the year; operations typically use cash in the first quarter because of fewer aircraft deliveries, and they generate substantial cash flow in the fourth quarter when deliveries are usually strongest. In the current sharp market downturn, cash generation may not follow the same pattern. Still, cash flow should benefit from an expected increase in Hawker 4000 deliveries, associated inventory reduction, and lower capital expenditures. Debt maturities will be low for the next five years ($13 million per year amortization of the term loan). Required contributions for the underfunded postretirement obligations will be minimal in 2009. The outlook is negative. S&P could lower the ratings if the market for business jets deteriorates materially, resulting in reduced earnings, cash generation, and liquidity. Because the revolving credit facility is fully drawn, a further decline in demand for Hawker Beechcraft aircraft, lower customer advances from fewer orders, and an inability to fully adjust production rates and other costs could reduce the liquidity cushion provided by cash on hand. S&P would also lower the ratings if the company undertakes additional distressed debt redemptions. S&P is less likely to revise the outlook to stable in the near term, considering the weak industry conditions. KENNETH KNIE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Kenneth Robert Knie Michelle Denise Knie dba Tri Corp. Development dba Tri Corp. Development Inc. dba RAH ND LLC dba Grant Creek Heights Inc. dba Phoenix New Beginnings, LLC PO Box 17332 Missoula, MT 59808 Bankruptcy Case No.: 09-61104 Chapter 11 Petition Date: June 9, 2009 Court: District of Montana (Butte) Debtor's Counsel: Gregory W. Duncan, Esq. gd@mt.net Duncan Law Office 2687 Airport Road, Ste. A Helena, MT 59601 Tel: (406) 442-6350 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor did not file a list of 20 largest unsecured creditors. KRISPY KREME: Net Income Down to $1.9MM in Quarter ended May 3 -------------------------------------------------------------- Krispy Kreme Doughnuts, Inc., reported financial results for the first quarter of fiscal 2010, ended May 3, 2009. The Company's operating income for the first quarter of 2009 was $5.8 million compared to $5.6 million in the first quarter last year. The Company's net income in the first quarter of 2009 was $1.9 million compared to net income of $4.0 million in the first quarter of 2008. In the first quarter of 2009, the Company prepaid $20 million of principal on its term loan, reducing its balance to $54 million. Even after this significant use of cash for debt reduction, the Company finished the quarter with $21 million of cash and $9 million of unused revolving credit. At May 3, 2009, the Company's sheet showed total assets of $180.3 million, total liabilities of $119.4 million, and shareholders' equity of $60.9 million. About Krispy Kreme Doughnuts Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer and wholesaler of doughnuts. The company's principal business, which began in 1937, is owning and franchising Krispy Kreme doughnut stores where over 20 varieties of doughnuts are made, sold and distributed and where a broad array of coffees and other beverages are offered. * * * As reported in the Troubled Company Reporter on April 17, 2009, Krispy Kreme Doughnuts, Inc., said it has reached an agreement with lenders on amendments to its credit facilities that should enable the Company to remain in compliance with the agreements and continue to provide backup sources of liquidity. LEHMAN BROTHERS: Barclays Says Lehman's Claim Has No Basis ---------------------------------------------------------- Barclays Plc contends that Lehman Brothers Holdings Inc. has no basis for conducting an investigation into its acquisition of Lehman's North American investment banking business one week after the Chapter 11 filing in September, Bloomberg's Bill Rochelle reports. Lehman Brothers Holdings Inc. had claimed it received inadequate consideration for the sale of its brokerage unit to Barclays. On Friday, Barclays told the Court said Lehman's motion amounted to a wholesale attack on the bankruptcy court order, which approved the sale. A hearing on the dispute is set for June 24, 2009. The motion for discovery was filed May 18. Lehman Brothers' Collapse Founded in 1850, Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States, offering a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. Lehman filed for Chapter 11 on September 15, 2008 (Bankr. S.D. N.Y. Case No. 08-13555) after Barclays PLC and Bank of America Corp. backed out of a deal to acquire the company, and the U.S. Treasury refused to provide financial support that would have eased out a sale. Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several affiliates filed bankruptcy petitions thereafter. On September 19, 2008, Lehman Brothers, Inc., was placed in liquidation pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119). James W. Giddens was appointed trustee for the SIPA liquidation of the business of LBI. Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code on February 10, 2009. Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc., estimated both its assets and liabilities at more than $1 billion. LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, has been placed into administration, together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to wind down the business of LBI (Europe) on September 15, 2008. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units have combined liabilities of JPY4 trillion or US$38 billion. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited suspended operations upon the bankruptcy filing of their U.S. counterparts. Asset Sales Barclays Bank Plc has acquired Lehman's North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on September 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only US$2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEONARD O. WALLACE: Wants Elsaesser Jarzabek as Bankruptcy Counsel ------------------------------------------------------------------ Leonard O. Wallace asks the U.S. Bankruptcy Court for the District of Idaho for permission to employ Elsaesser Jarzabek Anderson Marks & Elliot, CHTD., as counsel. The firm will provide legal assistance and advice needed by the Debtor to propose and have confirmed a Chapter 11 Plan of Reorganization. The hourly rates of the firm's personnel are: Ford Elsaesser $275 Bruce Anderson $245 Support Staff $75 The firm received $5,000 for prepetition services and $1,039 for the filing fee. All funds were applied to prepetition fees and filing fee. The firm will write off unpaid balances as of the petition date, if any. The firm holds a prepetition retainer in its trust account amounting to $18,961. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Elsaesser Jarzabek Anderson Marks & Elliot, CHTD. 1400 Northwood Ctr. Ct. No. C Coeur d'Alene, ID 83814 Tel: (208) 667-2900 Fax: (208) 667-2150 About Leonard O. Wallace Post Falls, Idaho-based Leonard O. Wallace filed for Chapter 11 on May 14, 2009 (Bankr. D. Idaho Case No. 09-20496). Bruce A. Anderson, Esq., represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. LIFE SCIENCES: Board and Committee OK Amendments to Incentive Plan ------------------------------------------------------------------ The board of directors and compensation committee of Life Sciences Research, Inc., at a joint meeting on June 3, 2009, approved certain amendments to the Long Term Incentive Plan. The Company related that two management directors, Andrew H. Baker and Mr. Brian Cass abstained from the board vote. The amendments to the LTIP include: 1. In the event there is a change in control of the Company on or before December 31, 2010,then: -- The LTIP matures immediately upon the change in control and the target performance level is deemed achieved; -- Payout to participants in the LTIP is based on the individual gross salaries, prior to the 6% reduction in salaries now in force, current at the time of the change in control. -- Payout to participants in the LTIP is made at the levels prescribed for having fully achieved the 16% operating profit percentage LTIP target. -- Payout is made within 30 days after the date of the change in control. -- The LTIP payout amount to be included in a participant's total compensation or base salary for purposes of calculating employment termination payments following a change in control under employment agreement or other applicable change in control provisions is limited to one third of the individual recipient's LTIP payout. -- There will be a modified cutback of LTIP payouts to comply with U.S. tax code Section 280G limits for those, if any, to whom Section 280G applies. 2. In the event there is not a change in control of the Company on or before December 31, 2010: -- The plan matures at December 31, 2010. -- Payout to participants in the LTIP is calculated based on the operating profit percentage achieved in the best 4 consecutive quarters during the plan period, Jan. 1, 2007, through December 31, 2010. -- Payout is prorated to the original LTIP Target. That payout will be equal to the percentage which the Best OP% bears to the LTIP Target; 100% will be paid if the LTIP Target is achieved over any 4 consecutive quarters. -- Payout is based on the individual gross salaries, prior to 6% reduction now in force, current at the time of maturity. -- Payout is made within 30 days after the earlier of (i) achieving the LTIP Target or (ii) March 31, 2011, if the LTIP Target is not fully achieved by December 31, 2010, in which case the payout would be based on the pro rata percentage of the Best OP% to the LTIP Target. The aggregate amount payable to all participants under the 2007 LTIP in the event of a change in control of the Company or full achievement of the LTIP Target is approximately $4.89 million. The potential payments under the LTIP in the event of a change in control of the Company or full achievement of the LTIP Target for each of the executive officers is: Andrew Baker, Chairman and CEO* $1,132,000 Brian Cass, Pres. and Managing Director* $1,132,000 Richard Michaelson, CFO $560,000 Julian Griffiths, Director of Operations* $490,000 Mark Bibi, Secretary and General Counsel $420,000 * Payments to Messrs. Baker, Cass and Griffiths are made in UK pounds sterling. For purposes of estimating these payments in U.S. dollars, an exchange rate of GBP1.00 = $1.53 has been used. About Life Sciences Headquartered in East Millstone, New Jersey, Life Sciences Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a global contract research organization providing product development services to the pharmaceutical, agrochemical and biotechnology industries. LSR operates research facilities in the United States and the United Kingdom. At March 31, 2009, the Company's balance sheet showed total assets of $173.8 million and total liabilities of $185.0 million, resulting in a stockholders' deficit of $11.2 million. MARK IV: Obtains Access to JPMorgan $90MM Facility on Final Basis ----------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Mark IV Industries Inc. and its debtor-affiliates to access, on a final basis, $90 million in postpetition financing under the credit and guarantee agreement with JPMorgan Chase Bank N.A, as administrative and syndication agent, and J.P. Morgan Securities Inc., as sole lead arranger and sole bookrunner. Judge Bernstein also authorized the Debtors to use cash collateral securing repayment of secured loans. In addition, he allowed Mark IV Industries to access up to $35 million, DAYCO EUROPE S.r.l. of Italy, $25 million; and Mark IV Industries Corp. of Canada, $30 million. The facility is expected to mature on May 4, 2010. Under the agreement, the ABR loan incurs interest at a rate per annum equal to the ABR plus 4% on U.S. term loans and Canadian loans while the Eurocurrency loan accrues interest for each day during each interest period at a rate per annum equal to the Eurocurrency Rate determined for such day plus 5% for the U.S. term loans and Canadian term loans and 3.5% for the Italian term loans. Default rate is applicable rate plus 2%. The Debtors aver that the DIP financing will provide them with much needed liquidity to permit the orderly continuation of the operation of the businesses and the completion of the restructuring process, and to help maintain necessary liquidity levels at their non-debtor foreign affiliates and subsidiaries. The proceeds of the DIP loan will be used to (i) fund working capital and other general corporate purposes, and (ii) pay fees, costs and expenses in connection with the DIP agreement. The DIP facility is subject to a $4 million carve-out to pay all unpaid professional fees and expenses. The DIP agreement contains appropriate events of default including, among other things, a plan of reorganization filed by any of the Debtors that does not provide for the termination of the commitments and payment in full of the obligations on the effective date. To secure their DIP obligations, the lenders will have superpriority administrative claim status over any and all administrative expenses. About Mark IV Industries Headquartered in Amherst, New York, Mark IV Industries, Inc., -- http://www.mark-iv.com/-- is a privately held leading global diversified manufacturer of highly engineered systems and components for vehicles, transportation infrastructure and equipment. The Company's systems and components are designed to promote a cleaner and safer environment and include power transmission, air admission and cooling, advanced radio frequency, and information display, technologies. The Company has a geographically diverse innovation, marketing and manufacturing footprint. Mark IV filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on April 30. Mark IV's International and IVHS operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Company has also established a Restructuring Information Line, which is 888-248-4460. Outside the U.S., callers can dial +1 716- 213-6855. Additional information about the Company's Chapter 11 restructuring can also be found at http://www.MARKIVRESTRUCTURING.com/ MARK IV: Court Approves Skdden Arps as Bankruptcy Counsel --------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Mark IV Industries, Inc., and its debtor-affiliates to employ Skadden, Arps, Slate, Meagher & Flom LLP as their counsel. According to the Troubled Company Reporter on May 11, 2009, the firm is expected to: a) advise the Debtors with respect to their powers and duties as debtors and debtors-in-possession in the continued management and operation of their businesses and properties; b) advise the Debtors with respect to corporate transactions and corporate governance, and in any negotiations and out- of-court agreements with creditors, equity holders, prospective acquirers, and investors; c) assist the Debtors with respect to employee matters; d) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; e) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of any actions commenced against those estates, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the estates; f) review and prepare on behalf of the Debtors all documents and agreements as they become necessary and desirable; g) review and prepare on behalf of the Debtors all pleadings, motions, administrative and procedural applications, answers, orders, reports, papers, supporting schedules and statements necessary to the administration of the estates; h) negotiate and prepare on the Debtors' behalf Plan of Reorganization, disclosure statement and all related agreements and documents and take any necessary action on behalf of the Debtors to obtain confirmation of the Plan; i) review and object to claims; analyze, recommend, prepare, and bring any causes of action created under the Bankruptcy Code; j) advise the Debtors in connection with any sale of assets; k) appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtors' estates before the courts and the U.S. Trustee; and l) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with these Chapter 11 cases. J. Eric Ivester, Esq., member of the firm of Skadden, told the Court that the firm received $1,000,000 to be held as on-account cash for the advance payment of prepetition professional fees and expenses incurred and charged by Skadden in its representation of the Debtors, the balance of which would become an evergreen retainer for professional fees and expenses incurred and charged by Skadden in its representation of the Debtors on the commencement of these Chapter 11 cases. The Debtors paid Skadden $1,360,046 to replenish the On-Account Cash. The hourly rates of Skadden personnel are: Associates and Counsel $360 to $835 Partners $730 to $1,050 Legal Assistants and Support Staff $175 to $295 Mr. Ivester assured the Court that Skadden is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ivester can be reached at: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 About Mark IV Industries Headquartered in Amherst, New York, Mark IV Industries, Inc., -- http://www.mark-iv.com/-- is a privately held leading global diversified manufacturer of highly engineered systems and components for vehicles, transportation infrastructure and equipment. The company's systems and components are designed to promote a cleaner and safer environment and include power transmission, air admission and cooling, advanced radio frequency, and information display, technologies. The company has a geographically diverse innovation, marketing and manufacturing footprint. Mark IV filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on April 30. Mark IV's International and IVHS operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Company has also established a Restructuring Information Line, which is 888-248-4460. Outside the U.S., callers can dial +1 716- 213-6855. Additional information about the Company's Chapter 11 restructuring can also be found at http://www.MARKIVRESTRUCTURING.com/ MATTRESS HOLDING: Moody's Confirms 'Caa1' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service confirmed Mattress Holding Corp.'s Caa1 Corporate Family Rating and changed its Probability of Default rating to Caa1/LD. The ratings outlook is negative. These actions conclude the review for possible downgrade that began on February 20, 2009. The confirmation reflects Moody's expectation that the company's performance will stabilize at weaker levels in this difficult economic environment, and that various cost containment actions will result in positive free cash flow generation over the next twelve months. The company's credit metrics are expected to remain weak, but within expectations for the current rating. The actions also anticipate likely improvement in Mattress Holding's financial covenant headroom related to recent changes in the company's consolidated capital structure. The PDR was changed to Caa1/LD to reflect Moody's view that a portion of the capital structure change resulted in some economic loss to holders of a certain debt obligation due to the elimination of subsidiary guarantees and temporary conversion of required cash interest payments into pay-in-kind. The transaction was deemed a distressed exchange by Moody's, and a limited default designation was assigned to the PDR. Moody's will remove the limited default designation approximately three days after the date of this release, and the ratings on the revolver and term loan will be changed to B2 reflecting the expected change in liability mix within the company's pro forma, consolidated capital structure. The negative outlook reflects Moody's expectation for continued- weak economic conditions through 2009, with the rate of decline diminishing through the year. Should the company's operating performance deteriorate beyond expectations, contractual covenant tightening could again prove problematic. Ratings confirmed: -- Corporate family rating at Caa1; -- Senior secured revolving credit facilities at B3 (LGD3, 32%). Ratings changed: -- Probability of Default rating to Caa1/LD from Caa1; Subsequent rating actions -- these ratings changes will take place in approximately three business days: -- Probability of Default rating to Caa1 from Caa1/LD; -- Senior secured revolving credit facilities to B2 (LGD2, 29%) from B3 (LGD3, 32%). The last rating action on Mattress Holding was on February 20, 2009 when Moody's downgraded the company's corporate family rating to Caa1 and placed all ratings on review for possible further downgrade. Mattress Holding Corp., headquartered in Houston, Texas, is a leading specialty retailer of conventional and specialty mattresses, with stores in 22 states, primarily located in the South and Southwestern, and a portion of the Midwestern United States. Revenues for the fiscal year ended February 3, 2009 exceeded $430 million. MERCURY COMPANIES: Wants Plan Filing Period Extended to August 7 ---------------------------------------------------------------- Mercury Companies Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Colorado to extend their exclusive period to propose a Chapter 11 plan through August 7, 2009, and their exclusive period to solicit acceptances of that plan through October 6, 2009. This is the fourth request for an extension of the Debtors' exclusive periods. The Debtors tell the Court that rather than focus on a plan of reorganization, they had focused all their attention on claims review, which will have a significant impact on the structure of a plan. Mercury informs the Court that they are in the concluding stages of their asset liquidations. Denver, Colorado-based Mercury Companies Inc. is a holding company primarily for subsidiaries that until recently were involved in the settlement services industry, including title services, escrow services, real estate services, mortgage services, mortgage document preparation, and settlement services software development. Mercury has since wound down or sold its operations. Mercury Companies filed for Chapter 11 protection on August 28, 2008. Two months later, six subsidiaries, namely Arizona Title Agency, Inc., Financial Title Company, Lenders Choice Title Company, Lenders First Choice Agency, Inc., Texas United Title, Inc., dba United Title of Texas and Title Guaranty Agency of Arizona, Inc., also filed voluntary Chapter 11 petitions. Mercury The units' cases are jointly administered with Mercury's (Bankr. D. Colo. Lead Case No. 08-23125). Daniel J. Garfield, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, and Vikki L. Vander Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as counsel. Lars H. Fuller, Esq., at Baker Hostetler, represent the official committee of unsecured creditors appointed in the case. METALDYNE CORP: U.S. Trustee Forms Five-Member Creditors' Panel --------------------------------------------------------------- Diana G. Adams, the United States Trustee for Region 2, appointed five creditors to serve on the Official Committee of Unsecured Creditors of Metaldyne Corporation and its debtor-affiliates. The members of the Committee: a) General Aluminum 6065 Parkland Blvd. Cleveland, Ohio 44124 Attn: Edward Crawford, Chairman and chief executive officer. Tel: (440) 947-2000 b) Citation Corporation 27275 Haggerty Road, Suite 420 Novi, Michigan 48377 Attn: Lou Lavorata, chief financial officer Tel: (248) 522-5165 c) SKF USA Inc. PO Box 332 Kulpsville, Pennsylvania 19443-0330 Attn: Rex Thrasher, director of credit and collections Tel: (267) 436-6882 d) International Union, UAW 8000 East Jefferson Avenue Detroit, Michigan 48214 Attn: Niraj R. Ganatra, associate general counsel Tel: (313) 926-5216 e) QMP-America Division of High Purity Iron Inc. 1625 Rout Marie-Victoria Sorel-Tracy, Quebec, Canada 33R 1M6 Attn: Diane D'Amour, collection manager Tel: (450) 746-3685 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Metaldyne Corporation Headquartered in Plymouth, Michigan, Metaldyne Corporation -- http://www.metaldyne.com-- is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japanbased chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne is a leading global designer and supplier of metal based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel end, and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. On January 11, 2007, in connection with a plan of merger, Asahi Tee Corporation in Japan acquired the shares of Metaldyne. On the same date, Asahi Tee contributed those shares to Metaldyne Holdings, and Asahi Tee thereby became the indirect parent of Metaldyne and its other units. RHJ International S.A. of Belgium now holds approximately 60.1% of the outstanding capital stock of Asahi Tec. The Company own 23 different properties, including 14 domestic manufacturing facilities in six states, and more than 10 manufacturing facilities North America, Europe, South America and Asia. For the fiscal year ended March 29, 2009, the company recorded annual revenues of approximately $1.32 billion. As of March 29, 2009, utilizing book values, the company had assets of approximately $977 million and liabilities of $927 million. Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor, Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary Inc. and its affiliates filed for Chapter 11 on May 27, 2009 (Bankr. S. D. NY Lead Case No. 09-13412). Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. The Debtors propose to hire Judy A. O'Neill, Esq., at Foley & Lardner LLP as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. The Debtors have assets and debts both ranging from $500 million to $100 million. NANOGEN INC: Wants to Hire Ashby & Geddes as Bankruptcy Counsel --------------------------------------------------------------- Nanogen, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Ashby & Geddes, P.A., as their counsel. Ashby & Geddes will, among other things: a) perform all necessary services as the Debtors' counsel, including without limitation, preparing, or assisting in the preparation of, all necessary documents on behalf of the Debtors; b) advise the Debtors of their powers and duties as debtors-in- possession in the continued operation of their businesses and management of their properties; and c) appear at hearings before the Bankruptcy Court on behalf of the Debtors. Pre-bankruptcy, Ashby & Geddes received a $75,000 retainer which was later supplemented in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. As of the petition date, Ashby & Geddes may have been owed amounts for services and expenses incurred. However, Ashby & Geddes agreed to waive any prepetition claim. The hourly rates of Ashby & Geddes' personnel are: William Pierce Bowden, Esq., member $545 Ricardo Palacio, Esq., member $435 Karen B. Skomorucha, Esq., associate $295 Anthony Dellose, paralegal $180 To the best of the Debtors' knowledge, Ashby & Geddes is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 About Nanogen, Inc. Headquartered in San Diego, California, Nanogen, Inc., is a manufacturer of advanced human diagnostic products. The Company and its affiliates filed for Chapter 11 protection on May 13, 2009 (Bankr. D. Del. Lead Case No. 09-11696). Karen B. Skomorucha, Esq., Ricardo Palacio, Esq., and William Pierce Bowden, Esq., at Ashby & Geddes, P.A., represent the Debtors in their restructuring efforts. The Debtors have assets and debts both ranging from $10 million to $50 million. NCL CORP: S&P Withdraws 'B' Corporate Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' corporate credit rating on U.S.-based NCL Corp. and the 'CCC+' rating on NCL's US$250 million 10.625% senior unsecured notes due 2014 (US$9.8 million currently outstanding) at the company's request. The ratings on NCL reflect its high leverage, weak operating performance, established presence in North American cruise market, and uncertainty surrounding its performance in the current economic environment. Standard & Poor's has no information on NCL's current liquidity position and does not have access to its management strategy. Based on the information available to S&P, S&P expects NCL's rating to be in the 'B' range, however, it is possible that the rating on NCL could be lower than this. NORTEL NETWORKS: Huron Consulting Bills $452,138 for April Work --------------------------------------------------------------- Four professionals retained in Nortel Networks Inc. and its debtor-affiliates' Chapter 11 cases seek interim allowance of fees for services rendered for the period from January to April 2009 and reimbursement of expenses incurred during the same fee period: Professional Fee Period Fees Expenses ------------ ---------- ---- -------- Huron Consulting Group 04/01/09 to $452,138 $48,998 04/30/09 Jackson Lewis LLP 03/01/09 to $20,942 $30 03/31/09 Morris Nichols Arsht 03/01/09 to $40,052 $16,676 & Tunnell LLP 03/31/09 04/01/09 to $42,954 $10,037 04/30/09 Paradigm DKD Group LLC 01/14/09 to $283,480 $0 03/31/09 Morris Nichols also submitted its first interim fee application for the period January 14 to April 30, 2009, seeking allowance of $242,479 in fees, and reimbursement of $100,635 in expenses. Morris Nichols, Shearman & Sterling LLP, and Huron Consulting also submitted their first quarterly fee applications. Morris Nichols seeks interim allowance of $242,479, and reimbursement of $100,635 in expenses while Shearman seeks interim allowance of $237,602 and reimbursement of $4,774, for the period from January 14 to April 30, 2009. Meanwhile, Huron Consulting seeks interim allowance of $1,194,400 in fees and reimbursement of $135,430 in expenses for the period from February 2 to April 30, 2009. Six other professionals retained by the Official Committee of Unsecured Creditors also filed their monthly applications for interim allowance of fees and reimbursement of expenses for March and April 2009. They are: Professional Fee Period Fees Expenses ------------ ---------- ---- -------- Akin Gump Strauss 04/01/09 to $919,594 $22,201 Hauer & Feld LLP 04/30/09 Capstone Advisory 03/01/09 to $435,213 $5,537 Group LLC 03/31/09 Ashurst LLP 04/01/09 to GBP77,055 GBP132 04/30/09 Fraser Milner 04/01/09 to C$511,662 C$5,102 Casgrain LLP 04/30/09 Richards Layton & 03/01/09 to $7,646 $2,370 Finger P.A. 03/31/09 04/01/09 to $4,002 $579 04/30/09 Jefferies & Company 03/01/09 to $200,000 $2,615 Inc. 03/31/09 About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: May File for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Sam Black at Business Journal reports that Opus West is considering filing for bankruptcy protection. Opus Corp. spokesperson Winston Hewett said that the company has hired a counsel to explore restructuring options, Business Journal relates. The restructuring could include filing for Chapter 11 bankruptcy, according to the news source. Business Journal says that Opus West's new project, the Glendale Corporate Center, recently went into foreclosure. The Arizona Republic relates that the 300,000 sq. ft. office building is the subject of a lawsuit by Bank of the West, which is seeking $30.9 million for a past-due construction loan on the new development. The Arizona Republic says that the Bank has scheduled a foreclosure auction on August 13 for the property. Opus West is a Phoenix-based operating company. It is a unit of Minnetonka, Minnesota-based Opus Corp. PHOENIX COYOTES: Relocation Fee May Block Jim Balsillie's Bid ------------------------------------------------------------- Bob Baum at The Associated Press reports that a relocation fee imposed by the National Hockey League could block Jim Balsillie's bid to purchase Phoenix Coyotes and move it to Hamilton, Ontario. According to The AP, the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona said that his reading of case law shows that the NHL owns the right to the Hamilton region and would be entitled to a fee if a team is located there. It would be hard to come up with a proposed number for the fee as it is determined by the board of governor's as part of the relocation process, The AP relates, citing NHL attorneys. Judge Baum said that he might force the NHL to come up with a number by ordering an auction of the team on June 22, according to the report. The AP states that the fee could discourage Mr. Balsillie from buying Phoenix Coyotes and could withdraw his bid, and the NHL could try to sell the team to someone who would keep the Coyotes in Arizona. "I did have a brief discussion with Jim about it this morning, and the contract gives us the right to walk away if there's any transfer fee at all," the report quoted Mr. Balsillie's representative, Richard Riordan, as saying. Dewey Ranch, together with affiliates Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC, filed for Chapter 11 bankruptcy protection on May 5, 2009 (Bankr. D. Ariz. Case No. 09-09488), to implement a court-approved sale of Phoenix Coyotes under the Bankruptcy Code. The filing included a proposed sale of the franchise to PSE Sports & Entertainment, LP, which would move the franchise to southern Ontario, Canada. Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, assists the Debtors in their restructuring efforts. Dewey Ranch listed $100 million to $500 million in assets and $100 million to $500 million in debts. PLIANT CORP: Wants Plan Filing Period Extended to October 9 ----------------------------------------------------------- Pliant Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a plan through and including October 9, 2009, and their exclusive period to solicit acceptances of that plan through and including December 9, 2009. Although the Debtors have filed a plan of reorganization within the filing exclusive period, the Debtors request an extension out of an abundance of caution. The hearing on the disclosure statement is presently scheduled for June 29. As reported in the Troubled Company Reporter on June 9, an adversary proceeding against the major lenders, including Merrill Lynch Bank USA and Wilmington Trust Co., has been filed by the official committee of unsecured creditors to recoup a greater portion of the plastic film manufacturer's assets. As reported in the Troubled Company Reporter on May 19, 2009, Pliant Corp. has filed with the Bankruptcy Court proposed revisions to their First Amended Joint Plan of Reorganization, which was filed with the Court on May 1, 2009. As envisioned, the Debtors' First Lien Notes will be exchanged for 100% of the Class A New Common Stock to be issued pursuant to the Plan. To the extent classes containing the claims of Second Lien Noteholders, Senior Subordinated Noteholders, and General Unsecured Claims vote to accept the Plan, holders of claims in those classes will receive a pro rata distribution of New Warrants to be issued pursuant to the Plan. The Debtor's Prepetition Credit Facility claims will be paid in full in cash, and claims and interests of Pliant's existing equity holders will be extinguished. Estimated recovery for unsecured claims, estimated at $274.8 million, is 0.5%. About Pliant Corp. Headquartered in Schaumburg, Illinois, Pliant Corporation produces polymer-based films and flexible packaging products for food, beverage, personal care, medical, agricultural and industrial applications. The Company has operations in Australia, New Zealand, Germany, and Mexico. The Debtor and 10 of its affiliates filed for Chapter 11 protection on January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel. As of September 30, 2005, the Company had $604.3 million in total assets and $1.19 billion in total debts. The Debtors emerged from Chapter 11 on July 19, 2006. Pliant Corp. and its affiliates again filed for Chapter 11 after reaching terms of a pre-packaged restructuring plan. The voluntary petitions were filed February 11, 2009 (Bank. D. Del. Case Nos. 09-10443 through 09-10451). The Hon. Mary F. Walrath presides over the cases. Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, provide bankruptcy counsel to the Debtors. Epiq Bankruptcy Solutions LLC acts as claims and noticing agent. The U.S. Trustee for Region 3 appointed five creditors to serve on an official committee of unsecured creditors. The Committee selected Lowenstein Sandler PC as its counsel. As of September 30, 2008, the Debtors had $688.6 million in total assets and $1.03 billion in total debts. PRESIDENTIAL CLUB: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Paul Brinkmann at South Florida Business Journal reports that Presidential Club LLLP has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Florida. According to court documents, Presidential Club listed $1 million to $10 million in assets and $10 million to $50 million in debt. Court documents say that Presidential Club's top unsecured creditors include: -- Helena Chemical Co. of Fort Pierce, which is owed $12,031; -- Greenzkeeper Wholesale Supply Corp. of Boca Raton, owed $11,216; and -- Florida Power & Light Co., owed $8,112. According to records filed with the Miami-Dade County Circuit Court, the Union Labor Life Insurance Co. gave Presidential Club a $17.25 million mortgage in September 2005. Business Journal states that the loan was increased to $17.75 million in August, and $20.03 million in December. Business Journal relates that Matthew Kramer, Esq., at Bilzin Sumberg Baena Price & Axelrod, assists Presidential Club in its restructuring efforts. Presidential Club LLLP owns the Presidential Country Club, an 18- hole golf course in North Miami Beach. Presidential Club is majority held by BCOM Presidential, an affiliate of Miami Developers BCOM. QUEBECOR WORLD: RR Donnelley Revises Cash and Stock Offer --------------------------------------------------------- R.R. Donnelley & Sons has sweetened its unsolicited offer made on May 12, 2009, to buy Quebecor World Inc., which has commenced the process of concluding its Chapter 11 reorganization begun in January, Bloomberg's Bill Rochelle reports. Donnelley raised its offer to include $100 million more cash and another $21.6 million in stock. As revised in a letter sent to Quebecor on June 8, 2009, Donnelley commits to pay $800 million cash and 30 million shares of its own stock, worth $416 million at the June 5 closing price, for the acquisition of Quebecor. The equity component represents 15% of Donnelley's stock. To give better tax consequences, Donnelley says it is prepared to complete the acquisition through confirmation of a Chapter 11 plan rather than a sale, according to the report. Donnelley says its plan is "significantly more favorable" than the currently pending stand alone reorganization. As reported in the Troubled Company Reporter on May 14, 2009, Quebecor World Inc. received an unsolicited, non-binding and conditional indication of interest from R.R. Donnelley & Sons Company to acquire all or substantially all of the assets of Quebecor World. The non-binding proposal was communicated on May 12, 2009, in a letter from Thomas J. Quinlan III, R.R. Donnelley's President and Chief Executive Officer, to Jacques Mallette, President and Chief Executive Officer of Quebecor World, David McCarthy, President of Quebecor World (USA) Inc., and Steven Strom, Managing Director of Jefferies & Company, Inc., an advisor to Quebecor World. Quebecor last month received bankruptcy court approval for the disclosure statement explaining the plan. Quebecor's plan calls for giving unsecured creditors notes for 50% of their claims so long as claims in the class don't exceed $150 million in total. The revolving credit lenders, owed $735 million, and equipment financing lenders, owed $184 million, would receive a combination of cash, common stock and preferred stock, for a recovery estimated to be between 85% and 88%. New common stock and warrants would go to the holders of $1.45 billion in unsecured notes to produce a recovery estimated at 10% to 15%. As reported in the Troubled Company Reporter on May 25, 2009, Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on June 30, 2009, at 10:00 a.m., to consider confirmation of the plan of reorganization filed by Quebecor World (USA), Inc., and its debtor affiliates. Objections to the confirmation of the Plan are due June 19. About Quebecor World Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina, and the British Virgin Islands. Ernst & Young, Inc., the monitor of Quebecor World Inc., and its affiliates' reorganization proceedings under the Canadian Companies' Creditors Arrangement Act, filed a petition under Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Southern District of New York on September 30, 2008, on behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15 case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at Allen & Overy LLP, in New York, serves as counsel to the Chapter 15 petitioner. QWI and certain of its subsidiaries commenced the CCAA proceedings before the Quebec Superior Court (Commercial Division) on January 20, 2008. The following day, 53 of QWI's U.S. subsidiaries, including Quebecor World (USA), Inc., filed petitions under Chapter 11 of the U.S. Bankruptcy Code. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S. Bankruptcy Court for the Southern District of New York (Lead Case No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP, represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The Company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective January 28, 2008. QWI is the only entity involved in the CCAA proceedings that is not a Debtor in the Chapter 11 Cases. As of June 30, 2008, Quebecor World's unaudited consolidated balance sheet showed total assets of US$3,412,100,000 total liabilities of US$4,326,500,000 preferred shares of US$62,000,000 and total shareholders' deficit of US$976,400,000. Bankruptcy Creditors' Service, Inc., publishes Quebecor World Bankruptcy News. The newsletter tracks the parallel proceedings undertaken by QWI and its affiliates under United States and Canadian bankruptcy laws. (http://bankrupt.com/newsstand/or 215/945-7000) QUEBECOR WORLD: Posts Additional Documents on US & Canadian Plans ----------------------------------------------------------------- Quebecor World Inc. has filed with the U.S. and Canadian courts term sheets containing material terms applicable to the various securities to be issued by Quebecor World upon implementation of its U.S. and Canadian Plans of Reorganization under Chapter 11 of the U.S. Bankruptcy Code and the Companies' Creditors Arrangement Act, consisting of new Common Shares and Class A Preferred Shares, Series I and Series II Warrants and unsecured notes to be issued or guaranteed by Quebecor World. The Company also posted on the Canadian Monitor's Web site and filed with the Canadian Court a Second Amended and Restated Plan of Reorganization and Compromise. The balloting deadline for affected creditors to vote on the U.S. Plan is June 18, 2009, which is the same date on which affected creditors will be asked to vote on the Canadian Plan at a meeting of creditors. Quebecor World has also posted and filed an updated disclosure exhibit providing information on the current status of the Company's views regarding the non-binding, unsolicited and conditional indication of interest for the acquisition of substantially all of its assets received from R.R. Donnelley, including the Company's views on R.R. Donnelley's latest indication of interest received June 8, 2009. Quebecor World is proceeding on the timetable contemplated under its proposed reorganization plans so as to successfully emerge from the U.S. and Canadian insolvency proceedings by mid-July 2009. In that connection, the Company is pleased to announce that it is well advanced in its exit financing process. Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) -- http://www.quebecorworldinc.com/-- provides market solutions, including marketing and advertising activities, well as print solutions to retailers, branded goods companies, catalogers and to publishers of magazines, books and other printed media. It has 127 printing and related facilities located in North America, Europe, Latin America and Asia. In the United States, it has 82 facilities in 30 states, and is engaged in the printing of books, magazines, directories, retail inserts, catalogs and direct mail. The company has operations in Mexico, Brazil, Colombia, Chile, Peru, Argentina, and the British Virgin Islands. Ernst & Young, Inc., the monitor of Quebecor World Inc., and its affiliates' reorganization proceedings under the Canadian Companies' Creditors Arrangement Act, filed a petition under Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Southern District of New York on September 30, 2008, on behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814). The Chapter 15 case is before Judge James M. Peck. Kenneth P. Coleman, Esq., at Allen & Overy LLP, in New York, serves as counsel to the Chapter 15 petitioner. QWI and certain of its subsidiaries commenced the CCAA proceedings before the Quebec Superior Court (Commercial Division) on January 20, 2008. The following day, 53 of QWI's U.S. subsidiaries, including Quebecor World (USA), Inc., filed petitions under Chapter 11 of the U.S. Bankruptcy Code. The Honorable Justice Robert Mongeon oversees the CCAA case. Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the CCAA case. Ernst & Young Inc. was appointed as Monitor. Quebecor World (USA) Inc., its U.S. subsidiary, along with other U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S. Bankruptcy Court for the Southern District of New York (Lead Case No. 08-10152). Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP, represents the Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors is represented by Akin Gump Strauss Hauer & Feld LLP. Based in Corby, Northamptonshire, Quebecor World PLC -- http://www.quebecorworldplc.com/-- is the U.K. subsidiary of Quebecor World Inc. that specializes in web offset magazines, catalogues and specialty print products for marketing and advertising campaigns. The Company employs around 290 people. Quebecor PLC was placed into administration with Ian Best and David Duggins of Ernst & Young LLP appointed as joint administrators effective January 28, 2008. QWI is the only entity involved in the CCAA proceedings that is not a Debtor in the Chapter 11 Cases. As of June 30, 2008, Quebecor World's unaudited consolidated balance sheet showed total assets of US$3,412,100,000 total liabilities of US$4,326,500,000 preferred shares of US$62,000,000 and total shareholders' deficit of US$976,400,000. Bankruptcy Creditors' Service, Inc., publishes Quebecor World Bankruptcy News. The newsletter tracks the parallel proceedings undertaken by QWI and its affiliates under United States and Canadian bankruptcy laws. (http://bankrupt.com/newsstand/or 215/945-7000) REDDY ICE: Board Names Angela Wallander as Exec. Vice President --------------------------------------------------------------- Reddy Ice Holdings Inc.'s board of the directors selected Angela S. Wallander as executive vice president and chief administrative officer of the company effective June 8, 2009. Ms. Wallander has extensive experience managing internal shared service functions and relationships with external vendors and customers. Prior to joining Reddy Ice, Ms. Wallander was employed with Dr Pepper Snapple Group for 22 years in various positions, including most recently, Senior Vice President for Customer Solutions from 2008 to 2009 and Senior Vice President for Shared Business Services from 2004 to 2008. "[Ms. Wallander] brings a deep experience in various administrative functions and shared services to our company," commented Gilbert M. Cassagne, Chairman, Chief Executive Officer and President. "I and the rest of the senior leadership team look forward to working with her to improve our existing processes and implementing new capabilities." About Reddy Ice Based in Dallas, Texas, Reddy Ice Holdings, Inc., and its wholly- owned subsidiary, Reddy Ice Corporation, manufacture and distribute packaged ice products. The Company is the largest manufacturer of packaged ice products in the United States and serves roughly 82,000 customer locations in 31 states and the District of Columbia * * * According to the Troubled Company Reporter on April 13, 2009, Standard & Poor's Ratings Services said that it lowered its ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its wholly-owned operating subsidiary, Reddy Ice Corp. S&P lowered the corporate credit rating to 'B' from 'B+', and for analytical purposes, S&P views the companies as one economic entity. The outlook is negative. As of December 31, 2008, Reddy Ice had about $391 million of total debt. RH DONNELLEY: Taps Sidney Austin and Young Conaway as Co-Counsel ---------------------------------------------------------------- R.H. Donnelley Corp. has filed with the U.S. Bankruptcy Court for the District of Delaware motions seeking to retain Sidley Austin as attorney at hourly rates ranging from $90 to $925; Young Conaway Stargatt & Taylor as attorney at hourly rates ranging from $155 to $610; Lazard Freres & Co. as investment banker for a monthly fee of $200,000 and a $15 million restructuring fee for completion of restructuring under a pre-packaged plan or $13 million if the plan is not pre-arranged, with a cap of $19 million for all fees; and Sitrick and Company as corporate communications consultant at hourly rates ranging from $185 to $850, BankruptcyData.com reports. About R.H. Donnelley Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/-- (NYSE: RHD) publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. KPMG LLP, the Company's independent auditor, in March 2009, raised substantial doubt on the Company's ability to continue as a going concern. "The Company has significant amounts of maturing debt which it may be unable to satisfy commencing March 31, 2010, significant negative impacts on operating results and cash flows from the overall downturn in the global economy and higher customer attrition, and possible debt covenant violations in 2009 that raise substantial doubt about its ability to continue as a going concern," KPMG said in its March 27 report. R.H. Donnelley reported a net loss of $2.29 billion for the year ended December 31, 2008, on net revenues of $2.61 billion. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. R.H. Donnelley Corp. and 19 of its affiliates filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RITE AID: Plans to Offer $400 Million in Senior Secured Notes ------------------------------------------------------------- Rite Aid Corporation wants to offer $400 million aggregate principal amount of senior secured notes due 2016. The Notes will be unsecured, unsubordinated obligations of Rite Aid Corporation and will be guaranteed by substantially all of Rite Aid's subsidiaries. The guarantees will be secured on a senior lien basis. The offering is part of the comprehensive plan to refinance Rite Aid's September 2010 debt maturities. Rite Aid said it has obtained the amendments to its Senior Secured Credit Facility necessary to complete the refinancing. Also included in the refinancing is a new $525 million term loan due June 2015 under Rite Aid's Senior Secured Credit Facility. Proceeds from the new term loan, which is scheduled to close on June 10, 2009, will be used to refinance the $145 million Tranche 1 Term Loan due September 2010 under Rite Aid's Senior Secured Credit Facility, repay and cancel a portion of the commitments outstanding under Rite Aid's existing $1.75 billion senior secured revolving credit facility also due September 2010, and for fees and other expenses. As part of the refinancing, Rite Aid is also seeking to enter a new $1.0 billion senior secured revolving credit facility due September 2012, for which it has obtained $900 million in commitments. Rite Aid intends to use the net proceeds from the offering of the Notes, together with borrowings under the New Revolver, to repay the remaining amounts outstanding and replace Rite Aid's existing revolving credit facility, and to fund related fees and expenses. The Notes offering is not contingent upon the entry into the New Revolver, which is subject to successful syndication and satisfaction of customary closing conditions. In the event the New Revolver is in an amount less than $1.0 billion, Rite Aid may seek to offer additional Notes or other indebtedness, which may be secured. The offering is subject to market and other customary conditions. In connection with Rite Aid's offering, the company prepared a description of certain risk factors relating to its business and industry that are being presented to potential investors. A full- text copy of the description of certain risk factors is available for free at http://ResearchArchives.com/t/s?3dc1 About Rite Aid Corporation Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain with more than 5,000 stores in 31 states and the District of Columbia. * * * Troubled Company Reporter said on June 2, 2009, Moody's Investors Service assigned a B3 rating to Rite Aid Corporation's proposed $400 million term loan due 2015. All other ratings, including the company's Caa2 Corporate Family Rating, Caa2 Probability of Default Rating, and SGL-4 Speculative Grade Liquidity rating, were affirmed. The rating outlook remains negative. According to the Troubled Company Reporter on April 29, 2009, 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. As reported in the Troubled Company Reporter on Jan. 26, 2009, Moody's Investors Service downgraded the long term ratings of Rite Aid Corporation, including its probability of default and corporate family ratings to Caa2 from Caa1, with a negative outlook. Moody's also affirmed Rite Aid's speculative grade liquidity rating at SGL-4. The downgrade acknowledges the near to medium term pressures that Rite Aid's liquidity faces should it be unable to generate very significant improvements in its free cash flow (which is currently negative). The downgrade also reflects Moody's opinion that the current capital structure is likely unsustainable at the company's current level of operating performance. 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 Stable from Negative. In addition, Fitch has assigned 'BB-/RR1' ratings to Rite Aid's proposed $1 billion credit facility, the new $525 million term loan due June 2015, and the 9.75% $410 million senior first lien secured notes due June 2016. Fitch has also affirmed these ratings: -- Secured revolving credit facility and term loans at 'BB- /RR1'; -- Second lien senior secured notes at 'BB-/RR1'; -- Guaranteed senior unsecured notes at 'CCC/RR5'; -- Non-guaranteed senior unsecured notes at 'CC/RR6'. The Outlook revision to Stable from Negative reflects Rite Aid's progress in refinancing 2010 debt maturities, thus alleviating liquidity concerns. The ratings continue to consider Rite Aid's significant 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. In the near term, a decline in front-end same store sales could stall operating improvement at both core Rite Aid and Brooks Eckerd stores. The ratings also reflect Rite Aid's strong market share position as the third largest U.S. drug retailer 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 had significant refinancing 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. Post the completion of its recent refinancing announcements, Rite Aid will have replaced its credit facility and paid down its $145 million term loan with a combination of a new $900 million to a $1 billion revolving credit facility that the company is currently negotiating, and the recent issuance of $525 million term loan and $410 million in senior first lien secured high yield notes. If the company is successful in securing a three-year $1 billion credit facility, availability under the new facility would be similar to that under its old facility (with availability of $724 million as of Feb. 28, 2009) on a proforma basis, providing the company with adequate liquidity over the intermediate term. Post the refinancing of the credit facility and the $145 million term loan, the off balance sheet $345 million first lien accounts receivable securitization facility maturing in January 2010 and the $225 million second priority accounts receivable securitization term loan due in September 2010 are the only major remaining debt maturities over the next three years. Considered in the Stable Outlook is that Rite Aid will be able to replace this debt through refinancing under the existing structure or a combination of first or second lien secured term loans. Once the refinancings are successfully completed, Fitch anticipates management can turn its full focus on improving core operations and rating movements will largely depend on Rite Aid's top line and profitability. Rite Aid's operating metrics significantly lag those of its large and well capitalized competitors, CVS Caremark and Walgreen. The latter two retailers have been gaining share through organic growth and folding in regional retailers in the case of CVS Caremark in many of Rite Aid's markets. If Rite Aid is unable to improve average weekly prescriptions per store (which 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) or gain traction at the Brooks Eckerd stores acquired in June 2007, EBITDA margins are likely to remain pressured on weak top line growth and market share losses. Rite Aid's EBITDA margin at 3.7% (excluding non- cash and merger related expenses) for fiscal year ended Feb. 28, 2009 is significantly below its two leading competitors' margins at 7.5%-9%. In the near term, Fitch expects anemic pharmacy same store sales and a decline in higher margin front-end same store sales could pressure gross margins. As a result, free cash flow could be neutral to slightly negative in FY2010 and adjusted debt/EBITDAR for FY2010 and FY2011 will remain at or be slightly above the 7.4 times (x) reported for FY2009. Rite Aid's ability to appropriately invest in its stores given its current free cash flow levels and indebtedness remain a concern as Fitch views the projected $250 million in capital spending for FY2010 below levels required to remain competitive. The issue ratings shown above are derived from the IDR and the relevant recovery rating. The revolving credit facility, term loans and the new $410 million senior secured notes due June 2016 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 are guaranteed by Rite Aid's subsidiaries giving them an outstanding recovery (91%-100%). Rite Aid's senior secured notes that have a second lien on the same collateral and are guaranteed by Rite Aid's subsidiaries are also expected to have 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 $5.3 billion on inventory, owned real estate and prescription files. RIVIERA HOLDINGS: Plans to Transfer Common Stock Trading to OTCBB ----------------------------------------------------------------- Riviera Holdings Corporation intends to voluntarily delist its common stock from NYSE Amex LLC after receipt of a deficiency letter from the Exchange indicating that the Company was not in compliance with certain of the Exchange's continued listing standards. The Company will seek to have its common stock quoted on the Over-The-Counter Bulletin Board. The deficiency letter, received June 1, 2009, indicated that the Company did not meet certain of the Exchange's continued listing standards set forth in Section 1003(a)(iv) of the NYSE Amex Company Guide, in that it sustained losses which were so substantial in relation to its overall operations or its existing financial resources, or its financial condition become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and meet its obligations as they mature. The Exchange requested that the Company submit a plan of compliance by July 1, 2009, advising the Exchange of action it has taken or will take in order to bring it into compliance with the applicable continued listing standards by Nov. 27, 2009. The Company does not believe that it can take the steps necessary to satisfy the continued listing criteria of the Exchange within the prescribed time frame. Consequently, the Company has informed the Exchange that it does not intend to submit a plan to regain compliance. The Company intends to voluntarily delist its common stock from the Exchange and file a Form 25 with the Securities and Exchange Commission to remove the listing of the common stock from NYSE Amex. The delisting from the Exchange is expected to be effective 10 calendar days after filing the Form 25. The Company expects that the last day of trading for its common stock on the NYSE Amex Exchange will be on or about June 25, 2009. The Company will seek to have its common stock quoted on the OTC Bulletin Board shortly after the date of delisting from the Exchange, though it cannot provide any assurances in this regard. About Riviera Holdings Riviera Holdings Corp. is a holding company that, through its wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino (Riviera Las Vegas) located on the Las Vegas Boulevard in Las Vegas, Nevada. The Company, through its wholly owned subsidiary, Riviera Black Hawk, Inc., owns and operates the Riviera Black Hawk Casino (Riviera Black Hawk), a limited-stakes casino in Black Hawk, Colorado. Riviera Las Vegas comprises approximately 1.8 million square feet, including 110,000 square feet of casino space, a 160,000-square- foot convention, meeting and banquet facility; 2,075 hotel rooms (including 177 luxury suites) in five towers; three restaurants; a buffet; four showrooms; a lounge, and approximately 2,300 parking spaces. Riviera Black Hawk has 32,000 square feet of gaming space, parking for approximately 520 vehicles, a 252-seat buffet, two bars and an entertainment center with seating for approximately 400 people. As reported by the Troubled Company Reporter on May 12, 2009, the Company received a notice of default on February 26, 2009, from Wachovia with respect to the Credit Facility in connection with the Company's failure to provide a Deposit Account Control Agreement, or DACA, from each of the Company's depository banks per a request made by Wachovia to the Company on October 14, 2008. The DACA that Wachovia requested the Company to execute was in a form that the Company ultimately determined to contain unreasonable terms and conditions as it would enable Wachovia to access all of the Company's operating cash and order it to be transferred to a bank account specified by Wachovia. The Notice further provided that as a result of the default, the Company would no longer have the option to request the LIBOR Rate loans. Consequently, the Term Loan was converted to an ABR Loan effective March 31, 2009. On March 25, 2009, the Company engaged XRoads Solution Group LLC as our financial advisor. Based on an extensive analysis of the Company's current and projected liquidity, and with its financial advisor's input, the Company determined it was in the best interests of the Company to not pay the accrued interest of approximately $4 million on its $245 million Credit Facility, which was due March 30, 2009. Consequently, the Company elected to not make the payment. The Company's failure to pay interest due on any loan within its Credit Facility within a three-day grace period from the due date was an event of default under our Credit Facility. As a result of this event of default, the Company's lenders have the right to seek to charge additional default interest on the Company's outstanding principal and interest under the Credit Agreement, and automatically charge additional default interest on any overdue amounts under the Swap Agreement. These defaults rates are in addition to the interest rates that would otherwise be applicable under the Credit Agreement and Swap Agreement. The Company received an additional notice of default on April 1, 2009, from Wachovia. The Additional Default Notice alleges that subsequent to the Company's receipt of the February Notice, additional defaults and events of default had occurred and were continuing under the terms of the Credit Agreement including, but not limited to: (i) the Company's failure to deliver to Wachovia audited financial statement without a "going concern" qualification; (ii) the Company's failure to deliver Wachovia a certificate of an independent certified public accountant in conjunction with the Company's financial statement; and (iii) the occurrence of a default or breach under a secured hedging agreement. The Additional Default Notice also states that in addition to the foregoing events of default that there were additional potential events of default as a result of, among other things, the Company's failure to pay: (i) accrued interest on the Company's LIBOR rate loan on March 30, 2009, (ii) the commitment fee on March 31, 2009, and (iii) accrued interest on the Company's ABR Loans on March 31, 2009. The Company has not paid the March 31 Payments and the applicable grace period to make these payments has expired. The Additional Default Notice states that as a result of these events of defaults, (a) all amounts owing under the Credit Agreement thereafter would bear interest, payable on demand, at a rate equal to: (i) in the case of principal, 2% above the otherwise applicable rate; and (ii) in the case of interest, fees and other amounts, the ABR Default Rate, which as of April 1, 2009, was 6.25%; and (b) neither Swingline Loans nor Additional Revolving Loans are available to the Company at this time. As a result of the February Notice and the Additional Default Notice, effective March 31, 2009, the Term Loan interest rate is now approximately 10.5% per annum and effective April 1, 2009, the Revolver interest rate is approximately 6.25% per annum. On April 1, 2009, the Company also received Notice of Event of Default and Reservation of Rights in connection with an alleged event of default under the Company's Swap Agreement. The Swap Default Notice alleges that (a) an event of default exists due to the occurrence of an event of default under the Credit Agreement and (b) that the Company failed to make payments totaling $2.1 million to Wachovia with respect to one or more transactions under the Swap Agreement. The Company has not paid this overdue amount and the applicable grace period to make this payment has expired. As previously announced by the Company, any default under the Swap Agreement automatically results in an additional default interest of 1% on any overdue amounts under the Swap Agreement. This default rate is in addition to the interest rate that would otherwise be applicable under the Swap Agreement. As of March 31, 2009, the mark to market amount outstanding under the Swap Agreement was $28.0 million, excluding any credit risk adjustment. With the aid of the Company's financial advisors and outside counsel, the Company is continuing to negotiate with its various creditor constituencies to refinance or restructure its debt. The Company cannot assure that it will be successful in completing a refinancing or consensual out-of-court restructuring, if necessary. If the Company is unable to do so, it would likely be compelled to seek protection under Chapter 11 of the U. S. Bankruptcy Code. SECURITY BENEFIT: S&P Puts 'BB' Rating on Negative CreditWatch -------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'BB' counterparty credit and financial strength ratings on Security Benefit Life Insurance Co. and its affiliate, First Security Benefit Life Insurance and Annuity Co. of New York, on CreditWatch with negative implications. "The CreditWatch placement reflects our concerns about increasing capital pressures at SBLIC," said Standard & Poor's credit analyst Adrian Pask. "In the first quarter of 2009, SBLIC's total adjusted capital fell to $271 million from $326 million in the prior quarter." The $271 million in capital was less than the $300 million that S&P expects at the rating level (as stated in S&P's Feb. 24, 2009, press release). In first-quarter 2009, SBLIC had both a net loss of $42.3 million and an operating loss of $23 million, which contributed to the capital decline. Slowing annuity sales and continued asset-related losses were factors in the poor earnings performance in the first quarter. S&P intends to evaluate the company's capital plans to address these capital pressures. S&P will resolve the CreditWatch status following further analysis. SEITEL INC: Reduces 4 Officers' Base Salary by 10% -------------------------------------------------- Due to the continued downturn in both the oilfield services industry and the overall economy, Seitel Inc. and each of Robert D. Monson, the company's president and chief executive officer, Kevin P. Callaghan, the company's chief operating officer, and William J. Restrepo, the company's chief financial officer, agreed to amend their employment agreements to reduce their base salary by 10% during the period from May 1, 2009 through December 31, 2009. The other terms and conditions of their employment agreements remain in full force and effect. Robert J. Simon, president of Seitel Data, Ltd., a wholly-owned subsidiary of the company, agreed to a reduction of his base salary by 10% during the period from May 1, 2009 through December 31, 2009. Based in Houston, Texas, Seitel Inc. provides seismic data to the oil and gas industry in North America. Seitel's data products and services are critical for oil and gas exploration and the development and management of hydrocarbon reserves by E&P companies. Seitel owns an extensive library of proprietary onshore and offshore seismic data that it has accumulated since 1982 and that it licenses to a wide range of oil and gas companies. Seitel believes that its library of onshore seismic data is one of the largest available for licensing in the United States and Canada. Seitel's seismic data library includes both onshore and offshore 3D and 2D data. Seitel has ownership in over 41,000 square miles of 3D and approximately 1.1 million linear miles of 2D seismic data concentrated in the major active North American oil and gas producing regions. Seitel serves a market which includes over 1,600 companies in the oil and gas industry. As reported by the Troubled Company Reporter on May 18, 2009, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Seitel Inc. to 'CCC' from 'B-'. The outlook is negative. "The downgrade reflects the significant deterioration in operating performance such that cash EBITDA declined to $5.2 million in the first quarter of 2009 compared with $12.8 million for the same period in 2008," said Standard & Poor's credit analyst Amy Eddy. SEMGROUP LP: Plains Marketing Seeks Judgment on Crude Purchases --------------------------------------------------------------- Plains Marketing L.P. sued Bank of America, N.A., as agent to certain prepetition secured lenders of SemGroup L.P. and its debtor-affiliates, Debtors SemCrude, L.P., and Eaglwing, L.P.; Mull Drilling Company, Inc., Murfin Drilling Company, Inc., Samson Contour Entergy E&P, LLC, Samson Lone Star, LLC, St. Mary Land & Exploration Company, Vess Oil Corporation -- Producer Defendants; and "John Doe" Defendants 1 to 100, for declaratory relief in connection with amounts Plains Marketing owed the Debtors for prepetition crude purchases under certain Crude Contracts between them. Before the Petition Date, Plains Marketing entered into certain contracts with SemCrude and Eaglwing for the purchase and sale of crude oil. The Crude Contracts are subject to a netting agreement whereby all transactions between the parties were to be aggregated and netted, with the party owing the greater amount required to pay the difference between the amounts owed by the net obligor and the amounts owed to the net obligor by the corresponding counterparty. The Crude Contracts were also subject to ConocoPhillips' general provision for domestic crude oil agreements that governs the settlement amounts due upon termination and liquidation of the Crude Contracts. The Debtors' Chapter 11 cases triggered the liquidation and the termination provisions in the General Provisions, leading to a reconciliation of amounts owed between Plains and the Debtors under the Crude Contracts. The reconciliation determined that Plains Marketing was a net obligor to the Debtors. Plains Marketing, accordingly, netted the amounts owed and paid SemCrude $22,618,749 and Eaglwing $1,200,000 for prepetition trades. Shortly, the parties negotiated a consensual process for the timing of payment of the final settlement amount and had drafted a stipulation to be filed with the U.S. Bankruptcy Court for the District of Delaware. The parties, however, were unable to follow through with the filing due to the resistance of the producer defendants. The Producer Defendants are operators of oil and gas wells in Colorado, Kansas, Texas, Oklahoma, Wyoming, North Dakota, and New Mexico who sold crude oil to the Debtors. The Producers assert statutory liens and constructive trust rights in the crude oil they sold to the Debtors and in proceeds from crude oil that the Producers sold to the Debtors. The Producers also assert that their alleged statutory liens and trust rights continued in the crude oil and its proceeds when sold to Plains Marketing and have priority over Plains Marketing's contractual and statutory rights of setoff and recoupment. Bank of America asserts a security interest and lien in the crude oil the Producers sold to the Debtors, or in the related proceeds, and that the lien is first and prior to any lien held by the Producers. Defendants "John Does" 1 to 100 include parties or individuals who may assert some right to the final settlement amount. Specifically, Plains Marketing asks the Court to declare, among others, that: -- the Producers have no continuing liens, constructive trust privileges, or other interests in the crude oil the Debtors sold to Plains Marketing, or in any proceeds of the Debtors' sales. To the extent any of the Producers had a lien on the crude oil they sold to the Debtors or on any proceeds from the sale, Plains Marketing seeks declaratory relief that it purchased the crude oil from the Debtors free of any lien. -- BofA's liens against the crude oil Plains Marketing purchased from the Debtors under the Crude Contracts are subordinate to the contractual and statutory netting and setoff right of Plains and all other rights and defenses held by Plains against the Debtors. -- the Debtors have agreed on a final settlement amount, and that Plains Marketing has a contractual right to fully satisfy and extinguish its obligations under the Controlling Agreements by paying the final settlement amount to the Debtors. Plains Marketing also asks the Court to authorize final payment under the Crude Contracts to SemCrude for $2,295,734 and Eaglwing for $188,285. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Court Allows Creditors Panel to Prosecute Actions -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the stipulation between SemGroup L.P. and its debtor-affiliates and the Official Committee of Unsecured Creditors conferring standing to the Creditors' Committee to prosecute additional causes of action on behalf of the Debtors' estates against Brent Cooper, Kevin L. Foxx, and Alex G. Stallings, former officers of SemGroup L.P., as well as additional claims against Westback Purchasing Co., LLC, and Thomas L. Kivisto and Gregory Wallace. The complaint, as amended, alleges: (a) breach of fiduciary duty against Messrs. Cooper and Stallings for gross negligence in failing to take action despite their knowledge of the trades involving Westback, (b) breach of fiduciary duty and breach of contract against Mr. Foxx arising from his undisclosed bonus payment, and non-disclosure of his indirect ownership interest in another business; (c) breach of fiduciary duty against Messrs. Kivisto, Wallace, Cooper, Stallings and Fox on account of SemGroup's speculative trading activities, and grossly inadequate risk management; and (d) constructive fraudulent transfer against Messrs. Kivisto, Wallace and Foxx arising from partnership distributions in February 2008. The Creditors' Committee relates that it did not receive timely objections to its stipulation with the Debtors conferring its standing to prosecute additional causes of action on the Debtors' estates' behalf. In March 2009, the Creditors' Committee sought and obtained Court authority to sue Thomas L. Kivisto, Gregory C. Wallace, and Westback Purchasing Co., LLC, for wrongful conversion of the Debtors' assets, on the Debtors' estates' behalf. Based on the report of Semgroup L.P.'s Examiner, there exist valid claims against SemGroup's former officers, Brent Cooper, Kevin L. Foxx, and Alex G. Stallings, as well as additional claims against current defendants Westback, and Messrs. Kivisto and Wallace. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Court Permits $1MM Cash Loan to White Cliffs --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved SemGroup L.P. and its debtor-affiliates' request to use the cash collateral from certain reserves to provide up to $1 million of loans to White Cliffs Pipeline, L.L.C., to fund operations costs White Cliffs incurred, nunc pro tunc to January 1, 2009, in connection with the construction of the White Cliffs Pipeline. The Court also authorized SemCrude Pipeline L.L.C. to begin making interest payments at the non-default contract rate under the General Electric Capital Corporation credit facility, on a monthly basis, to the extent that White Cliff's net cash flow is sufficient to service interest on the GECC Credit Facility. SemCrude Pipeline will cause White Cliffs to provide the funds for the interest payments in the form of monthly dividends. White Cliffs will not repay the loan until all obligations under the GECC Credit Facility are fully satisfied, the Court ruled. As reported by the Troubled Company Reporter on May 19, 2009, Debtor SemCrude L.P., through Debtor SemCrude Pipeline L.L.C., owns a 99.17% interest in White Cliffs Pipeline, L.L.C., who as of the Petition Date was constructing a 12-inch crude oil pipeline running from Platteville, Colorado, to SemCrude LP's terminal near Cushing, Oklahoma. SemCrude LP, also as of the Petition Date, was constructing a trucking unloading facility near Platteville, Colorado, adjacent to the pipeline. As of the Petition Date, SemCrude Pipeline borrowed from General Electric Capital Corporation, as administrative agent for a group of lenders, $60 million in a revolving credit facility and a $60 million term loan facility, pursuant to a Credit Agreement dated June 17, 2008, to fund the construction of the White Cliffs Pipeline. The funds are channeled through SemCrude Pipeline's construction-in-progress account. In connection with the GECC Credit Facility, SemCrude LP pledged, collaterally assigned, and granted GECC, pursuant to a Security Agreement dated June 17, 2008, a continuing security interest in SemCrude LP's then owned and thereafter acquired right, and interest in all or substantially all of its personal property. In addition, pursuant to a Pledged Account Agreement dated June 17, 2008, and executed in connection with the GECC Credit Facility, about $3.5 million of the amount borrowed under the GECC Credit Facility is being held in a SemCrude Pipeline account pledged to GECC as interest reserves. The final order authorizing the Debtors to incur postpetition secured financing provided for the sale of the Debtors' equity interest in White Cliffs no later than October 15, 2008. The Debtors, however, did not receive qualifying bids after a review of bids received from third parties. This necessitated for the Debtors to continue funding the White Cliffs Pipeline Construction, which, according to the Debtors, is near completion. The construction-in-process account, the Debtors relate, will be closed once the construction is complete, after which the Debtors will directly fund the operations costs incurred from January 1, 2009, until the White Cliffs Pipeline earns sufficient revenue to defray its operations cost. GECC is amenable to allowing SemCrude Pipeline to use up to $1 million from the reserves fund for this purpose, the Debtors tell the Court. White Cliffs will repay its loan when all obligations under the GECC Credit Facility are paid, the Debtors add. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SMART-TEK SOLUTIONS: Appoints Brian Bonar to Board of Directors --------------------------------------------------------------- Smart-tek Solutions Inc. disclosed in a filing with the Securities and Exchange Commission that Brian Bonar was appointed to its board of directors. Mr. Bonar has over 18 years of experience with IBM in Europe, Asia and the USA and an additional 20 years in high growth companies both private and public in various locations in the USA and the United Kingdom. From 2003 until 2006, Mr. Bonar was the chairman and CEO of The Solvis Group, which provides staffing, PEO and ASO services to mainly the medical and call center market segments. From 2004 until 2009, Mr. Bonar was the chairman and CEO of Dalrada Financial Corporation, a California based financial service corporation providing workers compensation, health insurance and various other insurance products directly to the end consumer and marketed via various PEO and staffing companies. From September 2007 until 2009, Mr. Bonar was the president and a member of the board of directors of Allegiant Professional, a publicly traded company. Also from September 2007 until 2009, Mr. Bonar founded AMS Outsourcing, a PEO focusing mainly in the transport market place and also established an international presence in the Czech Republic and Mexico. From 2004 to 2009, he was a member of the board of directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine LLC, Alliance National Insurance Company and The Boys and Girls Club of Greater San Diego. Mr. Bonar holds the Honorary title, Lord Bonar of Wilcrick, Cardiff, Wales United Kingdom. He received a BSC in Mechanical Engineering from the Strathclyde University, Glasgow Scotland and a MBA and a PHD in the field of International Business Development Studies from the Stafford University, England UK. About Smart-tek Solutions Based in Reno, Nevada, Smart-tek Solutions, Inc. (OTC BB: STTK) -- http://www.smart-teksolutions.com/-- through its subsidiary, Smart-tek Communications Inc., engages in the design, sale, installation, and service of electronic hardware and software products in Canada. Smart-tek Solutions' balance sheet at March 31, 2009, showed total assets of $1,483,782 and total liabilities of $2,260,931, resulting in a stockholders' deficit of $777,149. SOUTHERN STATES: Consent Solicitation Won't Move S&P's 'B+' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that Southern States Cooperative Inc.'s (B+/Stable/--) successful completion of its consent solicitation to extend the maturity of its senior unsecured notes to Nov. 1, 2011, from Nov. 1, 2010, has no immediate effect on the ratings and outlook. The company received 94% consent from bondholders who received a consent fee for agreeing to the extension with all other terms under the indenture remaining the same. S&P expects that with the extension of these notes, the maturity of the company's $300 million bank facility (unrated) will also be extended to May 1, 2011, from May 1, 2010. As a result, S&P expects Southern States will maintain adequate credit protection measures and liquidity for the rating over the near term. SPANSION INC: Samsung Wants Stay Lifted; June 23 Hearing Set ------------------------------------------------------------ A flash-technology patent spat between bankrupt Spansion Inc. and Samsung Electronics Co. Ltd. is back on, a week after a judge tossed a proposed $70 million settlement between the two companies, Bankruptcy Law360 reports. On Monday, Samsung filed a motion with the U.S. Bankruptcy Court for the District of Delaware for entry of an order granting it relief from the automatic stay with respect to the patent litigation. The hearing on the motion is scheduled for June 23, 2009, at 2:00 p.m. Objections are due by June 16, 2009. As reported in the Troubled Company Reporter on June 8, 2009, the Bankruptcy Court denied Spansion's motion for authorization to enter into a settlement of litigation with, and license of intellectual property to, Samsung. As reported in the Troubled Company Reporter on May 27, 2009, the Ad Hoc Consortium of Floating Rate Noteholders balked at a $70 million settlement agreement between Spansion and Samsung. The group related that while it continues to review the adequacy of the proposed agreement between the Debtors and Samsung, the group firmly believes that the structural problems with the Agreement render it not in the paramount interest of creditors, as required by law, and thus should not be approved by the Court. In November 2008, Spansion filed a patent infringement complaint against Samsung with the International Trade Commission. The complaint sought the exclusion form the United States market of more than 100 million mp3 players, cell phones, digital cameras and other consumer electronic devices containing Samsung's flash memory components. The Debtors alleged in the ITC Action that those components infringe on four of their patents relating to "floating gate" technology. Simultaneously with the ITC Action, the Debtors filed a patent infringement lawsuit against Samsung in the Bankruptcy Court, seeking both an injunction and damages for alleged violations relating to Samsung Flash Memory. Samsung filed counter-claims in the Delaware Action, alleging that the Debtors are infringing five Samsung patents and seeking injunction and damages for the alleged violations. In addition, Samsung filed a patent infringement action against the Debtors' Japanese subsidiary, Spansion Japan Limited, seeking an injunction against Spansion Japan from manufacturing and selling certain products that allegedly infringe on Samsung's intellectual property as well as the destruction of all those products. About Spansion Inc. 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. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had $10 million to $50 million in assets and $50 million to $100 million in debts. STH 6,8: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7 ---------------------------------------------------------------- Ilene J. Lashinsky, the United States Trustee for the District of Arizona, has moved for the conversion or dismissal of STH 6, 8, 10, 11 13, Inc.'s bankruptcy case pursuant to Section 1112(b) of the Bankruptcy Code. The U.S. Trustee said that the Debtor has not filed any operating report and has failed to pay quarterly fees for the first quarter of 2009. Section 1112(b)(1) provides that absent unusual circumstances specifically identified by the court that establish that the requested conversion or dismissal is not in the best interests of creditors and the estate, the court shall convert a case under Chapter 11 to Chapter 7 or dismiss it, whichever is in the best interests of creditors and the estate, if the movant establishes "cause." "Cause" is defined by Section 1112(b)(4) of the Bankruptcy Code to include, inter alia, unexcused failure to satisfy timely any filing or reporting requirement established by this title or by any rule applicable to a case under this title and failure to pay any fees or charges required under chapter 123 of title 28 [of the U.S. Code]. Scottsdale, Arizona, STH 6, 8, 10, 11, 13, Inc. and its affiliates filed separate chapter 11 petitions on various dates (Lead Case No. 08-10479). The cases are jointly administered before Chief Judge Redfield T. Baum, Sr. STH 6, 8, 10, 11, 13, Inc. is represented by Deconcini McDonald Yetwin & Lacy, P.C. The United States Trustee has indicated that it has been unable to appoint an official committee of unsecured creditors in the bankruptcy cases. In its petition, STH 6, 8, 10, 11, 13, Inc. listed assets and debts tbetween $10,000,000 and $50,000,000 each. SUNSTATE EQUIPMENT: Moody's Cuts Corp. Family Rating to 'Caa2' -------------------------------------------------------------- Moody's Investors Service has downgraded the corporate family and probability of default rating of Sunstate Equipment Co., LLC, to Caa2 from Caa1. The rating on Sunstate's second lien notes remains unchanged at Caa3, based on Moody's Loss Given Default methodology. The outlook remains negative. The downgrade reflects concern that Sunstate's equipment utilization rates will remain weak well into 2010 due to weakness in several of the company's Southwestern U.S. construction markets while declining used equipment values have diminished the value of collateral supporting the company's debts. Moreover, a covenant breach could occur under Sunstate's asset-based revolving credit facility as used equipment price declines could reduce the facility's eligible borrowing base to levels that activate challenging financial ratio covenant tests. The Caa2 corporate family rating acknowledges that Sunstate's established market position, its deep cost cuts in 2009, and its presently minimal capital spending level may help the company weather the period of declining construction activity underway. The negative outlook reflects the expectation that U.S non- residential construction activity will decline well into 2010, with potential for a covenant breach remaining elevated. The potential for a covenant breach stems from Moody's view that used equipment prices should not materially improve near-term, and concern that ability to comply with covenant tests should be low if those tests become active -- under the company's first lien asset-based revolving credit facility, minimum EBITDA and a maximum leverage tests spring when availability declines below $25 million, as defined. As of March 31, 2009, Sunstate possessed $48 million of revolver borrowing availability. Ratings affirmed: -- $108 million 10.5% second lien notes due 2013, Caa3, LGD 5, to 81% from 83% Moody's last rating action occurred January 21, 2009, when Sunstate's corporate family rating was downgraded to Caa1 from B2. Sunstate Equipment Co. LLC, headquartered in Phoenix, Arizona, is a regional equipment supplier with 55 branches predominately in the Southwestern U.S. As of March 31, 2009 original rental fleet equipment cost was $372 million and last twelve months revenues were $211 million. TENNECO: Fitch Keeps 'B' Issuer Default Rating on Negative Watch ---------------------------------------------------------------- Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. TERREMARK WORLDWIDE: Moody's Puts 'B2' Rating on $400 Mil. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Terremark Worldwide, Inc.'s proposed $400 million (gross proceeds) senior secured note issuance. The company will use the note issuance proceeds largely to refinance existing debt and for general corporate purposes, which will include the acceleration of the build-out of its data centers. As part of the rating action, Moody's assigned a B3 corporate family rating and a B3 probability of default rating to Terremark, along with a SGL-2 liquidity rating indicating good liquidity. Terremark's B3 Corporate Family Rating reflects the company's significant industry risks, high leverage, the high capital intensity inherent in the company's business plans, and its rapid expansion as it plans to ultimately build out up to 80 thousand square feet of additional space in the US by fiscal year end 2011. Furthermore, the rating considers that Terremark's key credit metrics will remain in a state of transition through the end of its fiscal year ending in March of 2011, as during that time Moody's expect its leverage to fall from over 7.5x pro-forma for the pending financing to roughly 4.5x, mainly driven by rapidly improving EBITDA once the build-outs are complete and the company begins to generate revenues from the new leases. Finally, Terremark's rating reflects the favorable near-term trends for server hosting capacity in the US, the unique position of the company's cornerstone data center in Florida, and its growing relationship with the Federal government, which Moody's believe somewhat reduces the uncertainty of future cash flows. Terremark's SGL-2 liquidity rating indicates good liquidity. Over the 4-quarter horizon to March 31, 2010 Terremark's main source of liquidity is expected to be cash on hand, which pro-forma for the $400 million debt raise and the $20 million equity infusion from VMware would be over $150 million at the end of June 30, 2009, before any original issue discount is applied. Terremark's main use of cash over this period will be its likely cash burn of almost $100 million to support its expansion plans. The stable outlook reflects Moody's view that Terremark's financial leverage, which is likely to be quite weak initially, will improve eventually as a result of EBITDA growth, but Moody's do not expect any material change in the company's credit profile over the current rating horizon as the company focuses on its expansion plans. This is the first time that Moody's has rated Terremark. These first time ratings/assessments were assigned: Assignments: Issuer: Terremark WorldWide, Inc. -- Probability of Default Rating, Assigned B3 -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned B3 -- Senior Secured Regular Bond/Debenture, Assigned B2 LGD3 -- 42% Headquartered in Miami, Florida, Terremark is a data company which operates four domestic and five international data centers, totaling about 180,000 square feet of rentable data center space. TERREMARK WORLDWIDE: S&P Assigns 'B-' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B-' corporate credit rating to Miami-based communications company Terremark Worldwide Inc. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level and '4' recovery ratings to the company's proposed $400 million secured notes due 2017 to be issued under Rule 144A with registration rights. Proceeds will be used to refinance existing first- and second-lien bank debt, to repay convertible debt, and for general corporate purposes. Pro forma for the transaction, the company will have about $460 million of total funded debt outstanding. "The rating is dominated by the company's highly leveraged capital structure, negative free cash flow, and significant growth rate," said Standard & Poor's credit analyst Catherine Cosentino. While S&P believes that Terremark's collocation business has attractive gross profit margins and low churn, its business plan does require significant upfront capital investment to support growth through data center expansion, with resultant high leverage and net free cash flow deficits expected over the near term. "Moreover," added Ms. Cosentino, "the company's managed services business represents a material part of its current revenue base, and S&P believes that this segment, while less capital intensive than collocation, has less certain demand prospects and potential for higher churn and pricing pressures." TRAVELPORT HOLDINGS: S&P Raises Corporate Credit Rating to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its ratings on travel distributor Travelport Holdings Ltd. (the indirect parent of Travelport LLC), including the long-term corporate credit rating, to 'B-' from 'SD' (selective default). The outlook is now stable. "We also raised our issue-level rating on Travelport Holdings Ltd.'s paid-in-kind loan to 'CCC' from 'D', and the recovery rating is '6', indicating our expectation that lenders would receive negligible (0 to 10%) recovery of principal in the event of a payment default," said Standard & Poor's credit analyst Betsy R. Snyder. "These actions are based on our review of Travelport Holdings' credit profile after the repurchase of its debt," she continued. The ratings on Travelport Holdings and its indirect operating subsidiary, Travelport LLC, reflect a highly leveraged financial risk profile, limited access to capital, and the seasonal and cyclical nature of the travel industry. The ratings also reflect the company's major position in travel distribution and the strong cash flow this business typically generates, as well as modest debt maturities until a large payment is due on March 27, 2012. Travelport is a major provider of travel distribution services used by travel agents through its Galileo and Worldspan global distribution systems. S&P expects the company's loss to widen in 2009 because of reduced revenues from weak travel demand and impairment charges taken at Orbitz Worldwide Inc., in which the company holds a 48% stake. However, S&P expects revenues to recover somewhat in 2010, along with stronger demand, and then S&P expects Travelport Holdings' PIK debt to continue to constrain the company's credit metrics. S&P consolidates the PIK debt in S&P's ratios, and inclusion of the original amount of PIK debt plus accrued interest raises debt to EBITDA to more than 8x (although the company has since reduced debt somewhat through the repurchases). Still, S&P expects leverage to remain elevated, even with an anticipated recovery in earnings. If travel demand does not resume in 2010, causing the company's liquidity to become constrained, S&P would likely revise the outlook to negative. An outlook revision to positive is unlikely in the current weak economic and travel environment. TRW AUTOMOTIVE: Fitch Keeps Junk Sr. Notes Rating on WatchNeg. -------------------------------------------------------------- Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. TRW AUTOMOTIVE HOLDINGS: Fitch Keeps 'B' IDR on Negative Watch -------------------------------------------------------------- Certain U.S. auto suppliers remain on Rating Watch Negative by Fitch Ratings following the bankruptcy filings of General Motors and Chrysler. The suppliers were initially placed on Watch Negative in December 2008 because of concerns about potential bankruptcy filings by the automakers and the possible negative impact that could be felt by the supplier base. Fitch is keeping the Issuer Default Ratings on Watch Negative for most of the auto suppliers due to several key concerns, including the auto suppliers' ability to adjust to lower vehicle sales volumes on a longer term basis, uncertainty regarding post-bankruptcy volumes at GM and Chrysler, the need for many auto suppliers to seek covenant relief from lenders, and reduced access to credit at a time when much of the supplier base is in need of liquidity. Liquidity is Fitch's key concern, and Fitch has published an updated report on the subject. Although the GM and Chrysler bankruptcy filings are progressing better than Fitch had anticipated, risks to production and sales volumes through 2009 remain. Among these are the risks of second- and third-tier supplier disruptions and liquidations, consumer purchasing behavior, parts and service issues, dealer financing and restructuring of the dealer base, availability of retail financing capacity, and production restart risks. In the past several months the U.S. government has taken direct and indirect actions to support the automakers and suppliers. Specifically, suppliers have received liquidity support in the form of the Auto Supplier Support Program and from payments to be made or already made by GM and Chrysler as a result of debtor-in- possession financing from the U.S. government. Thus far, the effort by the government to aid liquidity has been a benefit to the suppliers, though not all suppliers have been able to withstand the changes to the global automotive industry. Illustrating the situation, Hayes-Lemmerz International Inc., Visteon Corp., and Metaldyne Corp. filed bankruptcy petitions in May 2009. On June 1, 2009 Lear Corporation missed a $38 million interest payment and will talk with lenders about debt restructuring during its 30-day grace period. Ratings that remain on Watch Negative are: American Axle & Manufacturing Holdings, Inc. -- IDR 'CCC'. American Axle & Manufacturing, Inc. -- IDR 'CCC'; -- Senior secured bank facility 'B-'; -- Senior unsecured notes 'C'. ArvinMeritor -- IDR 'CCC'; -- Secured 'B'; -- Senior unsecured 'CC'. Johnson Controls -- Long-term IDR 'BBB'; -- Senior unsecured credit facilities 'BBB'; -- Senior unsecured long-term debt 'BBB'; -- Short-term IDR 'F2'; -- Commercial paper 'F2'. York International Corp. -- Long-term IDR 'BBB'; -- Senior unsecured long-term debt 'BBB'. Tenneco -- IDR 'B-'; -- Senior secured bank facility 'B+'; -- Senior secured second lien notes 'CC'; -- Senior unsecured notes to 'CC'; -- Subordinated notes 'CC'. TRW Automotive Holdings Corp. -- IDR 'B'. TRW Automotive, Inc. -- IDR 'B'; -- Secured bank facility 'BB-'; -- Senior unsecured notes 'CCC'. UNUM GROUP: Moody's Affirms Senior Debt Ratings at 'Ba1' -------------------------------------------------------- Moody's Investors Service has affirmed the credit ratings of Unum Group (senior debt at Ba1), as well as the Baa1 insurance financial strength ratings of the company's U.S. life insurance subsidiaries. The rating outlook for Unum and its insurance subsidiaries is stable. Commenting on the rating affirmation, Moody's positively noted that Unum's financial leverage and earnings and cash flow coverage metrics have strengthened as GAAP and statutory earnings have improved over the past 12-18 months. On the negative side, however, the rating agency said that credit challenges facing Unum include a concentration of business in the more volatile group and individual disability lines, which can be adversely impacted during an economic recession. In the depressed economic environment, the rating agency said it is cautious about Unum's current prospects for continued organic profitability improvement. Moody's Vice President and Senior Credit Officer, Ann Perry said: "Unum's earnings have improved over the last several quarters, driven in part by a shift in the business mix in the core U.S. group disability line, by stronger underwriting and pricing discipline, and by the absence of one- time charges. However, Moody's are concerned that as unemployment rates continue to rise, potential related increases in the incidence of disability claims could reverse some of Unum's profitability gains." In addition, like other insurance groups, Unum is expected to experience increased investment losses, which totaled about $250 million (gross before realized capital gains) in 2008. Moody's also commented that Unum has a significant concentration (about 40% of bonds) in Baa-rated corporate bonds, which are exposed to rating transition risk to below investment grade levels. On a positive note, the rating agency said that Unum's earnings are not sensitive to equity market movements, the company has minimal exposure to structured securities, including mortgage backed securities, and it has a below average investment concentration in commercial mortgages. Given the long-term nature of its liabilities, liquidity at the operating company is good and holding company liquidity is sound, with ample cash available for interest payments. Also, there are no debt maturities until 2011. Moody's noted that these factors could result in an upgrade of Unum's ratings: 1) sustained consolidated NAIC RBC, of at least 300%; 2) maintaining pricing discipline and no deterioration of loss ratios (i.e., U. S. long-term disability loss ratio of not greater than 90%); 3) adjusted financial leverage remains below 25%; and 4) cash flow coverage is maintained in at least the 6 times range. According to Moody's, these factors could result in a downgrade of Unum's ratings: 1) the capital position or risk profile of the disability businesses deteriorates as a result of increased claims driven by the recessionary environment; 2) regulatory capitalization falls below 275% RBC; 3) pre-tax investment losses over $400 million are sustained or are deemed likely to occur in 2009; 4) adjusted financial leverage exceeds 35%; or 5) cash-flow coverage falls below 3 times. These ratings have been affirmed with a stable outlook: -- Unum Group: Senior unsecured debt at Ba1; -- UNUM Corporation: Senior unsecured debt at Ba1; -- Provident Companies, Inc.: Senior unsecured debt at Ba1; -- Provident Financing Trust I: Preferred stock at Ba2; -- UnumProvident Finance Company plc: Senior unsecured debt at Ba1; -- UNUM Life Insurance Company of America: Insurance financial strength at Baa1; -- First UNUM Life Insurance Company: Insurance financial strength at Baa1; -- Colonial Life & Accident Insurance Company: Insurance financial strength at Baa1; -- Provident Life and Accident Insurance Co.: Insurance financial strength at Baa1; -- Paul Revere Life Insurance Company: Insurance financial strength at Baa1; -- Paul Revere Variable Annuity Insurance Co.: Insurance financial strength at Baa1. These ratings have been assigned, with a stable outlook, to Unum's shelf registration, which replaces a recently expired shelf: -- Unum Group: Senior unsecured debt at (P)Ba1; subordinated shelf at (P)Ba2; preferred shelf at (P)Ba3; -- Unum Group Financing Trust I/II: Preferred stock at (P)Ba2. Unum Group is headquartered in Chattanooga, Tennessee. At March 31, 2009, Unum had total assets of $49.2 billion and total shareholders' equity of approximately $6 billion. Moody's last rating action on Unum Group was on February 14, 2008, when the rating agency affirmed Unum's ratings (senior debt at Ba1) and changed the outlook on Unum Group's credit ratings to stable from negative. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. VALENCE TECHNOLOGY: March 31 Balance Sheet Upside-Down by $67MM --------------------------------------------------------------- Valence Technology, Inc.'s balance sheet at March 31, 2009, showed total assets of $29.6 million and total liabilities of $96.8 million, resulting in a stockholders' deficit of $67.1 million. The Company reported a $21.2 million net loss for the year ended March 31, 2009, compared to the net loss of 19.4 million for the same period in the previous year. Liquidity and Capital Resources At March 31, 2009, the Company's principal sources of liquidity were cash and cash equivalents of $4.0 million. The Company does not expect its cash and cash equivalents to be sufficient to fund its operating and capital needs for the next three to six months months after March 31, 2009, nor does the Company anticipate product sales during fiscal 2010 will be sufficient to cover its operating expenses. Historically, the Company has relied on management's ability to periodically arrange for additional equity or debt financing to meet the Company's liquidity requirements. The Company related that it will need to arrange for additional financing within the next three to six months to fund operating and capital needs. This financing could take the form of debt or equity. Given the Company's historical operating results and the amount of existing debt, well as the other factors, the Company may not be able to arrange for debt or equity financing from third parties on favorable terms or at all. The Company's cash requirements may vary materially from those now planned because of changes in the Company's operations, including the failure to achieve expected revenues, greater than expected expenses, changes in OEM relationships, market conditions, the failure to timely realize the Company's product development goals, and other adverse developments. These events could have a negative impact on the Company's available liquidity sources during the next 12 months. A full-text copy of Valence Technolody's Form 10-K is available for free at http://ResearchArchives.com/t/s?3dbe About Valence Technology Inc. Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/ -- develops and markets the industry's commercially available, safe, large-format family of lithium phosphate rechargeable batteries. Valence holds a worldwide portfolio of issued and pending patents relating to its lithium phosphate rechargeable batteries. The company has facilities in Austin, Texas; Las Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China. Going Concern Doubt On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas, expressed substantial doubt about Valence Technology's ability to continue as a going concern after it audited the company's financial statements for the fiscal years ended March 31, 2009, 2008 and 2007. The firm pointed to the company's recurring losses from operations, negative cash flows from operations, and net stockholders' capital deficiency. VISTEON CORP: Court Limits Interim Customer Payments to $13MM ------------------------------------------------------------- Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, submitted to the U.S. Bankruptcy Court for the District of Delaware a revised interim order for Visteon Corporation and its debtor-affiliates' request to honor prepetition customer programs to reflect the Court's directive. Mr. Billion relates that at the hearing held on May 28, 2009, the Court: (a) reduced the aggregate cap associated with the maintenance and administration of the Customer Programs from $92,100,000 to $13,000,000 during the interim period; and (b) requested that the Debtors seek authority to pay up to $92,100,000, on a final basis. Accordingly, the Court revised its order and authorized the Debtors to maintain and administer the Customer Programs and to honor prepetition obligations under those Programs up to an aggregate of $13,000,000, on an interim basis. Wilmington Trust FSB, as administrative agent, on behalf of itself and several Prepetition Term Lenders, had asked the Court to disallow the Debtors' request to honor their prepetition customer programs. As reported by the Troubled Company Reporter on June 5, 2009, the Debtors maintain and administer certain customer programs, including warranty programs and various programs related to Automotive Components Holdings, LLC, an indirect, wholly owned subsidiary. The Debtors aver that the purpose of the Customer Programs is to generate goodwill, remain competitive, and ensure customer warranty satisfaction. The Debtors' Customer Programs include warranty programs, which can generally be classified into two categories: (a) Visteon provides warranties that the components and service parts supplied to Original Equipment Manufacturer customers and integrated into the OEMs' products will be, among other things, free from defects in material and workmanship. In addition to monetary damages, the Debtors' obligations under the OEM Warranties may require them to participate in a recall campaign as a result of actual or threatened regulatory or court actions and to provide financial contributions or to correct the defect by replacing the non-conforming material with conforming material at no cost to the OEM. (b) Visteon also provides standard customer limited warranties to the ultimate purchasers of its products and parts through an OEM. If one of the parts or components supplied by one of the Debtors' vendor fails, or is part of a warranty claim against the Debtors, the Debtors may have recourse against the vendor who supplied that part or component. The Debtors relate that as of May 15, 2009, their accrued balances for estimated OEM Warranty Obligations total $84,100,000 and Aftermarket Warranty Obligations total $2,800,000. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WILLIAMS PARTNERS: Fitch Downgrades Issuer Default Rating to 'BB' ----------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating and senior unsecured debt rating for Williams Partners L.P., and the co- issuer of its outstanding notes, Williams Partners Finance Corporation,: -- IDR to 'BB' from 'BB+'; -- $750 million senior unsecured debt to 'BB' from 'BB+'. The Rating Outlook is Stable. The Williams Companies, Inc. (IDR 'BBB-'; Outlook Stable) is the owner of 21.6% of WPZ's limited partnership interests and its 2% general partner interest. WMB exerts considerable control over WPZ's operations, including the level of its cash distributions, the amount and timing of acquisitions, financing practices and other matters involving the overall business strategy of the partnership. The downgrade reflects these considerations: -- The global recession and resulting drop in demand and prices for natural gas liquids has significantly reduced WPZ's profitability and has resulted in weakening credit measures and lower distributable cash flow. -- Given the current and expected pricing environment for natural gas and NGLs, 2009 operating cash flows will be materially lower than in 2008. -- If energy prices and margins remain low for a prolonged period of time, WPZ may need to reduce its common unit distributions. If that were to occur, WPZ's access to equity capital markets would be impaired. -- In a prolonged environment of low commodity prices it is possible that WPZ would breach the debt-to-EBITDA financial covenant contained in its bank credit agreement. Should WPZ breach this covenant, lenders could accelerate the maturity of borrowings under the bank facility, including WPZ's $250 million term loan due 2012. -- Constrained capital market conditions and high financing costs limit WPZ's ability to grow efficiently. Favorable considerations include these: -- WMB's significant scale of operations, its discretionary dropdown strategy and strong functional ties with WPZ provide considerable flexibility and operating and financial support for WPZ. -- WPZ has historically used conservative financing practices when buying assets. -- WPZ's near-term liquidity position is adequate. In April 2009, WMB waved its GP incentive distribution rights for 2009. The incentive distribution rights total approximately $29 million for the year. In addition, the omnibus agreement between WMB and WPZ relating to administrative services provided by WMB and the allocation of expenses has been amended to provide an additional $10 million credit to WPZ. The credit is designed to offset increased general and administrative costs anticipated for 2009, including any pension funding allocations. Supported by these actions, WPZ expects to maintain its quarterly distribution of $0.635 per LP unit in 2009. However, in WPZ's recent analyst presentations, under a hypothetical low commodity price scenario, WPZ's distribution coverage drops to 0.8 times even with the benefit of WMB's actions. While Fitch considers the close relationship and support provided by WMB positively, there are no assurances that WMB would be willing to take similar actions in future years should WPZ experience continuing operating cash flow shortfalls. * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 --------------------------------------------------------------- In Re 1901 Pennsylvania Avenue Deli LLC Bankr. D. D.C. Case No. 09-00475 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/dcb09-00475.pdf In Re Alecia Marie Bracci Bankr. N.D. N.Y. Case No. 09-61553 Chapter 11 Petition filed June 4, 2009 Filed as Pro Se In Re Anheuser Buschs Companies Inc. Bankr. N.D. Tex. Case No. 09-33574 Chapter 11 Petition filed June 4, 2009 Filed as Pro Se In Re Archie L. Ledford, D.D.S., P.C. Bankr. E.D. Tenn. Case No. 09-13402 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/etnb09-13402p.pdf In Re Asian American Broadcasting Corporation Bankr. C.D. Calif. Case No. 09-23940 Chapter 11 Petition filed June 4, 2009 Filed as Pro Se In Re Danny Lee Burroughs Bankr. D. S.C. Case No. 09-04224 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/cacb09-04224.pdf In Re Designer Denval Services, PLLC Bankr. D. Ariz. Case No. 09-12405 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/azb09-12405.pdf In Re Gary Aprahamian Bankr. D. Mass. Case No. 09-15253 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/mab09-15253.pdf In Re Get Flipped, Inc. Bankr. C.D. Calif. Case No. 09-15421 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/cacb09-15421.pdf In Re GMF Inc. Bankr. E.D. Nev. Case No. 09-20280 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/nveb09-20280.pdf In Re J.M.M., Jr. Enterprises, Inc. Bankr. D. R.I. Case No. 09-12213 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/rib09-12213.pdf In Re KKE Moon I, Inc. Bankr. D. Wash. Case No. 09-03145 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/waeb09-03145.pdf In Re Michael C. Uribe Bankr. E.D. Wash. Case No. 09-03173 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/waeb09-03173.pdf In Re O.K., Incorporated Bankr. M.D. Fla. Case No. 09-04556 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/flmb09-04556.pdf In Re Phil Busch Bankr. N.D. Tex. Case No. 09-33577 Chapter 11 Petition filed June 4, 2009 Filed as Pro Se In Re Signature Nutrition, LLC Bankr. S.D. Tex. Case No. 09-34011 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/txsb09-34011.pdf In Re Tailwinds Express Inc. Bankr. S.D. Tex. Case No. 09-34003 Chapter 11 Petition filed June 3, 2009 Filed as Pro Se In Re Tommies Northridge, Inc. (start here) Bankr. C.D. Calif. Case No. 09-16758 Chapter 11 Petition filed June 4, 2009 See http://bankrupt.com/misc/cacb09-16758p http://bankrupt.com/misc/cacb09-16758c In Re Top Coat Nails Salon, Inc. dba Top Coat Nail Salon dba Top Coat Salon and Spa 3 dba Top Coat Salon and Spa Bankr. E.D. Calif. Case No. 09-31285 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/caeb09-31285.pdf In Re Trace Homes, LLC Bankr. N.D. Miss. Case No. 09-12824 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/msnb09-12824.pdf In Re Windtree Residences, Inc. Bankr. N.D. Tex. Case No. 09-33569 Chapter 11 Petition filed June 4, 2009 Filed as Pro Se In Re Alphonso Joseph Cheponis, III Bankr. S.D. Fla. Case No. 09-21064 Chapter 11 Petition filed June 23, 2009 See http://bankrupt.com/misc/flsb09-21064.pdf In Re Barry K. Kellerman Dana M Kellerman Bankr. E.D. Ark. Case No. 09-13935 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/areb09-13935.pdf In Re Bradley G. Mooney Cynthia R. Mooney Bankr. W.D. Mich. Case No. 09-06709 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/miwb09-06709.pdf In Re Daniel Ardelean Bankr. D. Ariz. Case No. 09-12292 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/azb09-12292.pdf In Re Pyramid Stone Company, Inc. Bankr. N.D. Ga. Case No. 09-22335 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/ganb09-22335.pdf In Re Stratum Enterprises Inc Bankr. C.D. Calif. Case No. 09-22060 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/cacb09-22060.pdf In Re Superior Automotive of Uniontown, Inc. Bankr. W.D. Pa. Case No. 09-24177 Chapter 11 Petition filed June 3, 2009 See http://bankrupt.com/misc/pawb09-24177.pdf In Re American Bonding Company, Inc. Bankr. S.D. Ohio Case No. 09-56088 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/ohsb09-56088.pdf In Re Anything Wood Co., Inc. Bankr. W.D. Nev. Case No. 09-23971 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/pawb09-23971.pdf In Re Danny Joe Blakeney Bankr. S.D. Miss. Case No. 09-18439 Chapter 11 Petition filed May 22, 2009 See http://bankrupt.com/misc/mssb09-511022.pdf In Re Donald E. Deloux dba Deloux Education Bankr. D. Nev. Case No. 09-51700 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/nvb09-51700.pdf In Re Elma Collision Inc. Bankr. W.D. N.Y. Case No. 09-12453 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/nywb09-12453.pdf In Re Ernest G. Hope Bankr. N.D. Calif. Case No. 09-31430 Chapter 11 Petition filed May 27, 2009 See http://bankrupt.com/misc/camb09-31430.pdf In Re Ester Angie Brooks Stewart Bankr. S.D. Ala. Case No. 09-12478 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/alsb09-12478.pdf In Re Gordon Mabry Swoboda dba Mabry Const. Co. Bankr. S.D. Tex. Case No. 09-33693 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/txsb09-33693.pdf In Re It's New to Me, Inc. Bankr. W.D. Tex. Case No. 09-11384 Chapter 11 Petition filed May 22, 2009 See http://bankrupt.com/misc/txwb09-11384.pdf In Re James Stuart Youngblood Maxine Keller Youngblood Bankr. N.D. Ga. Case No. 09-73713 Chapter 11 Petition filed May 29, 2009 Filed as Pro Se In Re The Louisiana Beanery, LLC dba The Coffee Beanery #407 Bankr. W.D. La. Case No. 09-20397 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/lawb09-20397.pdf In Re McElmury & Lacock Bankr. W.D. Wash. Case No. 09-15268 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/wawb09-15268.pdf In Re Michael P. Rubin Bankr. C.D. Calif. Case No. 09-16493 Chapter 11 Petition filed May 29, 2009 Filed as Pro Se In Re Monell's Dining & Catering, Inc. Bankr. M.D. Tenn. Case No. 09-06040 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/tnmb09-06040.pdf In Re Pro-Athletics, Inc. dba Professional Athletics Bankr. E.D. Calif. Case No. 09-91597 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/caeb09-91597.pdf In Re RME Equipment, Inc. Bankr. S.D. Tex. Case No. 09-33677 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/txsb09-33677.pdf In Re Ronald Lewis Haase Bankr. C.D. Calif. Case No. 09-23202 Chapter 11 Petition filed May 22, 2009 See http://bankrupt.com/misc/cacb09-23202.pdf In Re Roosevelt Thomas Bankr. N.D. Calif. Case No. 09-31431 Chapter 11 Petition filed May 28, 2009 Filed as Pro Se In Re Security Response Inc. Bankr. D. Nev. Case No. 09-18946 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/nvb09-18946.pdf In Re Sheng Du Bankr. S.D. Calif. Case No. 09-14905 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/mab09-14905.pdf In Re Table 260 Downtown, Inc. Bankr. E.D. Mass. Case No. 09-30883 Chapter 11 Petition filed May 29, 2009 See http://bankrupt.com/misc/maeb09-30883.pdf In Re Thode Masonry Supply & Tool, Inc Bankr. S.D. Tex. Case No. 09-33687 Chapter 11 Petition filed May 22, 2009 See http://bankrupt.com/misc/txsb09-33687.pdf In Re Advance Disposal, Inc. Bankr. E.D. Calif. Case No. 09-91701 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/caeb09-91701.pdf In Re Athens Carpet, Inc. Bankr. D. Ariz. Case No. 09-12505 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/azb09-12505.pdf In Re Atlas International, Inc. Bankr. W.D. Mo. Case No. 09-42641 Chapter 11 Petition filed June 6, 2009 See http://bankrupt.com/misc/mowb09-42641.pdf In Re Bryant Brothers Landscaping Inc. Bankr. M.D. Fla. Case No.09-04576 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/flmb09-04576.pdf In Re Channel Properties, LC Bankr. W.D. Okla. Case No. 09-13005 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/okwb09-13005.pdf In Re Douglas Glenn Janette Glenn Bankr. D. Nev. Case No. 09-19578 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/nvb09-19578.pdf In Re Indoor Comfort Technologies, LLC Bankr. E.D. Tenn. Case No. 09-13443 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/tneb09-13443.pdf In Re Pamela Neeleman Clark Bankr. D. Ohio Case No. 09-25854 Chapter 11 Petition filed June 6, 2009 See http://bankrupt.com/misc/ohd09-25854.pdf In Re Rico's Beauty Salon & Supply Bankr. C.D. Calif. Case No. 09-22340 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/cacb09-22340 In Re Robert B. Michaelson Margaret M. Michaelson Bankr. D. N.J. Case No. 09-24620 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/njb09-24620.pdf In Re Robert S. Walsh Colleen R. Walsh Bankr. D. Mass. Case No. 09-15308 Chapter 11 Petition filed June 6, 2009 See http://bankrupt.com/misc/mab09-15308.pdf In Re Supermercado Alexander, Inc. Bankr. D. P.R. Case No. 09-04590 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/prb09-04590.pdf In Re Paola's Supermarket, Inc. Bankr. D. P.R. Case No. 09-04592 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/prb09-04592.pdf In Re William Joseph Nolan, III Martha Louise Hemphill-Nolan Bankr. W.D. N.C. Case No. 09-31456 Chapter 11 Petition filed June 5, 2009 See http://bankrupt.com/misc/ncwb09-31456.pdf In Re 494 Route 537 L.L.C. Bankr. D. N.J. Case No. 09-24737 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/njb09-24737.pdf In Re Aeolus Down Inc. Bankr. C.D. Calif. Case No. 09-22497 Chapter 11 Petition filed June 8, 2009 Filed as Pro Se In Re Anthony C. Baker, Architect & Planner, P.C. Bankr. E.D. N.Y. Case No. 09-74206 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/nyeb09-74206.pdf In Re Bible Christian Center, Inc. Bankr. E.D. Calif. Case No. 09-31558 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/caeb09-31558.pdf In Re Bobby's Bar-B-Que, Inc. dba Bobby's Bar-B-Q, Gifts & Fireworks dba Horse Creek Traditions Bankr. D. S.C. Case No. 09-04294 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/scdb09-04294.pdf In Re Bric Springfield LLC Bankr. W.D. Wis. Case No. 09-13787 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/wiwb09-13787.pdf In Re Camille Dunaway Bankr. C.D. Calif. Case No. 09-24220 Chapter 11 Petition filed June 8, 2009 Filed as Pro Se In Re Elite Tile Company, Inc. Bankr. CD. Calif. Case No. 09-16872 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/cacb09-16872.pdf In Re Foarm Following Function, Inc. Bankr. C.D. Calif. Case No. 09-12189 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/cacb09-12189.pdf In Re Jerry A. Litscher Patricia M. Cummings Bankr. W.D. Wis. Case No. 09-13801 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/wiwb09-13801.pdf In Re Jessica Curelop Miller Bankr. D. Mass. Case No. 09-15324 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/mab09-15324.pdf In Re Local Union 722 International Brotherhood of Teamsters Bankr. N.D. Ill. Case No. 09-20825 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/ilnb09-20825.pdf In Re Margaret K. Hauck Separate Property Trust Bankr. E.D. Calif. Case No. 09-31612 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/caeb09-31612.pdf In Re Michael Hoffman, Sr Bankr. E.D. N.Y. Case No. 09-74211 Chapter 11 Petition filed June 8, 2009 Filed as Pro Se In Re Nisswa Marine, Inc. Bankr. D. Minn. Case No. 09-50799 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/mnb09-50799.pdf In Re Niteowl Communication Bankr. C.D. Calif. Case No. 09-24239 Chapter 11 Petition filed June 8, 2009 Filed as Pro Se In Re Stuart Harold McNabb Pamela Rose Husch Bankr. W.D. Wash. Case No. 09-15577 Chapter 11 Petition filed June 8, 2009 See http://bankrupt.com/misc/wawb09-15577.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. 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 ***