/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090624.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 24, 2009, Vol. 13, No. 173 Headlines ALEXANDER LAURENTE: Voluntary Chapter 11 Case Summary ALLIANCE ONE: Moody's Affirms Corporate Family Rating at 'B2' ARIZANT INC: S&P Withdraws 'BB-' Corporate Credit Rating AVONDALE GATEWAY: Section 341(a) Meeting Scheduled for July 7 BALLY TOTAL: Disclosure Statement Hearing on July 15 BALLY TOTAL: Proposes to Seek Confirmation of Plan August 18 BALLY TOTAL: Financial Projections under New Ch. 11 Plan BALLY TOTAL: Risks Relating to Equity Securities Under Plan BALLY TOTAL: District Court Rejects Gaic's $10MM Recoupment Claim BEARINGPOINT INC: Keane to Buy Portions of Public Services Biz BOEGER LAND: Section 341(a) Meeting Set for July 17 in California CARAVAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors CARBIZ INC: Obtains Loan from Wells Fargo to Facilitate Star Deal CARLO ARPINO: Case Summary & 10 Largest Unsecured Creditors CELL THERAPEUTICS: Pares Debt Load by $52MM After Exchange Offer CHRYSLER LLC: Sold Defective Vehicles to Continue to Cause Woes CLARIENT INC: Stockholders Accept Amendments to Incentive Plan CLIFFS MORTGAGE: Meeting of Creditors Scheduled for July 7 CLOVERLEAF ENTERPRISES: Sees Sale Pact for Rosecroft This Week CLOVERLEAF ENTERPRISES: Section 341(a) Meeting Slated for July 13 COMMERCIAL CAPITAL: D. Rose Replaces E. Weisberg on Committee CONTECH LLC: Can Sell Shares in Contech Operating U.K. to Hicorp CONTECH LLC: Court Approves Sale of Casting Assets to Revstone CONTECH LLC: Court Extends Plan Filing Period Until July 9 CONTECH LLC: Wants to Sell North Carolina Assets to Greenseed COOPERATIVE BANKSHARES: Halts Operations, Expects to File Ch. 11 CORONA DE TUCSON: Case Summary & 7 Largest Unsecured Creditors COYOTES HOCKEY: Court Directs August Auction for Team CRESCENT RESOURCES: Seeks to Hire Weil Gotshal as Attorneys CRESCENT RESOURCES: Proposes Robinson Bradshaw as Special Counsel DELPHI CORP: Court Approves July 17 Auction for Assets DELPHI CORP: Court to Consider Plan Confirmation on July 23 DELPHI CORP: Court Sets July 15 as Admin. Claims Bar Date DELPHI CORP: Court Grants Final OK to GM Liquidity Arrangements DELPHI CORP: Inks 7th Amendment to JPMorgan Accommodation Pact DEN-MARK CONSTRUCTION: Dist. Ct. Nixes Superpriority Borrowing DENINE HAYDEN: Voluntary Chapter 11 Case Summary DHP HOLDINGS: Sale of Heating Assets to World Marketing Approved DHP HOLDINGS: Sale of Personal Property to L.B. White Approved DHP HOLDINGS: Sells Inventory to Manufacturers' Products DHP HOLDINGS: Plan Filing Period Extended to August 26 DRS BIERY & PAULETTE: Case Summary & 20 Largest Unsec. Creditors EZRI NAMVAR: Ch 11 Trustee Seeks to Put Affiliates in Ch 7 Bankr. EVERETT MARITIME: Files Schedules of Assets and Liabilities FIRST REPUBLIC: Voluntary Chapter 11 Case Summary FLEETWOOD ENTERPRISES: American Industrial Sole Bidder for Assets FONTAINEBLEAU: Lienholders Want Chapter 11 Cases Moved to Nevada FONTAINEBLEAU: Contractors Want Official Committee Formed FONTAINEBLEAU: Seeks to Pay Critical Vendor Claims FONTAINEBLEAU: Seeks Injunction Against Utility Providers FRONTIER DRILLING: Moody's Upgrades Corp. Family Rating to 'Caa1' GAINEY CORP: Files Disclosure Statement to Plan GENARO MENDOZA: Meeting of Creditors Set for July 17 in California GENERAL MOTORS: Sold Defective Vehicles to Continue to Cause Woes GOLF CLUB AT BRIDGEWATER: Impasse on Loans Caused Filing GREATER ATLANTIC: Inks Pact to Merge With MidAtlantic Bancorp GREENHUNTER BIOFUELS: WestLB AG Waives Default Until November 15 HARTMAX CORP: Gets Six Expressions of Interest HAWAIIAN TELCOM: Committee Members Permitted to Trade Claims HEIDTMAN MINING: Seeks to Access DIP Facility From R & R HEIDTMAN MINING: Wants to Hire Cox Smith as Bankruptcy Counsel HEIDTMAN MINING: Proposes Chisenhall Nestrud as Local Counsel HENDRICKS FURNITURE: Gets Interim Approval to Use $2MM BB&T Loan HENDRICKS FURNITURE: Proposes Rayburn Cooper as Bankr. Counsel HENRY DUNAY DESIGNS: Voluntary Chapter 11 Case Summary HUNTSMAN CORP: Cuts $1.7BB Settlement With Banks on Failed Merger IDEARC INC: Deregisters Unsold Shares Related to Employee Plans ION MEDIA: U.S. Trustee Appoints 4 Members to Creditors Panel IPCS INC: Moody's Affirms Corporate Family Rating at 'B3' IRVINE SENSORS: Inks $2 Million Financing Facility With Summit KB HOME: Moody's Downgrades Corporate Family Rating to 'B1' LANDMARK FBO: Moody's Downgrades Corporate Family Rating to 'Caa2' LAS VEGAS MONORAIL: Fitch Cuts Rating on Bonds to 'C' LEVEL 3: Files Revised Financials to Reflect FSP APB 14-1 LEVEL 3: Unit Inks 20-Year Service Pact with Multinational Client LEXICON UNITED: Reports $497,256 Total Deficit at March 31 MAGNACHIP SEMICONDUCTOR: Lenders Require Plan OK by Sept. 25 MAGNACHIP SEMICONDUCTOR: Proposes Pachulski Stang as Counsel MAGNACHIP SEMICONDUCTOR: Wins Court Nod for Omni as Claims Agent MANTUA LAND: Files for Chapter 11 Bankruptcy Protection MARMION INDUSTRIES: Files Form 15 to Deregister Common Stock MARY KALRA: Case Summary & 20 Largest Unsecured Creditors MDRNA INC: Regains Full Compliance With NASDAQ Marketplace Rules METROMEDIA STEAKHOUSES: To Change Name to Homestyle Dining MOMENTIVE PERFORMANCE: S&P Raises Corp. Credit Rating to 'CCC-' MORTGAGE LENDERS: All Servicing Pact Claims Subject to Recoupment MSB ENERGY: U.S. Trustee Sets Meeting of Creditors for August 3 NAVISITE INC: Regains Compliance with NASDAQ Listing Requirements NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B' OXFORD INDUSTRIES: Moody's Assigns 'B1' Rating on $150 Mil. Notes PACIFIC CAPITAL: Moody's Downgrades Issuer Rating to 'Ba1' PALACIO HOLDINGS: Voluntary Chapter 11 Case Summary PAPER INTERNATIONAL: Court Confirms Durango's Restructuring Plan PENINSULA GAMING: Purchase Deal Won't Affect Moody's 'B1' Rating PHOENIX ASSOCIATES: Meeting of Creditors Scheduled for July 17 PHOENIX ASSOCIATES: Seeks to Employ Claude Lightfoot as Counsel PHOENIX ASSOCIATES: Seeks to Tap Thomas Schafer as Atty for Suits PHOTRONICS INC: S&P Affirms 'B-' Rating; Outlook is Negative POMARE LTD: TOC Transfers Outstanding Stock to Donald Kang PREFERRED VOICE: March 31 Balance Sheet Upside-Down by $889,610 PROSPECT HOMES: U.S. Trustee Sets Meeting of Creditors for July 10 PROVIDENT ROYALTIES: Case Summary & 20 Largest Unsecured Creditors QUEBECOR WORLD: Creditors Approve U.S. and Canadian Exit Plans QUEBECOR WORLD: Ex-RR Donnelley CEO Angelson to Chair Board RAP VENTURES: Files for Chapter 11 Bankruptcy Protection RED ROOF INN: Defaults on $367 Million of Mortgage Debt SAN ANTONIO: U.S. Trustee Sets Meeting of Creditors for July 7 SEA LAUNCH: Files for Chapter 11 Bankruptcy Protection SEMANTRA INC.: Voluntary Chapter 11 Case Summary SOUTH TEXAS OIL: Regains Compliance With Nasdaq Listing Rules STATION CASINOS: Seeks to Extend Forbearance Pacts to July 17 SOLO CUP: Fitch Affirms Issuer Default Rating at 'B-' STEEL DYNAMICS: Moody's Confirms 'Ba1' Corporate Family Rating SUNG TAE KIM: Case Summary & 18 Largest Unsecured Creditors SYLVIA MARTIN: Case Summary & Largest Unsecured Creditor TRANSMERIDIAN EXPLORATION: U.S. Trustee Unable to Appoint Panel TORREYPINES THERAPEUTICS: Seek Stockholder OK on Dissolution Plan TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16 TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16 TRW AUTOMOTIVE: Moody's Holds 'Caa1' Probability of Default Rating TV DAIRY: Gets Interim Approval to Use FDIC Cash Collateral TV DAIRY: Proposes Weinman & Associates as Counsel UAL CORP: Directors Reelected; Aims to Boost Liquidity UAL CORP: Expects Revenues to Slide 18% in Second Quarter UAL CORP: Objects to 4 Claims by Government Agencies UAL CORP: EEOC Files Motion for Leave to File Amended Claim UAL CORP: Places $10 Billion Order On Smaller Aircraft UAL CORP: ALPA Seeks Delay of Approval on Immunity Alliance VEYANCE TECHNOLOGIES: Moody's Junks Corp. Family Rating From 'B3' WASHINGTON MUTUAL: Group Urges Shareholders to Act Promptly WE DID OUR PART: Case Summary & 6 Largest Unsecured Creditors WILLIAM WHALEY: Case Summary & 4 Largest Unsecured Creditors WILLIS GROUP: S&P Assigns 'BB+' Rating on Subordinated Debt * Former US Attorney for Rhode Islands Joins Burns & Levinson * Partner Jorian Rose Joins Venable Expands NY Bankruptcy Practice * US Legal 500 Recommends Berger Singerman * Ford, Chevy Lead kbb.com Share of Market Interest * Study Sees More Car Accidents by Post-Bankruptcy GM, Chrysler * Turnaround Pros Says Lid on Credit Still Tight * Upcoming Meetings, Conferences and Seminars ********* ALEXANDER LAURENTE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Alexander Quetua Laurente 27 Moonlight Court South San Francisco, CA 94080 Bankruptcy Case No.: 09-31707 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Northern District of California (San Francisco) Debtor's Counsel: Kenneth R. Graham, Esq. Law Office of Kenneth R. Graham 171 Mayhew Way #208 Pleasant Hill, CA 94523 Tel: (925) 932-0170 Email: ken@1031focus.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. Laurente. ALLIANCE ONE: Moody's Affirms Corporate Family Rating at 'B2' ------------------------------------------------------------- Moody's Investors Service affirmed all long-term and short-term ratings of Alliance One International, Inc. including the company's corporate family rating of B2 and Speculative Grade Liquidity rating of SGL-3. Moody's also assigned a Ba2 rating to the company's proposed $305 million revolving credit facility; a B2 rating to its proposed $600 million senior unsecured notes offering; and a Caa1 rating to its proposed $100 million subordinated convertible debt offering. Moody's expects to withdraw all existing debt ratings upon the successful completion of the tender offer. The outlook is stable. The affirmation of the company's long-term ratings reflects Moody's expectation that AOI's operating performance will not deviate significantly from plan including modest leverage reduction and sustained operating margin improvement. The company's intrinsic liquidity position remains adequate supported by high cash balances and sufficient cash flow from operations to cover the company's basic cash needs. "While the near term prospects for the tobacco leaf market remain healthy, AOI's ratings continue to reflect the prospect for volatility in sales and earnings over time due to its heavy commodity orientation, exposure to geopolitical and currency risk and still relatively high leverage," says Janice Hofferber Moody's Vice President and Senior Credit Officer. "Nevertheless, the extension of several key debt maturities, if completed, will enhance the company's liquidity profile." Ratings of AOI affirmed include these: -- Corporate family rating of B2 -- Probability of default rating of B2 -- $305 million senior secured revolving credit facility due 2010 at Ba2 (LGD1, 5%) -- $150 million 8-1/2% senior unsecured notes due 2012 at B2 (LGD4, 57%) -- $264 million 11% senior unsecured notes due 2012 at B2 (LGD4, 57%) -- $84 million 12-3/4% senior subordinated notes due 2012 at Caa1 (LGD6, 95%) -- Speculative Grade Liquidity rating of SGL-3 Ratings of AOI assigned include these: -- $305 million senior secured revolving credit facility due September 2012 at Ba2 (LGD1, 5%) -- $600 million senior unsecured notes due June 2016 at B2 (LGD4, 57%) -- $100 million subordinated convertible debt due June 2013 at Caa1 (LGD6, 95%) -- Outlook is stable Alliance One International, Inc., and Intabex Netherlands, B.V., are co-borrowers under the senior secured revolving credit facility. The last rating action regarding AOI was on February 20, 2009, when Moody's upgraded the company's speculative grade liquidity rating to SGL-3 from SGL-4 and affirmed the company's long-term B2 corporate family rating with a stable outlook. Headquartered in Morrisville, North Carolina, Alliance One International, Inc., is one of the world's leading tobacco merchants and processors. Its principal products include flue- cured, burley and oriental tobaccos, which are major ingredient in American -- blend cigarettes. Total revenues for the last twelve months ending March 2009 were approximately $2.3 billion. ARIZANT INC: S&P Withdraws 'BB-' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its corporate credit rating on Arizant at the company's request. Ratings List Arizant Inc. Ratings Withdrawn To From -- ---- NR BB-/Stable/-- AVONDALE GATEWAY: Section 341(a) Meeting Scheduled for July 7 ------------------------------------------------------------- The U.S. Trustee for Region 14 will convene a meeting of creditors in Avondale Gateway Center Entitlement, LLC's Chapter 11 case on July 7, 2009, at 2:00 p.m. The meeting will be held at the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Avondale Gateway Center Entitlement, LLC, filed for Chapter 11 on June 2, 2009 (Bankr. D. Ariz. Case No. 09-12153). Judge Charles G. Case II handles the case. The Debtor is represented by John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix, Arizona. At the time of the bankruptcy filing, the Debtor estimated assets and debts of $10,000,001 to $50,000,000. BALLY TOTAL: Disclosure Statement Hearing on July 15 ---------------------------------------------------- Bally Total Fitness Holding Corp. and its affiliates maintain that the Disclosure Statement accompanying their Joint Plan of Reorganization dated June 10, 2009, contains ample and adequate information to allow parties-in-interest to make informed judgments to vote on the Plan. Specifically, the Disclosure Statement sets forth: (i) the history of the Debtors, their businesses, and the significant developments in the Chapter 11 Cases; (ii) information concerning the Plan and alternatives; (iii) information for holders of Claims and Equity Interests regarding treatment of their Claims and Equity Interests under the Plan; (iv) information to assist the holders of Claims or Equity Interests that are impaired under the Plan in making an informed judgment regarding whether they should vote to accept or reject the Plan; and (v) information to assist the Court in determining whether the Plan complies with the Bankruptcy Code. Accordingly, the Disclosure Statement should be approved as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code, the Debtors aver. A hearing to consider approval of the Disclosure Statement will be held on July 15, 2009, at 10:00 a.m. Objections, if any, must be filed on July 6. A full-text copy of Bally II's Plan of Reorganization is available for free at: http://bankrupt.com/misc/BallyII_Ch11ReorgPlan.pdf A full-text copy of Bally II's Disclosure Statement is available for free at: http://bankrupt.com/misc/BallyII_DisclosureStatement.pdf About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China, and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Proposes to Seek Confirmation of Plan August 18 ------------------------------------------------------------ Bally Total Fitness Holding Corp. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to approve uniform solicitation and tabulation procedures to facilitate an efficient and expeditious solicitation process in connection with their Chapter 11 Plan of Reorganization. Specifically, the Debtors will mail "Solicitation Packages" to all known holders of claims and interests in the Voting Classes. The Package consists of: -- a Confirmation Hearing Notice of (i) the Court's approval of the Disclosure Statement, (ii) the deadline for voting on the Plan, (iii) the Confirmation Hearing date, and (iv) the deadline for filing objections to the confirmation of the Plan; -- the Plan, either by paper copy or in PDF format on a CDROM; -- the Disclosure Statement either by paper copy or in PDF format on a CDROM; -- the appropriate Ballot with a return envelope; and -- other materials as the Court may direct. Upon approval of the Disclosure Statement, the Debtors propose to mail the Solicitation Package to the Voting Classes, including the registered holders of the Debtors' debt securities as of the Record Date, as well as the holders of the Debtors' equity interests in Class 12. Requiring them to serve the Solicitation Package on all holders of claims and equity interests in the Non-Voting Classes would impose a substantial economic and resource burden on the estates, as the Solicitation Package is estimated to consist of several hundred printed pages, the Debtors point out. Accordingly, the Debtors propose to send the Non-Voting Classes a notice of non-voting status, which (i) identifies the treatment of the classes designated, (ii) sets forth the manner in which a copy of the Plan and Disclosure Statement may be obtained, and (iii) provides notice of the Confirmation Hearing and the Confirmation Objection Deadline. The Debtors ask Judge Burton Lifland to establish August 7, 2009, as the Voting Deadline. Voting Record Date Rules 3017(d) and 3018(a) of the Federal Rules of Bankruptcy Procedure provide that the Record Date is typically the date that the Court approves the Disclosure Statement. The record holders of the Debtors' securities, however, generally require advance notice to enable them to assemble ownership lists of their Securities to compile an accurate list of holders, which often cannot be prepared retroactively. Therefore, to permit solicitation of the Plan to begin promptly after approval of the Solicitation Procedures, the Debtors propose that the Court establish July 15, 2009, as the record date. The Disclosure Statement Hearing is also scheduled for July 15, 2009. Form of Ballots The ballots, which substantially conform to Official Form No. 14 but modified to address the terms of the Plan and the Classes of Claims, will be distributed to holders of claims in Classes 3, 4, 5, 6, 7, 8, 9 and 10. Specifically, the Debtors propose that Class 7 Master Ballots will be distributed to the Master Ballot Agent for Senior Note Claims under Class 7, while Class 7 Beneficial Holder Ballots will be submitted to the Master Ballot Agent to the Beneficial Owners of Senior Note Claims in the same Class. Similarly, Class 10 Master Ballots will be distributed to the Master Ballot Agent for Subordinated Note Claims in Class 10, while Class 10 Beneficial Holder Ballot will be submitted to the Master Ballot Agent to the Beneficial Owners of Subordinated Note Claims. In order to determine the record holders of claims in Classes 3, 5, and 6, the Debtors will request a list of holders, outstanding amounts and contact information from these administrative agents as of the Record Date: Voting Class Administrative Agent ------------ -------------------- Class 3 Wells Fargo Foothill, LLC Class 5 Morgan Stanley Senior Funding, Inc. Class 6 Morgan Stanley Senior Funding, Inc. All Ballots and Master Ballots will be distributed together with return envelopes addressed to the ballot tabulation center at: Bally Total Fitness Corporation Ballot Processing c/o Kurtzman Carson Consultants 2335 Alaska Avenue El Segundo, CA 90245 The Debtors ask the Court to establish August 7, 2009, as the deadline by which all Ballots and Master Ballots must actually be received by the KCC. Convenience Class Election Under the Plan, all General Unsecured Claims in Class 8 that are equal to or less than $200,000 will be reclassified as a Convenience Claim in Class 9 and receive 1.06% of their Claim in Cash rather than receive a distribution of New Bally Common Stock. Holders of a General Unsecured Claim in Class 8 in an amount greater than $200,000 may elect to reduce their Claim to $200,000 and have the Claim reclassified as a Convenience Claim. The Claim will then be reclassified as a Convenience Claim in Class 9 and holders will receive cash equal to 1.06% of $200,000 upon allowance of the Claim. To make the Convenience Class Election, claimholders must fill in the Class 8 Ballot which is included in the enclosed voting materials. A Ballot that does not accept the Convenience Class Election will be deemed an election to reject the Convenience Class Election. Tabulation Procedures Regarding general ballots, the Debtors propose, among other things, that: (1) The amount of the claim used to tabulate acceptance or rejection of the Plan will be: * the claim amount listed in the Debtors' schedule of liabilities, provided that (i) the claim is not scheduled as contingent, unliquidated, undetermined or disputed, and (ii) no proof of claim has been timely filed by the holder of the claim; * the non-contingent and liquidated amount specified in a claim timely filed, to the extent the claim is not disputed under the Plan; or * the claim amount temporarily allowed by the Court for voting purposes pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, provided that the request to temporarily allow or estimate a claim must be filed no later than July 27, 2009, with hearing to be held on August 5, 2009. (2) With respect to ballots cast by alleged creditors whose claims (i) are not listed on a Debtors' Schedules, or (ii) are listed as disputed, contingent and unliquidated, will be counted as votes in determining whether the numerosity requirement of Section 1126(c) of the Bankruptcy Code has been met, but will not be counted in determining whether the aggregate claim amount requirement has been met. (3) For purposes of the numerosity requirement of Section 1126(c), separate claims on account of the same liability held by a single creditor in a particular class will be aggregated as if the creditor held one claim against the Debtors in the Class. The votes related to the Claims will be treated as a single vote to accept or reject the Plan. (4) The Plan proposes the consolidation of the Debtors' estates for purposes of the Plan and distributions. Accordingly, creditors who filed claims against multiple Debtors on account of the same liability will be permitted to submit a single Ballot on account of a single claim against the consolidated estate. (5) Ballots that fail to indicate an acceptance or rejection of the Plan or, other than a Master Ballot, indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will be counted as a vote to accept the Plan in the full amount of the relevant claims. (6) Only Ballots that are timely received with signatures will be counted. Unsigned ballots will not be counted. (7) Ballots postmarked prior to the Voting Deadline, but received by KCC after the Voting Deadline, will not be counted. (8) Ballots that are illegible, or contain insufficient information to permit the identification of the creditor, will not be counted. (9) A Ballot may be withdrawn by delivering a written notice of withdrawal that it is actually received by KCC prior to the Voting Deadline. In order to be valid, a notice of withdrawal must (x) specify the name of the creditor who submitted the Ballot to be withdrawn, (y) contain a description of the Claim to which it relates and (z) be signed by the creditor. After the Voting Deadline, the withdrawal may be effected only with the approval of the Court. The Debtors reserve the right to contest the validity of any withdrawals of votes on the Plan. (10) In the case where more than one timely, properly completed Ballot is received with respect to the same Claim prior to the Voting Deadline, the Ballot that will be counted will be the timely, properly completed Ballot that KCC determines was the last to be received. (11) The holder of a transferred Claim is entitled to cast a Ballot on account of the transferred Claim only if (i) all actions necessary to effect the transfer of the Claim pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure have been completed, or (ii) the transferee files by July 15, 2009, documentation to evidence the transfer. Where a portion of a single Claim has been transferred, all holders of any portion of the single Claim will be treated as a single creditor and required to vote every portion of the Claim collectively to accept or reject the Plan. In the event that a group of Ballots received from the various holders of multiple portions of a single Claim partially rejects and partially accepts the Plan, the Ballots will be counted as a vote to accept the Plan in the full amount of the relevant claims. (12) Each creditor will be deemed to have voted the full amount of its Claim. (13) Unless otherwise ordered by the Court, questions as to the validity, form, eligibility, acceptance and revocation or withdrawal of Ballots will be determined by KCC and the Debtors, which determination will be final and binding. Confirmation Hearing Notice The Debtors ask the Court to set August 7, 2009, at 4:00 p.m., prevailing Eastern Time, as the deadline for filing of objections to confirmation to the Plan. The Debtors maintain that the Confirmation Objection Deadline will provide them with ample time to reply and attempt to consensually resolve any objections to the Plan before the proposed Confirmation Hearing date on August 18, 2009. The Debtors also propose to publish notice of, among other things, the Confirmation Hearing, the Confirmation Objection Deadline and the Voting Deadline on or around July 20, 2009, or not less than 25 days before the Confirmation Hearing, in the national edition of USA Today and the classified section of Chicago Tribune. The Debtors will publish the Confirmation Hearing Notice at http://kccllcc.net/bally Plan Confirmation Timeline The Debtors also ask the Court to approve these deadlines: July 20, 2009 Deadline for Publication of the Confirmation Hearing Notice July 27, 2009 Deadline to file Claims Estimation Motion August 13, 2009 Deadline for KCC to file the Tabulation Affidavit August 14, 2009 Deadline for the Debtors' Reply to Confirmation Objections The Debtors seek Judge Lifland's authority to make non-substantive changes to the Disclosure Statement, the Plan, Ballots, Master Ballots, Confirmation Hearing Notice, the Notice of Non-Voting Status and the Solicitation Procedures without further Court order, including (i) filling in missing dates and other missing information and (ii) corrections to typographical and grammatical errors. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China, and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Financial Projections under New Ch. 11 Plan -------------------------------------------------------- In line with their Joint Plan of Reorganization and accompanying Disclosure Statement filed with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009, Bally Total Fitness Holding Corporation and its 42 debtor-affiliates, are required to determine that confirmation is not likely to be followed by the liquidation or the need for further financial reorganization. Through the development of financial projections, the Debtors' management analyzed their ability to meet their obligations under the Plan and to maintain sufficient liquidity and capital resources to conduct their business subsequent to their emergence from the Chapter 11 cases. The Financial Projections were also prepared to assist holders of Allowed Claims entitled to vote on the Plan in determining whether to accept or reject the Plan. According to Bally's acting chief financial officer, William G. Fanelli, the Financial Projections estimate the Debtors' reorganization value, the fair value of their assets, and their actual liabilities as of the effective date of the Plan. The Projections were prepared in February 2009, and based, in part, on economic, competitive, and general business conditions prevailing at that time, and based on the assumption that the Effective Date of the Plan will occur on or about August 31, 2009. The Financial Projections provide that all of the Debtors' significant revenues arise from the commercial operation of 44 fitness centers in the United States as of February 28, 2009. The Debtors' three principal sources of revenue are (i) membership services, (ii) sale of products, and (iii) other revenue sources, including franchising revenue guest fees, and specialty fitness programs. The Financial Projections, Mr. Fanelli notes, cover the Fiscal Years 2009, 2010 and 2011. They provide, among other things, that interest expense for the Exit Revolver Facility, the Exit Term Loan Facility and the Swap Note are based on a forecasted London Inter-Bank Offer Rate of 1.33% held constant from 2009 to 2011. The Swap Note refers to a note with the same maturity date and interest rate as the Exit Revolver Facility, with annual principal payments to be made from excess cash flow, and secured on a pari passu basis with the Exit Revolver Facility. In the case where a minimum LIBOR rate is provided for in term sheets provided by new lenders, the minimum LIBOR rate is utilized. The interest rate on all three Facilities is assumed to be LIBOR plus 6.0%. The Financial Projections are based on the assumption that the Reorganized Debtors will not generate positive income during the Financial Projection period. Taxes paid during the projection period represent estimates of state and local taxes. A full-text copy of Bally II's Financial Projections is available for free at: http://bankrupt.com/misc/BallyII_FinancialProjections.pdf About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China, and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: Risks Relating to Equity Securities Under Plan ----------------------------------------------------------- Bally Total Fitness Holding Corp. and its affiliates' Joint Plan of Reorganization and accompanying Disclosure Statement provides that after the effective date of the Plan, the Prepetition Term Loan Holders will beneficially own approximately 94% of Reorganized Bally's outstanding New Bally Common Stock. If these holders of New Bally Common Stock were to act as a group, they would be in a position to control the outcome of all actions requiring stockholder approval, including the election of directors, without the approval of other stockholders, notes Bally Total Fitness Holding Corporation's acting chief financial officer, William G. Fanelli. This concentration of ownership could also facilitate or hinder a negotiated change of control of the Reorganized Debtors and consequently, have an impact upon the value of the New Bally Common Stock, Mr. Fanelli discloses. He adds that one or more of the holders of a significant number of shares of New Bally Common Stock may determine to sell all or a large portion of their Shares in a short period of time, which may adversely affect the market price of the New Bally Common Stock. In addition, the New Bally Common Stock will be a new issue of stock for which no trading market currently exists and will not initially be listed on any securities exchange or over-the- counter-market. There can be no assurance that an active trading market for the New Bally Common Stock will develop, he says. Accordingly, no assurance can be given that a holder of New Bally Common Stock will be able to sell the Securities in the future or as to the price at which any sale may occur. The New Bally Common Stock will be issued to prepetition creditors of the Debtors, some of whom may prefer to liquidate their investment rather than to hold it on a long-term basis, which may create an initial imbalance in the market if and when one were to develop, Mr. Fanelli relates. Prior to the Petition Date, the Debtors were not required to report financial information to the U.S. Securities and Exchange Commission, and will not be required under the Plan. Accordingly, holders of New Bally Common Stock will not be entitled to receive information concerning the results of operations and financial condition of the Reorganized Debtors, which may make it difficult for them to assess and evaluate their investment in the New Bally Common Stock. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China, and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BALLY TOTAL: District Court Rejects Gaic's $10MM Recoupment Claim ----------------------------------------------------------------- Judge Shira Scheindlin of the U.S. District Court for the Southern District of New York rejected the bid of Great American Insurance Co., to recoup more than $10 million it advanced to Bally Total Fitness Holding Corp. and its affiliates on account of their directors' and officers' coverage in financial restatement litigation, according to reports. GAIC had filed a complaint for rescission, styled Great American Insurance Company v. Bally Total Fitness Holding Corporation on August 22, 2006. Bally's D&O Policies consist of a tower of one primary and other excess insurance policies -- GAIC being the primary insurer, and RLI Insurance Company and Travelers Indemnity Company being the excess insurers providing the second and third layers of insurance coverage. GAIC, as primary insurer, paid the Debtors a total of $10 million to reimburse their D&Os for defense costs in various lawsuits and certain governmental investigations. GAIC sought a judgment against Bally in the sum of more than $10 million advanced under their agreement. In 2007, Bally filed an answer to GAIC's complaint and a counterclaim seeking a declaration that it was entitled to insurance coverage. Bally argued that, GAIC, along with RLI and Travelers Indemnity refused to honor their contractual obligations to reimburse the Debtors' additional $15 million in defense costs incurred beyond the $10 million paid by GAIC. Subsequently, Bally filed a third party complaint for insurance coverage against its excess D&O insurers, including RLI Insurance Company. All of the Insurers filed counterclaims against the Debtors and their former D&Os for rescission. About Bally Total Fitness Based in Chicago, Illinois, Bally Total Fitness Holding Corp. (Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Canada, Korea, China, and the Caribbean under the Bally Total Fitness(R), Bally Sports Clubs(R), and Sports Clubs of Canada (R) brands. Bally Total and its affiliates filed for Chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite number of votes in favor of their pre- packaged Chapter 11 plan. Joseph Furst, III, Esq., at Latham & Watkins, L.L.P., represents the Debtors in their restructuring efforts. As of June 30, 2007, the Debtors had US$408,546,205 in total assets and US$1,825,941,54627 in total liabilities. The Debtors filed their Joint Prepackaged Plan & Disclosure Statement on July 31, 2007. The Court confirmed the Plan in September 2007. The Plan was declared effective October 1, 2007. Bally Total Fitness Holding Corp. and its debtor-affiliates and subsidiaries again filed voluntary petitions under Chapter 11 on December 3, 2008 (Bankr. S.D.N.Y., Lead Case No. 08-14818). Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. As of September 30, 2008, the Company (including non-debtor affiliates) had consolidated assets totaling approximately $1.376 billion and recorded consolidated liabilities totaling approximately $1.538 billion. Bally Total Fitness Holding and its 42 debtor-affiliates delivered their Joint Plan of Reorganization and Disclosure Statement with the U.S. Bankruptcy Court for the Southern District of New York on June 10, 2009. Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings of Bally Total Fitness Holding Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000) BEARINGPOINT INC: Keane to Buy Portions of Public Services Biz -------------------------------------------------------------- Keane, Inc., has entered into an asset purchase agreement with BearingPoint, Inc., to purchase a portion of the BearingPoint Public Services business in North America, which would include BearingPoint's New York City practice. Finalization of this transaction is subject to customary closing conditions and securing approval by the court overseeing BearingPoint's bankruptcy restructuring. "This addition to our Public Sector business completely aligns with Keane's existing capabilities and the unique strength we have in both our Federal and State and Local organizations," stated Mani Subramanian, Chairman and CEO of Keane Inc. "We are enthused about the synergy of the New York City component and the City's selection of us as a vendor on the new System Integration (SI) contract. The impressive people coming from BearingPoint will be a strong compliment to our core offerings and completely align with our deep onsite knowledge and hands-on approach to delivering high value, meaningful and measureable results." Mr. Subramanian continued by saying, "We are also excited about the new clients this acquisition brings and pledge to them that we will earn their respect and the continuation of these relationships into the future." "BearingPoint's New York City practice is well respected by the clients in New York and has a reputation for doing really great work," commented Brian Mandel, Executive Vice President of Keane's Public Sector organization. "As we continue to build out our presence servicing State and Local governments, the acquisition of this key practice allows us to accelerate our growth plans by providing us the immediate ability to serve the great City of New York with extraordinary people." Pending approval and consummation of the transaction, Keane and BearingPoint are working together to help ensure a seamless transition for clients and employees, including the continuity of existing engagement teams, to provide uninterrupted, world-class IT services. Subject to customary closing conditions, the sale is expected to be finalized by the end of June. About Keane In business since 1965, Keane Inc. -- http://www.keane.com/-- based in Boston, Massachussetts, is a full-service IT services firm with roughly 12,000 employees globally. About BearingPoint Inc. BearingPoint, Inc. -- http://www.BearingPoint.com/-- is currently one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. Based in McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP - - has approximately 15,000 employees focusing on the Public Services, Commercial Services and Financial Services industries. The Company's service offerings are designed to help clients generate revenue, increase cost-effectiveness, manage regulatory compliance, integrate information and transition to "next- generation" technology. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 protection on February 18, 2009 (Bankr. S.D. N.Y., Case No. 09-10691). Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq., Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil Gotshal & Manges LLP, in New York, represent the Debtors as restructuring counsel. AlixPartners, LLP is the Debtors' restructuring advisors. Greenhill & Co., LLC is the Debtor's financial advisor & investment banker. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP, represent the Creditors' Committee as counsel. BearingPoint disclosed total assets of $1,762,689,000, and debts of $2,231,839,000 as of September 30, 2008. Contemporaneous with their bankruptcy petitions, the Debtors filed a pre-packaged Joint Plan of Reorganization under Chapter 11 to implement the terms of their agreement with the secured lenders. BearingPoint intended a traditional reorganization by proposing to issue new stock to unsecured creditors and holders of $690 million in subordinated notes, pursuant to a Chapter 11 plan. The Debtors, however, changed their course and sold off certain units. BOEGER LAND: Section 341(a) Meeting Set for July 17 in California ----------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of creditors in Boeger Land Investments LLC's Chapter 11 case on July 17, 2009, at 3:30 p.m. The meeting will be held at the Office of the U.S. Trustee, 777 Sonoma Ave. No. 116, Santa Rosa, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Gridley, California-based Boeger Land Investments LLC filed for Chapter 11 on June 8, 2009, (Bankr. N.D. Calif. Case No.: 09- 11706). The Law Offices of Paul M. Jamond represents the Debtor in its restructuring efforts. The Debtor listed $10 million to $50 million in assets and $1 million to $10 million in debts. CARAVAN TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Caravan Technologies, Inc. 3033 Bourke Detriot, MI 48238 Bankruptcy Case No.: 09-59541 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtor's Counsel: Richard F. Fellrath, Esq. 4056 Middlebury Drive Troy, MI 48085 Tel: (248) 519-5064 Fax: (248) 519-5065 Email: lawfell@wowway.com A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mieb09-59541.pdf CARBIZ INC: Obtains Loan from Wells Fargo to Facilitate Star Deal ----------------------------------------------------------------- Carbiz Inc. reports that, to effectuate the acquisition of the assets of Star Financial Services, the Company entered into a new credit facility with Wells Fargo Preferred Capital, Inc. Moreover, in connection with entering into the credit facility, the Company entered into an amendment to its senior credit facility with Dealer Services Corporation. Star Deal Carbiz USA Inc., a subsidiary of Carbiz Inc., on June 15, 2009, entered into an Asset Purchase Agreement with Star Financial Services, The Brook Family Trust, which is the principal shareholder of Star, and Malcolm S. Brook, who is the trustee of the Trust. Carbiz USA purchased substantially all of the assets of Star, which consisted primarily of a portfolio of consumer loans on used cars with an outstanding balance due of $9,738,862. The consideration paid by Carbiz USA consisted of the assumption of $8,153,665 in debt due from Star to Wells Fargo Preferred Capital, Inc., and $2,067,534 in debt due from Star to certain of its subordinated creditors, including $1,513,763 due to the Trust. So long as Carbiz USA holds any of the Consumer Notes, it will be entitled to review the collectability of the Consumer Notes on a quarterly basis beginning with the quarter ending October 31, 2009, and determine whether, pursuant to its normal charge-off policy, it should charge off in whole or in part any of the Consumer Notes. In the event that Carbiz USA charges off any amount due under a Consumer Note or in the event that it sells one or more of the Consumer Notes at a discount to the remaining balance due under such Consumer Notes, then it will be entitled to offset the amount of such charge-offs and discounts against any amount owed to Brook under the terms of the subordinated note delivered to him pursuant to the Asset Purchase Agreement, with such offset being applied against the next payment or payments due thereunder; provided however, that the charge-offs and discounts shall not exceed $1,213,763 in the aggregate; and provided further, that Brook will be entitled to a credit against any such offset for (a) sales tax credits that Carbiz USA receives with respect to the Star portfolio, and (b) amounts ultimately recovered or received by Carbiz USA under Consumer Notes which were previously charged off. If Star, the Trust or Brook have any other indemnification obligations to Carbiz USA under the Asset Purchase Agreement, then Carbiz USA may elect to offset any such amount due to it from them against any of the subordinated notes delivered to the former Star subordinated creditors, provided, however, that Carbiz USA must first offset against the subordinated note delivered to Brook until there is no further amount due thereunder before it offsets against any of the subordinated notes held by the other subordinated creditors. WF Loan Agreement All of the Company's direct and indirect subsidiaries entered into a Loan and Security Agreement, dated June 15, 2009, with Wells Fargo Preferred Capital. Wells Fargo committed to loan the Borrowers up to (i) $15,000,000 through and including December 31, 2009, (ii) $17,000,000 commencing January 1, 2010 through and including March 31, 2010 and (iii) $20,000,000 thereafter. The purpose of the credit facility is to finance receivables generated by the Company from the sales of used vehicles. The Borrowers may borrow up to 55% of the outstanding amount due under eligible receivables, as defined in the WF Loan Agreement, other than receivables acquired from Star. With respect to the receivables acquired from Star, they may borrow up to 95% of the amount outstanding under such receivables through the 60th day following the date of the WF Loan Agreement and 90% thereafter. The WF Loan Agreement is subject to certain borrowing limitations, and includes certain financial and restrictive covenants, including but not limited to covenants requiring the maintenance of minimum EBITDA and debt to equity ratios. The credit facility will terminate on June 30, 2011. Loans will bear interest at an annual rate equal to the three- month London Interbank Offered Rate plus 3.35%. An unused line fee of 0.25% per annum is charged on the unused portion of the credit facility on a monthly basis, and the Company must pay Wells Fargo an administrative fee of $1,000 per month. Amounts due to Wells Fargo under the WF Loan Agreement are secured by a security interest in all of the personal property of the Borrowers, and guaranteed by the Company under a Guaranty Agreement. The Borrowers initial draw under the WF Loan Agreement was $10,303,665, $8,153,665 of which was used to pay the indebtedness of Star to WF. Amendment of DSC Credit Facility and Issuance of Warrants to DSC All of the Company's subsidiaries that are borrowers under the Fourth Amended and Restated Loan and Security Agreement with DSC, dated February 25, 2009, entered into an amendment to the DSC Loan Agreement with DSC, which permits the Company's subsidiaries to enter into the WF Loan Agreement and grant Wells Fargo a security interest in their personal property. To obtain the consent of DSC to the WF Loan Agreement, DSC requested that the Company issue to DSC warrants to purchase an additional 30,781,800 shares of Company common stock at a purchase price of $0.08 per share at any time until June 15, 2014. The Company's board of directors approved such issuance, finding that the WF Loan Agreement was necessary for the future growth of the Company. The issuance of the warrants and the underlying common stock are exempt from registration under the Securities Act of 1933 by virtue of the private placement exemption provided in Section 4(2) of such Act. In connection with entering into the WF Loan Agreement, Wells Fargo entered into an Inter-creditor Agreement with DSC and a Subordination and Inter-creditor Agreement with Trafalgar Capital Specialized Investment Fund, Luxembourg and the Star note holders. About CarBiz Inc. CarBiz Inc. (OTC BB: CBZFF) -- http://www.carbiz.com/-- headquartered in Sarasota, Florida, operates 25 Buy-Here Pay-Here credit centers throughout the United States. The Company also provides training, consulting, performance groups and management services for dealers seeking to improve their BHPH programs. Recently, CarBiz implemented a Lease-Here Pay-Here service to help dealerships expand their product portfolios. Going Concern Doubt Aidman, Piser & company P.A., in Tampa, Florida, expressed substantial doubt about Carbiz Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended January 31, 2008. CARLO ARPINO: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Carlo Arpino 401 Highland Street Dedham, MA 02026 Bankruptcy Case No.: 09-15750 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Michael S. Kalis, Esq. 632 High Street Dedham, MA 02026 Tel: (781) 461-0030 Fax: (781) 461-4563 Email: mikalislaw@verizon.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Arpino's petition, including a list of his 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab09-15750.pdf The petition was signed by Mr. Arpino. CELL THERAPEUTICS: Pares Debt Load by $52MM After Exchange Offer ---------------------------------------------------------------- Cell Therapeutics, Inc., unveiled the final results of its separate concurrent fixed price exchange offers for any and all of the approximately $118.9 million outstanding principal amount of five series of its convertible notes. The Exchange Offers expired at 5:00 p.m., New York City time, on Tuesday, June 16, 2009. In accordance with the terms and conditions of the Exchange Offers, and based on the final count by U.S. Bank National Association, the depositary for the Exchange Offers, the Company has accepted for exchange approximately $52.9 million aggregate principal amount of the Notes for the previously announced exchange consideration of (i) $134.50 cash, and (ii) 458 shares of common stock per $1,000 principal amount of Notes validly tendered and not withdrawn in each Exchange Offer, for a total amount of exchange consideration -- excluding interest, fees and other expenses in connection with the Exchange Offers -- of approximately $7.1 million cash and approximately 24.2 million shares of common stock. The $1.9 million reduction in the final aggregate principal amount of Notes accepted for exchange compared to the preliminary aggregate principal amount of Notes tendered for exchange announced by the Company on June 17, 2009, is due to the depositary's receipt of separate notices of guaranteed delivery from two different brokers for the same Notes. As a result of the transaction, the Company will eliminate $52.9 million of debt, reduce its annual interest expense by $3.3 million, and increase its shareholder's equity by $43.7 million. In addition, the Company expects to book an estimated gain on the exchange of approximately $7.9 million. The Company has accepted for exchange these approximate principal amounts of each series of Notes: (i) $11,787,000, or 21.4%, of the $55,150,000 aggregate outstanding principal amount of 4% Convertible Senior Subordinated Notes due 2010; (ii) $12,087,000, or 52.6%, of the $23,000,000 aggregate outstanding principal amount of 5.75% Convertible Senior Notes due 2011; (iii) $5,500,000, or 78.6%, of the $7,000,000 aggregate outstanding principal amount of 6.75% Convertible Senior Notes due 2010; (iv) $23,208,000, or 69.4%, of the $33,458,000 aggregate outstanding principal amount of 7.5% Convertible Senior Notes due 2011; and (v) $335,000, or 100.0%, of the $335,000 aggregate outstanding principal amount of 9.0% Convertible Senior Notes due 2012. As of June 16, 2009, the expiration date of the Exchange Offers, approximately $118.9 million aggregate principal amount of the Notes was outstanding. Accordingly, the aggregate principal amount of Notes that the Company has accepted for exchange in the Exchange Offers represents approximately 44.5% of the outstanding principal amount of Notes as of such date. The settlement date for the Exchange Offers was scheduled for June 22, 2009. Accrued and unpaid interest to, but excluding, the settlement date on Notes accepted for exchange will be paid in cash. The financial advisor for the Exchange Offers is Piper Jaffray & Co., the information agent for the Exchange Offers is Georgeson Inc. and the depositary for the Exchange Offers is U.S. Bank National Association. About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc., (Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. At March 31, 2009, the Company's balance sheet showed total assets of $42.9 million and total liabilities of $158.9 million, resulting in a stockholders' deficit of about $116.0 million Going Concern Doubt Stonefield Josephson Inc. in Los Angeles, California, expressed substantial doubt about Cell Therapeutics' ability to continue as a going concern after auditing company's financial statements for the years ended December 31, 2008 and 2007. The auditing firm reported that the Company has substantial monetary liabilities in excess of monetary assets as of December 31, 2007, including approximately $19.8 million of convertible subordinated notes and senior subordinated notes which mature in June 2008. The Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2008. Given the above factors and the Company's inability to demonstrate its ability to satisfy the monetary liabilities raises substantial doubt about the Company's ability to continue as a going concern. CHRYSLER LLC: Sold Defective Vehicles to Continue to Cause Woes --------------------------------------------------------------- A new report predicts that defective General Motors and Chrysler vehicles sold before the bankruptcies will continue to cause deaths and injuries long after the companies emerge as new entities. Based on data provided by both automakers to the National Highway Traffic Safety Administration, more than 3,400 Americans will be injured or killed by a defective Chrysler or GM vehicle during the first year of the post-bankruptcy era. The report, "Public Safety at Risk: Bankruptcies Leave Legacy of Defects, Injuries and Deaths," also forecasts fewer recalls for vehicles built by the old companies, decreasing public safety. The report examines the consequences of a provision in the GM and Chrysler bankruptcies which allows the automakers to shed liability for the vehicles built pre-bankruptcy. While both would be responsible for launching recalls and repairing defects in their current fleet, they would not be responsible for injuries and deaths caused by those defects. This leaves thousands of individuals and families who have current claims uncompensated for injuries or deaths caused by defective vehicles. The loophole will also wipe out any future claims. The report, released by Safety Research & Strategies, finds that between the third quarter of 2003 and the fourth quarter of 2008, Chrysler fielded 3,497 death and injury claims; GM fielded 15,284. These represent an annual average of 636 and 2,779 casualties (individual deaths and injuries) respectively. With more than 40 million vehicles in the U.S. fleet, the two companies accounted for 47 percent of all claims filed against auto manufacturers during that time period. Yet, GM and Chrysler only represent 38 percent of the market share. "Combined, GM and Chrysler have a disproportionate share of the claims," said Sean Kane, president and CEO of Safety Research & Strategies, "And there is every reason to conclude that the injury and death rates will continue. But the claims will disappear and that will impact the rate of GM and Chrysler recalls and public safety in the future." From 2004 to 2008, Chrysler issued 109 recalls, affecting 11.4 million vehicles; GM launched 129 recalls, affecting 19 million vehicles. The absence of death and injury claims will likely decrease the number of recalls and remedies GM and Chrysler will conduct after the bankruptcies. "Automakers and NHTSA use death and injury data to monitor and recall defective vehicles," Mr. Kane added. "If the claims aren't filed, we lose an important defect surveillance tool. And if the companies bear no liability for deaths and injuries caused by the uncorrected defects, what incentive do they have to recall?" The report, which includes a full state-by-state breakdown of claims, finds that Texas, California, Florida, Ohio and New York lead the nation in Chrysler and GM death and injury claims. The states with the least number of claims are Washington, D.C., North Dakota, Vermont, Wyoming, and South Dakota. Safety Research & Strategies -- http://www.safetyresearch.net/ -- is a consulting and advocacy firm based in Rehoboth, MA. 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. 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). Chrysler 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 has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. 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. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. 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) CLARIENT INC: Stockholders Accept Amendments to Incentive Plan -------------------------------------------------------------- Stockholders of Clarient, Inc., approved amendments to the Company's 2007 Incentive Award Plan at the 2009 Annual Meeting of Stockholders held on June 17, 2009. The Board of Directors of Clarient adopted the amendments May 21, 2009. The amendments to the 2007 Plan increased the number of shares of the Company's common stock reserved for issuance thereunder by 1,000,000 shares, or from 7,911,181 shares to 8,911,181 shares, and increased the maximum number of shares of the Company's common stock which may be issued as incentive stock options from 4,000,000 to 5,000,000. About Clarient Inc. Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) -- http://www.clarientinc.com/-- is an advanced oncology diagnostics services company. The Company's principal customers include pathologists, oncologists, hospitals and biopharmaceutical companies. Going Concern Doubt KPMG LLP in Irvine, California -- in its audit report dated March 19, 2009 -- raised substantial doubt about the Company's ability to continue as a going concern. KPMG cited the Company's recurring losses from operations and negative cash flows from operations, and working capital and net capital deficiencies. KPMG said it is not probable that the Company can remain in compliance with the restrictive financial covenants in its bank credit facilities. At March 31, 2009, the Company had $49,981,000 in total assets; $21,278,000 in total current liabilities, $1,152,000 in Long-term capital lease obligations, and $3,861,000 in Deferred rent and other non-current liabilities. CLIFFS MORTGAGE: Meeting of Creditors Scheduled for July 7 ---------------------------------------------------------- The U.S. Trustee for Region 14 will convene a meeting of creditors in Cliffs Mortgage, L.L.C.'s Chapter 11 case on July 7, 2009, at 9:30 a.m. The meeting will be held at the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102, Phoenix, Arizona. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Phoenix, Arizona-based Cliffs Mortgage, L.L.C., filed for Chapter 11 on June 4, 2009 (Bankr. D. Ariz. Case No. 09-12371). Jerry L. Cochran, Esq., represents the Debtor in its restructuring efforts. In its petition, the Debtor disclosed as having $10 million to $50 million in assets and $1 million to $10 million in debts. CLOVERLEAF ENTERPRISES: Sees Sale Pact for Rosecroft This Week -------------------------------------------------------------- Cloverleaf Enterprises Inc. President Kelley Rogers said that he is very optimistic that a sale agreement with Greenbelt developer Mark R. Vogel for its Rosecroft Raceway can be reached this week, Liz Farmer of the Daily Record reports. The Daily Record relates that Mr. Vogel owned Rosecroft in the late 1980s and early 1990s. Cloverleaf bought Rosecroft Raceway in 1995 and since then it has been trying to sell the track four times. According to the Daily Record, Mr. Vogel would reinstate live racing at Rosecroft Raceway and would push for alternative gaming there if he succeeds in acquiring the racing track. The report quoted Mr. Vogel as saying, "We're working to get a deal structured where I'm putting up enough money so we can start live racing next year." Mr. Vogel said that he is hoping for revenue from slots to start coming in next year, the report states. Mr. Vogel, the Daily Record relates, said that he was meeting with community members on the topic and looking beyond slot machines. According to the report, Mr. Vogel said, "We'll be looking into it this summer so we will have to know by the next [General Assembly] session [in January] so we can put in for the legislation. There's no question the track cannot survive without additional gaming." "He has money he's willing to invest, a lot of energy and talent and enthusiasm. I believe he is absolutely committed to returning to live racing at Rosecroft," the Daily Record quoted Mr. Vogel as saying. Mr. Vogel is also meeting with members of the thoroughbred industry to discuss Rosecroft's simulcast agreement that lets it broadcast thoroughbred races and take bets on them, the Daily Record states. Fort Washington, Maryland-based Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness track. The Company filed for Chapter 11 bankruptcy protection on June 3, 2009 (Bankr. D. Md. Case No. 09-20056). Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP assists the Company in its restructuring efforts. The Company listed $10 million to $50 million in assets and $1 million to $10 million in debts. CLOVERLEAF ENTERPRISES: Section 341(a) Meeting Slated for July 13 ----------------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of creditors in Cloverleaf Enterprises, Inc.'s Chapter 11 case on July 13, 2009, at 10:00 a.m. The meeting will be held at the 6305 Ivy Lane, Sixth Floor, in Greenbelt, Maryland. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Baed in Fort Washington, Maryland, Cloverleaf Enterprises, Inc. -- http://www.rosecroft.com/-- dba Rosecroft Raceway operates a horse race track. The Company filed for Chapter 11 on June 3, 2009 (Bankr. D. Md. Case No. 09-20056). Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, represents the Debtor in its restructuring efforts. The Debtor listed $10 million to $50 million in assets and $1 million to $10 million in debts. COMMERCIAL CAPITAL: D. Rose Replaces E. Weisberg on Committee ------------------------------------------------------------- Charles F. McVay, the U.S. Trustee for Region 19, entered an "amended appointment" of the official committee of unsecured creditors in the Chapter 11 case of Commercial Capital, Inc. The U.S. Trustee replaced creditor Eugene J. Weisberg with creditors Denis and Jeri Rose. As amended, the present members of the Committee are: 1. Stephen J. Gillette Hunter Wise Financial Group, LLC 6506 S. Killarney Ct. Aurora, Colorado 80016 Tel: (303) 400-6140 Fax: (303) 627-0955 2. Karl Koch 17200 West Colfax LLC P.O. Box 9550 Breckenridge, Colorado 80424 Tel: (303) 332-5382 Fax: (303) 246-4881 3. Duane A. Duffy 4550 Tule Lake Drive Littleton, Colorado 80123 Tel: (303) 795-7455 Fax: (303) 795-7040 4. Michael E. Haws 14385 Braun Rd. Golden, Colorado 80401 Tel: (303) 216-1599 Fax: (303) 974-1799 5. Denis L. Rose for Denis Rose and Jeri Rose 14695 W. 48th Ave. Golden, Colorado 80403 Tel: (303) 216-0268 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Commercial Capital, Inc. Greenwood Village, Colorado-based Commercial Capital, Inc. -- http://www.commercialcapitalinc.com/-- and its affiliate, CCI Funding I, LLC, are commercial real estate lenders and investment partners engaging in short-term commercial mortgage. Commercial Capital and CCI Funding filed separate petitions for Chapter 11 on April 22, 2009, and April 24, 2009, respectively (Bankr. D. Colo. Lead Case No. 09-17238). Robert Padjen, Esq., at Laufer and Padjen LLC, assists Commercial Capital in its restructuring efforts. In its bankruptcy petition, Commercial Capital listed between $100 million and $500 million in assets, and between $50 million and $100 million in debts. CCI Funding listed between $100 million and $500 million each in assets and debts. CONTECH LLC: Can Sell Shares in Contech Operating U.K. to Hicorp ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan has approved the sale of Contech U.S., LLC, et al.'s shares in Contech Operating U.K., Ltd., to Hicorp 46 Limited pursuant to Section 363 of the Bankruptcy Code. As reported in the Troubled Company Reporter on June 3, 2009, Contech U.S., LLC, et al., asked the Bankruptcy Court to authorize the private sale of shares in Contech Operating U.K. Ltd. to HiCorp 46 Limited. The Court overruled all outstanding objections to the Debtors' proposal to sell the shares. Contech U.K., a 100% owned subsidiary of Contech LLC, is not a debtor in the Chapter 11 bankruptcy cases. HiCorp is a limited liability company registered in England and Wales formed by and comprised of the management of Contech U.K. Under the share purchase agreement, the Debtors proposed to novate to HiCorp a promissory note issued by Contech U.K. to Contech, LLC, in the principal amount of $20,000,000 dated April 16, 2007. The aggregate consideration for the shares and the novation will be (i) will be GBP2.75 million less 50% of the costs of the legal opinion regarding the capital contribution to be paid by the Company, plus (ii) the purchaser's agreement to take the Company subject to all liabilities of the Company, other than the excluded liabilities. Hicorp will be paid a GBP80,000 termination fee in the event that the seller or Contech U.K. breach the agreement and close a sale to a third party. The Debtors stated that although the shares will not be sold at a public auction, the shares have been properly exposed to the marketplace through an extensive and thorough marketing process and they believe that they will not find a better offer than that received from HiCorp. Danel M. McDermott, United States Trustee, objected to the sale. The U.S. Trustee stated that the proposed termination fee is a disguised "break-up" fee and that a break-up fee is only appropriate to compensate an unsuccessful bidder, or "stalking horse". The U.S. Trustee added that HiCorp is not a designated as a stalking horse bidder, and in fact no open auction is contemplated. Further, the proposed termination fee is an unnecessary expense of the estate, and is not a reasonable percentage of the purchase price. Headquartered in Portage, Michigan, Contech LLC -- http://www.contech-global.com/-- sells and supplies light-weight cast component for automotive OEM's and Tier I suppliers. The Company also manufactures safety steel forged automotive components and tube fabrications primarily for commercial trucks. The Company and two of its affiliates filed for Chapter 11 protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392). Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors' counsel. Robert A. Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson Fischer, P.L.C., serve as local counsel. Kurtzman Carson Consultants LLC is the claims, noticing and balloting agent for the Debtors. In its bankruptcy petition, Contech listed between $100 million and $500 million each in assets and debts. CONTECH LLC: Court Approves Sale of Casting Assets to Revstone -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan has approved the sale of Contech U.S., LLC, et al.'s casting assets to Revstone Industries, LLC. A copy of the asset purchase agreement executed by Contech and Revstone is available for free at: http://bankrupt.com/misc/Contech_Revstone_APA.pdf Revstone's designee Cerion Contech LLC will wire transfer to CIT, as agent for the DIP Lenders, the net purchase price of $13,020,625, to be applied to the Debtors' indebtedness to the DIP Lenders. In order to settle Key Equipment Finance Inc.'s objection to the motion, contemporaneously with the closing on Cerion's purchase of the assets, Cerion will purchase all of the equipment subject of a lease between Key Equipment Finance Inc. and the Debtors "as is", "where is", and will pay $400,000 to Key in immediately available funds via wire transfer. Several major customers including Ford Motor Co., Automotive Components Holdings LLC, BMW AG, and Delphi filed objections to the sale. Ford and Delphi previously said that they won't accept Revstone Industries as a replacement supplier. Judge Steven W. Rhodes also adjourned the hearing on the sale a number of times after issues arose in connection with certain assets in possession of Contech. The purchase price was originally $14 million, but was reduced due to this development. After negotiations, however, the parties signed a document under which they all agreed to the entry of an order approving the sale. The stipulation was signed by attorneys of Contech, BMW, Delphi, Revstone, the U.S. Trustee, Ford Motor, Banc of America Leasing & Capital, LLC, Key Equipment Finance Corp, CIT and the official committee of unsecured creditors. Revstone was represented by: Sheldon S. Toll, Esq. SHELDON S. TOLL PLLC 2000 Town Ctr Ste 2100 Southfield, MI 48075 Telephone: (248) 351-5480 E-mail: lawtoll@comcast.net Headquartered in Portage, Michigan, Contech LLC -- http://www.contech-global.com/-- sells and supplies light-weight cast component for automotive OEM's and Tier I suppliers. The Company also manufactures safety steel forged automotive components and tube fabrications primarily for commercial trucks. The Company and two of its affiliates filed for Chapter 11 protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392). Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors' counsel. Robert A. Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson Fischer, P.L.C., serve as local counsel. Kurtzman Carson Consultants LLC is the claims, noticing and balloting agent for the Debtors. In its bankruptcy petition, Contech listed between $100 million and $500 million each in assets and debts. CONTECH LLC: Court Extends Plan Filing Period Until July 9 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan has extended Contech U.S., LLC, et al.'s exclusive period to file a plan until July 9, 2009, and their exclusive period to solicit acceptances of that plan until September 7. This is the first extension of the Debtors' exclusive periods. As reported in the Troubled Company Reporter on June 3, 2009, the Debtors told the Court that they would like more time to discuss with the official committee of unsecured creditors both the structure and the contents of any plan before submitting it for Court approval. Headquartered in Portage, Michigan, Contech LLC -- http://www.contech-global.com/-- sells and supplies light-weight cast component for automotive OEM's and Tier I suppliers. The Company also manufactures safety steel forged automotive components and tube fabrications primarily for commercial trucks. The Company and two of its affiliates filed for Chapter 11 protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392). Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors' counsel. Robert A. Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson Fischer, P.L.C., serve as local counsel. Kurtzman Carson Consultants LLC is the claims, noticing and balloting agent for the Debtors. In its bankruptcy petition, Contech listed between $100 million and $500 million each in assets and debts. CONTECH LLC: Wants to Sell North Carolina Assets to Greenseed ------------------------------------------------------------- Contech U.S., LLC, et al., ask the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the sale of substantially all of the assets at their Albermarle, North Carolina facility, free and clear of all liens and encumbrances, to Greenseed LLC, a subsidiary of Angstrom-USA LLC. Greenseed has offered to pay $1,340,000 for the Purchased Assets. The Debtors have completed and closed the sales of the Steel Products Group assets, the Castings assets and all of the outstanding and issued shares in Contech U.K. In the period leading up to the SPG sale, the Debtors considered offers for all or part of the SPG assets before closing the sale of most of the assets of SPG, excluding the Purchased Assets, to Center Contech Acquisition, Inc., on April 15, 2009. The Debtors tell the Court that of the 17 parties that attended the presentation made by SPG's management, Greenseed was the only capable buyer. Headquartered in Portage, Michigan, Contech LLC -- http://www.contech-global.com/-- sells and supplies light-weight cast component for automotive OEM's and Tier I suppliers. The Company also manufactures safety steel forged automotive components and tube fabrications primarily for commercial trucks. The Company and two of its affiliates filed for Chapter 11 protection on January 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392). Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky & Walker, LLP, are the Debtors' counsel. Robert A. Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson Fischer, P.L.C., serve as local counsel. Kurtzman Carson Consultants LLC is the claims, noticing and balloting agent for the Debtors. In its bankruptcy petition, Contech listed between $100 million and $500 million each in assets and debts. COOPERATIVE BANKSHARES: Halts Operations, Expects to File Ch. 11 ---------------------------------------------------------------- Cooperative Bankshares has ceased operations after its banking unit was placed into receivership. Cooperative Bankshares expects to liquidate or seek bankruptcy protection. If the Company were to liquidate or seek bankruptcy protection, the Company believes that there would be no assets available to holders of the capital stock of the Company. As reported by the Troubled Company Reporter, Cooperative Bank, in Wilmington, North Carolina, was closed June 19 by the North Carolina Office of Commissioner of Banks, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First Bank, Troy, North Carolina, to assume all of the deposits of Cooperative Bank, except those from brokers. First Bank acquired substantially all banking operations and purchased most of the Bank's assets. Cooperative Bankshares received on June 22, 2009, a NASDAQ Staff Determination indicating that the Company's common stock is subject to delisting from the NASDAQ Global Market pursuant to NASDAQ Marketplace Rules 5100 and 5110(b). Pursuant to the NASDAQ Staff Determination, trading in the Company's common stock was halted by NASDAQ on June 22, 2009. The Company currently anticipates that the trading of its common stock will be suspended at the opening of business on July 1, 2009, and that the Company's common stock will subsequently be removed from listing and registration on the NASDAQ Global Market. The Company does not intend to request a hearing to appeal the NASDAQ Staff Determination. As of May 31, 2009, Cooperative Bank had total assets of $970 million and total deposits of approximately $774 million. In addition to assuming all of the deposits of the failed bank, First Bank agreed to purchase approximately $942 million of assets. The FDIC will retain the remaining assets for later disposition. About Cooperative Bank Chartered in 1898, Cooperative Bank in Wilmington, North Carolina, provides a full range of financial services through 21 offices and one loan origination office in North Carolina and three offices in South Carolina. The Bank's subsidiary, Lumina Mortgage, Inc., is a mortgage-banking firm, originating and selling residential mortgage loans through four offices in North Carolina. CORONA DE TUCSON: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Corona De Tucson Development Group, LLC 4423 N. Osage Drive Tucson, AZ 85718 Bankruptcy Case No.: 09-13920 Chapter 11 Petition Date: June 19, 2009 Court: District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Eric Slocum Sparks, Esq. eric@ericslocumsparkspc.com Eric Slocum Sparks PC 110 S. Church Avenue #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ O'Leary Construction trade debt $10,417,856 3262 E. 44th Street Tucson, AZ 85713 S.R.W.A., LLC construction fees $294,813 Land Advisors trade debt $78,000 4900 N. Scottsdale Rd. Scottsdale, AZ 85251 Presidio Engineering, Inc. trade debt $49,000 Ocotillo Preserve Devel, LLC trade debt $16,747 Westland Resources, Inc. trade debt $513 Thompson Krone, PLC legal services $400 The petition was signed by James F. Simpson. COYOTES HOCKEY: Court Directs August Auction for Team ----------------------------------------------------- Steven Church at Bloomberg News reports that the U.S. Bankruptcy Court for the District of Arizona has ruled that Phoenix Coyotes be put up for sale in early August at the first of two potential auctions. According to Bloomberg, the first auction would be open to bidders who are willing to keep Phoenix Coyotes at its current location in Glendale, a proposal supported by the National Hockey League. Bloomberg relates that other bidders like Jim Balsillie, who wants to transfer the team to Canada, would be allowed at a September auction to try to buy the team if the first auction fails to attract an acceptable offer. Bloomberg states that lawyers for the NHL said that they expect an offer from Jerry Reinsdorf, who owns the Chicago White Sox of Major League Baseball and National Basketball Association's Chicago Bulls. Mike Sunnucks at Phoenix Business Journal relates that NHL hopes to disclose by Friday an ownership bid for the Phoenix Coyotes that would keep the financially troubled team in Arizona. Business Journal quoted NHL as saying, "If not, the NHL can undertake an orderly sale of the club to a bidder that would relocate the club for the 2010-11 season." Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. As widely reported, Jim Balsillie, Research in Motion Ltd.'s co- chief executive officer, offered to buy the Phoenix Coyotes for $212 million and move the NHL team to Hamilton, Ontario, and the League balked at the relocation proposal. Mr. Balsillie was unsuccessful in 2007 when he attempted to buy and relocate the Nashville Predators, and lost a similar bid in 2006 to buy and relocate the Pittsburgh Penguins. CRESCENT RESOURCES: Seeks to Hire Weil Gotshal as Attorneys ----------------------------------------------------------- Crescent Resources LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Weil Gotshal & Manges LLP as their attorneys. The firm will: a) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b) prepare on behalf of the Debtors, as debtors-in-possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; c) take all necessary actions in connection with a Chapter 11 plan and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 cases. The firm will charge the Debtors' estates with these rates: Designation Hourly Rate ----------- ----------- Members & Counsel $675-$950 Associates $355-$630 Paraprofessionals $160-$290 To the best of the Debtors' knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Crescent Resources 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, North Carolina, Crescent Resources is a joint venture between Duke Energy and the Morgan Stanley Real Estate Funds. Established in 1969, Crescent creates mixed-use developments, award-winning country club communities, single- family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources and 120 affiliates filed separate chapter 11 petitions on June 10, 2009 (Bankr. W.D. Tex. Case No. 09-11507). The Hon. Craig A. Gargotta presides over the case. Attorneys at Weil Gotshal Manges LLP represent the Debtors in their Chapter 11 cases. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., serves as the Debtors' co-counsel. Garden City Group serves as claims and notice agent. The Debtors disclosed more than $1 billion in both assets and debts when they filed for bankruptcy. CRESCENT RESOURCES: Proposes Robinson Bradshaw as Special Counsel ----------------------------------------------------------------- Crescent Resources LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Robinson, Bradshaw & Hinson P.A. as their special counsel. The firm will: a) assist the Debtors in their efforts to gather information and provide historical, perspective needed in the Chapter 11 cases; b) represent and advise the Debtors in connection with general corporate matters; c) represent and advise the Debtors in connection with their acquisition, development, management, leasing and disposition of real property, including residential and commercial projects; d) represent and advise the Debtors in connection with on-going and future claims and litigation matters; e) represent and advise the Debtors in employment and employee benefit matters; and f) represent and advise the Debtors with respect to other non- bankruptcy matters. The firm will charge the Debtors' estates at these rates: Designation Hourly Rate ----------- ----------- Members & Counsel $320-$525 Associates $185-$305 Paraprofessionals $125-$170 To the best of the Debtors' knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Crescent Resources 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, North Carolina, Crescent Resources is a joint venture between Duke Energy and the Morgan Stanley Real Estate Funds. Established in 1969, Crescent creates mixed-use developments, award-winning country club communities, single- family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources and 120 affiliates filed separate chapter 11 petitions on June 10, 2009 (Bankr. W.D. Tex. Case No. 09-11507). The Hon. Craig A. Gargotta presides over the case. Attorneys at Weil Gotshal Manges LLP represent the Debtors in their Chapter 11 cases. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., serves as the Debtors' co-counsel. Garden City Group serves as claims and notice agent. The Debtors disclosed more than $1 billion in both assets and debts when they filed for bankruptcy. DELPHI CORP: Court Approves July 17 Auction for Assets ------------------------------------------------------ Delphi Corporation and its affiliates presented to the U.S. Bankruptcy Court for the Southern District of New York further modifications dated June 16, 2009, to their Confirmed First Amended Joint Plan of Reorganization and Disclosure Statement. The Debtors filed with the Court a supplement containing proposed modifications to their Confirmed Plan on June 1, 2009. The Court then held a hearing on June 10 to consider preliminary approval of the Supplement. Judge Robert Drain directed the Debtors to establish uniform procedures for an alternative sale of their assets to a buyer other than GM Components Holdings, LLC, an affiliate of General Motors Corporation, and Parnassus Holdings II, LLC, an affiliate of Platinum Equity Capital Partners II, L.P., pursuant to the Master Disposition Agreement. John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the Court that the June 16 Modified Plan and Disclosure Statement do not contain material changes that will impact the June 1 Modified Plan and Disclosure Statement. The Debtors instead (i) amended a specific provision of the Master Disposition Agreement, which is an exhibit to the Modified Plan; and (ii) submitted proposed procedures for alternative transactions. Non-Solicitation Section Amendment In particular, the "Non-Solicitation" section of the Master Disposition Agreement has been amended to reflect that the Debtors agree that until the earlier of (i) when the Agreement is terminated, or (ii) Closing of the Agreement, the Debtors will not, and will not knowingly permit their officers, directors, agents or affiliates to, solicit or initiate any inquiries or the making of any proposal with respect to the sale of all or any part of GM Business and Company Business or any significant portion of their consolidated assets or issued or unissued capital stock; provided, however, that nothing in the Master Disposition Agreement will prevent or restrict Delphi's Board of Directors from taking any actions, which: (i) the Board reasonably believes are required by their fiduciary duties; or (ii) are in accordance with the Modified Procedures Order. A full-text copy of the Master Disposition Agreement dated June 16, 2009, is available for free at: http://bankrupt.com/misc/Delphi_June16MasterDispositionAgr.pdf Prior to the filing of the June 16, 2009 version of the Master Disposition Agreement, the Debtors asked the Court to file under seal certain exhibits and schedules to the Agreement. They asserted that if publicly disclosed, those exhibit and scheduled could be harmful to certain parties. Alternative Transaction Procedures As directed by Judge Drain during the June 10 Hearing, the Debtors proposed certain procedures to govern sale of their assets to the extent that a Potential Bidder desires to submit to the Debtors a proposed alternative transaction to be considered by the Debtors in lieu of the Master Disposition Agreement. The salient terms of the Non-Solicited Transaction Procedures are: (1) To become a Qualified Bidder, a Potential Bidder other than Parnassus Holdings or GM Components, must deliver to the Debtors and their counsel, among others: -- an executed confidentiality agreement in form satisfactory to the Debtors; -- current audited financial statements of the Potential Bidder, or if the Potential Bidder is an entity formed to acquire Transferred Assets and Liabilities, or other financial disclosure that may be acceptable to the Debtors; and -- a preliminary proposal regarding: (i) the purchase price range, (ii) any Transferred Assets and Liabilities expected to be excluded or any Excluded Assets, (iii) the structure and financing transaction, (iv) any anticipated regulatory approvals required to close the transaction, the timeframe, and any impediments for obtaining those approvals, (v) a list of material changes to the Master Disposition Agreement proposed by the Potential Bidder, (iv) confirmation that the Potential Bidder is prepared to execute the Alternative Transaction through either the Modified Plan or an Alternative Sale, and (vii) the nature and extent of additional due diligence it may wish to conduct and confirmation that the due diligence will be completed or waived no later than July 9, 2009. (2) Any Qualified Bidder is required to submit these documents: -- a letter stating that the bidder's offer is irrevocable until two days after the closing of any Court-approved alternative transaction; -- an executed copy of the Master Disposition Agreement, together with all schedules marked to show those amendments to the Agreement and schedules that the Qualified Bidder proposes, including Purchase Price; -- an executed copy of Section 363 Implementation Agreement and related schedules to show those amendments to the Agreement that the Qualified Bidder proposes; -- to the extent that the Qualified Bidder does not propose to assume all of the Transferred Assets and Liabilities, an executed transition services and shared services agreements with GM as may be applicable; -- a $10 million good faith deposit and satisfactory evidence that the Qualified Bidder has the financial capacity to increase the Good Faith Deposit to $100 million after being named Successful Bidder; -- evidence of a binding commitment for financing, or other evidence of the bidder's ability to consummate the proposed transactions that is satisfactory to the Debtors and their advisors. (3) A Qualified Bidder must deliver the Required Transaction Documents no later than July 10, 2009, at 11:00 a.m., to Delphi's Executive Director for Restructuring, with copies furnished to (i) Skadden, Arps, Slate, Meagher & Flom LLP, (ii) Delphi's Deputy General Counsel for Transactional and Restructuring; (iii) Delphi's financial advisor, Rothschild, Inc., and (iv) counsel to the Official Committee of Unsecured Committee. (4) If the Debtors do not receive any Qualified Alternative Transactions other than the Master Disposition Agreement with GM Components and Parnassus Holdings, the Debtors will advise the Bankruptcy Court of such and will proceed under the Modification Procedures Order. The Debtors will notify GM Components and Parnassus Holdings as to whether any proposed alternative transaction constitutes as Qualified Alternative Transactions no later than July 13, 2009. (5) If the Debtors receive one or more Qualified Alternative Transactions in addition to the Master Disposition Agreement, the Debtors will conduct an auction of the "Transferred Assets and Liabilities" at 10:00 a.m. on July 17, 2009, at the offices of the Debtors' counsel. A full-text copy of the Non-Solicited Alternative Transaction Procedures is available for free at: http://bankrupt.com/misc/Delphi_NonSolicitedBidProcedures.pdf Full-text copies of the Modified Plan and Disclosure Statement dated June 16, 2009, are available for free at: http://bankrupt.com/misc/Delphi_June16ModifiedPlan.pdf http://bankrupt.com/misc/Delphi_June16DisclosureStat.pdf Court Approves Sale Procedures Judge Drain approved the Modified Disclosure Statement explaining the Modified Plan, the related modified procedures to solicit votes to accept or reject the Modified Plan, and the Non- Solicited Alternative Transaction Procedures on June 16, 2009. All objections filed with respect to the Modified Disclosure Statement to the extent not withdrawn or reflected in changes to the Supplement are deemed overruled. Judge Drain will consider approval of the Modified Plan, or an Alternative Sale Transaction pursuant to Section 363 of the Bankruptcy Code, on July 23, 2009. With respect to the Non-Solicited Alternative Transaction Procedures, Judge Drain ruled that the Debtors may seek Court approval, in recognition of a Buyer's expenditure of time, energy, and resources, of an expense reimbursement or other form of buyer protection to be paid from the proceeds of a successful alternative transaction if the Company Buyer is not the Successful Bidder. If the Court approves an expense reimbursement or other form of buyer protection, the order will become part of the Non-Solicited Alternative Transaction Procedures. To the extent any DIP Lender participates directly or indirectly as a Potential Bidder, other than to exercise its remedies under Section 363(k) of the Bankruptcy Code, the DIP Lender will be deemed to have irrevocably consented to the transactions contemplated by the Alternative Transaction Procedures and ultimately approved by the Court under the DIP Credit Agreement and applicable law, Judge Drain held. Moreover, Judge Drain directs retained professionals of the Creditors' Committee to monitor the administration of the Non- Solicitation Procedures. The Committee may advise the Court through a Section 105 chambers conference, or as the Court may permit or direct of, any material non-compliance with those procedures by any person. In order to facilitate an alternative transaction, any agreement between GM Components and Parnassus Holdings or their affiliates, GM, its affiliates and representatives will be entitled to: (i) furnish to any individual or entity (x) all exhibits, schedules and agreements under the Master Disposition Agreement and any other related agreements between GM Components and Parnassus Holdings or their affiliates, and (y) information related to the Transferred Assets and Liabilities and the transactions contemplated by the Master Disposition Agreement or by agreements between GM Components and Parnassus Holdings or their affiliates; (ii) participate in discussions or negotiations with any individual or entity; or (iii) enter into and perform under any agreement with any individual or entity related to any alternative transaction. Neither Parnassus Holdings nor its affiliates will have any claims, including for breach of the Master Disposition Agreement, any related agreement, or any agreement between GM and Parnassus, against GM, or its affiliates, arising from this action. Delphi's Statement; Stakeholders React In a public statement dated June 16, 2009, Delphi said that the alternative transaction process maintains the emergence timing contemplated under the Master Disposition Agreement. The ruling will also provide an opportunity for any unsolicited feasible transactions to be considered appropriately by Delphi's Board of Directors, the Company noted. In line with the Court's approval to the Amended and Restated GM- Delphi Arrangement, Delphi believes that the Arrangement will provide it with a fully financed runway to the July 23, 2009 Hearing. GM also commented that the June 16 Order will provide a full and final global resolution to Delphi's bankruptcy case. More importantly, GM stated that it is of critical importance that the Delphi situation be resolved as soon as possible. GM also expressed support to Judge Drain's decision to allow any party to participate in the bidding of Delphi's assets. For its part, the Creditors' Committee reiterated its opposition to the Modified Plan and Section 363 Alternative Sale as set forth in its Objection filed on June 9, 2009. The Committee noted that the Debtors have taken the position that it may not conduct discovery with respect to the Modified Plan or the Section 363 Alternative Sale until a contested matter exists. In this regard, the Committee is filing a Preliminary Objection to create a contested matter, and intends to conduct discovery of the Debtors and other parties-in-interest with respect to aspects of the Modified Plan and the Section 363 Alternative Sale. The Committee thus reserves all rights to supplement or amend the Preliminary Objection prior to the July 23, 2009 hearing. Wilmington Trust Company, as indenture trustee for the $2 billion senior notes issued by the Debtors, asserts that the Debtors' Plan Modifications Motion is not authorized by the Bankruptcy Code, and is not in the best interest of the Debtors' estates. Accordingly, Wilmington Trust is filing this preliminary objection to create a contested matter and permit it to take discovery regarding the Plan Modifications Motion. Wilmington Trust asks the Court to deny the Plan Modifications Motion. Moreover, in separate letters, 156 retirees objected to the Modified Plan between June 8 and 18, 2009. The Retirees reiterated their previous objection to the contemplated takeover of the salaried pension plan by Pension Benefit Guaranty Corporation pursuant to a PBGC Settlement in the Modified Plan. Two Retirees, Daniel P. McCarthy and J. Allen Babb, specifically object to the Master Disposition Agreement because it seeks to terminate the retention bonuses or severance payments for employees terminated prior to June 1, 2009, upon closing of the Agreement. Elliott Associates May Lead DIP Lenders' Bid, As Icahn Reconsiders Rebid In light of Delphi's opening of the sale of its assets to other prospective buyers, people familiar to the matter cite Elliot Associates as a possible lead bidder of the DIP Lender group to buy Delphi's assets through a credit bid, The New York Post reports. Elliott Associates is one of Delphi's senior noteholder and is affiliated with certain of the Tranche C DIP Lenders, who have objected to Delphi's Modified Plan. As previously reported, Kensington International Limited, Manchester Securities Corp., Springfield Associates, LLC, and certain DIP Lenders under the Tranche C Facility, objected to the Modified Plan because the Debtors proposed to strip the DIP Lenders of their statutory rights to credit bid under Section 363(k) of the Bankruptcy Code. The Tranche C DIP Lenders also disclosed that they have formed an entity known as the "DIP Lender Funding Group," which is interested in buying Delphi' assets through a credit bid. If the DIP Lenders are successful on their bid, they could roll over their debt to cover the purchase price to buy Delphi, the New York Post relates. Meanwhile, billionaire Carl Icahn is "leaning toward not putting together a bid for Delphi," an undisclosed source told the New York Post. As widely reported, Mr. Icahn was engaged in talks with Delphi before the GM-Platinum transactions were finalized on June 1, 2009, and had intended to rebid in light of Delphi's auction of assets. Delphi Books Not Open to Bidders The New York Post relates that lenders led by Elliott Associates "do not have access to [Delphi's] books, hindering their ability to make a takeover offer," quoting a person familiar with the matter. The news source cites that if the lenders, as prospective bidder for the auction of Delphi's assets, don't get their hands on the needed information, they might seek the Court's help in order to be entitled to intervene. Delphi spokesman Lindsey William disputed the reports, and maintained that the Company has closely worked with its DIP lenders and undertook efforts to make available to the lenders necessary information and significant diligence, The New York Post states. 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) DELPHI CORP: Court to Consider Plan Confirmation on July 23 ----------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York approved the modified disclosure statement explaining Delphi Corp. and its affiliates' modified plan of reorganization. The Debtors are authorized to start soliciting votes to accept or reject the Modified Plan in accordance with the procedures set forth in the December 10, 2009 Solicitation Procedures Order. Delphi Corp. and its affiliates' Modified Plan provides that in the event the Debtors are not able to implement certain transactions contemplated in the Plan, the Debtors will seek approval July 23, 2009, of a sale of substantially all their primary assets to Parnassus Holdings II LLC and GM Components Holdings LLC under a Master Disposition Agreement. Judge Drain will consider approval of the Modified Plan, as may be further amended or modified, on July 23, 2009, at 10:00 a.m. prevailing Eastern time. Deadline to file objections to the Modified Plan is on July 15, 2009, at 4:00 p.m. Judge Drain held that the Modified Disclosure Statement contains adequate information within the meaning of Section 1125(a) of the Bankruptcy Code. He held that the Disclosure Statement also complies with the requirements of Rule 3016(c) of the Federal Rules of Bankruptcy Procedure by sufficiently describing in specific and conspicuous bold language the provisions of the Joint Plan of Reorganization that provide for releases and injunctions against conduct not otherwise enjoined under the Bankruptcy Code. The Disclosure Statement also sufficiently identifies the persons and entities that are subject to those releases and injunctions, the Court added. All objections to the Disclosure Statement not otherwise withdrawn or reflected in changes to the Supplement are overruled. The Debtors are authorized to (i) make non-material changes to the Supplement and related documents, and (ii) revise the Supplement and related documents to add further disclosures concerning events occurring at or after the Preliminary Modification Hearing on June 10, 2009, before distributing it to each entity in accordance with the June 16 Order; provided, however, that the Debtors will file copies with the Court of any changed pages blacklined to show those changes. Confirmation Hearing The Debtors may file their reply in support of the Modified Plan and the Master Disposition Agreement and in support of the transactions set forth in the Master Disposition Agreement, as modified by a 363 Implementation Agreement, and file any proposed revisions to the final order approving the Modified Plan and submit a proposed form of Section 363 of the Bankruptcy Code sale order no later than July 21, 2009. In line with the Court's approval of the Modified Disclosure Statement, Judge Drain authorizes the Debtors to (i) use the existing Solicitation Procedures, and (ii) follow this Solicitation Schedule for the solicitation of votes for the Modified Plan: June 8, 2009 Voting Record Date June 20, 2009 Deadline to distribute solicitation packages June 20, 2009 Deadline to mail postpetition interest rate determination notices July 2, 2009 Plan exhibit filing deadline July 2, 2009 Rule 3018(a) motion deadline July 15, 2009 Voting deadline July 15, 2009 Plan objection deadline July 23, 2009 Confirmation hearing 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) DELPHI CORP: Court Sets July 15 as Admin. Claims Bar Date --------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York sets July 15, 2009, at 5:00 p.m. prevailing Eastern Time, as deadline for creditors to submit all administrative expense claims from the Petition Date through June 1, 2009. Any party that wishes to assert an administrative claim against Delphi Corp. and its affiliates under Section 503(b) of the Bankruptcy Code for the period from the Petition Date through June 1, 2009, must file proof of that administrative expense for the purpose of asserting an administrative expense request, including any substantial contribution claims against any of the Debtors, to: Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California 90245 Attn: Delphi Corporation, et al. Case No. 05-44481 (RDD) so as to be received no later than the Administrative Expense Bar Date. Claims may be submitted in person or by courier service, hand delivery or mail addressed to Kurtzman Carson. Any party that is required but fails to file a timely Administrative Expense Claim Form will be forever barred, estopped and enjoined from asserting that claim against the Debtors. Under their Plan Modifications Motion, the Debtors previously sought to establish July 10, 2009 as the bar date for asserting administrative claims that arose on or prior to June 1, 2009. 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) DELPHI CORP: Court Grants Final OK to GM Liquidity Arrangements --------------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York approved on June 17, 2009, on a final basis, the proposed amendments to the existing liquidity arrangement the Debtors previously entered into with General Motors Corporation, which provides for a $250 million increase of GM's total commitment of liquidity subject to certain terms and conditions. The $250 million credit facility is otherwise referred to as the "Tranche C Facility." Judge Drain authorized the Debtors, pursuant to Section 364(b) of the Bankruptcy Code, to obtain advances of up to $500 million pursuant to the Amended and Restated GM-Delphi Arrangement and pay for fees and expenses provided for by the arrangement. Milestones Under Tranche C Facility In a regulatory filing with the Securities and Exchange Commission dated June 17, 2009, Delphi Vice President and Chief Financial Officer John D. Sheehan disclosed that the Debtors' continued ability to seek advances under the $250 million credit facility or "Tranche C Commitment" is conditioned in progress in achieving the milestones contemplated by the Confirmed First Amended Joint Plan of Reorganization, as modified on June 1, 2009, including the Master Disposition Agreement, as revised on June 16, 2009, among the Debtors, GM Components Holdings, LLC, an GM, and Parnassus Holdings II, LLC. The milestones are: (a) On or after June 26, 2009, (x) there should be no stay, modification or reversal or pending appeal of the Solicitation Order dated June 16, 2009, and (y) the Solicitation Order should have become final and non- appealable. (b) On or after July 23, 2009, the Bankruptcy Court should have entered for order, in form acceptable to GM, approving the Modified Plan or the Stand-Alone Sale. (c) On or after the earlier of 10 days after entry of the Sales Transaction Order or August 3, 2009, the Sale Transactions Order should have final and non-appealable. Mr. Sheehan further said that each advance is conditioned on: (i) the absence of amendments or motions to approve those amendments to the Debtors' Amended and Restated DIP Credit Facility or the DIP Accommodation Agreement, as amended; and (ii) the absence of actions taken by DIP Lender or DIP Agent to the DIP Credit Facility to exercise any remedies under the DIP Credit Facility, except with respect to cash collateral held in cash collateral accounts as of the effective date of the Amended and Restated GM-Delphi Arrangement and giving of notices as contemplated by the Modified Plan. Mr. Sheehan pointed out that the Tranche C Commitment will terminate at the earliest of the confirmation of the Modified Plan, consummation of the Stand-Alone Sale, termination of the Modified Plan or the Stand Alone Sales, or September 30, 2009. Upon consummation of either the Modified Plan or the Stand-Alone Sales, all amounts outstanding under the Debtors' $550 million credit facility will be cancelled, he said. Upon effectiveness of the Amended and Restated GM-Delphi Arrangement, GM and certain affiliates will have: (i) allowed claims with administrative expense priority pursuant to Section 503(b)(1) of the Bankruptcy Code against the Debtors owing to GM or any applicable GM Affiliates; and (ii) all other rights under the Amended and Restated GM-Delphi Arrangement. However, (a) neither GM nor any GM Affiliates will exercise any Set-Off Right with respect to any GM Arrangement Obligations against any amounts payable by GM or any GM Affiliate to or for the credit or the account of any of the Debtors until after the DIP Termination Date. Until after the DIP Termination Date, the Debtors will not make any payment to GM or any GM Affiliates with respect to the GM-Delphi Arrangement Obligations. Judge Drain also overruled any objection to the Amended and Restated GM-Delphi Arrangement, including a letter dated June 9, 2009, filed by Ernest A. Knobelspiesse. A salaried retiree, Mr. Knobelspiesse argued that the requirement that the $250 million commitment be classified as an administrative claim for GM, takes precedent over other creditors and stakeholders, and provides GM a more advantageous negotiating position to the further detriment of the Debtors' stakeholders. 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) DELPHI CORP: Inks 7th Amendment to JPMorgan Accommodation Pact -------------------------------------------------------------- In a regulatory filing with the U.S. Securities and Exchange Commission dated June 22, 2009, Delphi Corporation disclosed its entry into a "seventh amendment" to its DIP Accommodation Agreement on June 19, 2009, with JP Morgan Chase Bank, N.A., and certain requisite lenders under a $4.35 billion DIP Credit Facility. Delphi Vice President and Chief Financial Officer John D. Sheehan notes that the salient terms of the DIP Accommodation Seventh Amendment are: (1) A Repayment Obligation will be triggered on June 23, 2009, unless on or prior to June 22, 2009, a satisfactory term sheet notice has been received by Delphi. (2) The Accommodation Period will terminate on June 24, 2009, in the event a majority of the DIP Lenders who signed the DIP Accommodation Agreement have not notified Delphi that the Term Sheet is satisfactory. (3) The DIP Accommodation Seventh Amendment also postpones until June 23, 2009, the date by which interest payments with respect to the Tranche C Term Loan must be paid; which payments under the DIP Accommodation Agreement are to be applied ratably to repayments of principal amounts outstanding under the Tranche A Facility and the Tranche B Term Loan. Mr. Sheehan relates that as of June 22, 2009, about $230 million remains outstanding under the Tranche A Facility, $311 million under the Tranche B Term Loan, and $2.75 billion under the Tranche C Term Loan pursuant to the DIP Credit Facility. The remaining provisions in the DIP Accommodation Agreement are materially unchanged, according to Mr. Sheehan. A full-text copy of the DIP Accommodation Seventh Amendment dated June 19, 2009, is available for free at: http://ResearchArchives.com/t/s?3e16 In addition, Mr. Sheehan points out that although Delphi is in compliance with the DIP Accommodation Agreement, the company's continued compliance and access to sufficient liquidity to fund its working capital requirements and operations is dependent on certain factors, including the company's compliance with the GM- Delphi Liquidity Arrangement and administrative creditors, including suppliers, continuing to provide services and goods on customary payment terms. 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) DEN-MARK CONSTRUCTION: Dist. Ct. Nixes Superpriority Borrowing -------------------------------------------------------------- WestLaw reports that a slim equity cushion of at most eleven percent and the speculative possibility of an enhancement of an existing lender's collateral if the Chapter 11 debtors were allowed to obtain postpetition financing on a superpriority basis did not qualify as adequate protection for an existing lender's security interest. A bankruptcy court clearly erred in finding to the contrary, for purpose of granting the debtors' motion for leave to grant a postpetition lender a superpriority lien. Suntrust Bank v. Den-Mark Const., Inc., ---- B.R. ----, 2009 WL 1528761 (E.D.N.C.). The Troubled Company Reporter said on June 4, 2008, that the Bankruptcy Court entered a second interim order allowing Den-Mark to use cash collateral securing obligations to Regions Bank. Den-Mark Construction executed a promissory note, dated May 16, 2005, with Regions Bank to finance the construction on lots in the Wedgefield subdivision in Johnston County, North Carolina. The note is secured by first priority deeds of trust on the Wedgefield property. The Debtor presently has contracts to sell on home in Wedgefield on June 2008, which is the subject of a pending motion for authority to sell property free and clear of liens. The proceeds generated from sales of the lot constitute cash collateral of Regions Bank. A continued hearing in the Bankruptcy Court on Den-Mark's ability to access to Regions Bank's cash collateral is scheduled for June 26, 2008, at 10:00 a.m. The Debtor has other outstanding secured loans from Four Oaks Bank, Capital Bank and First Horizon Bank. Youngsville, North Carolina-based Den-Mark Construction Inc. constructs single-family houses. It filed its Chapter 11 petition on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766); Marcus Edwards Development, LLC (08-02768); and M&D Development, LLC (08-02769). Judge Randy D. Doub presides over the case. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the Debtors in their restructuring efforts. The Debtors' schedules showed total assets of $44,810,901 and total liabilities of $34,537,937. DENINE HAYDEN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Denine L. Hayden 128 Peck Street Rehoboth, MA Bankruptcy Case No.: 09-15729 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Stephen K. Midgley, Esq. Midgley Law Associates P.O. Box 2577 Attleboro Falls, MA 02763 Tel: (508) 261-9010 Fax: (508) 261-9040 Email: midgleylaw@verizon.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when he filed his petition. The petition was signed by Mr. Hayden. DHP HOLDINGS: Sale of Heating Assets to World Marketing Approved ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved the sale of certain of DHP Holdings II Corporation, et al.'s assets to World Marketing of America, Inc. The Purchased assets consist of certain personal property and intellectual property related to the Debtors' indoor/outdoor heating business, pursuant to the Asset Purchase Agreement between World Marketing and the Debtors, dated June 11, 2009. A full-text copy of the asset purchase agreement is available for free at http://bankrupt.com/misc/DHP.WorldMarketingAPA.pdf Pursuant to the Court's order, the Debtors are authorized to sell the Purchased assets for $850,000. As reported in the Troubled Company Reporter on March 31, 2009, the Bankruptcy Court approved bid procedures for the sale of substantially all of the assets of Law & Garden Specialty Tools (Desa Tools) and Indoor and Outdoor Heating (Desa Heating), to the highest bidder at an auction. About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign non-debtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DHP HOLDINGS: Sale of Personal Property to L.B. White Approved -------------------------------------------------------------- On June 16, 2009, the U.S. Bankruptcy Court for the District of Delaware approved the sale of certain of the assets of two of DHP Holdings II Corporation, et al's business divisions, Desa Tools and Desa Heating, to L.B. White Co., Inc. The Purchased assets consist of all of the Debtors' right, title and interest in certain personal property and intangible personal property, pursuant to the Asset Purchase Agreement between L.B. White and the Debtors, dated June 15, 2009. A full-text copy of the asset purchase agreement is available for free at http://bankrupt.com/misc/DHP.LBWhiteAPA.pdf Pursuant to the Court's order, the Debtors are authorized to sell the Purchased assets for a purchase price of $75,000. About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DHP HOLDINGS: Sells Inventory to Manufacturers' Products -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved the sale of certain inventory in connection with two of DHP Holdings II Corporation, et al's business divisions, Desa Tools and Desa Heating, to Manufacturers' Products, Inc. Pursuant to the Court's order, the Debtors are authorized to sell assets, which include right, title and interest in all supplies, goods, materials, work in process, inventory and stock in trade, for a purchase price of $750,000. A full-text copy of the parties' asset purchase agreement is available for free at: http://bankrupt.com/misc/DHP.Manufacturers'ProductsAPA.pdf About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DHP HOLDINGS: Plan Filing Period Extended to August 26 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has extended DHP Holdings II Corporation, et al.'s exclusive period to file a plan until August 26, 2009, and their exclusive period to solicit acceptances thereof until October 26, 2009. This is the first extension of the Debtors' exclusive periods. In their request for an extension, the Debtors said that they needed more time to negotiate and prepare adequate information for a viable plan and disclosure statement. About DHP Holdings Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DRS BIERY & PAULETTE: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Drs Biery & Paulette PC 4100 Quarles Ct Harrisonburg, VA 22801 Bankruptcy Case No.: 09-50974 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Western District of Virginia (Harrisonburg) Judge: Chief Judge Ross W. Krumm Debtor's Counsel: David W. Earman, Esq. 57 S. Main St., Suite 206 Harrisonburg, VA 22801 Tel: (540) 434-7306 Email: davidearman@courtsq.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vawb09-50974.pdf The petition was signed by Kathryn A. Biery, president of the Company. EZRI NAMVAR: Ch 11 Trustee Seeks to Put Affiliates in Ch 7 Bankr. ----------------------------------------------------------------- Daniel Miller at Los Angeles Business Journal reports that Bradley Sharp, the trustee in the Chapter 11 bankruptcy of Ezri Namvar's Namco Capital Group Inc., filed petitions with the U.S. Bankruptcy Court for the Central District of California that put three affiliates into Chapter 7 bankruptcies. Court documents say that the three limited liability companies are: -- Dimes LLC, -- Beshmada LLC, and -- Beshmada of Delaware LLC. According to court documents, these companies hold real estate investments and in total owe $79.4 million in unsecured loans to Namco Capital. R. Todd Neilson -- the trustee in Mr. Namvar's personal bankruptcy -- and Namco Capital creditor Benjamin Efraim said that the involuntary Chapter 7 petitions were filed due to a handful of Namco Capital creditors have obtained court judgments that would let them foreclose on the interests of the three LLCs, Business Journal relates. According to the report, the bankruptcy filings will prevent what could be considered preferential payments. Court documents say that Namco Capital owes more than a half- billion dollars to 464 creditors. Ezri Namvar, Chairman, CEO, is founder and principal shareholder of Namco Capital Group, Inc., a privately held holding company for companies engaged in real estate investments and financial services. Creditors with $7.7 million in claims filed involuntary Chapter 11 petitions on December 22, 2008, against Mr. Namvar and Namco Capital (Bankr. C.D. Calif. Case No. 08-32349, and 08-32333. EVERETT MARITIME: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Everett Maritime, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities and statement of financial affairs, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $76,517,033 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,384,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $15,771,482 ----------- ------------ TOTAL $76,517,033 $22,155,482 A full text copy of the Schedules is available for free at: http://bankrupt.com/misc/everettmaritime.SAL.pdf A copy of Everett Maritime's statement of financial affairs is available at: http://bankrupt.com/misc/everett.statementoffinancialaffairs.pdf Chicago, Illinois-based Everett Maritime, LLC, filed for Chapter 11 on May 20, 2009 (Bankr. N.D. Ill. Case No. 09-18224). David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, represents the Debtor as counsel. The Debtor listed $100 million to $500 million in assets and $10 million to $50 million in debts. FIRST REPUBLIC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: First Republic Group Realty, LLC 30 East 29th Street, Suite 204 New York, NY 10016 Bankruptcy Case No.: 09-13983 Chapter 11 Petition Date: June 22, 2009 Debtor-affiliate filing separate Chapter 11 petition on March 9, 2009: Entity Case No. ------ -------- FRGR Managing Member LLC 09-11061 Court: Southern District of New York (Manhattan) Debtor's Counsel: Tracy L. Klestadt, Esq. tklestadt@klestadt.com Klestadt & Winters, LLP 292 Madison Avenue, 17th Floor New York, NY 10017-6314 Tel: (212) 972-3000 Fax: (212) 972-2245 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Mark Stern. FLEETWOOD ENTERPRISES: American Industrial Sole Bidder for Assets ----------------------------------------------------------------- Kimberly Pierceall at The Press-Enterprise reports that no other bidder has presented an offer for Fleetwood Enterprises, Inc.'s assets, resulting in American Industrial Partners' acquiring the Company for $53 million, less liabilities. According to The Press-Enterprise, the acquisition deal with American Industrial includes these assets in Decatur, Indiana: -- intellectual property, -- RV brands, -- two motor home manufacturing plants, -- two motor home service centers, and -- subsidiary Gold Shield supply. American Industrial, The Press-Enterprise relates, could shift Fleetwood's RV headquarters to Decatur. The Press-Enterprise states that American Industrial didn't purchase Fleetwood's motor home manufacturing plants in Riverside and Paxinos, or its manufactured housing division. The court will decide on Wednesday on whether to approve American Industrial's acquisition of Fleetwood, The Press-Enterprise says. Headquartered Riverside, California, Fleetwood Enterprises -- http://www.fleetwood.com/-- produces recreational vehicles and manufactured homes. Fleetwood motor home products are distributed through a nationwide network of approximately 150 dealers. The Company and 19 of its affiliates filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., at Gibson, Dunn & Crutcher LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FONTAINEBLEAU: Lienholders Want Chapter 11 Cases Moved to Nevada ---------------------------------------------------------------- Sixteen holders of mechanic's and materialsmen's liens in excess of $111,000,000 against Fontainebleau Las Vegas Holdings, LLC, and its affiliates ask Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida to transfer the Debtors' Chapter 11 cases to the U.S. Bankruptcy Court for the Southern Division of the District of Nevada. The Court will hear the motion on June 30, 2009. Philip J. Landau, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, asserts that the venue of the Debtors' cases in the Southern District of Florida is improper, and the District of Nevada is the most convenient venue, highlighting proximity to the Court, in regard to the creditors, the Debtors and the witnesses who are necessary to the administration of the estate. The lienholders are also represented by Gregory E. Garman, Esq., at Gordon Silver Ltd., in Las Vegas, Nevada. Dallin T. Wayment, Esq., at Peel Brimley, LLP, in Henderson, Nevada, acts as the lienholders' construction law counsel. In a joint statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Messrs. Landau and Garman relate that they represent these lienholders asserting claims against Fontainebleau Las Vegas Holdings, LLC, and its affiliates: Party-in-interest Claim Amount ----------------- ------------ Architectural Materials, Inc. $22,000,000 4775 W. Teco, Suite 130 Las Vegas, NV 89118 Collings Interiors 640,855 16791 Burke Lane Huntington Beach, CA 92647 Door-Ko, Inc. 961,059 2901 Made Ave. Las Vegas, NV 89102 Door & Hardware 2,332,618 Management, Inc. 4544 W. Russell Rd. #A Las Vegas, NV 89118 Eberhard/Southwest Roofing, Inc. 1,456,459 3995 W. Dewey Dr. Las Vegas, NV 89118 EIDS Steel Company, LLC 4,954,379 15 W. 256 N. Frontage Rd. Willowbrook, IL 60527 Eugenio Painting Company 4,696,172 1935 Veriener Rd. Grosse Pointe Woods, MI 48236 Gallagher-Kaiser Corporation 30,718,439 2755 Las Vegas Blvd. Las Vegas, NV 89109 Marnell Masonry, Inc. 2,049,169 5455 Polaris Ave. Las Vegas, NV 89118 Midwest Drywall Co., Inc. 8,116,932 4029 S. Industrial Las Vegas, NV 8910 Midwest Pro Painting, Inc. 1,777,049 5008 Cecile Ave. Las Vegas, NV 89115 Mechanical Insulation 122,935 Specialists (MIS) 2910 Brooks Park Dr. North Las Vegas, NV 89030 Modernfold of Nevada, LLC 1,000,000 215 West New Road Greenfield, IN 46140 Southern Nevada Paving, Inc. 3,160,674 3101 East Craig Rd. N. Las Vegas, NV 89030 Universal Piping, Inc. 3,496,538 6120 N. Hollywood, #101 Las Vegas, NV 89115 West Edna & Associates, - dba Mojave Electric 3755 West Hacienda Avenue Las Vegas, NV 89118 W&W Steel, LLC of Nevada 24,171,846 PO Box 25369 1730 E. Reno Oklahoma City, OK 73125-0369 Both firms ascertain that they do not hold any claims against the Debtors. Gordon Silver serves as lead counsel and Shraiberg Ferrara as co-counsel to the mechanic and materialmen's lienholders. In a separate motion, Young Electric Sign Co. asked the Court to transfer the Debtors' Chapter 11 cases to the District of Nevada, where the Debtors' real property is located. Young Electric pointed out to the Court that the vast majority of the parties impacted by the Debtors' bankruptcies reside in Las Vegas. Young Electric's motion was due for hearing on June 30 but Young Electric withdrew the motion shortly after its filing. About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, 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 Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU: Contractors Want Official Committee Formed --------------------------------------------------------- Eight contractors holding claims against Fontainebleau Las Vegas Holdings, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida to direct the United States Trustee for Region 21 to appoint an official committee who will represent the interest of the contractors in the Debtors' Chapter 11 cases. Desert Fire Protection, a Nevada Limited Partnership; Bombard Mechanical, LLC; Bombard Electric, LLC; Warner Enterprises, Inc. doing business as Sun Valley Electric Supply Co.; Absocold Corporation, doing business as Econ Appliance; Austin General Contracting; Powell Cabinet and Fixture Co.; and Safe Electronics, Inc., who hold $112,376,545 in aggregate mechanics' lien claims against the Debtors, assert that they need an official committee to represent their interest saying the Official Committee of Unsecured Creditors or any other constituency in these cases cannot adequately represent them. About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, 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 Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU: Seeks to Pay Critical Vendor Claims -------------------------------------------------- Pre-bankruptcy, Fontainebleau Las Vegas Holdings, LLC -- Holdings -- and its affiliates began the construction of a signature "Tier A" casino hotel resort and engaged a number of contractors, vendors, consultants, architects and suppliers to perform work at and provide goods and services to the Project. Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, relates that debtor Fontainebleau Las Vegas LLC -- Resort -- timely paid undisputed amounts then due to the vendors through February 2009. Since then, as a result of the failure and refusal of certain of the Debtors' lenders to fund the Project, Resort has been unable to pay the Vendors for goods and services. Resort has determined that it needs to remit payments postpetition to a select few of the vendors for prepetition goods and services to obtain the benefit of further goods and services on a postpetition basis. Accordingly, the Debtors ask the Court for permission to pay their prepetition obligations aggregating $7,954,374 to the vendors deemed critical to the Project. The Debtors propose to pay these Critical Vendors: Critical Vendor Amount ----------------- ---------- Bergman Walls & Associates $2,279,002 DWI Holdings, Inc. 1,392,921 Kuehne Nagel/Quality Transportation Services 1,082,039 YWS Architects 691,513 Aztec Inspection Services 592,217 Las Vegas Fire Department 307,500 Project Light, LLC 395,616 Microsoft Enterprises 287,497 E2 Solutions, Inc. 266,281 Tri-Power Group 597,335 Veolia Energy 43,645 Paffenbarger & Walden 24,244 RA Energie, Inc. 16,564 Mr. Baena points out that the goods and services provided by the Critical Vendors are critical to life and safety issues or entitlements at the Project. Certain of the Critical Vendors also provide unique or essential Goods and Services to Resort at a significant discount, the benefit of which will be lost if timely payment is not afforded, Mr. Baena says. Mr. Baena also points out that based on the budget accompanying the Interim Cash Collateral Order, the Debtors are authorized to pay Critical Vendors up to specified amounts. About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, 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 Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU: Seeks Injunction Against Utility Providers --------------------------------------------------------- In connection with their daily operations, Fontainebleau Las Vegas Holdings, LLC, and its affiliates procure electricity, natural gas, telephone and telecommunication, water, waste removal, and other utility services for an average monthly aggregate cost of $181,000 from 10 utility providers. The Debtors' Utility Providers are NV Energy, Southwest Gas Corporation, Las Vegas Valley Water District, Republic Services, Embarq, Verizon Wireless, AT&T Mobility, Intercall, 1Velocity, and Cox Communications. Prior to the Petition Date, certain of the Utility Providers -- Assured Utility Providers -- were provided letters of credit or deposits from the Debtors as security for future services to be provided by the Utility Providers: Utility LOC/Security ------- ------------ NV Energy $855,000 Southwest Gas 754,672 Southwest Gas ? Las Vegas 1,600 Southwest Gas ? Sirius Ave. 6,530 Las Vegas Valley Water 5,250 The Other Utility Providers do not hold deposit from the Debtors. The Debtors intend to pay postpetition obligations owed to the Utility Providers in a timely manner. Should the Debtors' bid to use cash collateral be approved by the Court, the Debtors expect that they will have ample liquidity to pay their postpetition obligations to their Utility Providers. Moreover, the Debtors believe that the Assured Utility Providers are adequately protected by the prepetition security deposits. Nevertheless, to provide additional assurance of payment for future services to the Other Utility Providers, the Debtors propose to deposit $25,000 into an interest-bearing account. Proposed Adequate Assurance Request Procedures The Debtors anticipate, however, that certain of the Other Utility Providers may request additional adequate assurance. The Debtors therefore seek to establish reasonable procedures by which any Utility Provider may request additional adequate assurance of payment, in the event the Utility Provider believes that the Proposed Adequate Assurance is inadequate. (1) Absent any further Court order, all Utility Providers are prohibited from discontinuing, altering, or refusing service on account of any unpaid prepetition charges, or requiring payment of an additional deposit or receipt of other security in connection with any unpaid prepetition charges or lack of adequate assurance. (2) If a Utility Provider is not satisfied with the Proposed Adequate Assurance, the Utility Provider must serve a written request seeking further protection on the Debtors and their counsel, stating: * the location for which Utility Services are provided, * the account number, * the outstanding balance for the relevant account, * the amount of deposit being held by the Utility Provider, * a summary of the Debtors' payment history for the account during the preceding 12 months, and * an explanation of why the Proposed Adequate Assurance is an inadequate assurance of payment. (3) The Request must be delivered so as to be actually received within 30 days of the date of the Order granting the Motion, to: (a) the Debtors c/o Fontainebleau Las Vegas Holdings, LLC 19950 West Country Club Drive Aventura, Florida 33180 Attn: Howard C. Karawan (b) the Debtors' proposed counsel Bilzin Sumberg Baena Price & Axelrod LLP 200 South Biscayne Blvd. Suite 2500, Miami, FL 33131, Attn: Jason Jones, Esq., (c) Co-Counsel for the Term Lender Steering Group Hennigan, Bennett & Dorman, LLP 865 S. Figueroa Avenue Los Angeles, CA 90017 Attn: Bruce Bennett, Esq. and Akerman Senterfitt One Southeast Third Avenue, 25th Floor Miami, Florida 33131 Attn: Michael Goldberg, Esq., (4) Without further Court order, the Debtors may enter into agreements granting additional adequate assurance to a Utility Provider serving a timely Request if the Debtors determine that the request is reasonable or if the parties negotiate alternate consensual provisions. (5) If the Debtors believe that a Request is unreasonable, within 30 days after the Request Deadline date, the Debtors will file a motion pursuant to Section 366(c)(2) of the Bankruptcy Code, seeking a determination from the Court that the Proposed Adequate Assurance offered by the Debtors constitutes adequate assurance of payment. Pending notice and a hearing on the Determination Motion, the Utility Provider that is the subject of the unresolved Request may not alter, refuse, or discontinue services to the Debtors. (6) Any Utility Provider that fails to make a timely Request will be deemed to have consented to the Debtors' Proposed Adequate Assurance as adequate assurance of payment within the meaning of Section 366, and will further be deemed to have waived any right to seek additional adequate assurance during the Chapter 11 Cases. Accordingly, the Debtors ask the Court to: (i) prohibit all Utility Providers from altering, refusing, or discontinuing service to the Debtors on account of prepetition amounts outstanding or on account of any perceived inadequacy of the Debtors' proposed adequate assurance, (ii) deem the Assured Utility Providers adequately assured of future payment by the Prepetition Security Deposits, (iii) deem the Other Utility Providers assured of future payment by the Utility Deposit Account, and (iv) establish procedures for determining requests for additional adequate assurance. To the extent that they subsequently identify any additional Utility Providers, the Debtors seek authority to amend the list of Utility Providers to add or remove any additional Utility Provider. The Motion was initially heard on June 11. The Court will continue to consider the Motion on June 30, 2009. About Fontainebleau Las Vegas Fontainebleau Las Vegas Holdings, 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 Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER DRILLING: Moody's Upgrades Corp. Family Rating to 'Caa1' ----------------------------------------------------------------- Moody's Investors Service upgraded Frontier Drilling ASA's Corporate Family Rating to Caa1 from Caa2, Probability of Default rating to Caa2 from Caa3, senior first secured debt ratings to B1 (LGD 2, 13%) from B2 (LGD 2, 10%) and the second lien term loan rating to Caa2 (LGD 3, 45%) from Caa3 (LGD 3, 32%) The outlook is positive. The upgrade reflects that Frontier has now completed the extensive maintenance and upgrade program which originally started in March 2006 and all four of its vessels are now on contract generating cashflow. The Phoenix drillship was the last of the rigs to start earning contracted dayrates when it commenced operations in May 2009 following a three year $375 million major upgrade project. With all of its rigs earning dayrate simultaneously, Froniter should start generating positive cash flow this quarter, though only marginal. Beginning in Q3 '09, the company should produce positive cash flow, which in turn should start to result in debt reduction. The upgrade also reflects Moody's reduced concern of Frontier having covenant compliance issues through both improved earnings and the expectation of debt reduction as well as the expectation that Frontier will not need to rely on additional support from its shareholders. The positive outlook indicates Frontier could be upgraded in early 2010 if it has a sustained operating track record and the company is meeting its projected earnings, cash flow, and debt reduction targets. While all rigs are currently working, it has only been about a month and a more sustained operating track is needed before an upgrade would be considered. In addition, the current leverage profile is still high and with no debt reduction expected until Q3 '09, a higher rating at this point is premature. An upgrade would also require the signing of a new contract (or extension of the existing one) for the Seillean FPSO at no less than current dayrates for at least another year. The current contract for the Seillean expires October 2009, and while it is not expected to be the highest dayrate and cash flow generator for the company, Moody's believe it is material enough to the company's ability to improve its financial profile and thus would be key to a higher rating. The last rating action for Frontier Drilling ASA was on August 4, 2008, when Moody's changed the review of Frontier Drilling's ratings to review with direction uncertain from review for downgrade. Frontier Drilling ASA, which is incorporated in Norway and has an administrative office in Houston, Texas, is a subsidiary of privately owned FDR Holdings Ltd., and is a specialized provider of offshore contract drilling and production services to the oil and gas industry. GAINEY CORP: Files Disclosure Statement to Plan ------------------------------------------------ On June 1, 2009, Gainey Corporation, et al., filed with the U.S. Bankruptcy Court for the Western District of Michigan a disclosure statement with respect to their Joint Chapter 11 Plan of Reorganization, dated as of June 1, 2009. According to the Disclosure Statement, the Plan, in general, provides for: -- a structured disposition of substantially all of the assets of the existing Debtors, -- the distribution of the proceeds of such dispositions to the holders of allowed secured claims under the Plan, -- the Debtors' utilization of Cash presently in the Debtors' possession to pay other claims under the Plan, -- the delivery of the Lender Note to the holders of Lender Secured Claims to evidence the repayment to the Agent of Working Capital that will be retained by the Debtors and transferred to a new business entity ("Newco") under the Plan, and -- the use of other Property by Newco during the term of the Property Lease, with the accompanying Lease Payments thereunder to be made to the Agent on account of the Lender Secured Claims. Newco will be a new startup business entity, the sole initial shareholder of which will be Carl Oosterhouse, the present chief operating officer of the Debtors. Pursuant to the Plan, Gainey Equity Interests under Class XII will not receive any distribution under the Plan on account of said Equity Interests. Holders thereof are conclusively presumed to have voted to reject the Plan. Each holder of an Unsecured Liability Claim under Class VI will retain all of said holder's rights and remedies against the Debtors and with respect to any applicable insurance relating to said Unsecured Liability Claim. To the extent not previously modified or terminated pursuant to order of the Bankruptcy Court, the automatic stay will be deemed terminated immediately as of the Plan's Effective Date with respect to any and all Unsecured Liability Claims for purposes of permitting the liquidation of said Unsecured Liability Claims by a court of competent jurisdiction, and permitting recourse to any applicable insurance relating to said Unsecured Liability Claim. To the extent any holder of an Unsecured Liability Claim will be determined to hold a claim in excess of the amounts payable under any applicable insurance of the Debtors, said holder will receive 5% of said excess amount, payable in Cash, by Newco, within 30 days of the date of the entry of a Final Order determining such liability. Lender Secured Claims under Class IV will retain all adequate protection payments received by it during the Chapter 11 cases, and will further receive the following: (a) on the Plan's Effective Date, its Pro Rata share of the Lender Cash Dividend; (b) its Pro Rata share of the Lease Payments to be made by Newco, as set forth in Section 5.1 of the Pan; (c) its Pro Rata interest in the Lender Note, and the payments thereunder, as set forth in Section 5.1 of the Plan; and (d) the Rolling Stock Disposition Proceeds, as set forth in Section 5.1 of the Plan. Classification of Claims and Interests The Plan segregates the various claims and equity interests into 13 classes: Class I -- Other Priority Claims Class II -- Secured Tax Claims Class III -- Other Secured Claims Class IV -- Lender Secured Claims Class V -- Insurer Secured Claims Class VI -- Unsecured Liability Claims Class VII -- Convenience Claims Class VIII -- Lender Unsecured Claims Class IX -- Other Unsecured Claims Class X -- Intercompany Unsecured Claims Class XI -- Subordinated Insider Unsecured Claims Class XII -- Gainey Equity Interests Class XIII -- Affiliate Equity Interests Classes III, IV, VI, VII, VIII, and IX are impaired and entitled to vote to accept or reject the Plan. Classes X, XI, XII, and XIII are impaired and are deemed to have rejected the Plan as a result fo their treatment under the Plan. Classes I, II, and V are unimpaired and are conclusively presumed to have accepted the Plan and is not entitled to accept or reject the Plan. Cramdown Pursuant to the "cramdown" provisions of the Bankruptcy Code, the Debtors may seek confirmation of the Plan, despite the non-acceptance of one or more impaired Classes of Claims and or Interests, as set forth in Sec. 1129(b) of the Bankruptcy Code. A full-text copy of the disclosure statement explaining the Debtors' Joint Chapter 11 Plan of Reorganization is available for free at http://bankrupt.com/misc/gaineycorp,DS.pdf Headquartered in Grand Rapids, Michigan, Gainey Corp. -- http://www.gaineycorp.com/-- provides trucking and freight- services in the U.S. and parts of Canada. It has 5,000 trucks and trailers, and employs more than 2,300 workers including 1,900 truck drivers. The Company and its subsidiaries filed for Chapter 11 bankruptcy protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No. 08-09092). Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors as counsel. Alixpartners, LLC, is the Debtors' restructuring and financial consultant. Virchow Krause and Company, LLP, is the Debtors' financial advisor. Eric David Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the Official Committee of Unsecured Creditors as counsel. As of the commencement date, the Debtors owned assets with a "book" value of approximately $239,000,000. As of May 22, 2009, the Debtors books and records reflected available cash on hand in the amount of approximately $16,300,000, plus billed accounts receivable in the amount of approximately $18,400,000. GENARO MENDOZA: Meeting of Creditors Set for July 17 in California ------------------------------------------------------------------ The U.S. Trustee for Region 17 will convene a meeting of creditors in Genaro Mendoza's Chapter 11 case on July 17, 2009, at 2:30 p.m. The meeting will be held at Office of the U.S. Trustee, 777 Sonoma Ave. No. 116, Santa Rosa, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Petaluma, California-based Genaro Mendoza, aka George Mendoza and Mendoza Investment, filed for Chapter 11 on June 3, 2009 (Bankr. N.D. Calif. Case No. 09-11678). John H. MacConaghy, Esq., at MacConaghy and Barnier represents the Debtor in its restructuring efforts. The Debtor listed $100 million to $500 million in assets and 50 million to $100 million in debts. GENERAL MOTORS: Sold Defective Vehicles to Continue to Cause Woes ----------------------------------------------------------------- A new report predicts that defective General Motors and Chrysler vehicles sold before the bankruptcies will continue to cause deaths and injuries long after the companies emerge as new entities. Based on data provided by both automakers to the National Highway Traffic Safety Administration, more than 3,400 Americans will be injured or killed by a defective Chrysler or GM vehicle during the first year of the post-bankruptcy era. The report, "Public Safety at Risk: Bankruptcies Leave Legacy of Defects, Injuries and Deaths," also forecasts fewer recalls for vehicles built by the old companies, decreasing public safety. The report examines the consequences of a provision in the GM and Chrysler bankruptcies which allows the automakers to shed liability for the vehicles built pre-bankruptcy. While both would be responsible for launching recalls and repairing defects in their current fleet, they would not be responsible for injuries and deaths caused by those defects. This leaves thousands of individuals and families who have current claims uncompensated for injuries or deaths caused by defective vehicles. The loophole will also wipe out any future claims. The report, released by Safety Research & Strategies, finds that between the third quarter of 2003 and the fourth quarter of 2008, Chrysler fielded 3,497 death and injury claims; GM fielded 15,284. These represent an annual average of 636 and 2,779 casualties (individual deaths and injuries) respectively. With more than 40 million vehicles in the U.S. fleet, the two companies accounted for 47 percent of all claims filed against auto manufacturers during that time period. Yet, GM and Chrysler only represent 38 percent of the market share. "Combined, GM and Chrysler have a disproportionate share of the claims," said Sean Kane, president and CEO of Safety Research & Strategies, "And there is every reason to conclude that the injury and death rates will continue. But the claims will disappear and that will impact the rate of GM and Chrysler recalls and public safety in the future." From 2004 to 2008, Chrysler issued 109 recalls, affecting 11.4 million vehicles; GM launched 129 recalls, affecting 19 million vehicles. The absence of death and injury claims will likely decrease the number of recalls and remedies GM and Chrysler will conduct after the bankruptcies. "Automakers and NHTSA use death and injury data to monitor and recall defective vehicles," Mr. Kane added. "If the claims aren't filed, we lose an important defect surveillance tool. And if the companies bear no liability for deaths and injuries caused by the uncorrected defects, what incentive do they have to recall?" The report, which includes a full state-by-state breakdown of claims, finds that Texas, California, Florida, Ohio and New York lead the nation in Chrysler and GM death and injury claims. The states with the least number of claims are Washington, D.C., North Dakota, Vermont, Wyoming, and South Dakota. Safety Research & Strategies -- http://www.safetyresearch.net -- is a consulting and advocacy firm based in Rehoboth, MA. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. In 2007, nearly 9.37 million GM cars and trucks were sold globally under 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. 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. As of March 31, 2009, GM had US$82.2 billion in total assets and US$172.8 billion in total liabilities, resulting in a US$90.5 billion stockholders' deficit. 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) GOLF CLUB AT BRIDGEWATER: Impasse on Loans Caused Filing -------------------------------------------------------- The Golf Club at Bridgewater, L.L.C.'s bankruptcy filing is due to an impasse concerning almost $2.8 million in loans from Whitney National Bank, Kyle Kennedy at The Ledger reports, citing Golf Club's lawyer, David Jennis. According to The Ledger, Mr. Jennis said, "The full intention is to keep the course operational and make sure it's on solid financial footing. The course will stay open, and as far as the outside world is concerned, it will be business as usual." Court documents say that Golf Club had a $2.5 million construction loan and a $250,000 line of credit from Whitney National. The course was scheduled to open in January 2007 but permitting issues with the City of Lakeland dragged on until October, requiring an extension of the credit line. A loan officer with Whitney National told Golf Club officials that the credit wouldn't be renewed and demanded payment. According to court documents, the credit dispute went unresolved until Whitney National declared the construction loan in default, suing Golf Club in February 2009. The construction loan was affected by a cross-default provision in Golf Club's agreement, The Ledger relates, citing Mr. Jennis. The report quoted Mr. Jennis as saying, "Bridgewater continued to pay on the monthly debt service on the larger line. There was no monetary default." Court documents say that Golf Club failed to pay its legal fees and operational costs, leading to the bankruptcy. Lakeland, Florida-based The Golf Club at Bridgewater, L.L.C., is a semi-private course off State Road 33 North. The Company filed for Chapter 11 bankruptcy protection on May 20, 2009 (Bankr. M.D. Fla. Case No. 09-10430). David S. Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. GREATER ATLANTIC: Inks Pact to Merge With MidAtlantic Bancorp ------------------------------------------------------------- Greater Atlantic Financial Corp., the parent company of Greater Atlantic Bank, has entered into a definitive Agreement and Plan of Merger with MidAtlantic Bancorp, Inc., a Virginia corporation and GAF Merger Corp., a Virginia corporation formed to facilitate the merger -- Acquisition Sub. Pursuant to the Agreement and Plan of Merger, MidAtlantic will acquire GAFC. MidAtlantic is a newly organized corporation formed in connection with the transaction by Comstock Partners, LC, a Northern Virginia-based private investor group. Upon consummation of the transaction, MidAtlantic will become a savings and loan holding company of Greater Atlantic Bank. MidAtlantic expects to recapitalize Greater Atlantic Bank upon the closing of the merger. Under the terms of the Agreement and Plan of Merger, each holder of GAFC common stock will receive $0.10 in cash for each share held. In connection with the transaction, GAFC also will initiate a tender offer for the outstanding trust preferred securities issued by its subsidiary, Greater Atlantic Capital Trust I, for aggregate consideration not to exceed $688,558. The directors of GAFC and certain other trust preferred holders have agreed to tender their trust preferred securities for $0.01 per share. The amount that would have been paid to these directors and certain other holders of the trust preferred securities above the $0.01 per share will be allocated to the remaining trust preferred holders to provide them with a greater return. The Agreement and Plan of Merger is subject to approval by GAFC's shareholders, receipt of necessary regulatory approvals and satisfaction of certain customary representations and warranties and conditions. The acquisition is also conditioned upon satisfaction of these matters prior to the close of the transaction: (a) the tender of at least 816,627 shares (out of 960,738 shares outstanding) of the GACT trust preferred securities, and (b) the elimination or modification to the satisfaction of MidAtlantic of the operating constraints that currently apply to Greater Atlantic Bank under orders issued by the Office of Thrift Supervision, the primary federal regulator of Greater Atlantic Bank. MidAtlantic and GAFC have each completed their due diligence. The transaction is expected to be completed in the third quarter, subject to regulatory and shareholder approvals. All of the directors of GAFC have agreed to vote their shares in favor of the approval of the Agreement and Plan of Merger at the shareholders meeting to be held to vote on the proposed transaction. If the merger is not consummated under certain circumstances involving an alternative transaction, GAFC has agreed to pay MidAtlantic a termination fee. A full-text copy of the Agreement and Plan of Merger is available at no charge at http://ResearchArchives.com/t/s?3e18 As reported by the Troubled Company Reporter on June 1, 2009, Greater Atlantic's banking subsidiary, Greater Atlantic Bank, entered into a Stipulation and Consent to the issuance of a Prompt Corrective Action Directive with the Office of Thrift Supervision effective May 22, 2009. The Bank consented to the appointment by the OTS of a conservator or receiver or other legal custodian at any time the Bank is significantly undercapitalized. The Stipulation and Consent addresses the Bank's failure to operate under an accepted capital restoration plan and imposes various corrective measures and operational limitations mandated by statute. As of March 31, 2009, the Bank was significantly undercapitalized for purposes of the prompt corrective action provisions of the Federal Deposit Insurance Act. The Directive was issued when the OTS notified the Bank that its filed capital restoration plan was unacceptable and directs the Bank to be recapitalized by a merger with or being acquired by another financial institution or other entity, or by the sale of all or substantially all of the Bank's assets and liabilities to another financial institution or other entity, within 10 days of the effective date of the Directive pursuant to a written definitive agreement, which the Bank is required to submit to the OTS within 5 days of the effective date of the Directive unless extended in writing by the OTS. By letter dated May 22, 2009, the OTS modified the Directive to extend the 5 day time frame to June 15, 2009, and the 10 day recapitalization deadline to July 31, 2009. The Directive also authorizes the OTS to undertake marketing efforts to assist the Bank in its efforts to consummate a possible recapitalization transaction. The Directive also requires the Bank to achieve and maintain, at a minimum, these ratios within 10 days from the effective date of the Directive: (i) Total Risk Based Capital Ratio of 8%; (ii) Tier 1 Core Risk Based Capital Ratio of 4%; and (iii) Leverage Ratio of 4%. About Greater Atlantic Greater Atlantic Financial Corp. is a bank holding company whose principal activity is the ownership and management of Greater Atlantic Bank. The bank originates commercial, mortgage and consumer loans and receives deposits from customers located primarily in Virginia, Washington, D.C. and Maryland. The bank operates under a federal bank charter and provides full banking services. As of December 31, 2008, the Company's balance sheet showed total assets of $215,151,000 and total liabilities of $222,905,000, resulting in total stockholders' deficit of $7,754,000. Going Concern Doubt The Troubled Company Reporter reported on January 21, 2009, that BDO Seidman, LLP, in Richmond, Virginia, in a letter dated January 12, 2009, to the Board of Directors and Stockholders of Greater Atlantic Financial Corp. expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated statements of financial condition of Greater Atlantic Financial Corp. and its subsidiaries as of September 30, 2008, and 2007 and the related consolidated statements of operations, stockholders' equity (deficit), comprehensive income (loss) and cash flows for each of the two years in the period ended September 30, 2008. GREENHUNTER BIOFUELS: WestLB AG Waives Default Until November 15 ---------------------------------------------------------------- GreenHunter Biofuels, Inc., executed a definitive Amendment to its existing Credit Agreement with WestLB AG in the original principal amount of $38.5 million and $10 million, the Company's term loan and working capital line of credit with the Lender, respectively. The loan facilities are secured predominantly by the Company's existing biodiesel refinery assets located in Houston, Texas. Pursuant to the terms and conditions of the Amendment to the Credit Agreement, the Lender has agreed to waive any claims of Events of Default until November 15, 2009. Additionally, due to the anticipated settlement of certain business interruption and property damage insurance claims with various underwriters related to damages sustained at GreenHunter BioFuels from Hurricane Ike in September 2008, the Lender will receive a significant paydown on its loans, and additionally will postpone the repayment of the balance of its term loan until November 15, 2009. All remaining funds due from insurance proceeds will be used at GreenHunter BioFuels to fund existing working capital requirements. Additionally, GreenHunter BioFuels has retained an investment banking firm that will be seeking a potential buyer of the assets, possible domestic or international strategic partners, alternative financing possibilities of the existing assets, potential new equity capital, and working capital in a sufficient amount to possibly return the Houston biodiesel refinery to operational status. Commenting on the definitive Amendment to the Company's existing Credit Agreement with WestLB, Gary C. Evans, Chairman, President, and CEO of GreenHunter Energy, stated, "By amending our existing Credit Agreement with WestLB, we have positioned the Company in a manner that should allow us time to seek a number of solutions to our present financial situation. This is especially important now that credit markets have begun to improve and crude oil prices, which have a direct correlation to the price of biodiesel, have recently increased. We are also hopeful that the Federal Government will begin funding the many incentives that have been promised under the new Administration for our industry." Based in Grapevine, Texas, GreenHunter Biofuels, Inc., is a refiner and producer of EN and ASTM quality biodiesel. The Company is a wholly owned subsidiary of GreenHunter Energy, Inc. (NYSE AMEX: GRH). The assets of GreenHunter Energy -- http://www.greenhunterenergy.com/-- consist of leases of real property for future development of wind energy projects located in Montana, California, Texas, and Wyoming and The Peoples Republic of China, one of the nation's largest biodiesel refinery located in Houston, Texas, a biomass-fired power plant located in Brawley, California, and an option to lease acreage associated with a terminaling facility in Port Sutton, Florida. HARTMAX CORP: Gets Six Expressions of Interest ---------------------------------------------- Matthew Daneman at Democrat and Chronicle reports that Hartmarx Corp. has received six bids for its business. Emerisque, which offered $128.4 million for Hartmax, has been named as the lead bidder, Democrat and Chronicle states. Democrat and Chronicle relates that other than London-based equity firm Emerisque, these five firms have submitted initial indications of interest: -- Affliction Holdings LLC, -- Mistral Capital Management LLC, -- Perry Ellis International Inc., -- Versa Capital Management Inc., and -- Western Glove Works. According to Democrat and Chronicle, the auction is set for June 24. The report says that it was unclear whether any of those five submitted bids on Monday. Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) -- http://www.hartmarx.com/-- produces and markets business, casual and golf apparel under its own brands, including Hart Schaffner Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace, Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll. In addition, the company has certain exclusive rights under licensing agreements to market selected products under a number of premier brands such as Austin Reed, Burberry men's tailored clothing, Ted Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle & Scott, Golden Bear, Jag and Dr. Martens. The Company's broad range of distribution channels includes fine specialty and leading department stores, value-oriented retailers and direct mail catalogs. Hartmarx and certain affiliates filed for bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead Case No. 09-02046). George N. Panagakis, Esq., Felicia Gerber Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed $483,108,000 in total assets and $261,220,000 in total debts as of August 31, 2008. HAWAIIAN TELCOM: Committee Members Permitted to Trade Claims ------------------------------------------------------------ The Official Committee of Unsecured Creditors presented to the U.S. Bankruptcy Court for the District of Hawaii information blocking procedures and protocol permitting trading in claims against the Debtors, including securities as defined in Section 2(a)(1) of the Securities Act and bank debt, which are known as Covered Claims, in certain situations. Co-counsel to the Official Committee of Unsecured Creditors in Hawaiian Telcom Communications Inc.'s case, Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, informed the Court on June 3, 2009, that no objections or responses were filed with respect to the Committee's Motion to Permit Trading of Claims. He, however, noted that certain parties sought revisions to the proposed order, which the Committee agreed to. A revised order was submitted to the Court to reflect this language: Any Committee member that wishes to trade in the Covered Claims will file with the Court a member declaration, which will be executed by each individual performing Committee- related activities in the Debtors' Chapter 11 cases. A full- text copy of the Member Declaration is available for free: http://bankrupt.com/misc/HawTel_MemberDeclaration.pdf Subsequently, Judge Lloyd King granted the Committee's request on June 8, 2009. Mr. Muzzi relates that although members of the Committee owe fiduciary duties to the creditors of the Debtors' estates, each Committee member also has fiduciary duties to maximize returns to its clients through trading securities. He continues that if a Committee member is barred from trading the Covered Claims during the pendency of these Chapter 11 cases because of its duties to other creditors, it may risk the loss of a beneficial investment opportunity for itself or its clients and may breach its fiduciary duty to its clients. In the alternative, if a Committee Member is compelled to resign from the Committee because of its inability to trade for the benefit of itself and its clients, its interests may be comprised by virtue of its taking a less active role in the reorganization process, Mr. Muzzi notes. Against this backdrop, he contends, the Committee Member should not be forced to choose between serving on the Committee and risking the loss of beneficial investment opportunities or service on the Committee and possibly compromising its responsibilities by taking a less active role in the reorganization process. In conjunction with the existing information blocking procedures, the Committee Members agree to establish and maintain these internal procedures: (1) Committee Personnel will execute a letter acknowledging that it may receive a non-public information and that it is aware of the information blocking procedures, which are in effect with respect to the Covered Claims and will follow the procedures and will inform the Committee counsel and the U.S. Trustee if the procedures are breached. (2) Committee Personnel will not directly or indirectly share any non-public information generated by, received from, or relating to Committee activities or Committee membership with any other employees, representatives or agents of the Committee Member, including the Committee Member's investment advisory personnel. Committee Personnel will use good faith efforts not to share any material information concerning these Chapter 11 cases with any employee of the Committee Member engaged in trading activities with respect to the Covered Claims on behalf of the Committee Member or its clients, except that a good faith communication of publicly available Information will not be presumed to be a breach of the obligations of the Committee Member or any Committee Personnel. (3) Committee Personnel will maintain all files containing information received in connection with or generated from committee activities in secured cabinets inaccessible to other employees of the Committee Member. (4) Committee Personnel will not receive any information regarding the Committee Member's trades in the Covered Claims in advance of the execution of trades, but Committee Personnel may receive trading reports showing the Committee Member's purchases and sales and ownership of the Covered Claims on a bi-weekly basis. (5) The Committee Member's compliance personnel will review on a weekly basis the Committee Member's trades of the Covered Claims to determine if there is any reason to believe that the trades were not made in compliance with the information blocking procedures. (6) So long as the Committee Member is a member of the Committee, it will disclose to the United States Trustee any decrease in principal dollar amount of the Covered Claims held by the Committee Member or its clients, which results in holdings being less than the lesser of $15 million in principal or 113 of the aggregate holdings of the Committee Member and in its clients' accounts at the Committee Member as of the date of the Committee Member's appointment to the Committee, and any increase in dollar amount of the Covered Claims held by the Committee Member or its clients, which results in an increase in aggregate holdings of more than $150 million or 2/3 of the aggregate holdings of the Committee Member and in its clients' accounts at the Committee Member as of December 12, 2008, date of the Committee appointment, within 10 days of trade or trades aggregating more than $150 million. (7) So long as the Committee Member is a member of the Committee, its chief compliance officer will disclose to the Committee's counsel and the U.S. Trustee every 6 months a declaration verifying continued compliance with the procedures. (8) The Committee Member will immediately disclose to the Committee's counsel and the U.S. Trustee and file with the Court a disclosure of any breaches of the procedures. The Committee Personnel may share Information with: -- senior management of the Committee Member who, due to its duties and responsibilities, has a legitimate need to know the Information, provided that the individuals (i) comply with the Screening Wall Procedures; and (ii) use the Information only in connection with their senior managerial Responsibilities; and -- regulators, auditors, designated legal and compliance personnel to render legal advice to the Committee Personnel, and to the extent that the Information may be accessible by internal computer systems, the Committee Member's administrative personnel who service and maintain the systems, each of whom will agree not to share Information with other employees and will keep the Information in files inaccessible to other employees; and -- other employees, representatives and agents of the Committee Member who (i) are not involved with trading or investment advisory activities with respect to the Covered Claims and (ii) execute a Confidentiality Letter. Each of the Committee Personnel has agreed to submit a declaration affirming its compliance with the Screening Wall and information blocking procedures, prior to the Committee Member engaging in the trading of Covered Claims. Moreover, the Screening Wall Procedures will apply with respect to any affiliate of the Debtors that files for bankruptcy after entry of an order approving the Motion, provided that: (i) the Committee Member or its counsel has received prior notice of the bankruptcy filing; (ii) the order grants the Committee Member the right to file a proposed order setting forth alternative information blocking procedures for the entity; (iii) if no objections are filed within five days, the proposed order may be entered by the Court; and (iv) if an objection is filed, the Court may schedule a hearing on the matter. Accordingly, Mr. Muzzi notes that the Screening Wall Procedures are designed to prevent a Committee Member's trading personnel, investment advisory personnel, and trading personnel from the Committee Member's affiliates from receiving any non-public information concerning the Debtors' Chapter 11 cases through the Committee Personnel who are performing activities related to the Committee in the Debtors' Chapter 11 case and to prevent Committee Personnel from receiving information regarding a Committee Member's trading in Covered Claims in advance of trading. In addition, the Committee asks the Court to determine that the Committee Members will not violate their fiduciary duties as Committee members and will not subject their interests or claims to possible disallowance, subordination, or other adverse treatment by trading in the Covered Claims during the pendency of the Debtors' Chapter 11 cases, provided that the Committee Members comply with the Screening Wall Procedures. About Hawaiian Telcom Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc. -- http://www.hawaiiantel.com/-- operates a telecommunications company, which offers an array of telecommunications products and services including local and long distance service, high-speed Internet, wireless services, and print directory and Internet directory services. The Company and seven of its affiliates filed for Chapter 11 protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-13086). As reported by the TCR on December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the transfer of the Chapter 11 cases to the U.S. Bankruptcy Court for the District of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005). Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Lazard Freres & Co. LLC as investment banker; Zolfo Cooper Management LLC as business advisor; Deloitte & Touche LLP as independent auditors; and Kurztman Carson Consultants LLC as notice and claims agent. An official committee of unsecured creditors has been appointed and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii. When the Debtors filed for protection from their creditors, they listed total assets of $1,352,000,000 and total debts of $1,269,000,000 as of September 30, 2008. Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Hawaiian Telcom Communications, Inc., and seven of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) HEIDTMAN MINING: Seeks to Access DIP Facility From R & R -------------------------------------------------------- Heidtman Mining LLC asks the U.S. Bankruptcy Court for the Western District of Arkansas for permission to access $600,000 in postpetition financing from R & R Partners Limited Partnership holds approximately 10% of the equity interest in the Debtor. Proceeds of the DIP facility will be used to pay ordinary and necessary operating and legal expenses of the Debtor. The DIP facility is priced at 8% annual compounding interest for the first 180 days of this case. The lender will have a senior administrative expense claim secured by a lien in all of the Debtor's unencumbered estate property. Headquartered in Toledo, Ohio, Heidtman Mining LLC filed for Chapter 11 protection on June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912). The Debtor listed assets between $10 million and $50 million, and debt between $50 million and $100 million. HEIDTMAN MINING: Wants to Hire Cox Smith as Bankruptcy Counsel -------------------------------------------------------------- Heidtman Mining LLC asks for permission from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Cox Smitn Matthews Incorporated as its bankruptcy counsel. The firm will: a) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of action on behalf of the Debtor, the defense of any bankruptcy court action commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b) prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration and prosecution of the Debtor's chapter 11 case; c) assist the Debtor in connection with any proposed sale of assets pursuant to Section 363 of the Bankruptcy Code; d) advise the Debtor on legal issues related to bankruptcy, regulatory, energy and natural resources, employment, and tax law matters or other such services as requested; and e) perform all other legal services in connection with the Chapter 11 case that are reasonable or necessary to satisfy the obligations and duties required of a Chapter 11 debtor. The firm's professionals will receive compensation at these rates: Professional Designation Hourly Rate ------------ ----------- ----------- George H. Tarpley, Esq. Shareholder $550 M. Jermaine Watson, Esq. Associate $295 Deborah Andreacchi Paralegal $165 To the best of the Debtors' knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Toledo, Ohio, Heidtman Mining LLC filed for Chapter 11 protection on June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912). The Debtor listed assets between $10 million and $50 million, and debt between $50 million and $100 million. HEIDTMAN MINING: Proposes Chisenhall Nestrud as Local Counsel ------------------------------------------------------------- Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Heidtman Mining, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas, Fort Smith Division, to hire Chisenhall, Nestrud & Julian, P.A., as local counsel effective June 12, 2009. Nestrud will, among other things, (i) take all actions necessary to protect and preserve the Debtor's estate, and (ii) advise the Debtor on legal issues related to bankruptcy, regulatory energy and natural resources, employment, and tax law matters. CNJ was retained by an owner of the Debtor in July 2005 to assist the Debtor in its defense in various lawsuits. The firm has been paid on an hourly basis for that work. For work during the Debtor's chapter 11 case, the primary attorneys and paralegals within CNJ will charge the Debtor at these rates: Professional Position Hourly Rate ------------ -------- ----------- Mark W. Hodge Partner $200.00 Charles R. Nestrud Senior Partner $225.00 Jason W. Earley, Associate $175.00 Angela Martin Paralegal $80.00 Mark W. Hodge, Esq., asserts that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm may be contacted at: Charles R. Nestrud, Esq. Mark W. Hodge, Esq. CHISENHALL, NESTRUD & JULIAN, P.A. 400 West Capitol Avenue 2840 Regions Center Little Rock, Arkansas 72201 Tel: (501) 372-5800 Fax: (501) 372-4941 The events necessitating the Debtor's chapter 11 filing stem from operating losses of the Debtor's coal mining business, which prevented the Debtor from paying its debts and satisfying its state and federal regulatory obligations in the ordinary course of business. Recently, the Debtor replaced prior management and brought in a new consultant to assess the conditions at the mine and advise on future operations. Nevertheless, the Debtor believes that its business can be profitable and is confident that the chapter 11 case will allow sufficient time to stabilize its operations to maximize the value of its estate for the benefit of creditors and other parties-in-interest. About Heidtman Mining Heidtman Mining LLC is a coal mining company registered to conduct business as a foreign entity in the state of Arkansas. Heidtman owns and operates a mine in Hartford, Arkansas; however, the mine is currently idle. HENDRICKS FURNITURE: Gets Interim Approval to Use $2MM BB&T Loan ---------------------------------------------------------------- The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina authorized Hendricks Furniture Group LLC and its debtor-affiliates to obtain $2 million in postpetition financing from Branch Bank and Trust Company. The Debtors owe about $21 million to the lender from prepetition loans. The DIP financing will incur interest at prime plus 2%. Proceeds from the DIP facility will be used to pay the expenses of operating their businesses including without limitation, salaries, administrative and leasing costs, utilities, services, repairs, maintenance, insurance cost and acquisition of inventory in their capacity as debtors-in-possession, according to the Debtors. A hearing is set for June 29, 2009, at 2:00 p.m., to consider final approval of the DIP facility. Objections, if any, are due June 12, 2009. Headquartered in Hickory, North Carolina, Hendricks Furniture Group LLC -- http://www.boyles.com/-- make and sell furniture. The company and two of its affiliates filed for Chapter 11 protection on June 10, 2009 (Bankr. W.D.N.C. Lead Case No. 09-50790). Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A., represents the Debtors' in their restructuring efforts. The Debtors posted assets between $50 million and $100 million, and debts between $10 million and $50 million. HENDRICKS FURNITURE: Proposes Rayburn Cooper as Bankr. Counsel -------------------------------------------------------------- Hendricks Furniture Group, LLC, and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, to hire Rayburn Cooper & Durham, P.A., as bankruptcy counsel effective June 10, 2009. RC&D has informed the Debtors that its billing rates for the year 2009 vary from $260 to $550 per hour for partners, $180 to $250 per hour for associates and $125 per hour for paraprofessionals. RC&D will also seek reimbursement of actual and necessary expenses incurred in its representation of the Debtors. RC&D will, among other things, (i) provide legal advice with respect to the Debtors' powers and duties; (ii) prepare and pursue confirmation of a plan and approval of a disclosure statement, and (iii) prepare on behalf othe Debtors necessary applications, motions, answers, orders, reports and other legal papers. Albert F. Durham, Esq., a member of RC&D, assures the Bankruptcy Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm may be contacted at this address: Albert F. Durham, Esq. Rayburn Cooper & Durham, P.A. 1200 Carillon, 227 W. Trade St. Charlotte, NC 28202 Tel: 704-334-0891 Based in Hickory, North Carolina, Hendricks Furniture Group, LLC -- http://www.boyles.com/-- is comprised of Boyles Distinctive Furniture, with five retail locations across North and South Carolina, and rug importer and distributor Naja Rugs. Hendricks and its sister company Classic Moving and Storage, serve customers throughout the U.S. Hendricks Furniture Group and two affiliates filed for Chapter 11 protection on June 10, 2009 (Bankr. W.D. N.C. Lead Case No. 09-50790). Judge J. Craig Whitley presides over the cases. Albert F. Durham, Esq., at Rayburn, Copper & Durham, P.A., serves as bankruptcy counsel. When they filed for bankruptcy, the Debtors disclosed assets to be within $50 million to $100 million and debts to be within $10 million to $50 million. HENRY DUNAY DESIGNS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Henry Dunay Designs, Inc. 22 W.48th Street New York, NY 10036 Bankruptcy Case No.: 09-13969 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Jay L. Silverberg, Esq. Sills Cummis & Gross One Rockefeller Center New York, NY 10022 Tel: (212) 500-1587 Email: jsilverberg@sillscummis.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Henry Dunay, president of the Company. HUNTSMAN CORP: Cuts $1.7BB Settlement With Banks on Failed Merger ----------------------------------------------------------------- Huntsman Corporation has reached agreement with Credit Suisse and Deutsche Bank to settle Huntsman's claims and end the ongoing trial against them in Texas state court for fraud and tortious interference in connection with Huntsman's terminated merger agreements with Basell and Hexion Specialty Chemicals, Inc. Under the terms of the settlement agreement, the Banks were to provide to Huntsman on Tuesday: -- $620 million in cash -- $500 million senior secured term loan financing, 7-year term at LIBOR + 2.25%; -- $600 million unsecured note financing, 7 year term at 5.5% -- $12 million reimbursement of litigation costs Including the $1.0 billion settlement with Hexion and Apollo in December of 2008, cumulative settlement proceeds total in excess of $2.7 billion. In their statement, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. said they have chosen to resolve the matter for $316 million each. In addition, Credit Suisse and Deutsche Bank will each provide $550 million of senior debt financing to Huntsman International LLC, a subsidiary of Huntsman, to be repaid over seven years. These loans will benefit Huntsman's capital structure and strengthen the Banks' historically strong lending relationships with Huntsman. The Banks said, "While we believe strongly in the merits of our case, we felt it was in our best interests to resolve the litigation for $316 million each. We are pleased to have the litigation behind us." Huntsman said the settlement proceeds from the Banks will be used to repay certain of its outstanding indebtedness and further enhance the company's liquidity. The company intends to continue to pay its quarterly dividend of $0.10 per share. It is currently expected that Huntsman will use settlement proceeds to repay its $295 million of senior secured notes (due 2010, rate of 11.625%). Huntsman also intends to substantially reduce the size of its current revolving credit facility due 2010. Huntsman expects the $620 million of cash proceeds to incur cash taxes at a rate of approximately 23% which will eliminate its domestic tax net operating loss position. Peter Huntsman, President and CEO, stated, "This settlement with the Banks marks a very successful conclusion to this litigation for the company and all of its stakeholders. The cash and financing will enhance our already enviable cash position to more than approximately $1.7 billion and provide us much greater flexibility as we manage our business. The financing offers us a much lower average cost of borrowing and extends the maturities of our borrowings such that the earliest meaningful maturity is July 2012. We are well positioned to prosper as we move forward past this concern." Jon M. Huntsman, Founder and Executive Chairman of Huntsman Corporation, commented, "I am very pleased with this settlement by the Banks. Our officers and trial team did an outstanding job at trial and I believe this settlement reflects those efforts and the integrity with which our company conducts its business. We will put these proceeds to good use as we press forward to write the next successful chapter of our company history." Pro forma net debt as of March 31, 2009 reduces from $3.3 billion to $2.8 billion. A summary of the company's debt, pro forma adjusted to include the likely use of settlement proceeds: Huntsman Corporation Pro Forma Capitalization as of March 31, 2009 Pro forma $in Millions 03/31/09 Adjustments 03/31/09 -------- ----------- --------- Debt: Senior Secured Credit Facility 1,524 500(a) 2,024 Senior Secured Notes 295 (295) - Senior Notes 198 600(a) 798 Sr Subordinated Notes 1,238 - 1,238 Other Debt 284 - 284 HC Convertible Notes 235 - 235 Total Debt 3,774 805 4,579 Total Cash 473 1,271(b) 1,744 Net Debt $3,301 $2,835 Off Balance Sheet A/R Securitization $328 $328 (a) Bank settlement financing at face value, future GAAP financial statements will reflect at fair market value which may differ from the face amount. (b) Cash adjustments exclude the benefit of litigation reimbursement costs of up to $12 million and are net of estimated cash taxes of $144 million. About Huntsman Huntsman Corp. -- http://www.huntsman.com/-- is a global manufacturer and marketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman has more than 12,000 employees and operates from multiple locations worldwide. The Company had 2008 revenues exceeding $10 billion. * * * As reported by the Troubled Company Reporter on April 20, 2009, Huntsman International LLC, a wholly owned subsidiary of Huntsman Corporation, entered into a waiver to its $650 million revolving credit facility dated August 16, 2005, with Deutsche Bank AG New York Branch, as administrative agent, and the financial institutions party thereto as lenders. The waiver relaxes the senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00 to 1.00 for the period measured June 30, 2009, through June 30, 2010. The waiver, among other things, also modifies the definition of Consolidated EBITDA and permits Huntsman International LLC to add back any lost profits attributable to Hurricanes Gustav and Ike that occurred in 2008. Additionally, the amount of Permitted Non-Cash Impairment and Restructuring Charges was increased from $100 million to $200 million. As reported by the TCR on March 19, 2009, Standard & Poor's Ratings Services said it lowered its ratings on Huntsman Corp., including its corporate credit rating to 'B' from 'BB-'. The ratings remain on CreditWatch with negative implications. At the same time, S&P assigned its '5' recovery rating, indicating the expectation of modest recovery (10%-30%) in the event of a default, to Huntsman International LLC's existing $300 million senior unsecured notes. S&P also assigned a '6' recovery rating, indicating the expectation of negligible recovery (0%-10%) in the event of a default, to Huntsman International LLC's existing subordinated notes aggregating $1.285 billion. IDEARC INC: Deregisters Unsold Shares Related to Employee Plans --------------------------------------------------------------- Idearc Inc. filed a Post-Effective Amendment on Form S-8 with the Securities and Exchange Commission to deregister all shares of common stock and plan interests not sold pursuant to Registration No. 333-141604 filed on Form S-8 on March 27, 2007. The Registration Statement, the Company explains, registered 6,000,000 shares of Idearc common stock, par value $0.01 per share, which were to be offered and sold pursuant to the Idearc Savings Plan for Management Employees, the Idearc Savings and Security Plan for New York and New England Associates and the Idearc Savings and Security Plan for Mid-Atlantic Associates. The plans were collectively merged effective December 31, 2008, and renamed The Idearc Savings Plan. On November 17, 2008, the Company terminated the Plan feature that allowed Plan participants to invest in Idearc stock funds holding shares of Common Stock. Accordingly, as of November 17, 2008, no new investments in Common Stock could be made under the Plan. Idearc also made a Form 15 filing with the Commission to terminate the registration of common stock and plan interests associated with the Idearc Savings Plan for Management Employees, the Idearc Savings and Security Plan for New York and New England Associates and the Idearc Savings and Security Plan for Mid-Atlantic Associates. About Idearc Inc. Headquartered in DFW Airport, Texas, Idearc Inc. (NYSE: IAR) -- http://www.idearc.com/-- fka Verizon Directories Disposition Corporation, provides yellow and white page directories and related advertising products in the United States and the District of Columbia. Products include print yellow pages, print white pages, Superpages.com, Switchboard.com and LocalSearch.com, the company's online local search resources, and Superpages Mobile, their information directory for wireless subscribers. Idearc is the exclusive official publisher of Verizon print directories in the markets in which Verizon is currently the incumbent local exchange carrier. Idearc uses the Verizon brand on their print directories in their incumbent markets, well as in their expansion markets. Idearc and its affiliates filed for Chapter 11 protection on March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors in their restructuring efforts. The Debtors have tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on an official committee of unsecured creditors of Idearc Inc. and its debtor-affiliates. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-counsel. The Debtors' financial condition as of December 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. ION MEDIA: U.S. Trustee Appoints 4 Members to Creditors Panel ------------------------------------------------------------- The United States Trustee for Region 2 has appointed four members to the Official Committee of Unsecured Creditors in the bankrujptcy cases of ION Media Networks, Inc. The Committee members are: -- Wilmington Trust Company -- Manufacturers & Traders Trust Company -- CBS Studios, Inc. and King World Prods, Inc. -- Richland Towers - NYC LLC As reported by the Troubled Company Reporter on May 20, 2009, ION Media filed for Chapter 11 protection after reaching an accord with a group of holders of over 60% of its first lien senior secured debt on the terms of a pre-negotiated financial restructuring that would extinguish all of its indebtedness through a debt-to-equity conversion. The financial restructuring contemplates extinguishing over $2.7 billion in legacy indebtedness and preferred stock and capitalizing the company with a $150 million new funding commitment underwritten by a group of first lien holders. Participation in the new funding commitment, which is part of a $300 million facility that converts into equity upon completion of the restructuring, will be made available to all holders of ION's first lien senior secured debt. About ION Media Networks, Inc. ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and operates the nation's largest broadcast television station group and ION Television, which reaches over 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, and features popular TV series and movies from the award-winning libraries of RHI Entertainment, CBS Television, NBC Universal, Sony Pictures Television, Twentieth Television and Warner Bros., among others. Using its digital multicasting capability, the Company has launched several digital TV brands, including qubo, a channel for children focusing on literacy and values, and ION Life, a channel dedicated to active living and personal growth. It also has launched Open Mobile Ventures Corporation, a business unit focused on the research and development of portable, mobile and out-of-home transmission technology using over-the-air digital television spectrum. The Company and its affiliates filed for Chapter 11 bankruptcy protection on May 19, 2009 (Bankr. S.D. N.Y. Case No. 09-13125). Holland & Knight LLP is the Debtors' corporate counsel. Moelis & Company LLC is the Debtors' financial advisor. Ernst & Young LLP is the Debtors' tax advisor, and Kurtzman Carson Consultants LLP is the Debtors' notice, claims and balloting agent. The Debtors listed $1,855,000,000 in assets and $1,936,000,000 in debts as of April 30, 2009. IPCS INC: Moody's Affirms Corporate Family Rating at 'B3' --------------------------------------------------------- Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate family and probability of default ratings, B1 rating of the Company's 1st lien notes and the Caa1 rating of 2nd lien notes. As part of the rating action, Moody's changed the rating outlook to stable from developing and raised the Company's liquidity rating to SGL-2, from SGL-3. The ratings affirmation follows a review of iPCS's operating and financial results as well as an evaluation of the Company's operating environment, and serves to reiterate Moody's opinion of the Company's credit fundamentals expected over the next couple of years. Moody's changed iPCS's ratings outlook to stable from developing to reflect the resolution of iPCS's lawsuit against Sprint in favor of iPCS, as Sprint announced that it plans to divest certain iDEN assets in the Midwestern markets to comply with an Illinois court ruling. Moody's has taken these rating actions: Issuer: iPCS, Inc. * Corporate Family Rating -- Affirmed B3 * Probability of Default Rating -- Affirmed B3 * US$300M First Lien Senior Secured Floating Rate Notes due 2013 - - Affirmed B1, LGD 2 - 27% * US$175M Second Lien Senior Secured Floating Rate Notes due 2014 -- Affirmed Caa1, LGD5 - 76% (changed from LGD5 - 75%) Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: -- Outlook, Changed To Stable From Developing The B3 corporate family rating reflects iPCS's challenging business model as a small, regional operator that does not own the spectrum on which it operates, and the Company's high financial risk, including its elevated leverage and weak, albeit improving, free cash flow generation. In addition, the rating is constrained by iPCS's difficult operating relationship with Sprint Nextel. The rating also considers iPCS's highly competitive operating environment amid slowing post-paid subscriber growth as the average wireless penetration rate approaches 90% in the U.S. iPCS's rating is supported by the strategic advantages it derives from its affiliate agreements with Sprint PCS and the Company's improved operating performance driven by strong business execution. iPCS's ability to continue growing its subscriber base is especially noteworthy in light of the problems that Sprint Nextel continues to encounter with its post paid subscriber base and iPCS's lack of a pre-paid offering. The stable outlook reflects Moody's expectations that iPCS's credit profile will improve modestly over the next 12-to-18 months driven by its good operating performance, and that the Company will maintain good liquidity over the same period. However, the rating agency believes that the Company's difficult operating relationship with Sprint, which may be further strained by the new litigation between the two companies concerning the Clearwire entity, will likely limit any meaningful improvement in the Company's credit profile that might lead to a rating upgrade. iPCS's SGL-2 liquidity rating indicates the Company's good liquidity over the next twelve months. Moody's expects the Company's $70 million of cash balances at the end of March '09 and projected free cash flow of approximately $20 million over the next twelve months are sufficient to fund its cash obligations over the same period. Moody's most recent rating action related to iPCS was on 9 April 2007 when Moody's affirmed the Company's B3 corporate family rating and changed the outlook to developing. Headquartered in Schaumberg, IL, iPCS is an affiliate of Sprint Nextel Corporation. IRVINE SENSORS: Inks $2 Million Financing Facility With Summit -------------------------------------------------------------- Irvine Sensors Corporation entered into a Financing Agreement with Summit Financial Resources, L.P., for accounts receivable factoring, pursuant to which the Company may borrow up to $2 million based on available accounts receivable and under which the Company pledged as collateral and granted a security interest in, among other things, all of its inventory, accounts, equipment, general intangibles (other than intellectual property), investment property, leases, chattel paper and notes payable to the Company. As of June 16, 2009, Summit has advanced roughly $650,000 to the Company, of which roughly $245,200 was paid to the Company's senior lenders, Longview Fund, L.P., and Alpha Capital Anstalt, under an Intercreditor Agreement, to satisfy certain indemnification obligations owed by the Company to the Senior Lenders. The initial term of the Summit Agreement is one year, which will automatically renew for successive one-year periods unless notice of non-renewal is provided by the Company at least 60 days prior to the expiration of a term. Under the Agreement, Summit is entitled to an origination fee of $20,000, renewal fees of $20,000 for each term of renewal and termination fees of the greater of $40,000 or certain supplemental fees. Summit may from time to time, in its discretion, purchase acceptable accounts receivable of the Company on a recourse basis at a purchase price equal to the face amount of each of the purchased accounts less (a) 1.1% of the face amount of each purchased account for the first 30 days such account remains outstanding and (b) 0.55% of the face amount of such purchased account for each successive period of 15 days such account remains outstanding -- Collateral Management Fees -- plus other charges and supplemental fees. Such purchase price generally will be payable 80% upon purchase of the account and the remainder upon collection in full from the account debtor. Interest will accrue on the amounts advanced by Summit, until collected from the account debtors, at a rate equal to the prime rate plus 2%, which could increase to a rate equal to the prime rate plus 12% upon the occurrence of certain events of default. If a purchased account becomes 90 days past due or is determined to no longer be an acceptable account, the Company is obligated to repurchase such account from Summit for the amount of the outstanding advance against such account plus accrued interest and Collateral Management Fees thereon. There can be no assurance that the Company's accounts receivable will be acceptable. Under the Agreement, the prior written consent of Summit is required for any sale, assignment or other transfer of more than 25% of the stock of the Company, or the current directors of the Company fail to constitute a majority of the Company's Board of Directors, or the president or any other executive officer of the Company resigns, is terminated or otherwise ceases to function in such position. Summit also has a right of first refusal with respect to any refinancing of the factoring arrangement. The Company notes that the Senior Lenders consented to the Summit transactions, agreed to subordinate their outstanding loans to advances made by Summit under the Agreement, agreed to subordinate regularly scheduled payments under their loans in the event of default under the Agreement and agreed that their loans would not be prepaid without Summit's consent so long as amounts remain outstanding under the Agreement. The Company has agreed to indemnify Summit and the Senior Lenders for losses incurred by them in connection with the Intercreditor Agreement. About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. As of December 28, 2008, the Company's balance sheet showed total assets of $8,101,000 and total liabilities of $18,221,200, resulting in total stockholders' deficit of $10,120,200. Grant Thornton LLP in Irvine, California, in a letter dated January 9, 2009, pointed out that the Company incurred net losses of $21.6 million, $22.1 million, and $8.4 million for the years ended September 28, 2008, September 30, 2007, and October 1, 2006, respectively, and the Company has a working capital deficit of $16.1 million at September 28, 2008. "These factors, among others, raise substantial doubt about the company's ability to continue as a going concern." KB HOME: Moody's Downgrades Corporate Family Rating to 'B1' ----------------------------------------------------------- Moody's Investors Service downgraded all of the ratings of KB Home, including its corporate family rating to B1 from Ba3, its probability of default rating to B1 from Ba3, and its senior notes' rating to B1 from Ba3. Moody's affirmed the company's speculative grade liquidity rating at SGL-2. The outlook remains negative. The downgrades reflect Moody's expectation that the company will continue to post operating losses, remains exposed to asset impairment charges, and that its pace of cash generation will slow as further inventory reduction grows more challenging. The pace of cash generation decelerated over the last twelve months to $422 million of cash flow from operations during the trailing twelve month period ended February 28, 2009, compared to $1.4 billion in the comparable period one year ago. Future cash flow generation will depend on sustained inventory reduction, and returning to profitability, which remains difficult to accomplish in an environment of declining prices, slow sales, and intense competition. The downgrades also reflect Moody's expectation that the company's debt leverage will increase, cushion under financial covenants will narrow, and pre-impairment losses will continue. KB Home's debt leverage of 72.5% at February 28, 2009 (adjusted for operating leases and recourse joint venture debt) is more often associated with a single-B or lower rating. Further, the headroom under the company's tangible net worth covenant is expected to narrow as impairments and continued pre-impairment operating losses erode the company's book equity. Moody's also notes that the company's potential joint venture exposure is higher than most of its peers. At the same time, the ratings acknowledge the company's large cash position relative to its debt and assets. Additionally, the company has no debt maturities before 2011 and no contemplated revolver usage for at least the next 12 months other than for letters of credit. Further, KB Home remains the industry leader in terms of percentage reduction in homebuilding debt over the past two years. The speculative grade liquidity rating assignment looks ahead 12- 18 months as contrasted with the longer term horizon used to derive the corporate family rating, and is much more volatile as a result. The SGL-2 rating takes into consideration KB Home's very good internal liquidity, given its $1 billion of cash, contrasted with less solid external liquidity (defined as committed revolver availability), and projected covenant compliance, and somewhat limited opportunities to monetize excess assets quickly. The negative rating outlook reflects risks associated with general economic weakness that may continue to hamper new household creation and new home purchases, industry wide lack of pricing power, and large inventory of unsold homes including foreclosures in most markets. These rating actions were taken: -- Corporate family rating lowered to B1 from Ba3; -- Probability of default rating lowered to B1 from Ba3; -- Senior unsecured notes rating lowered to B1 (LGD4, 57%) from Ba3 (LGD4, 54%); Speculative grade liquidity assessment affirmed at SGL-2. Moody's last rating action for KB Home occurred on November 26, 2008, at which time Moody's lowered the company's corporate family rating to Ba3 from Ba2. Headquartered in Los Angeles, KB Home is one of the country's largest homebuilders, with homebuilding revenues and consolidated net income for the trailing twelve-month period ended February 28, 2009, of $2.5 billion and -$766 million, respectively. LANDMARK FBO: Moody's Downgrades Corporate Family Rating to 'Caa2' ------------------------------------------------------------------ Moody's Investors Service downgraded the debt ratings of Landmark FBO, LLC, including the corporate family and probability of default ratings to Caa2 from Caa1. The rating outlook is negative. The downgrades reflect Landmark's weakened financial profile given the impact of sharp declines in general aviation activity since last year and Landmark's high financial leverage and poor liquidity. Earnings have fallen short of expectations since Landmark commenced operations in a leveraged transaction which was completed in early 2008. The combination of volatile oil prices, general aviation volume that was weaker than plan, and integration costs contributed to this shortfall. In addition, Landmark increased its debt since the original transaction through modest additional acquisitions. Given the trend of higher fuel prices with little near-term improvement anticipated in the general aviation market, earnings and cash flow are likely to be pressured down. By utilizing the revolving credit to fund a portion of those acquisitions, the company has limited alternate liquidity available. Consequently, the ratings were lowered to reflect the weakened financial condition with little near-term improvement anticipated. The negative outlook reflects the expectation that general aviation volumes will likely remain soft yet Landmark has limited liquidity and financial alternatives to manage through a protracted market decline. Ratings changes: -- Corporate family to Caa2 from Caa1 -- Probability of default to Caa2 from Caa1 -- $30 million first lien revolver due 2014 to B3, LGD 3, 32% from B2, LGD 3, 32% -- $187 million first lien term loan due 2015 to B3, LGD 3, 32% from B2, LGD 3, 32% -- $120 million second lien term loan due 2016 to Caa3, LGD 5, 82% from Caa2, LGD 5, 83% Moody's last rating action on Landmark was on January 12, 2009 when the corporate family rating was downgraded to Caa1 from B3. Landmark FBO, LLC, headquartered in Houston, Texas operates 41 bases for general aviation services across North America and Western Europe. Principal offerings include refueling, light maintenance and repair of private jets, fuel logistics for the Department of Defense, replacement parts as well as airplane parking, cleaning and chartering on behalf of owners. Annual revenues are approximate $400 million (excluding certain un- restricted subsidiaries). LAS VEGAS MONORAIL: Fitch Cuts Rating on Bonds to 'C' ----------------------------------------------------- Fitch Ratings has downgraded the underlying rating on the $451.4 million in outstanding Director of the State of Nevada Department of Business and Industry Las Vegas Monorail project revenue bonds, 1st tier, series 2000 to 'C' from 'CC'. The Las Vegas Monorail Co. is the nonprofit public-benefit corporation responsible for the project. A 'C' category rating means that default of some kind appears imminent or inevitable. Fitch downgraded the bonds to 'CC' in July 2007. Fitch does not rate the $149.2 million in outstanding Las Vegas Monorail project revenue bonds, 2nd tier, series 2000, and the $48.5 million in outstanding Las Vegas Monorail project revenue bonds, 3rd tier, series 2000. The downgrade reflects the continued drain on internal liquidity due to continued weak ridership trends and lower than expected fare revenues. Fitch anticipates available internal liquidity to continue to be drained consistent with the previous estimate in August 2008, and last for approximately one year. Additionally, $21 million in a surety bond provided by Ambac Assurance Corporation (not rated by Fitch) comprising first-tier debt service reserve funds will likely be drawn upon in the upcoming July 2009 debt service payment. In the event that there is a performance issue on the Ambac surety, funds will likely be insufficient to make the next first-tier debt service payment. Fitch's 'C' rating on the first-tier bonds reflects an extremely constrained financial environment stemming from continued declines in monthly revenues for the first five months of calendar 2009 as compared to the first five months of 2008 despite a $1 fare increase on the unlimited One-Day Pass. Strong competition from buses on the Las Vegas strip and taxis continue to contribute to the monorail's deteriorating financial position. Despite management's efforts in recent years to raise and lower fares in efforts to stimulate revenue growth or establish a larger ridership base, fare revenues have failed to grow to levels sufficient to pay debt service. January to May year-to-date average daily ridership decreased by 23.6% to 17,027 from 22,238 in 2008, primarily due to an increase in the unlimited daily fee to $13 from $12 which now accounts for 28% of tickets sold, down from approximately half that in 2008. The decrease also reflects lower visitor volumes, air traffic, and convention attendance overall in the region. The average fare in May 2009 increased to $4.45 from $3.52 in May 2008. Despite the toll increase, average daily revenues decreased by 5.9% to $76,105 for the first five months of calendar 2009. Some of the reduction is likely attributable to the economic downturn given that average fares are now at levels comparable to 2006 and ridership and revenue numbers are approximately 16% below 2006 levels. Additionally, overall visitor volume in Las Vegas was down 4.4% in 2008. Given the trend in ridership in the first five months, Fitch believes there is a strong likelihood that total fare revenues for 2009 will be lower than last year. Monorail demand remains weak, in part due to the lack of marketing partnerships with the casinos and more recently weak economic conditions. To the extent management's efforts are more successful than in the past, liquidity may last longer; however, this appears unlikely given the reduction in visitor volumes at Las Vegas. Fitch cannot rule out the possibility of additional fare adjustments to build ridership with the goal of establishing a firm base level of demand; however, efforts to date have failed to generate sufficient net revenues for debt service. Fitch believes the monorail retains some ability to increase ridership levels if it is perceived that the monorail provides a superior competitive means of transportation. The fare structure changed slightly in 2008, with a $1 increase to the unlimited day pass, and streamlining of options with only local and single rides and one- and three-day unlimited passes currently available. In May 2008, the company hired Conway Del Genio Gries as chief restructuring officer at the request of Ambac, the insurer of the first-tier bonds, with whom the company and the trustee entered into a forbearance agreement. At the suggestion of CDG's report in September 2008, the company is continuing to implement recommended changes in efforts to boost revenue and reduce expenses. With higher than expected sensitivity to the fare increase and an overall lower base of ridership, fare revenues continue to be insufficient to meet the monorail's debt service obligations. After the recent January 2009 debt service payment, debt service reserve fund amounts are $3.7 million and $3.3 million for the first and second tiers, respectively. Additionally, approximately $21 million remains in a surety bond held with Ambac. Beginning in January 2008 and continuing in July 2008 and January 2009, there have been draws from the cash portion of the first- and second-tier debt service reserve funds. Internal liquidity consisting of the first-tier bonds debt service reserve fund and the second-tier bonds debt service reserve fund only provides a near-term cushion to lower than expected fare revenues and are available to pay debt service. Additionally, excess proceeds in the construction fund total approximately $3.4 million, some of which can be used to pay debt service in an event of default. Due to continued declines in ridership and revenues, Fitch estimates that fare revenues combined with internal liquidity will likely not be adequate to meet first-tier bonds debt service obligations beyond 2010, while the second-tier bonds would encounter payment problems earlier. At best, debt service payment problems may only be marginally deferred with better than expected ridership levels. LVMC is required to set rates so that revenues available after operations and maintenance expenses cover first-tier bonds debt service at least 1.40 times (x) and all debt service obligations by 1.10x. LVMC is currently in technical default as a result of not being in compliance with this covenant. Fitch believes it is unlikely that LVMC will meet this covenant for the foreseeable future given the significantly lower than expected financial performance. The first-tier bonds are limited obligations payable from monorail fare and other operating revenues after operations and maintenance expenses and prior to the payment of second- and third-tier bonds. The monorail project consists of an extension and upgrade of an existing 0.8-mile monorail between the MGM Grand Hotel and Casino to Bally's Hotel and Casino and construction of three miles of new guideway from Bally's north to the Sahara Hotel and Casino. Seven stations are located along the alignment serving major hotels, attractions, and the Las Vegas Convention Center along the Las Vegas Strip. Monorail management continues to analyze plans to extend the monorail to Las Vegas McCarran International Airport in order to enhance ridership. LEVEL 3: Files Revised Financials to Reflect FSP APB 14-1 --------------------------------------------------------- Level 3 Communications Inc. filed revised audited consolidated financial statements as of December 31, 2008, and 2007 and for each of the years in the three-year period ended December 31, 2008, to reflect the retrospective application of FASB Staff Position No. APB 14-1. On May 9, 2008, the Financial Accounting Standards Board issued FASB Staff Position No. APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)," which requires issuers of a certain type of convertible debt to separately account for the debt and equity components of the convertible debt in a way that reflects the issuer's borrowing rate at the date of issuance for similar debt instruments without the conversion feature. FSP APB 14-1 applies to two convertible debt issuances of Level 3, the 5.25% Convertible Senior Notes due 2011 and the 3.5% Convertible Senior Notes due 2012. FSP APB 14-1 became effective for Level 3 on January 1, 2009, and requires retrospective application. A full-text copy of the revised financial statements is available at no charge at http://ResearchArchives.com/t/s?3e17 LEVEL 3: Unit Inks 20-Year Service Pact with Multinational Client ----------------------------------------------------------------- Effective June 4, 2009, Level 3 Communications, LLC, an indirect, wholly owned subsidiary of Level 3 Communications, Inc, entered into a contract with a major multinational customer. Level 3 LLC and its affiliates will provide the customer a broad array of products and services across the Level 3 network. The contract, which has an initial 20-year term, has a minimum revenue commitment over the first four years of roughly $140 million. The terms and conditions of the contract are subject to a confidentiality agreement between Level 3 LLC and the customer. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. As reported by the Troubled Company Reporter on March 9, 2009, Moody's Investors Service confirmed Level 3 Communications, Inc.'s (Level 3) Caa1 corporate family rating while downgrading the company's probability of default rating to Caa2 from Caa1 and positioning the ratings outlook as negative. Concurrently, the company's SGL-2 speculative grade liquidity rating (indicating good near-term liquidity) was affirmed, and, owing to changes in the company's consolidated waterfall of liabilities stemming from recent tender offer activity as well as the PDR revision, certain ratings and loss given default assessments for individual debt instruments were adjusted (see ratings listing below). The rating actions conclude a review initiated on November 24, 2008. As reported by the TCR on May 6, 2009, Standard & Poor's Ratings Services assigned its 'B+' rating to the $60 million add-on to Level 3 Financing Inc.'s secured bank loan, which was originally $220 million. The recovery rating on the loan is '1', indicating prospects of very high (90%-100%) recovery in the event of a payment default. The corporate credit rating of parent Level 3 Communications Inc. is 'B-', with a stable outlook. LEXICON UNITED: Reports $497,256 Total Deficit at March 31 ---------------------------------------------------------- Lexicon United Incorporated filed a Form 10-Q/A with the Securities and Exchange Commission to restate its unaudited financial report for the three months ended March 31, 2009. The Company filed the original report in May 2009. In its restated quarterly report, the Company reported $2,888,586 in total assets and $3,385,842 in total liabilities resulting in total Lexicon Stockholders' deficit of $448,999 at March 31, 2009. The Company also reported $48,257 in non-controlling interest resulting in total deficit of $497,256 at March 31. The Company posted a net loss of $241,285 during the three-month period. The Company notes that it has an accumulated deficit of $3,151,260 and negative working capital of $2,513,948 at March 31, 2009. According to the Company, management's plans include raising adequate capital through the equity markets to fund future operations and generating of revenue through its businesses. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. The Company, however, cautions that even if it does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. "These matters raise substantial doubt about the Company's ability to continue as a going concern," the Company says. About Lexicon United Inc. Lexicon United Inc. was incorporated on July 17, 2001, in the state of Delaware. The company was a "blank check" company and had no operations other than organizational matters and conducting a search for an appropriate acquisition target until Feb. 27, 2006, when it completed an acquisition transaction with ATN Capital E Participacoes Ltda, a Brazilian limited company that had commenced business in April 1997. ATN is engaged in the business of managing and servicing accounts receivables for large financial institutions in Brazil. MAGNACHIP SEMICONDUCTOR: Lenders Require Plan OK by Sept. 25 ------------------------------------------------------------ Magnachip Semiconductor Finance Company and its affiliates sought permission under Section 363 of the Bankruptcy Code from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral, and provide adequate protection to their prepetition lenders in exchange for the use of cash collateral. The Debtors propose to use cash collateral in accordance with an approved budget. The budget allows the Debtors to disburse a total of $8,769,000 from cash receipts expected to total $7,441,000 during the period June to September 2009. A copy of the budget is available for free at: http://bankrupt.com/misc/MagnaChip_CashBudget.pdf The use of cash collateral will terminate upon failure to satisfy these milestones: (a) The filing of a joint plan of liquidation by June 29, 2009. (b) Court approval of a disclosure statement in respect of the Plan by August 3, 2009. (c) Entry of an order by the Court confirming the Plan by September 25. (d) consummation of the sale of the assets of Magnachip's Korean subsidiary by October 7, 2009. Entities with interest in the Debtors' assets, including cash are (a) UBS AG, Stamford Branch, as administrative agent to first-lien lenders owed $95,000,000 as of the Petition Date and (b) The Bank of New York, as trustee for holders of second lien notes in the amount of $500,000,000. To the extend to any postpetition diminution in value of the prepetition collateral, the prepetition lenders will be granted (i) a replacement interest in the Debtors' assets, (ii) allowed claims under Sections 503(b), 507(a)(1) and 507(b)(1) of the Bankruptcy Code. The Debtors will also pay, as and when due, all interest (at the default rate), fees and expenses payable pursuant to the first lien credit agreement. The official committee of unsecured creditors will have 60 days after its appointment to challenge the validity of the liens of the prepetition lenders. The First Lien Lenders have consented to the use of cash collateral. About MagnaChip Semiconductor MagnaChip Semiconductor -- http://www.magnachip.com/-- designs, develops, and manufactures mixed-signal and digital multimedia semiconductors addressing the convergence of consumer electronics and communications devices. MagnaChip also provides wafer foundry services utilizing CMOS high voltage, embedded memory, and analog and power process technologies for the manufacture of IC's for customer-owned designs. As of Dec. 31, 2009, MagnaChip had assets of $425 million against debts of $1.04 billion as of Dec. 31, 2008. MagnaChip Semiconductor LLC and its affiliates filed for Chapter 11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009). Judge Peter J. Walsh handles the case. James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are bankruptcy counsel to the Debtors. Omni Management Group LLC is the Debtors' claims agent. MAGNACHIP SEMICONDUCTOR: Proposes Pachulski Stang as Counsel ------------------------------------------------------------ MagnaChip Semiconductor Finance Company and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as counsel, nunc pro tunc to June 12, 2009. Pachulski Stang will, among other things, (a) provide legal advice with respect to the Debtors' powers and duties as debtors-in- possession in the continued operation of their business, (b) prepare on behalf of the Debtors necessary motions, answers, orders, reports and other legal papers, (c) appear in Court on behalf of the Debtors, and (d) prepare and pursue confirmation of a plan and approval of a disclosure statement. The principal attorneys at Pachulski designated to represent the Debtors are: Hourly Rate ----------- Richard M. Pachulski $850 Laura Davis Jones 795 Debra Grassgreen 695 James E. O'Neill 535 Joshua M. Fried 535 Patricia Jeffries 225 The hourly rates will cover fixed and routine overhead expenses. However, Pachulski will charge for all other expenses incurred in connection wit the representation. Pachulski Stang has received payments from the Debtors during the year prior to the Petition Date in the amount of $2,030,735 in connection with its prepetition representation of the Debtors. Pachulski Stang asserts that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About MagnaChip Semiconductor MagnaChip Semiconductor -- http://www.magnachip.com/-- designs, develops, and manufactures mixed-signal and digital multimedia semiconductors addressing the convergence of consumer electronics and communications devices. MagnaChip also provides wafer foundry services utilizing CMOS high voltage, embedded memory, and analog and power process technologies for the manufacture of IC's for customer-owned designs. As of Dec. 31, 2009, MagnaChip had assets of $425 million against debts of $1.04 billion as of Dec. 31, 2008. MagnaChip Semiconductor LLC and its affiliates filed for Chapter 11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009). Judge Peter J. Walsh handles the case. James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are bankruptcy counsel to the Debtors. Omni Management Group LLC is the Debtors' claims agent. MAGNACHIP SEMICONDUCTOR: Wins Court Nod for Omni as Claims Agent ---------------------------------------------------------------- MagnaChip Semiconductor Finance Company and its affiliates obtained permission from the U.S. Bankruptcy Court for the District of Delaware to appoint Omni Management Group, LLC, as noticing, claims and balloting agent. The Debtors estimate that there will be approximately 500 creditors holding claims against the Debtors' estates. In addition, the Debtors believe that thousands of creditors, former employees and other parties-in-interest who require notice of various matters. According to the parties' engagement letter, Omni was selected by the Debtors at the recommendation of Richard Pachulski at Pachulski, Stang, Ziehl & Jones LLP. Omni has substantial experience as claims and notice agent and has been retained in a number of large Chapter 11 cases, including Circuit City Stores Inc., Delphi Corporation, Kimball Hill Inc. and Pilgrim's Pride Corporation. As MagnaChip's claims and noticing agent, Omni will, among other things, (i) serve as the Court's notice agent to mail certain notices to the estates' creditors and parties-in-interest, (ii) provide computerized claims, claims objections and balloting database services, and (iii) provide expertise, consultation and assistance with claim and balloting processing and with other administrative information related to the Debtors' bankruptcy cases. Omni will bill the Debtors at its normal hourly rates, which range from $35 to $250 per hour. It will also seek reimbursement of out-of-pocket expenses. Omni has received a $20,000 prepetition retainer from the Debtors. The Debtors submit that if their cases were to convert from Chapter 11 to Chapter 7, Omni will perform its duties through the conversion process and will continue its services are required; provided however, that Omni may seek to be relieved should there be insufficient funds in the Chapter 7 cases to enable the Chapter 7 trustee pay Omni's fees and expenses. About MagnaChip Semiconductor MagnaChip Semiconductor -- http://www.magnachip.com/-- designs, develops, and manufactures mixed-signal and digital multimedia semiconductors addressing the convergence of consumer electronics and communications devices. MagnaChip also provides wafer foundry services utilizing CMOS high voltage, embedded memory, and analog and power process technologies for the manufacture of IC's for customer-owned designs. As of Dec. 31, 2009, MagnaChip had assets of $425 million against debts of $1.04 billion as of Dec. 31, 2008. MagnaChip Semiconductor LLC and its affiliates filed for Chapter 11 on June 12, 2009 (Bankr. D. Del. Case NO. 09-12009). Judge Peter J. Walsh handles the case. James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are bankruptcy counsel to the Debtors. Omni Management Group LLC is the Debtors' claims agent. MANTUA LAND: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Patrick Danner at Miami Herald reports that Mantua Land Company Inc. and its affiliates have filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Florida. According to Miami Herald, Mantua Land's bankruptcy filing includes KHOC LLC and BJK LLC. Julianne R. Frank -- the attorney for the Debtors' owner, Bernie Kosar -- has asked the court to consolidate the four cases, Miami Herald states. According to the report, Ms. Frank said that she's hopeful Mr. Kosar's equity in the companies "will put us in a position to consummate a successful restructuring." Miami Herald states that KHOC holds Mr. Kosar's interest in the Florida Panthers, which reportedly is close to being sold for about $240 million. Citing Ms. Frank, Miami Herald says that BJK owns interests in various properties in St. Lucie County. Mantua Land Company Inc. is based in Weston, Florida. MARMION INDUSTRIES: Files Form 15 to Deregister Common Stock ------------------------------------------------------------ Marmion Industries Corp. made a Form 15 filing with the Securities and Exchange Commission to terminate the registration of its common stock, par value $0.001. The Company has not filed its annual report on Form 10-K for the year ended December 31, 2008, with the Commission. In an April 1 filing, the Company advised the Commission it required additional time to complete its financial statements. As reported by the Troubled Company Reporter on January 23, 2009, Marmion Industries' balance sheet at September 30, 2008, showed total assets of $2,358,315 and total liabilities of $3,772,383, resulting in a stockholders' deficit of $1,414,068. For three months ended September 30, 2008, the company posted net loss of $384,935 compared with net loss of $143,433 for the same period in the previous year. For nine months ended September 30, 2008, the company posted net loss of $537,545 compared with net loss of $2,262,075 for the same period in the previous year. The company's working capital deficit increased substantially from December 31, 2007, to September 30, 2008. In its September 2008 quarterly report, the company indicated it needs to raise additional capital to provide sufficient funds to complete the construction of its facility and for general working capital. In addition, the company needs financing to restructure the remaining outstanding debentures or retire them. The company's ability to raise additional capital, however, is hindered by the terms of the debentures, including: -- the company agreed that for the period ended on the earlier of 180 days after the registration of all shares underlying the debentures or the payment of all principal and interest due under the debentures that the company would not sell any additional securities or file any registration statements without the prior consent of the debenture holder; and -- the debentures and the warrants contain ratchet provisions if the company does enter into new financing transactions at prices less than the conversion terms of the debentures, and -- the company has granted the debenture holders a lien on all of its assets. The company noted that it was unable to raise capital as needed to complete its manufacturing facility, fund its operating expenses and pay its obligations as they become due, its ability to continue as a going concern is in jeopardy. In that event, its growth plans would be scaled back and it could be forced to cease some or all of its existing operations. About Marmion Industries Headquartered in Houston, Marmion Industries Corp. (OTC BB: MMIO) -- http://www.marmionind.com/-- manufactures and modifies heating, ventilation and air conditioning (HVAC) equipment for the petrochemical industry, specifically for hazardous location applications. The company also sells custom engineered systems for strategic industrial environments and providing commercial HVAC construction services. The explosion-proof market includes industries such as oil and gas exploration and production, chemical plants, granaries and fuel storage depots. Going Concern Doubt Sherb & Co., LLP, in New York, expressed substantial doubt about Marmion Industries Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations and working capital deficiency. MARY KALRA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Mary L. Kalra Balbir S. Kalra 2304 Glenmore Terrace Rockville, MD 20850 Bankruptcy Case No.: 09-21284 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtors' Counsel: Richard B. Rosenblatt, Esq. The Law Offices of Richard B. Rosenblatt 30 Courthouse Square, Ste. 302 Rockville, MD 20850 Tel: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb09-21284.pdf The petition was signed by the Joint Debtors. MDRNA INC: Regains Full Compliance With NASDAQ Marketplace Rules ---------------------------------------------------------------- MDRNA, Inc., received on June 22, 2009, a letter from The NASDAQ Stock Market, LLC, notifying the Company that it has regained full compliance with all requirements for remaining on The NASDAQ Global Market, specifically NASDAQ Marketplace Rule 5450(b)(2), which requires, among other things, a minimum market value of listed securities of $50.0 million (NASDAQ Marketplace Rule 5450(b)(2)(A)). "We are pleased to have regained full compliance with all Marketplace Rules to remain on the NASDAQ Global Market," stated J. Michael French, President and CEO. "Since receiving a non- compliance notice from NASDAQ in the fall of 2008, our goal has been to remain listed on the NASDAQ Global Market. Our ability to regain compliance with all of NASDAQ's listing requirements is a testament to our scientific team and our industry leading RNAi drug discovery platform. Validating our platform through two non- exclusive licensing transactions with major pharmaceutical companies, selling our contract manufacturing operations, retiring our debt to GE Capital Corporation over a five-month period, and raising over $10 million in an equity financing all contributed to both the strength of our balance sheet and our ability to comply with all NASDAQ listing requirements. We will continue to build shareholder value with the same dedication and commitment to shareholders that led us to this point." As reported by the Troubled Company Reporter, MDRNA Inc. received a NASDAQ Staff Determination on March 4, 2009, indicating that the Company has not regained compliance with Marketplace Rule 4450(a)(3) within the extension period granted to the Company through March 3, 2009. Marketplace Rule 4450(a)(3) requires a minimum $10.0 million in stockholders' equity for continued listing on The NASDAQ Global Market. In response to the March 4 letter, MDRNA requested an oral hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination and believes it will be able to show compliance with the requirement at the time of the hearing. On May 26, 2009, MDRNA announced that had regained compliance with NASDAQ Marketplace Rule 5450(a)(1), which requires a minimum $1.00 closing bid price for at least 10 consecutive trading days. About MDRNA Inc. Bothell, Washington-based MDRNA, Inc. (MRNA) -- http://www.mdrnainc.com-- is a biotechnology company focused on the development and commercialization of therapeutic products based on RNA interference (RNAi). METROMEDIA STEAKHOUSES: To Change Name to Homestyle Dining ---------------------------------------------------------- Metromedia Steakhouses Co. LP will change its name to Homestyle Dining LLC according to its Chapter 11 reorganization plan that was filed in the U.S. Bankruptcy Court for the District of Delaware, Law360 reports. Plano, Texas-based Metromedia Steakhouses Company, L.P. owned, operated and franchised family-focused restaurants operating under the Ponderosa Steakhouse and Bonanza Steakhouse brands under the Metromedia Restaurant Group. Metromedia Steakhouse and three affiliates filed Chapter 11 petitions on Oct. 22, 2008 (Bankr. D. Del. Lead Case No. 08-12490). Judge Mary Walrath handles the case. Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors in their chapter 11 cases. In its bankruptcy petition, Metromedia estimated assets of $1 million to $10 million and debts of $100 million to $500 million. Based in Plano, Tex., S & A Restaurant Corp. -- http://www.steakandale.com,http://www.steakandalerestaurants.com, http://www.bennigans.com/ -- and other affiliated entities operate the Bennigan's Grill & Tavern, and the Steak & Ale restaurant chains under the Metromedia Restaurant Group. S & A Restaurant and 38 of its affiliates filed Chapter 7 petition under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex. Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington Coleman Sloman & Blumenthal, represents the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed estimated assets of between $100,000,000 and $500,000,000 and estimated debts of between $10,000,000 and $50,000,000. The Metromedia Restaurant Group, a unit of closely held conglomerate Metromedia Company, was one of the world's leading multi-concept table-service restaurant groups, with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse restaurants in the United States and abroad. MOMENTIVE PERFORMANCE: S&P Raises Corp. Credit Rating to 'CCC-' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Momentive Performance Materials Inc. to 'CCC-' from 'SD' and its senior unsecured and subordinated debt ratings on the company to 'C' from 'D'. The recovery ratings on this debt remain unchanged at '6', indicating S&P's expectation for negligible (0% to 10%) recovery for unsecured and subordinated debtholders. "The rating actions follow Momentive's issuance of $200 million of second-lien notes due 2014 in exchange for a total of approximately $350 million of various senior unsecured and subordinated notes," said Standard & Poor's credit analyst Cynthia Werneth. All other ratings on Momentive and its subsidiaries remain unchanged. Albany, New York-based Momentive has extremely high leverage. At March 29, 2009, total adjusted debt was close to $4 billion, and total adjusted debt to EBITDA was well into the double digits. S&P adjust debt to include about $500 million of pay-in-kind seller notes at the parent holding company, about $125 million in underfunded, tax-effected postretirement obligations, and $40 million of capitalized operating leases. Operating performance deteriorated sharply in tandem with recessionary conditions and a big drop-off in customer orders across most businesses and geographies beginning in the fourth quarter of 2008. In the March quarter, EBITDA for covenant compliance was only $15 million, whereas through September 2008, it had averaged more than $100 million per quarter. The outlook is negative. S&P would lower the ratings if Momentive violates the financial covenant in its primary credit facility and this appears likely to trigger a general default. S&P could also lower the ratings if the company misses an interest payment, files for bankruptcy protection, or restructures its debt in a way that results in debtholders receiving substantially less than par value. S&P could consider an outlook revision to stable or positive or a slightly higher rating if operating performance improves significantly, the company gets some form of covenant relief or doesn't need it, and liquidity stabilizes at a level sufficient to meet ongoing operating, capital spending, and debt service requirements. However, longer term, even if earnings and cash flow recover to historical levels, debt leverage is likely to remain extraordinarily high, and the company will face refinancing risk as large portions of its debt begin to mature in 2012. MORTGAGE LENDERS: All Servicing Pact Claims Subject to Recoupment ----------------------------------------------------------------- WestLaw reports that the liability of the trustee of trusts into which pooled mortgage loans had been transferred, for reimbursement of servicing advances that the Chapter 11 debtor had made as the initial servicer of mortgage loans, and the debtor's liability to the trustee for certain "transition expenses" authorized under the loan servicing agreements upon the transfer of servicing of the loans from debtor to the trustee, as successor servicer, both arose out of the servicing agreements, as did the debtor's obligation to compensate the trustee for other expenses which it incurred, including legal expenses of bond insurers, and for which the debtor had agreed to hold the trustee harmless under an indemnification and hold harmless provision of the servicing agreements. Accordingly, the trustee could utilize the equitable doctrine of recoupment in order to reduce its own obligation to the debtor for reimbursement of servicing advances. In re Mortg. Lenders Network USA, Inc., --- B.R. ----, 2009 WL 1532019, http://is.gd/1a3Ua(Bankr. D. Del. Adv. Pro. No. 07-51683). Middletown, Connecticut-based Mortgage Lenders Network USA Inc. -- http://www.mlnusa.com/-- was once the 15th largest mortgage lender in the United States. The Company filed for Chapter 11 protection on February 5, 2007 (Bankr. D. Del. Case No. 07-10146). Pachulski Stang Ziehl & Jones LLP represents the Debtor. Blank Rome LLP represents the Official Committee of Unsecured Creditors. In the Debtor's schedules of assets and liabilities filed with the Court, it disclosed total assets of $464,847,213 and total debts of $556,459,464. The Honorable Peter J. Walsh approved the Company's liquidating Chapter 11 plan in February 2009. A full-text copy of the Debtor's First Amended Liquidating Plan under Chapter 11 of the Bankruptcy Code, dated December 19, 2008, is available at http://is.gd/1a3YGat no charge. MSB ENERGY: U.S. Trustee Sets Meeting of Creditors for August 3 --------------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of creditors in MSB Energy, Inc.'s Chapter 11 case on August 3, 2009, at 11:30 a.m. The meeting will be held at Plano Centre, 2000 E. Spring Creek Parkway, Plano, Texas. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. MSB Energy filed for Chapter 11 on June 2, 2009 (Bankr. E.D. Tex. Case No. 09-41788). Joyce W. Lindauer, Esq., represents the Debtor in its restructuring efforts. At the time of the filing, MSB estimated having assets and debts of $10,000,001 to $50,000,000. NAVISITE INC: Regains Compliance with NASDAQ Listing Requirements ----------------------------------------------------------------- NaviSite, Inc., said The NASDAQ Stock Market has informed the Company that it has regained compliance with NASDAQ listing rules. The Company received on June 23, 2009, a letter from The NASDAQ Stock Market confirming that it has demonstrated a market value of listed securities over the required minimum of $35 million for 10 consecutive trading days, for continued listing on The NASDAQ Capital Market under Listing Rule 5550(b) (formerly known as Nasdaq Marketplace Rule 4310(c)(3)), and that the NASDAQ Hearings Panel has determined to continue the listing of the Company's securities on The NASDAQ Stock Market. As reported by the Troubled Company Reporter, the Company received on November 6, 2008, notice from the Nasdaq Listing Qualifications Staff that the Company was not in compliance with the Rule. The Staff granted the Company an extension until February 19, 2009, to regain compliance with the Rule. The Company did not regain compliance with the Rule on or prior to February 19, 2009 and, accordingly, on February 24, 2009, it received the delisting notice. The Company has announced that its plan to regain compliance with the listing rules through execution of a strategic plan that includes the potential divestiture of colocation assets, a reduction of its overall debt burden, and an increased focus on the core managed hosting, application management and enterprise cloud solutions. The Company continues to pursue its strategic plan to improve the Company's balance sheet by reducing its debt obligations and focus on its core businesses for growth and performance, although its completion is no longer required in order for the Company to comply with the NASDAQ continued listing rules. About NaviSite Based in Andover, Massachusetts, NaviSite Inc. -- http://www.navisite.com/-- provides enterprise hosting and application solutions. Customers depend on NaviSite for managed application services, application development, implementation and management on its web infrastructure platforms in 16 state-of-the- art data centers supported by more than 650 professionals. NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on NCI Building Systems Inc., including the corporate credit rating to 'B' from 'B+'. All ratings remain on CreditWatch, where they were placed with negative implications on March 11, 2009. "The downgrade reflects our assessment that nonresidential construction activity will deteriorate more rapidly and to a larger extent than S&P originally envisioned," said Standard & Poor's credit analyst Thomas Nadramia. As a result, S&P believes volumes will reduce from the prior-year's level by a larger degree than S&P had expected. Also, the rapid decline in steel prices is likely to have a larger-than-anticipated negative impact on the company's operating margins during this period. As a result, S&P expects credit measures will deteriorate significantly from current trailing-12-month levels, to a level that S&P would consider to be no longer consistent with the prior rating. Furthermore, the company must address the expected Nov. 15, 2009, first put on its $180 million convertible senior subordinated notes. While NCI announced that it has made significant progress with a leading private equity firm with regard to a substantial equity investment, any transaction will require cooperation from its existing lenders. Absent a successful refinancing, S&P believes it is unlikely NCI will have sufficient cash to fund the expected put. In resolving the CreditWatch listing, S&P will monitor NCI's progress in addressing its comprehensive capital structure plans, including a potential equity investment, a refinancing of its existing credit facilities, and a recapitalization or redemption of its convertible notes. In addition, S&P will discuss with management its short- and intermediate-term business strategies once a course of action has been determined. OXFORD INDUSTRIES: Moody's Assigns 'B1' Rating on $150 Mil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Oxford Industries Inc.'s proposed $150 million senior, secured notes due 2015, to be issued under Rule 144A. The assigned rating is subject to the receipt and review of final documentation. Concurrently, the B1 Corporate Family and Probability of Default ratings were affirmed. The rating outlook is stable. Proceeds of the proposed note offering, along with borrowings under Oxford's domestic revolving credit facility, will be used to repurchase, repay or discharge the company's existing 8 7/8% senior unsecured notes due 2011, and pay fees and expenses related to the transaction. The notes will be secured by a first lien on the domestic trademarks of the company and guarantors, and a second lien on the collateral securing the company's $175 million revolving credit facility. Oxford's B1 rating reflects the company's limited size and scale, high reliance on the Tommy Bahama business for a significant portion of operating earnings, negative operating margin trends, and concentration of company owned retail stores in the western and southern United States. Positive rating consideration is given to the company's breadth of distribution across multiple channels and broad exposure in the menswear clothing category. Oxford's near term liquidity appears good, supported by the expectation for positive free cash flow generation and availability under its revolving credit facility. The proposed refinancing will address an intermediate term debt maturity. While acknowledging the challenging economic environment and expectation for softer operating performance in 2009, the stable ratings outlook reflects Moody's expectation that Oxford will maintain a good liquidity profile and positive free cash flow. Although some erosion in fixed charge coverage is expected due to weaker performance and a potentially higher interest rate on the proposed notes, there is modest cushion for erosion beyond expectations. These ratings were assigned: -- $150 million Senior Secured Notes Due 2015 at B1 (LGD 4, 52%) These ratings were affirmed: -- Corporate Family Rating at B1; -- Probability of Default Rating at B1; -- Senior Unsecured Notes due 2011 at B2 (LGD 5, 70%). Moody's last rating action on Oxford was on September 23, 2008, when the company's CFR was downgraded to B1 with a stable outlook. Headquartered in Atlanta, Georgia, Oxford Industries is a producer and marketer of branded and private label apparel. Oxford's brands include Tommy Bahama and Ben Sherman. The company's net sales exceeded $890 million in the twelve month period ended May 2, 2009. PACIFIC CAPITAL: Moody's Downgrades Issuer Rating to 'Ba1' ---------------------------------------------------------- Moody's Investors Service downgraded the ratings of Pacific Capital Bancorp (issuer rating to Ba1 from Baa1) and its subsidiary, Pacific Capital Bank, N.A. (long-term bank deposits to Baa3 from A3; bank financial strength rating to D+ from C). Pacific Capital Bank, N.A.'s short-term ratings were downgraded to Prime-3 from Prime-2. The ratings remain on review for possible downgrade. The downgrade follows the announcement that the OCC is requiring the bank to increase its regulatory capital requirements and it has deferred interest on its $69 million of junior subordinated notes relating to its trust preferred securities. The downgrade reflects the challenges the bank may face in raising capital in a weaker economic environment. Without external capital, the higher capital requirements may limit the company's ability to support its business mix, particularly Refund Anticipation Loans, which are short-term, high volume loans that were funded on-balance sheet in the 2009 tax season due to lack of off-balance sheet funding. These loans contribute a substantial amount to the bank's overall profitability. The rating agency reiterated its expectation that credit costs from Pacific Capital's real estate lending portfolios will be elevated over the next 12 to 18 months limiting its ability to internally generate capital from its core banking business. Additionally, under a more severe economic scenario than is currently anticipated, Pacific Capital's credit costs could escalate to levels that would lead to further capital strain and ratings downgrade. Moody's added that the earnings of Pacific Capital's tax business, which provides RALs and Refund Transfers, were much less in 2009 than in 2008. The regulatory agreement along with the large funding requirements of this business, could lead to changes that will limit the tax business' earnings contribution and alter the company's earnings mix. The rating agency's review will focus on capital management initiatives, including balance sheet management and external capital raising, that the company can utilize to meet the regulatory targets. If the company is successful in meeting the regulatory capital requirements, ratings could be affirmed at current levels. The rating agency noted that deferral of the trust preferred payments, along with suspension of common and preferred dividends, preserves about $8 million of capital per quarter. The OCC is requiring the bank to achieve Tier 1 leverage and Total risk-based capital ratios of 8.5% and 11%, respectively, by June 30, 2009, and 9% and 12%, respectively, by September 30, 2009. As of March 31, 2009, the bank's Tier 1 leverage was 6.7% and Total RBC was 11.1%. The last rating action was on March 30, 2009, when Moody's downgraded the ratings by one notch. Pacific Capital Bancorporation, which is headquartered in Santa Barbara, California, reported total assets of $9.2 billion as of March 31, 2009. Downgrades: Issuer: Pacific Capital Bancorp -- Issuer Rating, Downgraded to Ba1 from Baa1 Issuer: Pacific Capital Bank, N.A. -- Bank Financial Strength Rating, Downgraded to D+ from C -- Issuer Rating, Downgraded to a range of Baa3 to P-3 from a range of A3 to P-2 -- OSO Rating, Downgraded to P-3 from P-2 -- Deposit Rating, Downgraded to P-3 from P-2 -- OSO Senior Unsecured OSO Rating, Downgraded to Baa3 from A3 -- Senior Unsecured Deposit Rating, Downgraded to Baa3 from A3 Outlook Actions: Issuer: Pacific Capital Bancorp -- Outlook, Changed To Rating Under Review From Negative Issuer: Pacific Capital Bank, N.A. -- Outlook, Changed To Rating Under Review From Negative PALACIO HOLDINGS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Palacio Holdings Limited Liability Co. aka Tapas of Spain LLC 746-752 Carlton Street Elizabeth, NJ 07202 Bankruptcy Case No.: 09-26075 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court District of New Jersey (Newark) Debtor's Counsel: Ileana J. Montes, Esq. Montes, Guadagnino & Associates 660 Westfield Ave Elizabeth, NJ 07208 Tel: (908) 527-1100 Fax: (908) 527-1150 Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Daniel Palacio. PAPER INTERNATIONAL: Court Confirms Durango's Restructuring Plan ---------------------------------------------------------------- The Hon. Robert R. Drain of the U.S. Bankruptcy Court for the Southern District of New York confirmed a first amended joint Chapter 11 plan of reorganization for Paper International Inc. and Fiber Management of Texas Inc. proposed by their parent company Corporacion Durango on May 15, 2009. Under the plan, the Debtors' businesses will continue to be operated in substantially their current form, with Paper International continuing to own its equity in McKinley and FMT, and FMT continuing the wind down of its fiber procurement business, which began when FMT ceased its operations in August 2008. Furthermore, the plan treats the estates of Paper International and FMT as comprising a single estate solely for purposes of voting on the plan, confirmation of the plan and making plan distributions in respect of claims against and equity interests in such Debtors under the plan. The plan relates that holders of allowed priority claims and general unsecured claims will be paid in full in accordance with the reinstated right, as and when the payment is due. Holders of allowed noteholder claims are expected to get new senior notes, new senior notes guarantees, restructuring fee or Durango new equity under the noteholder settlement of the Mexican reorganizational plan. Moreover, equity interests holders will keep 100% of their legal and equitable ownership rights. General unsecured holders, totaling $700,000, are expected to recover 100% while noteholders will get 70.4% of their allowed claim under the plan. White & Case LLP in Miami, Florida, represents Corporacion Durango. A full-text copy of the Corporacion Durango's disclosure statement is available for free at http://ResearchArchives.com/t/s?3e1b A full-text copy of the Corporacion Durango's amended plan is available for free at http://ResearchArchives.com/t/s?3e1c Headquartered in Prewitt, New Mexico, Paper International, Inc. -- http://www.internationalpaper.com/-- is the wholly-owned direct subsidiary of Corporacion Durango, S.A.B. de C.V., a corporation organized under the laws of Mexico, which maintains its principal place of business in Durango, Mexico. The Debtor currently owns 100% of the equity shares in Fiber Management of Texas, Inc., a corporation organized under the laws of Texas, as well as 100% of the equity shares in non-debtor Durango McKinley Paper Company, a New Mexico company. Paper International is a holding company which has no employees, no operations, and whose primary assets are its ownership interests in Durango McKinley and Fiber Management. Before August 2008, Fiber Management's primary business was the procurement of paper materials to manufacture recycled paper products for use by Durango McKinley and other paper manufacturing affiliates of Corporacion Durango located in Mexico. In August 2008, Fiber Management ceased procuring fiber and began winding up all of its business operations. Paper International and Fiber Management filed for Chapter 11 protection on October 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08- 13917). Larren M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, represent the Debtors as counsel. Eric Kate Mautner, Esq., at Bingham McCutchen LLP, represents the Official Committee of Unsecured Creditors as counsel. APS Services, LLC, serves as the Debtors' crisis managers. The Debtors designated Meade Monger, a managing director of AlixPartners, LLP, an affiliate of AP Services, as its chief restructuring officer. The Court appointed Kurtzman Carson Consultants, LLC, as claims agent in the Debtors' bankruptcy case. At March 31, 2009, the Debtors had $123,365,705 in total assets, $552,348,876 in total liabilities, and $428,983,171 in stockholders' deficit. PENINSULA GAMING: Purchase Deal Won't Affect Moody's 'B1' Rating ---------------------------------------------------------------- Moody's commented that Peninsula Gaming, LLC's ratings were not immediately affected by the announcement that PGL entered into a definitive purchase agreement with Columbia Properties New Orleans, LLC, to purchase 100% of the outstanding limited liability company interests of Belle of Orleans, LLC, for $106.5 million dollars, subject to certain adjustments. Belle of Orleans owns the Amelia Belle Casino, located in Amelia, Louisiana. The transaction is expected to be completed in September 2009. PGL's corporate family rating and probability of default rating are B1. The company's 8.75% senior secured notes due 2012 are also rated B2 (LGD4; 60%). The ratings outlook is stable. Moody's last rating action for PGL occurred on August 29, 2007, when the company's corporate family rating was upgraded to B1 from B2. PGL is a holding company whose primary assets are equity interests in its wholly owned subsidiaries, which own and operate the Diamond Jo casino in Dubuque, Iowa, the Evangeline Downs Racetrack and Casino in St. Landry Parish, Louisiana, and the Diamond Jo Worth casino in Worth County, Iowa. Consolidated net revenues for the twelve-month period ended March 31, 2009 were approximately $269 million. PHOENIX ASSOCIATES: Meeting of Creditors Scheduled for July 17 -------------------------------------------------------------- The U.S. Trustee for Region 5 will convene a meeting of creditors in Phoenix Associates Land Syndicate's Chapter 11 case on July 17, 2009, at 10:00 a.m. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Based in Madisonville, Louisiana, Phoenix Associates Land Syndicate -- http://www.pbls.biz/-- dba Murphy Sand and Gravel engages on acquisition and development of companies in the aviation, construction, mining and oil & gas industries. The Company filed for Chapter 11 on June 10, 2009 (Bankr. E. D. La. Case No. 09-11743). Claude C. Lightfoot, Jr. P.C., represents the Debtor in its restructuring efforts. The Debtor listed $50 million to $100 million in assets and $10 million to $50 million in debts. PHOENIX ASSOCIATES: Seeks to Employ Claude Lightfoot as Counsel --------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana granted interim approval on Phoenix Associates Land Syndicate's request to employ Claude C. Lightfoot, Jr. P.C. as general bankruptcy counsel effective June 10, 2009. The interim order will be deemed final absent objections by July 15, 2009. The Debtor needs Claude C. Lightfoot, Jr., Esq., to provide legal advice and representation in its Chapter 11 case. Mr. Lightfoot has agreed to represent the Debtor at the rate of $300 per hour and $65 per hour for paralegal services. A retainer of $20,000 has been provided to Mr. Lightfoot by C. Paul and Carolyn Alonzo. Mr. Alonzo is the Debtor's President and sole director. Mr. Lightfoot, Jr., said he or his firm has no connection with the Debtor, the creditors, or any other party-in-interest, or their respective attorneys and is disinterested as that term is defined in 11 U.S.C. Sec. 101(14). The firm may be contacted at: Claude C. Lightfoot, Jr. (17989) 424 Gravier Street, Third Floor New Orleans, LA 70130 PH: (504) 838-8571 Email: clightfoot@claudelightfoot.com The Debtor was formerly in the business of sand and gravel business and was then engaged in investments. PHOENIX ASSOCIATES: Seeks to Tap Thomas Schafer as Atty for Suits ----------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana granted interim approval on Phoenix Associates Land Syndicate's request to employ Thomas E. Schafer, III as special counsel. The interim order will be deemed final absent objections by July 15, 2009. The Debtor is party to these lawsuits: No. 2003-12894 22nd JDC for the Parish of St. Tammany, State of Louisiana Phoenix Associates Land Syndicate, Inc. v. E. H. Mitchell & Co., L.L.C., and Steven M. Furr No. 2004-10184 22nd JDC for the Parish of St. Tammany, State of Louisiana First National Bank of Picayune v. Pearl River Fabricators, Inc. No. 2006-15963 22nd JDC for the Parish of St. Tammany, State of Louisiana Phoenix Associates Land Syndicate, Inc. v. Steven Furr, E. H. Mitchell & Co., L.L.C. and Reginald J. Laurent No. 2008-12140 22nd MC for the Parish of St. Tammany, State of Louisiana Phoenix Associates Land Syndicate, Charles Paul Alonzo, Carolyn Williams Alonzo and Ronald L. Blackburn v. Reginald J. Laurent, E. H. Mitchell & Co., L.L.C., Steven M. Furr, Michael H. Furr and Brian Furr No. 07-4528 U. S. District Court for the Eastern District of Louisiana International Turf Applicators, Inc. v. Phoenix Associates Land Syndicate, Inc. No. 09-3046 U. S. District Court for the Eastern District of Louisiana Sharon Henley v. Phoenix Associates Land Syndicate Prepetition, the Debtor was been represented by Mr. Schafer in respect to these lawsuits. Because of former counsel's representation in these matters, the Debtor believes it is in the best interest of the estate to continue this representation, since Mr. Schafer is the most familiar with the facts and circumstances and legal issues involved in the litigation. The Debtor desires to employ Mr. Schafer on a contingency basis. Mr. Schafer will receive as fee 1/3 of all amounts recovered in the litigation, plus reimbursement of out of pocket costs and expenses incurred by Mr. Schafer as approved by the Court, after notice and hearing. Mr. Schafer maintains his practice at 328 Lafayette Street, New Orleans, Louisiana. The Debtor was formerly in the business of sand and gravel business and was then engaged in investments. PHOTRONICS INC: S&P Affirms 'B-' Rating; Outlook is Negative ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' rating on Brookfield, Connecticut-based photomask maker Photronics Inc. and removed it from CreditWatch, where it was placed with developing implications Nov. 6, 2008. The rating outlook is negative. Subsequent to these actions, S&P withdrew its ratings on PLAB at the company's request. The affirmation and removal from Watch follow PLAB's announcement last week that it has entered into a new credit facility, which extends the maturity on its approximately $150 million in funded debt to Jan. 31, 2011, from Jan. 31, 2010. The new facility also provides the company moderate headroom under its financial covenants and redefined its minimum EBITDA covenant to a two- quarter-trailing basis. "The 'B-' rating reflects PLAB's still-tight covenants, moderate maturity schedule, and tight liquidity in a challenging macro- environment," said Standard & Poor's credit analyst Joe Spence. "The company's good market and technology position somewhat temper these factors." PLAB is an independent, leading supplier of photomasks, used to make semiconductors and flat-panel displays. The company primarily competes against larger captive photomask producers Toppan Photomask Inc. and Dai Nippon Printing in its integrated circuit business and HOYA Corp. in its FPD business. Semiconductor design activity is the primary driver for photomask demand, rather than quantity of chips produced, making performance somewhat less volatile than for other semiconductor sectors. PLAB's April 2008 quarter revenues declined 5% sequentially and 25% year over year, to $83 million. The decline was driven by both reduced volumes and pricing in both its integrated circuit and flat-panel display businesses, as customers deferred introducing new chip designs. Adjusted EBITDA margins for the same period compressed about 600 basis points to 21%, due to falling revenues and reduced fab utilization rates. Standard & Poor's expects only moderate improvement as a result of inventory correction through the end of calendar 2009. PLAB's leverage of about 3x on adjusted debt of $222 million is low for the rating; however, tight liquidity due to poor economic conditions, a required minimum cash balance, and a challenging EBITDA covenant constrain the rating. POMARE LTD: TOC Transfers Outstanding Stock to Donald Kang ---------------------------------------------------------- Nina Wu at Star Bulletin reports that TOC Inc., the owner of Hilo Hattie, has transferred its outstanding stock to Royal Hawaiian Creations owner Donald Kang. Star Bulletin relates that the Hon. Robert Faris of the U.S. Bankruptcy Court for the District of Hawaii put off his decision on the sale of Hilo Hattie to Maui Divers Jewelry and on other motions, including whether to appoint a trustee or convert the case to liquidation, until June 29. Judge Faris was scheduled to rule on the matters on June 22. According to Star bulletin, Maui Divers put in an offer to purchase Hilo Hattie in May 2009 for $1 million plus an investment of $2 million. Star Bulletin states that as part of the deal, Hilo Hattie CEO Ted Nelson and the Company's president, John Scott, resigned on Friday. Mr. Kang is Hilo Hattie's new president, Star Bulletin relates. Janis L. Magin at Pacific Business News states that Maui Divers' lawyer, Cuylar Shaw, said that the company's offer was off the table if the Judge Faris didn't approve the sale on June 22. Citing Maui Divers President and CEO Bob Taylor, Pacific Business reports that the company will hold its offer open until the next hearing. Court documents say that Mr. Kang proposed to fund a line of credit for Hilo Hattie with $1 million in cash, and "will arrange for an infusion of $2 million in working capital" into Hilo Hattie upon its emergence from bankruptcy. Howard Dicus at KGMB9 relates that another offer still on the table, which means that the deal isn't done. "Not until the bankruptcy judge approves it, will they be able to reorganize Hilo Hattie, and at this moment there is still a rival bid from another large vendor and creditor Maui Divers, which specified today that they will keep their bid on the table until at least the next bankruptcy court hearing," Mr. Dicus reports. Based in Honolulu, Hawaii, Pomare Ltd., dba Hilo Hattie, is a tourist-destination retailer with operations chiefly in Hawaii. It has seven stores in Hawaii and two in California. The Company filed for Chapter 11 relief on October 2, 2008 (Bankr. D. Hawaii Case No. 08-01448). Chuck C. Choi, Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge, represent the Debtor as counsel. Alexis M. McGinness, Esq., and Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent the Official Committee of Unsecured Creditors. In its schedules, the Debtor listed total assets of $15,825,657, and total debts of $13,767,047. PREFERRED VOICE: March 31 Balance Sheet Upside-Down by $889,610 --------------------------------------------------------------- Philip Vogel & Co. PC, in its June 12, 2009 audit report, raised substantial doubt about the ability of Preferred Voice, Inc., to continue as a going concern, citing the Company's recurring losses from operations. At March 31, 2009, the Company had $1,430,840 in total assets; and $2,320,450 in total liabilities, all current; resulting in $889,610 in stockholders' deficit. The Company also had $21,375,382 in accumulated deficit at March 31. The Company recorded net income of $43,617, or $0.01 per share, for the fiscal year ended March 31, 2009, compared to a net loss of $747,816, or $0.12 per share, for the fiscal year ended March 31, 2008, and a net loss of $1,346,293, or $0.22 per share, for the year ended March 31, 2007. The decrease in loss experienced from fiscal year end 2007 to 2008 and again from 2008 to 2009 is a result of increased revenue being generated from revenue share agreements. The Company's cash and cash equivalents at March 31, 2009, were $466,187, an increase of $182,967 from $283,220 at March 31, 2008. The Company has relied primarily on the issuance of stock, debentures and warrants to fund its operations since January of 1997 when it sold its long-distance resale operation. Management projects working capital needs to be approximately $1,440,000 over the next 12 months for corporate overhead and equipment purchases to continue to deploy services to carrier customers. Additionally, the Company has $2,047,500 of debentures due on or before September 29, 2009. Management believes that current cash and cash equivalents and cash that may be generated from operations will not be sufficient to meet both the anticipated capital requirements and the debenture repayment on their maturity date. Management believes that it can negotiate extensions on the debentures which will allow them to meet working capital needs from anticipated operating cash flows as well as extinguish some portion of the debentures due. The projections have been based on revenue trends from current customers and customers which are already under contract utilizing the revenue rates that have been experienced over the past six months with currently installed customers and projected cash requirements to support installation, sales and marketing, and general overhead. If the Company cannot renegotiate extensions on the debenture maturity dates or operating projections are not realized, it may be forced to raise additional capital through the issuance of new shares, the exercise of outstanding warrants, or reduction of current overhead. About Preferred Voice Headquartered in Dallas, Preferred Voice Inc. (OTC BB: PRFV.OB) -- http://www.preferredvoice.com/-- provides a host of integrated voice-driven products and services. The Company's Global Application Platform lets telecommunications providers offer enhanced services such as ring tones and games, voice-activated dialing, and conferencing. The product also includes a subscriber Web interface and supports billing and provisioning functions. PROSPECT HOMES: U.S. Trustee Sets Meeting of Creditors for July 10 ------------------------------------------------------------------ The U.S. Trustee for Region 4 will convene a meeting of creditors in Prospect Homes of Richmond, Inc.'s Chapter 11 case on July 10, 2009, at 10:00 a.m. The meeting will be held at the Office of the U.S. Trustee, 701 East Broad St., Suite 4300, Richmond, Virginia. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Prospect Homes of Richmond, Inc. -- http://www.prospecthomes.com/ -- is a home builder. Prospect Homes filed for Chapter 11 on June 2, 2009 (Bankr. E.D. Va. Case No. 09-33528). Judge Douglas O. Tice, Jr. handles the case. At the time of its Chapter 11 filing, the Debtor disclosed assets and debts of $50,000,001 to $100,000,000. PROVIDENT ROYALTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Provident Royalties, LLC 15660 N. Dallas Parkway, Suite 700 Dallas, TX 75248 Bankruptcy Case No.: 09-33886 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Provident Resources 1, LP 09-33887 Provident Energy 1, LP 09-33888 Shale Royalties II, Inc. 09-33889 Shale Royalties 4, Inc. 09-33890 Shale Royalties 3, LLC 09-33891 Somerset Lease Holdings, Inc. 09-33892 Provident Operating Company LLC 09-33893 Provident Energy 2, LP 09-33894 Shale Royalties 5, Inc. 09-33895 Shale Royalties 6, Inc. 09-33896 Shale Royalties 7, Inc. 09-33898 Provident Energy 3, LP 09-33899 Shale Royalties 8, Inc. 09-33900 Shale Royalties 10, Inc. 09-33901 Shale Royalties 9, Inc. 09-33902 Shale Royalties 12, Inc. 09-33903 Shale Royalties 15, Inc. 09-33904 Shale Royalties 14, Inc. 09-33905 Shale Royalties 16, Inc. 09-33906 Shale Royalties 18, Inc. 09-33907 Shale Royalties 19, Inc. 09-33908 Shale Royalties 21, Inc. 09-33909 Shale Royalties 20, Inc. 09-33910 Shale Royalties 22, Inc. 09-33911 Somerset Development, Inc. 09-33912 Shale Royalties 17, Inc. 09-33913 Type of Business: The Debtors acquire minerals and mineral leases. See http://www.providentroyalties.com/ Chapter 11 Petition Date: June 22, 2009 Court: Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Kristen N. Beall, Esq. kbeall@pattonboggs.com Patton Boggs, LLP 2001 Ross Avenue, Suite 3000 Dallas, TX 75201 Tel: (214)758-3403 Fax: (214)758-1550 Claims Agent: Epiq Bankruptcy Solutions, LLC Grand Central Station, P.O. Box 4601 New York, NY 10163-4601 http://chap11.epiqsystems.com/ Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Devon Energy Production Co. LP trade debt $2,028,322 20 N. Broadway Oklahoma City, OK 73102 Tel: (405) 228-2413 Fax: (405) 552-1436 Questar Exploration & Western trade debt $1,052,227 Midcontinent Division Production Co. 180 E. 100 S. Salt Lake City, UT 84139 Tel: (801) 324-2768 Fax: (801) 324-2790 Adair Land & Leasing trade debt $1,014,994 200 E. 10th Street Plaza Edmond, OK 73034 Tel: (405) 285-2596 Fax: (405) 330-4872 BP America Production Company trade debt $647,052 Cornerstone E&P Co. LP trade debt $568,737 Newfield Exploration trade debt $542,704 Midcontinent Inc. Antero Resources Corp. trade debt $476,593 Hamm & Phillips Services Co. trade debt $404,797 Inc. Champion Drilling Fluids Inc. trade debt $235,787 Cimmaron Field Services Inc. trade debt $193,254 Western Oil & Gas trade debt $168,386 Chesapeake Energy trade debt $160,560 Andarko Consultants Inc. trade debt $136,319 Halliburton Energy Serv. Inc. trade debt $121,946 Avatar Energy LLC trade debt $117,404 Longfellow Energy LP trade debt $104,344 Circle C Energy LLC trade debt $104,270 Sierra Engineering trade debt $84,844 Terra Renewal trade debt $80,452 Schlumberger Technology trade debt $73,084 The petition was signed by Paul R. Melbye, president. QUEBECOR WORLD: Creditors Approve U.S. and Canadian Exit Plans -------------------------------------------------------------- Quebecor World Inc. and its affiliated debtors unveiled voting results for Quebecor World's Third Amended Joint Plan of Reorganization. Voting by classes of creditors entitled to vote on the Plan reflected broad-based support for the U.S. Plan, with all classes entitled to vote receiving the applicable affirmative vote as required under the U.S. Bankruptcy Code. Of the more than 2,800 ballots cast, 2,485, or 86.4%, of all voting creditors aggregated across classes voted to accept the U.S. Plan. Based on total dollar amount of claims voted, 88.9% of the total claims, or US$1.82 billion, aggregated across classes voted to accept the U.S. Plan. Although no assurances can be made, Quebecor World believes that the U.S. Plan satisfies the requirements of the Bankruptcy Code and is confirmable. In addition, Quebecor World also said its Second Amended and Restated Canadian Plan of Reorganization and Compromise approved by affected creditors at the creditors' meeting held earlier Tuesday. At the Canadian meeting of affected creditors of Quebecor World, the Canadian Plan was approved by approximately 96% of those affected creditors who voted in person or by proxy, representing approximately 89% of the total value of affected claims that were voted at the meeting. A joint confirmation hearing on the U.S. Plan and the Canadian Plan is scheduled to occur on June 30, 2009, in the U.S. Bankruptcy Court for the Southern District of New York and the Quebec Superior Court, and Quebecor World anticipates the consummation of the U.S. Plan and the Canadian Plan in mid-July 2009. 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: Ex-RR Donnelley CEO Angelson to Chair Board ----------------------------------------------------------- The creditors of Quebecor World, North America's second largest printing company, has named Mark Angelson, former CEO of RR Donnelley and leading architect of the 2003-2007 printing industry consolidation, as chairman of the company's new independent directors. He is joined by publishing industry leaders Tom Ryder, former Chairman and CEO of Reader's Digest, and Jack Kliger, former President and CEO of Hachette Filipacchi. Messrs. Ryder and Kliger are past Chairmen of the Magazine Publishers' Association. Mr. Ryder also sits on the boards of Amazon.com, Virgin Mobile and Starwood Hotels. Raymond Bromark, chairman of the audit committee of CA, Inc., and a retired senior partner of PricewaterhouseCoopers, also is named to the board, along with turnaround specialist James Gaffney, printing industry veteran Michael Allen, Canadian lawyer and former senior officer of Alcan, Inc., David McAusland, and Gabriel de Alba, managing director and partner of Catalyst Capital Group of Toronto. A spokesman for the director designees said, "The highly fragmented printing industry must undergo further consolidation, and this company will be an important part of that process. We look forward to providing overall strategic guidance, best governance practices and oversight." Jacques Mallette, the Company's Chief Executive, is expected to be the only continuing member of the board. The new board members will be seated upon Quebecor World's emergence from its insolvency proceedings, which is expected to occur in July. The director designees do not expect to make any further statements. 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) RAP VENTURES: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- RAP Ventures, Inc., has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Middle District of Florida. According to court documents, RAP Ventures' assets, including the hotel and personal property, total $6.5 million. Michael Hinman at Tampa Bay Business Journal reports that half of the personal property comes from $225,000 for the value of the hotel's liquor license as well as $300,000 for furniture and appliances. Business Journal says that RAP Ventures' liabilities are below $4 million. Business Journal states that First State Bank filed a foreclosure lawsuit against RAP Ventures is in Pinellas County Circuit Court over a $5.8 million loan that the Company said it still owes almost $3.8 million. Pinellas County property records show that First State Bank issued an original mortgage to RAP Ventures for $2.7 million in September 2003 and made four modifications after that between 2005 and 2006. Business Journal relates that RAP Ventures also owes $103,000 for taxes. Court documents say that RAP Ventures' unsecured claims total below $98,000, including a $52,000 franchise fee owed to Ramada Worldwide. Saint Petersburg, Florida-based RAP Ventures Inc., dba Ramada Inn, owns the Ramada Inn on 5005 34th St. N., St. Petersburg. The Company is owned by Ram A. Prasad. RED ROOF INN: Defaults on $367 Million of Mortgage Debt ------------------------------------------------------- Realpoint LLC reports that Red Roof Inn Inc. defaulted on $332 million of mortgage debt backed by 131 Red Roof Inn properties pledged to secure repayment of the loan, and that Red Roof Inn confirmed the default. Frak Innaurato, Realpoint's managing director of CMBS analytical services, tells Nadja Brandt at Bloomberg News that Red Roof Inn is 30 days delinquent on four loans, one for $181.75 million, another for $76.6 million, a third for $67.6 million and a fourth for $34.4 million, Accor SA sold an 80% equity stake in Red Roof Inn to Citigroup's Global Special Situations Unit and a 20% equity stake in the lodging company to Westmont Hospitality Group's Westbridge Hospitality Fund II in 2007 for $1.3 billion, and, reportedly, more than $1 billion of that purchase price was debt financed. Kris Hudson at The Wall Street Journal quoted Red Roof executive vice president Andrew Alexander as saying, "As a result of the extraordinary stress in the hospitality industry and the economy overall, we have entered into some restructuring discussions with our lenders. It has had no effect on our company operations or our franchise operations." The $20 million cost of Red Roof's new reservation system, installed in April 2008, is a factor in Red Roof's difficulties making its debt payments, WSJ states, citing Mr. Alexander. WSJ relates that other factors are the recession and the occupancy at Red Roof's properties, which averaged 62% when the mortgages were originated in 2007, sank to 50.7% in the first four months of this year. WSJ reports that at least $367 million of Red Roof's debt is in securitized mortgages. Another $655 million is in mortgages not securitized, and $164 million is mezzanine debt, says the report. Based in Hilliard, Ohio, Red Roof Inn Inc. -- http://www.redroof.com/-- opened its first motel in Columbus, Ohio, in 1973, with room rates of $8.50 a night. Today, Red Roof has 345 inns in 36 states, employs over 6,000 people and serves millions of guests each year. SAN ANTONIO: U.S. Trustee Sets Meeting of Creditors for July 7 -------------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of creditors in San Antonio Joseph's Storehouse, LLC's Chapter 11 case on July 7, 2009, at 4:00 p.m. The meeting will be held at U.S. Post Office & Courthouse, 615 E. Houston Street, Room 333, San Antonio, Texas. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Based in San Antonio, Texas, San Antonio Joseph's Storehouse, LLC is a single asset real estate debtor. The Company filed for Chapter 11 on June 1, 2009 (Bankr. W.D. Tex. Case No. 09-52054). William B. Kingman, Esq., represents the Debtor in its restructuring effort. The Debtor does not have any creditors who are not insiders. The Debtor listed $10 million to $50 million in assets and $1 million to $10 million in debts. SEA LAUNCH: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ Reuters reports that Sea Launch Co. and five affiliates have filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware, blaming it on liquidity concerns and recurring losses from operations. Court documents say that Sea Launch listed up to $500 million in assets and more than $1 billion in liabilities. Sea Launch said in court documents that it will explore the sale of one or more of its divisions. Sea Launch Co. is a satellite-launch services provider that offers commercial space launch capabilities from the Baikonur Space Center in Kazakhstan. Its owners include Boeing Co., RSC Energia, and Aker ASA. SEMANTRA INC.: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Semantra, Inc. 6860 N. Dallas Pkwy., Ste. 200 Plano, TX 75024 Bankruptcy Case No.: 09-33871 Chapter 11 Petition Date: June 21, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Scott Mark DeWolf, Esq. Rochelle McCullough L.L.P. 101 E. Park Blvd., Suite 951 Plano, TX 75074 Tel: (972)735-9143 Fax: (972)735-9780 Email: sdewolf@romclawyers.com Sean J. McCaffity, Esq. Rochelle McCullough L.L.P. 325 N. St. Paul, Suite 4500 Dallas, TX 75201 Tel: (214)953-0182 Fax: (214)953-0185 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Christopher Davis, chief executive officer and president of the Company. SOUTH TEXAS OIL: Regains Compliance With Nasdaq Listing Rules ------------------------------------------------------------- South Texas Oil Company has been notified by the Nasdaq that it has regained compliance with continuing listing requirements for the Nasdaq Global Market. On May 20, 2009, South Texas Oil Company received a Nasdaq Staff Deficiency Letter from Nasdaq's Listing Qualifications Department indicating that the Company was not in compliance with the minimum $10,000,000 stockholders' equity requirement for continued listing on the Nasdaq Global Market. The Company submitted to Nasdaq on June 4, 2009, a plan for regaining compliance with the continued listing requirements based, in part, upon the closing of the Company's $27.3 million debt restructuring transactions, with Longview Fund L.P., its largest stockholder, which closed effective May 18, 2009. The Company's plan indicated that the restructuring transactions would have a positive effect on the Company's stockholders' equity, which would enable the Company to satisfy the stockholders' equity requirement for continued listing on the Nasdaq Global Market. Specifically, the Company's plan indicated that: -- The Company will have increased available cash for operations by reduction of debt service of approximately $8,800 per day (or approximately $3.2 million per year) associated with the reduction of debt as a result of the proposed exchange. There are currently no arrears in principal or interest in respect to the Notes. -- The Company will have a significant improvement of its balance sheet and total stockholders' equity, which will result in a greater ability to attract future financing to support strategic growth. On June 22, 2009, the Nasdaq notified the Company that on the basis of the Company's plan, and subject to continued monitoring of the Company's ongoing compliance with the stockholder's equity requirement, Nasdaq has determined that the Company once again complies with the Nasdaq's listing qualifications for listing on the Nasdaq Global Market. About South Texas Oil Company San Antonio, Texas-based South Texas Oil Company is an independent energy company engaged in the acquisition, production, exploration and development of crude oil and natural gas. Its core operating areas include Texas, Louisiana and the Gulf Coast. STATION CASINOS: Seeks to Extend Forbearance Pacts to July 17 ------------------------------------------------------------- Station Casinos, Inc., is continuing to engage in restructuring discussions with its lenders. The Company is proposing to enter into an extension of the forbearance agreements with the holders of a majority in principal amount of its senior and senior subordinated notes and the lenders holding a majority of the commitments under its Credit Agreement, dated as of November 7, 2007, extending the forbearance period with those lenders to July 17, 2009. The lenders are currently seeking requisite approval for the extension of the forbearance agreements, which have expired. Station Casinos proposed a prepackaged bankruptcy plan in February 2009 to restructure and eliminate half its $5.7 billion debt load. The Associated Press relates that Station Casino's current proposal asks investors holding $2.3 billion in bonds to exchange high-cost debt for low-cost debt and cash so that the Company can enter into a Chapter 11 reorganization. Station Casinos' owners said that they will invest $244 million in cash into the Company if bondholders agree to the restructuring proposal, The AP states. Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. * * * As reported by the Troubled Company Reporter on April 6, 2009, Standard & Poor's Ratings Services said that it lowered its issue- level rating on Station Casinos's 6% senior notes to 'D' from 'CC'. S&P also removed the rating from CreditWatch, where it was initially placed with negative implications December 16, 2008. These actions reflect the missed April 1, 2009 interest payment on the notes. A payment default has not occurred relative to the legal provisions of the notes, because there is a 30-day grace period to make the payment. However, S&P considers a default to have occurred, even if a grace period exists, when the nonpayment is a function of the borrower being under financial stress -- unless S&P is confident that the company will make the payment in full during the grace period. As reported by the Troubled Company Reporter on February 24, Moody's Investors Service said Station Casinos's ratings are not affected by the announcement that it failed to make a February 15, 2009 scheduled interest payment on its 7.75% senior notes due 2016. Standard & Poor's Ratings Services lowered its issue-level rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'. The rating action reflects the missed February 15, 2009 interest payment on the notes. SOLO CUP: Fitch Affirms Issuer Default Rating at 'B-' ----------------------------------------------------- Fitch Ratings has affirmed Solo Cup Company's Issuer Default Rating and existing ratings: -- IDR at 'B-'; -- Senior subordinated notes at 'CCC'/RR5. Fitch also has assigned these ratings to Solo's $200 million asset-based revolving credit facility due 2013 and $300 million senior secured notes due 2013: -- ABL Credit Facility 'BB-/RR1'; -- Senior secured notes 'BB-/RR1'. In addition, at the time the transaction closes, Fitch will withdraw these ratings: -- Senior secured term loan 'BB-/RR1'; -- Senior secured revolving credit facility 'BB-/RR1'. The Rating Outlook is Stable. Proceeds from the secured note offering and new bank financing will be used to repay all amounts outstanding under Solo's existing first lien credit agreement, which was $369 million as of the first quarter of 2009. The refinancing addresses the near-term maturity of its bank credit facility as well as the relatively tight covenant requirements in Solo Cup's credit facility that further stepped down in the second half of 2009. The ABL facility will be secured by senior liens on Solo Cup's accounts receivable, inventory and certain other assets and by junior liens comprising substantially all of their other tangible and intangible assets. The senior secured notes and the note guarantees will be secured on a senior basis by substantially all of the issuers' and the guarantors' tangible and intangible assets, other than the ABL Collateral and certain excluded assets. The secured notes will also be secured on a junior basis in all of the ABL Collateral. The financial covenants for the new ABL facility contain a springing covenant to maintain a minimum fixed charge coverage of 1.1 times (x) that is activated if excess borrowing availability falls below a specified threshold. As a result of the new secured notes, interest costs will rise moderately. This affirmation recognizes Solo Cup's leading market share across its product categories, national distribution, strong brand recognition, diversified raw materials mix and good customer base. The company has made significant capital investments during the past several quarters to upgrade plant assets, improve cost efficiencies, reduce fixed costs through plant closures and introduce new product lines. This investment will benefit Solo Cup's competitive position and longer-term potentially enable the company to improve margins as end markets stabilize. Fitch believes the company will continue meaningful investment over the next few years to continue the upgrade of its assets to improve efficiencies. However, Fitch remains concerned with the significant volume declines related to the weakened global economies and the competitive marketplace that has particularly affected certain foodservice channels. For the first quarter of 2009, volume declines were approximately 24% with approximately one-third of the decrease reflecting the de-emphasis of certain unprofitable product categories. In addition, resin pricing volatility has created significant unpredictability in product pricing, that when coupled with excess industry capacity, has created profitability challenges. If the recession becomes more prolonged, Fitch believes the company maintains some flexibility to manage through these challenges by continuing cost savings efforts, by limiting discretionary spending and taking steps to defer some investments. Currently, Fitch expects Solo's financial performance to improve over the remaining quarters of 2009 as further cost efficiencies roll through, additional revenue is realized from recent contract wins and as new revenue from product introductions like polypropylene cups begin to ramp up. While Solo's top line revenue will be pressured in 2009, expectations are for cash from operations and free cash flow to increase materially. The majority of the increase is expected to be related to a reduction in inventory from lower resin costs, less raw materials, modest improvement in inventory turnover and a decline in buffer stock for plant closures. In addition, Solo has several options available for additional liquidity through potential real estate sales. At the end of the first quarter of 2009, cash on the balance sheet was $47 million. Free cash flow for the last twelve months was approximately $60 million. Going forward, Fitch believes the ratings have upward potential. Solo has significantly improved its credit profile during the past two years. This is evidenced by a decline in leverage, improved interest coverages and increased free cash flow although interest costs will increase due to the refinancings. If the company continues to execute on its strategic initiatives to improve the business, the economy stabilizes and the capital structure issues are addressed, Fitch would revisit the current Outlook. STEEL DYNAMICS: Moody's Confirms 'Ba1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service confirmed Steel Dynamics Corporation's Ba1 corporate family rating and probability of default rating. At the same time, Moody's confirmed the Ba2 rating on the company's senior unsecured notes. This concludes the review for possible downgrade, which commenced April 28, 2009. The rating outlook was changed to negative. While SDI's financial metrics are expected to contract materially in 2009, particularly as reflected by elevated leverage ratios (as measured be the debt/EBITDA ratio) given the fall off in demand in its core business segments, the Ba1 corporate family rating considers the company's low cost mini-mill operating structure, and its diversified product mix, which has shifted in recent years toward higher value-added steel and specialty alloys. The rating also acknowledges the company's recent actions to improve its liquidity position, which include an amendment to its secured bank revolver and the issuance of common equity and convertible debt. These actions resulted in the removal of potential covenant default issues under the revolver and repayment of the term loan. While the corporate family rating acknowledges the challenges facing the company as steel industry conditions remain difficult with very weak demand and low, albeit marginally improving capacity utilization levels, it anticipates the ability of the company to exhibit an improving earnings trend as industry conditions stabilize and inventory adjustments are completed. In the first quarter of 2009, the company's steel mills operated at roughly 46% of capacity, ferrous metals recycling at around 42% of processing capacity, and its fabricating operations at approximately 45%. Although Moody's does not expect that these run rates will materially improve in 2009 Moody's do believe that conditions have bottomed and incremental improvement is likely through the balance of 2009. The actions taken by the company to match production to demand and reduce costs are expected to result in quarterly performance improvement over the balance of 2009, particularly in the second half at which time, Moody's expect the company to exhibit improving profitability. Moody's anticipates that the company's cost cutting actions coupled with incremental productivity improvements and a strengthened liquidity profile will enable the company to manage in the current environment without further significant deterioration. Moody's believes that SDI is among the lowest cost steel producers in the U.S., on a per ton basis, enabling the company to better manage through periods of low prices and sluggish demand. Given the company's five EAF mini-mills and vertical integration into downstream fabrication and upstream scrap and pig iron, Moody's expects the company to exhibit strong performance when demand and price materially improve. Further, the company's recent credit amendments, which allowed SDI to suspend its total leverage covenant until December 31, 2010 and increase the headroom under its interest coverage covenant, relieve Moody's concern over a potential covenant violation in the ensuing quarters. SDI also benefits from flexible labor arrangements, the absence of a defined benefit pension program, and manageable environmental liabilities. The negative outlook captures Moody's expectations that SDI's performance will continue to be challenged by weakness across virtually every steel end market and could deteriorate beyond Moody's current forecast, which anticipates an improving profit performance over the second half of 2009. The negative outlook also reflects Moody's expectation that anticipated near-term losses and reduced business activity levels will further constrain cash generation in the upcoming quarters. Should the anticipated profit improvement not be achieved or capacity utilization rates not improve to above the current 50% level, the rating would come under pressure. Confirmations: Issuer: Steel Dynamics, Inc. -- Probability of Default Rating, Confirmed at Ba1 -- Corporate Family Rating, Confirmed at Ba1 -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2, (LGD 4, 66%) Outlook Actions: Issuer: Steel Dynamics, Inc. -- Outlook, Changed To Negative From Rating Under Review The last rating action on SDI was April 28, 2008, when Moody's placed the ratings of SDI under review for possible downgrade. Headquartered in Fort Wayne, Indiana, Steel Dynamics had total consolidated net steel shipments of approximately 5.6 million tons and generated revenues of $8.1 billion in 2008. SUNG TAE KIM: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Sung Tae Kim Kang Kim II aka Kang II Yu 1117 S. Wilton Place Los Angeles, CA 90019 Bankruptcy Case No.: 09-25764 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Vincent P. Zurzolo Debtors' Counsel: Daniela P. Romero, Esq. Law Office of Daniela P Romero 3600 Wilshire Blvd, Ste 820 Los Angeles, CA 90010 Tel: (213) 387-1300 Fax: (213) 387-2300 Total Assets: $2,456,000 Total Debts: $3,451,401 A full-text copy of the Debtors' petition, including a list of their 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-25764.pdf The petition was signed by the Joint Debtors. SYLVIA MARTIN: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Sylvia S. Martin 15 South Auburndale Street Memphis, TN 38104 Bankruptcy Case No.: 09-26682 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Jennie D. Latta Debtor's Counsel: James D. Gentry, Esq. Toni Campbell Parker, Esq. Gentry Arnold, PLLC 5050 Poplar Avenue, Suite 511 Memphis, TN 38157 Tel: (901) 591-8800 Fax: (901) 492-4905 Email: gentrybankruptcy@gentryarnold.com Total Assets: $3,316,629 Total Debts: $2,370,154 The Debtor identified Baptist Memorial Hospital Memphis with medical services claim for $250 as its largest unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tnwb09-26682.pdf The petition was signed by Kathryn A. Biery, president of the Company. TRANSMERIDIAN EXPLORATION: U.S. Trustee Unable to Appoint Panel --------------------------------------------------------------- The United States Trustee informed the U.S. Bankruptcy Court for the Southern District of Texas that it was unable to appoint an Official Committee of Unsecured Creditors in the bankruptcy cases of Transmeridian Exploration Incorporated. The U.S. Trustee said it had contacted unsecured creditors, but too few creditors expressed an interest in being appointed to the Committee. The Court is scheduled to consider approval today the disclosure statement explaining Transmeridian Exploration's reorganization plan. As reported in the Troubled Company Reporter on June 3, 2009, the Debtors submitted to the Court a consolidated plan of liquidation, dated as of May 29, 2009, and a joint disclosure statement with respect to said plan. Bloomberg News' Bill Rochelle has reported that the Plan is premised on the sale of a principal asset for $35 million in two- year notes. According to Mr. Rochelle, unless a higher bid appears at auction for the interest in the field in Kazakhstan, the buyer is to be a Kazakhstan company affiliated with an individual named Erlan Sagadiev, who was retained to provide consulting and management services for the operations in Kazakhstan. The company originally intended to sell the operations in Kazakhstan before confirmation of a reorganization plan but the Bankruptcy Court ruled that the sale could only occur as part of a plan. To meet the Court's requirements, the Company filed a plan and explanatory disclosure statement at the end of May. In exchange for their $300 million in secured claims, the noteholders are to receive the $35 million in notes from the sale, less the $700,000 in financing that Mr. Sagadiev provided for the reorganization effort. The noteholders also will receive 80% of cash left in the company after the sale. Unsecured creditors, whose claims may total as much as $12.7 million, are to have the other 20% of available cash. A full-text copy of the disclosure statement explaining the Debtors' consolidated plan of liquidation is available at: http://bankrupt.com/misc/transmeridan.DS.pdf Headquartered in Houston, Texas, Transmeridian Exploration Incorporated is an independent energy company engaged in the business of acquiring, developing and producing oil and natural gas. Its activities are primarily focused on the Caspian Sea region of the former Soviet Union. The License and oil and gas production in Kazakhstan is handled through the Debtors' wholly owned subsidiary, JSC Caspi Neft TME, a joint stock company organized under the laws of Kazakhstan. The Company and two affiliates filed for Chapter 11 protection on March 30, 2009 (Bankr. S.D. Tex. Lead Case No. 09-31859). Judge Marvin Isgur presides over the case. John Wesley Wauson, Esq., and Matthew Brian Probus, Esq., at Wauson & Probus, serve as the Debtors' bankruptcy counsel. As of September 30, 2008, the Debtor has total assets of $377,902,000 and total debts of $451,678,000. TORREYPINES THERAPEUTICS: Seek Stockholder OK on Dissolution Plan ----------------------------------------------------------------- TorreyPines Therapeutics, Inc., will hold a Special Meeting of Stockholders on July 9, 2009 at 9:00 a.m. local time at the Company's executive offices located at 11085 North Torrey Pines Road, Suite 300, La Jolla, California. The purpose of the Special Meeting is to: -- approve the liquidation and dissolution of the Company pursuant to a Plan of Liquidation and Dissolution of the Company; -- consider and vote upon a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Plan of Dissolution; -- conduct any other business properly brought before the meeting and any postponement or adjournment of the meeting. Pursuant to the Plan of Dissolution, TorreyPines Therapeutics will continue to pursue the sale of either the Company or tezampanel and NGX426, its clinical stage ionotropic glutamate receptor antagonist product candidates, or any other assets of the Company. Alta Partners, which owned 13.9% of TorreyPines Therapeutics common stock as of May 26, 2009, has indicated that it is interested in acquiring the rights to tezampanel and NGX426. Dr. Jean Deleage, a managing director of Alta Partners, was a member of the TorreyPines Board of Directors until May 27, 2009. To provide parties additional time to express interest in acquiring the Company or its assets, the Board plans to review and negotiate, but not to make a binding commitment to, any transaction until June 30, 2009, with the objective of paying creditors and maximizing the return, if any, to stockholders, although the Board can not provide any assurance of achieving those objectives. Because the Company's three remaining employees have severance claims under their employment agreements with the Company, they have an interest in any potential transaction. The Company therefore intends to have the Strategic Transaction Committee of the Board of Directors, consisting of the independent, disinterested directors, evaluate any proposals received. The Plan of Dissolution contemplates the sale of all of TorreyPines Therapeutics' remaining non-cash assets without further stockholder approval. Stockholder approval of the Plan of Dissolution will constitute approval of any and all such future asset dispositions on such terms as are approved by our Board of Directors in its sole discretion. The prices at which TorreyPines Therapeutics will be able to sell various assets depend largely on factors beyond its control, including, without limitation, the condition of financial markets, the availability of financing to prospective purchasers of the assets, any required United States and foreign regulatory approvals, public market perceptions and limitations on transferability of certain assets. Stockholders of record at the close of business on May 26, 2009, will be entitled to notice of the Special Meeting and to vote at the meeting or any adjournment or postponement. The Company says its Board of Directors has carefully reviewed and considered the terms and conditions of the Plan of Dissolution and has concluded that the liquidation and dissolution of the Company, pursuant to the Plan of Dissolution, is in the best interests of the Company and its stockholders. The Board has approved the proposal and recommends for its proposal. Meanwhile, on June 12, 2009, the Company received notice from Dr. Jason S. Fisherman that he was resigning from the Company's Board of Directors effective immediately. No reason was given for Dr. Fisherman's resignation. A full-text copy of the Company's Proxy Statement is available at no charge at http://ResearchArchives.com/t/s?3e19 About TorreyPines Therapeutics La Jolla, California-based TorreyPines Therapeutics, Inc., (NASDAQ: TPTX) -- http://www.tptxinc.com/-- is a biopharmaceutical company committed to providing patients with better alternatives to existing therapies through the research, development and commercialization of small molecule compounds. The Company's goal is to develop versatile product candidates each capable of treating a number of acute and chronic diseases and disorders such as migraine, acute and chronic pain, and xerostomia. The Company currently has three clinical stage product candidates: two ionotropic glutamate receptor antagonists and one muscarinic receptor agonist. TorreyPines Therapeutics had $6.70 million in total assets, $4.87 million in total liabilities, and $1.83 million in stockholders' equity at March 31, 2009. * * * Ernst & Young LLP, the Company's independent registered public accounting firm, has included an explanatory paragraph in their report on the Company's 2008 financial statements related to the uncertainty and substantial doubt of its ability to continue as a going concern. The Company received on March 31, 2009, a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that based on the Company's stockholders' equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2008, the Company does not comply with the minimum stockholders' equity requirement of $10 million for continued listing on The Nasdaq Global Market as set forth in NASDAQ Marketplace Rule 4450(a)(3). TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16 -------------------------------------------------------------- True Temper Sports, Inc., on June 15, 2009, amended the existing forbearance with the lenders in its 2006 Restated Credit Facility, to extend the forbearance through July 16, 2009. The Company has negotiated the terms of a 90-day forbearance with all of the lenders in the Company's revolving credit facility, and a majority of the lenders in the Company's 2006 Restated Credit Facility. The lenders in the Company's revolving credit facility and 2006 Restated Credit Facility initially agreed not to exercise their rights as a result of the default through June 16, 2009, provided the Company adheres to the requirements of the forbearance terms. Upon expiration of the forbearance period, the forbearance will be immediately and automatically terminated and be of no further force or effect. On March 16, 2009, the Company did not make the principal payment then due on its revolving credit loans, in an aggregate amount equal to $20.0 million -- including $17.0 million in borrowings and $3.0 million in outstanding letters of credit -- due to the lenders under the 2006 Restated Credit Facility. The Company's failure to make the scheduled principal payment on the revolving credit loans is an Event of Default under the 2006 Restated Credit Facility, which entitles the lenders to immediately accelerate the repayment of all other amounts borrowed under the 2006 Restated Credit Facility together with accrued and unpaid interest thereon. Also on March 16, 2009, the Company did not pay interest then due to the holders of its 8-3/8% Senior Subordinated Notes due 2011. The failure to pay interest constituted an Event of Default under the Indenture, which gave the holders of the 8-3/8% Notes the right to accelerate the payment of the principal together with accrued and unpaid interest thereon. The non-payment of principal then due under the 2006 Restated Credit Facility also constituted an Event of Default under the Indenture. The non-payment of interest under the Indenture also constituted an Event of Default under a Second Lien Credit Agreement. The non-payment of principal under the 2006 Restated Credit Facility, if continued for 90 days after notice or if the maturity of principal of the 2006 Restated Credit Facility is accelerated, will constitute an Event of Default under the Second Lien. As of March 29, 2009, the Company's long-term debt obligations consist of: 8-3/8% Senior Subordinated Notes due 2011 $125,000,000 2006 Restated Credit Facility 101,733,000 Second Lien 45,000,000 ------------- Total debt $271,733,000 Due to the events of default, all of the Company's debt has been classified as a current liability on its consolidated balance sheets as of March 29, 2009 and December 31, 2008. The Company has said its non-compliance with its loan covenants, decreasing revenues resulting from the current global economic downturn, and substantial annual cash interest payment requirements raise substantial doubt about its ability to continue as a going concern under its existing capital structure. The Company has retained the investment banking firm, Lazard Middle Market, to assist it in exploring alternatives to enhance the Company's capital structure. The Company is in discussions with certain lenders under the 2006 Restated Credit Facility, the Second Lien, and the 8-3/8% Notes to refinance or restructure its debt. In addition to addressing the Company's capital structure, management has also enacted restructuring plans to address operating costs by reducing headcount on a global basis, significantly reducing fixed costs at the Company's manufacturing facilities, renegotiating lease terms and rental rates for certain of the Company's facilities, and decreasing discretionary spending on items such as travel, entertainment, and certain marketing expenses. There can be no guarantee that any restructuring or refinancing plan will be successfully implemented. Failure to successfully implement a restructuring or refinancing plan or otherwise address compliance issues under the 2006 Restated Credit Facility, the Second Lien, or the 8-3/8% Notes within the time frame permitted may have a material adverse effect on the Company's business, results of operations, and financial position, and may materially impact the Company's ability to continue as a going concern. True Temper Sports, Inc., designs, manufactures and markets golf shafts. The Company also designs, manufactures and markets products such as steel and titanium alloy bicycle frames, composite bicycle components, such as forks and handlebars, and graphite hockey sticks. In 2008, approximately 70% of the Company's revenue was generated through the sale of steel golf shafts. At March 29, 2009, the Company had $190,194,000 in total assets and $316,214,000 in total liabilities, resulting in $126,020,000 stockholders' deficit. TRUE TEMPER SPORTS: Lenders Extend Forbearance Through July 16 -------------------------------------------------------------- MGM MIRAGE has concluded that there is no longer substantial doubt about its ability to continue as a going concern as a result of a series of transactions it executed in May 2009 to improve its financial condition. On May 19, 2009, as reported by the Troubled Company Reporter, MGM MIRAGE completed a public offering of 164.5 million shares of its common stock at $7 per share, with proceeds of roughly $1.1 billion. In addition, the Company launched a private placement of senior secured notes; $650 million of 10.375% senior secured notes due May 2014 and $850 million of 11.125% senior secured notes due November 2017. In conjunction with the transactions, the company entered into Amendment No. 6 and waiver to its senior credit facility, which required the Company to: 1) permanently repay $826 million of the credit facility, and 2) treat the $400 million in aggregate repayment of the credit facility borrowings made as a condition to Amendment No. 2 and Amendment No. 5 as a permanent prepayment of the credit facility borrowings. Other changes were made as a part of the amendment, including: 1) amending certain financial and non-financial covenants, 2) allowing the issuance of equity and debt securities of up to $3.0 billion and the ability to grant liens to secured indebtedness up to $1.5 billion, 3) amending restrictions in prepayment and redemption of certain indebtedness, 4) provide that 50% of net proceeds from any future asset sales would be used to permanently reduce the senior credit facility, subject to any similar requirements in other debt instruments, and 5) fix the LIBOR margin at 4.00% and the base rate margin at 3.00%. The Company has significant indebtedness and significant financial commitments in 2009. In addition to commitments under employment, entertainment and other operational agreements, the Company's financial commitments and estimated capital expenditures in 2009, as of December 31, 2008, totaled approximately $2.8 billion. Based upon facts and circumstances that existed as of December 31, 2008, the Company had previously disclosed that there was substantial doubt about its ability to continue as a going concern and the report of the Company's independent registered public accountant contained an explanatory paragraph with respect to the Company's ability to continue as a going concern. The Company filed with the Securities and Exchange Commission updated audited consolidated financial statements as of and for each of the three years ended December 31, 2008, and an updated report of the Company's independent registered public accounting firm. A full-text copy of the disclosures is available at no charge at http://ResearchArchives.com/t/s?3e1e About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- is a hotel and gaming company. It owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois. The report of Deloitte & Touche, LLP, MGM MIRAGE's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2008, contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. * * * As reported by the Troubled Company Reporter on May 20, 2009, Standard & Poor's Ratings Services raised its corporate credit ratings on MGM MIRAGE and its subsidiaries to 'CCC+' from 'CCC', reflecting the substantial boost to MGM MIRAGE's intermediate-term liquidity profile provided by the recent $2.5 billion capital raise (prior to any over-allotments on the equity offering). S&P also removed all ratings from CreditWatch, where they were placed with positive implications on May 13, 2009, following MGM MIRAGE's announced plans to raise at least $2.5 billion of capital. The rating outlook is developing. The TCR said May 15 that Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of Default Rating following the company's announcement it intends to issue $1.0 of new common equity and $1.5 billion of new senior secured notes. A B1 rating was assigned to the proposed $1.5 billion senior secured guaranteed notes. MGM has an SGL-4 Speculative Grade Liquidity rating and a negative rating outlook. TRW AUTOMOTIVE: Moody's Holds 'Caa1' Probability of Default Rating ------------------------------------------------------------------ Moody's Investors Service confirmed TRW Automotive, Inc.'s Probability of Default Ratings at Caa1. In a related action TRW's Corporate Family Rating was lowered to Caa2 from Caa1 and the ratings for the senior secured credit facilities were lowered to B2 from B1. The ratings of the guaranteed senior unsecured notes were confirmed at Caa2. The Speculative Grade Liquidity Rating is affirmed at SGL-4. The outlook is negative. This action concludes the review initiated on October 7, 2008. TRW's Caa1 Probability of Default rating continues to reflect Moody's expectations of significantly weaker operating performance and credit metrics over the intermediate term resulting from weak automotive production levels in North America and Europe. Also incorporated in the Probability of Default rating is Moody's expectation that upon completion of a planned amendment of covenant levels in its senior secured credit facilities the company will have sufficient operating flexibility and liquidity to continue to restructure its operations in response to the severe industry downturn. TRW's competitive position is expected to continue to benefit from its strong position in safety products, and a sound level of geographic, customer, and product diversification. While recent U.S automotive sales data indicates higher sequential sales for May, year-over-year results continue to reflect significant deterioration in consumer demand. Moody's expects unemployment rates in the U.S., currently 9.4%, will continue to climb over the near term, dampening prospects of a U.S. automotive sales recovery in the second half of 2009. Jobless rates in Euro zone countries, currently 9.2%, are expected to increase through 2010 and will negatively impact geographically diverse automotive suppliers such as TRW. These pressures have 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. The company has executed restructuring actions such as a 19% workforce reduction from year-end 2007 levels, facility closures, short-week working schemes in Europe, and decreased capital spending. Additional restructuring actions are expected over the near-term. For the LTM period ending April 3, 2009 (calculated using Moody's standard adjustments), TRW's EBIT/interest expense was approximately 0.4x, total Debt/EBITDA was approximately 5.9x, and free cash flow was $256 million. These credit metrics are expected to deteriorate over the near-term as a result of weak industry conditions. The negative outlook considers the risk of additional deterioration in the automotive industry resulting from weak global economic conditions, the ongoing costs and implementation risks of the company's restructuring initiatives, and the impact of these concerns on TRW's liquidity and financial flexibility over the near-term. Further affecting the company's operating performance will be the need for additional restructuring actions at GM, Chrysler, and other OEMs, as they adjust their operations to the lower sales environment expected over the intermediate term. The Detroit-3 represented about 35% of TRW's 2008 revenues. These restructuring actions include plant closures and consolidations, and platform cancellations which will challenge the operating efficiency and financial flexibility of all related automotive suppliers. TRW's liquidity rating of SGL- 4 continues to reflect weak liquidity expected over the next twelve months. Incorporated in this view is the expectation that TRW's operations will consume cash over the next twelve months, as a result of weak industry conditions. This expectation includes modest amounts of debt amortization. The company's cash and cash equivalent balances at April 3, 2009 were $535 million. Subsequent to that date, the company drew down approximately $1.2 billion under its revolving credit facilities. TRW will likely reduce borrowings under the revolving credit facilities once the amendment to the bank credit facilities that it is seeking from its lenders is completed. However, utilization under the revolving credit facilities is expected to increase as the year progresses, given the anticipated free cash flow burn. The revised financial covenants under the bank credit facility are expected to provide sufficient cushion for the company to fund the potential cash flow burn. Alternative liquidity arrangements will continue to be limited by the current bank liens over substantially all of the company's assets. Ratings Confirmed: -- Probability of Default Rating; at Caa1; -- $500 million senior unsecured notes due 2014, at Caa2 (LGD5, 81%); -- Euro 275 million senior unsecured notes due 2014, at Caa2 (LGD5, 81%); -- $600 million senior unsecured notes due 2017, at Caa2 (LGD5, 81%); Ratings Lowered: -- Corporate Family Rating, to Caa2 from Caa1; -- $1.4 billion combined senior secured domestic and global revolving credit facilities, to B2 (LGD2, 27%) from B1 (LGD2, 15%); -- $600 million senior secured term loan A, to B2 (LGD2, 27%) from B1 (LGD2, 15%); -- $500 million senior secured term loan B, to B2 (LGD2, 27%) from B1 (LGD2, 15%); Rating affirmed: -- Speculative Grade Liquidity Rating, at SGL-4 The last rating action was on March 26, 2009 when the Corporate Family Rating was lowered to Caa1 and remained under review for further downgrade. TRW Automotive, Inc., headquartered in Livonia, Michigan, is among the world's largest and most diversified suppliers of automotive systems, modules, and components to global vehicle manufacturers and related aftermarket. The company has four operating segments: Chassis Systems, Occupant Safety Systems, Automotive Components, and Electronics. Its primary business lines encompass the design, manufacture, and sale of active and passive safety related products. Revenues in 2008 were approximately $15.0 billion. TV DAIRY: Gets Interim Approval to Use FDIC Cash Collateral ----------------------------------------------------------- TV Dairy LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral for the purposes of funding its day-to-day business operations. The Debtor has financed its operations with credit facilities extended by New Frontier Bank. The Federal Deposit Insurance Company, as receiver for New Frontier Bank, claims to have prior, perfected security interests in the Debtor's equipment, inventory, livestock, accounts receivable and general intangibles, as well as all proceeds. The Debtor owes additional prepetition debt to Scott Busker, who may assert an interest in cash collateral as well as certain real estate owned by principals of the Debtor. The Debtor would dispute any interest that Mr. Busker may claim in cash collateral. David P. Hutchinson, Esq., at Otten Johnson Robinson Neff + Ragonetti, P.C., notes that milk production is entirely dependent on healthy livestock. Based on current market prices, the Debtor spends approximately $240,000 per month for feed and related products. Labor and other miscellaneous costs bring the Debtor's monthly operating expenses to approximately $490,000, exclusive of debt service payments to the Prepetition Lender. Failure to pay for feed or the labor associated with maintaining the Debtor's livestock would result in an immediate and accelerating decline in milk production and revenue, and would jeopardize the health of animals that also have been pledged as collateral for Prepetition Lender's loans. The Debtor has submitted a budget for the period June 15, 2009 through August 31, 2009, as part of its bid to use cash collateral. TV Dairy also asks the Court to enter an order finding that the FDIC's interests, as receiver for New Frontier Bank, will be adequately protected without additional relief under Section 363(e) of the Bankruptcy Code. Mr. Hutchinson explains that it is apparent that the value of the Prepetition Lender's collateral1 will not be impaired, and in fact can only be maintained, by allowing the Debtor to pay for feed, labor and other products and services associated with the day-to- day operation of its business. Agreed Interim Order The FDIC has approved the form and content of a proposed interim order authorizing the Debtor to use cash collateral. Judge Michael E. Romero has signed the interim order. A copy of the Interim Order together with the Budget is available for free at http://bankrupt.com/misc/TV_Dairy_Cash_Order.pdf Subject to any subsequent ruling by the Court that the FDIC-R's liens are subordinate or invalid or that the granting of a super- priority administrative claims is unwarranted, the FDIC is granted an allowed super-priority administrative claim pursuant to Sections 507(b) of the Code for all of the Cash Collateral Use Amount, which shall have priority over any and all other indebtedness, all administrative expenses and priority expenses of any kind except for up to $7,500 for fees, costs, and expenses of any chapter 11 or chapter 7 trustee. However, the United States Trustee, the Debtor and other parties in interest shall retain the right to object to the granting of an allowed super-priority administrative claim in favor of the FDIC-R at the final hearing to be held on July 23, 2009 and as part of a final order. About TV Dairy TV Dairy LLC owns and operates a dairy facility located near Ft. Lupton, Colorado. The dairy operation milks approximately 1,500 cows three times per day. The sale of milk generates more than $400,000 in monthly revenue based on current market prices, accounting for more than 90 percent of the Debtor's income. TV DAIRY: Proposes Weinman & Associates as Counsel -------------------------------------------------- TV Dairy LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Weinman & Associates P.c. as counsel. Weinman will represent the Debtor in connection with its bankruptcy case, including the preparation of the statements and schedules, the plan of reorganization and disclosure statement, and related matters. The firm has received a $40,000 retainer from the Debtor. The firm will bill at its customary hourly rates: Jeffrey A. Weinman, Esq., will charge $375 per hour; William A. Richey, Esq., $275 per hour; and Lisa Barenberg, paralegal, $130 per hour. The firm has no connection with the Debtor, its creditors, the U.S. Trustee, or any other party-in-interest except that Jeffrey A. Weinman, Esq., president of the firm, is a Chapter 7 panel trustee. Mr. Weinman says he and his firm are "disinterested persons" as defined in 11 U.S.C. Sec. 101(14). The firm may be contacted at: Jeffrey A. Weinman, Esq. William A. Richey, Esq. 730 17th Street Suite 240 Denver, Colorado 80202 Tel: (303) 572-1010 Fax: (303) 572-1011 E-mail: jweinman@epitrustee.com Wrichey@weinmanpc.com TV Dairy LLC owns and operates a dairy facility located near Ft. Lupton, Colorado. The dairy operation milks approximately 1,500 cows three times per day. The sale of milk generates more than $400,000 in monthly revenue based on current market prices, accounting for more than 90 percent of the Debtor's income. UAL CORP: Directors Reelected; Aims to Boost Liquidity ------------------------------------------------------ At its annual shareholder meeting dated June 11, 2009, UAL Corporation discussed its plan to address the current economic challenges and position the company for success going forward, disclosed a company statement. Shareholders also re-elected each of the Company's directors for a one-year term at UAL's 2009 Annual Meeting. "We are doing the work to compete in the current environment and put United on a path to profitability," said Glenn F. Tilton, chairman, president and chief executive officer of UAL Corporation and United Air Lines, Inc. "By electing our directors to another term, our shareholders have endorsed the progress we are making." Kathryn Mikells, United's chief financial officer, discussed the steps United is taking to further reduce costs and raise liquidity, ensuring United has the financial capacity needed to manage the challenges the industry faces. John Tague, executive vice president and chief operating officer, discussed the work United is doing to improve every facet of the customer experience from the on-time performance and cleanliness of its flights to the workability of the products on board. This work has resulted in a 10 percent improvement in the satisfaction ratings of United's most loyal customers and $18 million in payouts to front-line employees for delivering top on-time performance for the first five months of the year, notes the statement. Each of the 10 directors standing for election by the common stockholders of the company was re-elected: * Richard J. Almeida -- retired chairman and chief executive officer of Heller Financial, Inc. * Mary K. Bush -- president of Bush International, a global consulting firm * W. James Farrell -- retired chairman and chief executive officer of Illinois Tool Works, Inc., an engineering components manufacturer * Walter Isaacson -- president and chief executive officer of the Aspen Institute, an international education and leadership organization; former chairman and chief executive officer of CNN * Robert D. Krebs -- retired chairman and chief executive officer of Burlington Northern Santa Fe Corporation * Robert S. Miller -- executive chairman of Delphi Corporation, a supplier of mobile electronics and transportation systems; former non-executive chairman of the board of Federal Mogul Corporation, an auto parts supplier, and former chairman and chief executive officer of Bethlehem Steel Corporation * James J. O'Connor -- retired chairman and chief executive officer of Unicom Corporation, a holding company, and its wholly owned subsidiary, Commonwealth Edison Company * Glenn F. Tilton -- chairman, president and chief executive officer of UAL Corporation and its wholly owned subsidiary, United Air Lines, Inc.; former vice chairman of ChevronTexaco Corporation; former chairman of the board and chief executive officer of Texaco, Inc. * David J. Vitale -- former senior advisor to the chief executive officer of the Chicago Public School system and the former chief administrative officer of the Chicago Public School system; former president and chief executive officer of the Chicago Board of Trade * John H. Walker -- chief executive officer of Global Brass and Copper and the former chief executive officer and president of the Boler Company, a transportation manufacturer; former chief executive officer, former president and chief operating officer of Weirton Steel Corporation In addition, holders of two classes of preferred stock -- the Class Pilot MEC Junior Preferred Stock and the Class IAM Junior Preferred Stock -- elected Captain Stephen A. Wallach and Stephen R. Canale as UAL directors. Mr. Wallach is Master Chairman of United Airlines ALPA-MEC (Air Line Pilots Association -- Master Executive Council) and Captain, United Boeing 747-400; Mr. Canale is Retired President and Directing General Chairman of the IAM (International Association of Machinists and Aerospace Workers) District Lodge 141. Final voting tallies will be included in the company's next quarterly report filed with the Securities and Exchange Commission. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. UAL CORP: Expects Revenues to Slide 18% in Second Quarter --------------------------------------------------------- UAL Corp, the holding company of United Air Lines, Inc., filed with the U.S. Securities and Exchange Commission on June 17, 2009, an investor update related to its financial and operational outlook for the second quarter of 2009. UAL previously filed with the SEC an investor update for its financial and operation outlook for the second quarter of 2009 on April 21, 2009. Capacity Kathryn A. Mikells, senior vice president and chief financial officer of UAL, discloses that the second quarter 2009 consolidated available seat miles are expected to be down 9% year-over-year, at the low end provided on April 21, 2009. She notes that second quarter 2009 consolidated revenue passenger miles are also estimated to be down 9.5% to 10.5% year-over-year. Revenue Ms. Mikells says that UAL estimates consolidated passenger revenue to be down 17.9% to 18.9% year-over year for the second quarter, and mainline PRASM to be down 20.1% to 21.1% year-over- year. Non-Fuel Expense According to Ms. Mikells, UAL expects second quarter 2009 mainline non-fuel unit cost per ASM, excluding profit sharing and certain accounting charges, to be flat to up 0.5% year-over-year, and consolidated CASM, excluding profit sharing and certain accounting charges, to be up 1% to 1.5% year-over-year. She explains that these estimates compare to the outlook on April 21, 2009, of an increase of 2% to 3% year-over-year for mainline CASM and 2.5% to 3.5% year-over-year for consolidated CASM, both excluding profit sharing and certain accounting charges. Fuel Expense UAL estimates mainline fuel price, including the impact of cash settled hedges, to be $1.91 per gallon for the second quarter. Ms. Mikells reminds the investors that UAL has previously posted cash collateral with its fuel hedge counterparties that will be used to cover hedge losses as contracts settle. Non-Operating Income/Expense Ms. Mikells discloses that a portion of UAL's total fuel hedge gains and losses are classified as non-operating expense, with the rest classified as operating fuel expense. Based on June 15, 2009 closing forward prices, UAL expects to recognize $95 million of cash losses on settled hedge contracts reported in non- operating expense in the second quarter. Excluding hedge impacts, UAL estimates its non-operating expense to be $135 million to $145 million for the second quarter. Income Taxes Ms. Mikells discloses that because of its net operating loss carry-forwards, UAL expects to pay minimal cash taxes for the future and is not recording incremental tax benefits at this time. UAL also expects an effective tax rate of 0% for the second quarter of 2009 and full year 2009. Unrestricted and Restricted Cash Ms. Mikells says that UAL anticipates an unrestricted cash balance of $2.5 billion, a restricted cash balance of $300 million, and fuel hedge collateral posted with counterparties of $195 million at the end of the second quarter. Credit Facility Fixed Coverage Ratio Covenant Calculation UAL expects to be in full compliance with its credit facility covenants for the second quarter. UAL thus disclosed nature of calculation, as well as an outlook for certain components of the calculation, which it believes will be useful to investors seeking a better understanding of the covenant. Ms. Mikells explains that UAL's credit facility fixed charge coverage ratio requires it to maintain a ratio of EBITDAR to fixed charges for each covenant testing period. EBITDAR represents earnings before interest expense net of interest income, income taxes, depreciation, amortization, aircraft rent and certain cash and non-cash charges as further defined by the Amended Credit Facility and fixed charges represent the sum of cash interest expense and cash aircraft operating rental expense. Other adjustments to EBITDAR include items as foreign currency transaction gains or losses, increases or decreases in our deferred revenue obligation, share-based compensation expense, non-recurring or unusual losses, any non-cash non-recurring charge or non-cash restructuring charge, a limited amount of cash restructuring charges, certain cash transaction costs incurred with financing activities and the cumulative effect of changes in accounting principle. She says that the requirement to meet this ratio resumes beginning in the second quarter of 2009, after a one-year suspension as agreed with UAL's lenders. The required ratio for the periods ended June 30, 2009, September 30, 2009 and December 31, 2009 will be computed based on the three months ended June 30, 2009, the six months ended September 30, 2009, and the nine months ended December 31, 2009; the required ratio in subsequent quarters will be computed based on the twelve months preceding each quarter-end. UAL believes that excluding fuel hedge expenses from non- operating expense is useful to investors because it more clearly depicts the performance of other non-operating revenue and expense items. Fuel Hedge Positions and Collateral According to Ms. Mikells, since March 31, 2009, UAL has purchased additional call options on an incremental 12% of the last nine months of 2009 forecasted consolidated consumption at an average crude oil equivalent strike price of $60 per barrel. In addition, she says that UAL has entered into swap agreements on an incremental 11% of the last nine months of 2009 forecasted consolidated consumption at an average crude oil equivalent price of $63 per barrel. UAL's estimated settled hedge impacts at certain crude oil prices, based on the hedge portfolio as of June 15, 2009 are: Cash Settled Crude Oil Price Hedge Impact 2Q09 3Q09 4Q09 FY09 --------------- ------------ ---- ---- ---- ---- $100 per Barrel Mainline Fuel Price Excluding Hedge ($/gal) $2.84 $2.89 $2.23 Increase/(Decrease) to Fuel Expense ($/gal) ($0.37) ($0.38) $0.02 Increase/(Decrease) to Non-Operating Expense ($/gal) $7M $8M $190M $90 per Barrel Mainline Fuel Price Excluding Hedge ($/gal) $2.60 $2.65 $2.11 Increase/(Decrease) to Fuel Expense ($/gal) ($0.22) ($0.26) $0.09 Increase/(Decrease) to Non-Operating Expense ($/gal) $15M $15M $206M $80 per Barrel Mainline Fuel Price Excluding Hedge ($/gal) $2.36 $2.41 $1.99 Increase/(Decrease) to Fuel Expense ($/gal) ($0.07) ($0.14) $0.15 Increase/(Decrease) to Non-Operating Expense ($/gal) $26M $26M $227M $70.62 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.60 $2.14 $2.19 $1.88 Increase/(Decrease) to Fuel Expense ($/gal) $0.31 $0.07 $0.02 $0.22 Increase/(Decrease) to Non-Operating Expense ($/gal) $95M $36M $35M $247M $60 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.88 $1.93 $1.75 Increase/(Decrease) to Fuel Expense ($/gal) $0.23 $0.10 $0.29 Increase/(Decrease) to Non-Operating Expense ($/gal) $47M $47M $269M $50 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.65 $1.70 $1.63 Increase/(Decrease) to Fuel Expense ($/gal) $0.35 $0.18 $0.34 Increase/(Decrease) to Non-Operating Expense ($/gal) $57M $57M $290M $40 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.41 $1.46 $1.51 Increase/(Decrease) to Fuel Expense ($/gal) $0.41 $0.22 $0.37 Increase/(Decrease) to Non-Operating Expense ($/gal) $63M $60M $299M Moreover, as of June 30, 2009, UAL expects to have $195 million in fuel hedge collateral posted with its fuel hedge counterparties for net out-of-the-money hedges. In addition, UAL expects to recognize, as restricted cash, $50 million in fuel hedge collateral from fuel hedge counterparties for net in-the- money hedges. Projected Fuel Hedge Collateral Balance at Each Quarter End 2Q09 3Q09 4Q09 ---- ---- ---- Based on June 15, 2009 Closing Forward Prices $195M $60M $10M Change in Cash Collateral For Each $5 per Barrel change Price of Crude Oil in Crude Oil price ------------------ ----------------------------- Above $125 No Collateral Required Above $90, less than or equal to $125 $15,000,000 Above $50, less than or equal to $90 $25,000,000 Above $35, less than or equal to $50 $47,000,000 Less than or equal to $35 $34,000,000 Ms. Mikells notes that UAL anticipates to recognize, as restricted cash, fuel hedge counterparties for net in-the-money hedges. UAL also expects to recognize $25 million for each $5 increase in the price of crude oil per barrel above $60, and $47 million for each $5 increase in the price of crude oil per barrel above $70. A full-text copy of UAL's Investor Update dated June 17, 2009, is available for free at: http://ResearchArchives.com/t/s?3df4 About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. UAL CORP: Objects to 4 Claims by Government Agencies ---------------------------------------------------- UAL Corp. seek to resolve four remaining claims filed by U.S. government agencies. Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, relates that the General Services Administration filed Claim No. 44651 for $12,468,816 in August 2005. The Debtors object to the $11,375,919 portion of Claim No. 44651 identified by the GSA for 20,732 tickets purchased by the government that had been either completely or partially unused. Through their audit of the tickets, the Debtors learned that: (i) many of the tickets that the government claimed to be partially used had actually been used in whole or in part; and (ii) many of the tickets that had not been used by the government prior to the Petition Date no longer had value as of the Petition Date because they were beyond the time period that the Debtors' contract of carriage would permit a refund. Moreover, the value of the tickets purchased by the government prepetition that were unused as of the Petition Date, and remained valid on the Petition Date, was $1,544,933, Mr. Slade points out. Subsequently, GSA and United began to negotiate on that issue and GSA reduced its unused tickets claim from $11 million to $4.9 million based on a different methodology. In order to resolve this matter in the interim, the Debtors agreed to GSA's counterproposal even though the Debtors did not agree that the data justifies GSA's claim, Mr. Slade points out. However, under no circumstances can GSA prove a claim for unused and valid tickets prior to the Petition Date for more than $4.9 million, he asserts. Thus, the Debtors believe that GSA's Claim should be reduced from $12,468,615 to $5,992,696. The Transportation Security Administration filed proof of claim no. 42469 for $2,853,441 based on certain Aviation Infrastructure Fees that the TSA believed the Debtors had not paid as of the Petition Date. However, Mr. Slade argues that the Debtors have paid the TSA Claim in full and have even overpaid the Claim. He relates that the Debtors paid the amounts under protest, given pending litigation between the airline industry and the government over the propriety of the ASIF fee collection in general and the TSA's calculation of the ASIF fees in particular. Since they are more than current on their ASIF obligations, the Debtors believe that Claim No. 42469 should be disallowed. The Bureau of Customs and Border Protection filed proof of claim no. 43635 for $2,494,278. Mr. Slade explains that the basis of BCP's Claim is entirely unclear, and the Debtors have, over the years, attempted to investigate the basis of the claim. He notes that based on the Debtors' records and what BCP asserted, the Debtors believe that BCP may have a claim for $230,634 arising out of certain imports through New Orleans. While the Debtors dispute their liability for that amount, they are willing to permit that amount to remain on the claims register in the spirit of compromise, he says. In this regard, the Debtors believe that BCP's Claim should be reduced to $230,634. The Department of Homeland Security filed proof of claim no. 41759 for $2,184,325 based on certain alleged penalties that were assessed against the Debtors before the Petition Date. Mr. Slade discloses that the Debtors are willing to allow the DHS' Claim subject to a reservation of rights on a portion of it -- specifically, on $659,000, which is the subject of a separate piece of litigation pending between the government and the airline industry. If the airline industry prevails in the litigation, the Debtors expect the government to refund to them the money that relates to the litigation, he argues. Mr. Slade asserts that the Claims are essentially the final four issues to be resolved by the Debtors before they close their Chapter 11 cases. He stresses that the Debtors have been trying to resolve these claims for an extensive period of time and expect that the discussions will ultimately lead to a prompt agreement that will permit the Debtors' closing of their Chapter 11 cases. He emphasizes that the Court may need to resolve the claims because, even though the parties appear to be in agreement on the proper amounts of the claims, the government has been unable to consummate an agreement reflecting the agreed terms. Instead, the government has continued to hold back $12 million that it owes the Debtors for tickets bought from the Debtors' postpetition, Mr. Slade asserts. The government's position -- that it can take free airline tickets postpetition based on prepetition bankruptcy claims -- is legally questionable, he argues. If necessary, the Debtors will address this issue at a later date, however, the parties are all best served by a negotiated resolution or, in the absence of an agreement, by the Court sustaining the Debtors' objection, he maintains. Accordingly, the Debtors ask the Court to approve their proposed treatment of the Claims. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. UAL CORP: EEOC Files Motion for Leave to File Amended Claim ----------------------------------------------------------- The United States of America, on behalf of the United States Equal Employment Opportunity Commission, asks the U.S. Bankruptcy Court for the Northern District of Illinois for leave to file an amended administrative expense claim after the bar date. Margaret M. Newell, Esq., in the civil division of the United States Department of Justice, in Washington, D.C., relates that in 2003, several employees of United Air Lines, Inc. filed charges with the EEOC alleging that United was violating the American Disabilities Act by implementing certain nationwide employee policies. Upon receipt of those charges, the EEOC sent notices to United that it was investigating the charges. In December 2004, the EEOC filed two administrative expense claims against United based on the charges filed by Maria R. K. Lowell and Shelly D. Kia in unliquidated amounts. In January 2005, the EEOC sent United two or more notices, wherein the EEOC informed United of its determination that there was reasonable cause to believe that United had violated the ADA with respect to its treatment of the Charging Parties and "a class of employees with disabilities" in several ways. The EEOC initiated its conciliation with United relating to the ADA violations stated in the Determinations. In May 2005, United objected to the EEOC Claims pursuant to the Debtors' 23rd Omnibus Claims Objection. The EEOC responded to the Omnibus Claims Objection and United subsequently withdrew its objection to the EEOC Claims. Accordingly, the EEOC Claims are deemed allowed in unliquidated amounts, Ms. Newell says. Ms. Newell continues that following conciliation efforts, in August 2005, the EEOC issued notice to United of EEOC's decision that conciliation had failed with respect to the ADA violations alleged by the Charging Parties. The Failure to Conciliate Notice also informed United that the EEOC was forwarding the matter to the San Francisco District Office for review of litigation. Pursuant to the Debtors' Confirmed First Amended Joint Plan of Reorganization, a bar date for governmental administrative expense claims was set on July 31, 2006. In September 2006, the EEOC filed a complaint against United in the United States District Court for the Western Washington to correct United's ADA violations and provide relief, including (i) equitable remedies as (a) changes in policies and (b) back pay and interest to be paid to the Charging Parties and similarly situated individuals; and (2) damages pursuant to Section 1981(a) of Title 42 of the United States Code. United informed the EEOC that the Confirmed Plan limits relief available to the EEOC in the Litigation to certain forms of equitable relief and damages relating only to the Charging Parties mentioned in the EEOC Claims. In this regard, Ms. Newell explains, the EEOC files this Motion to Amend to clarify that the timely EEOC Claims are claims for all relief sought in the Litigation. A claim amending the EEOC Claims would also serve to clarify that this claim, in addition to other federal government claims, may be satisfied through set- off, she says. More importantly, she points out that amendment of the EEOC Claims is appropriate because the Litigation flows directly from the charges referenced in the EEOC Claims. She asserts that the EEOC's rights against United are not limited to pursuit of claims that could be brought by Mmes. Lovell and Kia. Instead, the EEOC's rights in connection with the EEOC Claims are set forth in Section 706 of Title 42 of the United States Code, which empowers the EEOC to bring claims for equitable relief and damages based on United's ADA violations against the charging parties and all similarly situated individuals, she stresses. Moreover, Ms. Newell argues that amendment of the EEOC Claims will not prejudice United. She says that pursuant to the notices from the EEOC, United has been kept well-informed of each development from the EEOC's consideration of the charges to the filing of the Complaint in Western Washington District Court. She also assures the Court that amendment of the EEOC Claims would also not prejudice other creditors because any payment to the EEOC Claims would be made by the reorganized debtor and would not affect distributions to other creditors under the Confirmed Plan. Even if the payment of an amended EEOC administrative expense claim would indirectly affect the value of the stock distributed to other creditors, mere diminution of distributions to other creditors is not sufficient to show prejudice because the original EEOC Claims did not mislead or harm the creditors in any way, she maintains. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. UAL CORP: Places $10 Billion Order On Smaller Aircraft ------------------------------------------------------ United Air Lines, Inc. plans to purchase 150 smaller, twin-sized jets, people familiar with the matter told The Chicago Tribune. United may pay up to $10 billion on the new jets, Chicago Tribune notes. While Boeing and Airbus SAS are offering discounts for United to buy their jumbo jets, United is interested in Boeing 777-300ER, which could seat 365 people and provide greater fuel efficiency compared to the four-engine jumbo jets, the report discloses. According to Bloomberg News, United has asked Airbus SAS and Boeing to bid for the planes that will replace the carrier's (i) 111 widebodies and (ii) 97 Boeing 757 narrowbodies, estimated to cost $20 billion. However, United's plan has some analysts worried on how the carrier will take on the additional debt given the travel slump and rising oil prices, Chicago Tribune says. In particular, JPMorgan downgraded United on June 5, 2009, citing the carrier's fragile balance sheet and possible violation of debt covenants should oil prices continue to rise, the report says. Moreover, Fitch Ratings lowered UAL Corp.'s issuer default rating from 'B-' to 'CCC on June 11, 2009, due to revenue concerns, according to The Associated Press. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. UAL CORP: ALPA Seeks Delay of Approval on Immunity Alliance ----------------------------------------------------------- The United Master Executive Council of the Air Line Pilots Association pilots at United Air Lines, Inc., reiterated their request to U.S. Congress to delay the hearing on the Department of Transportation's final approval of United and Continental Airlines Inc.'s application for immunity from antitrust law, Reuters says. The ALPA called on Congress and the U.S. government on May 19, 2009, to delay a scheduled May 31 final hearing for labor to weigh in on the possible ramifications the immunity could produce. In a letter to U.S. President Barack Obama, United MEC Chief Steve Wallach clarified that the union is not opposed to the Star Alliance itself but on the inadequacy of the application to "address the very real threats to American workers' jobs," Reuters notes. In a statement to Reuters, United disagreed with the ALPA's assertion, saying that adding Continental into the Star Alliance would indeed continue to protect American jobs, Reuters discloses. Certain U.S. senators had already asked the Department of Transportation to delay its decision pending further review of the antitrust enforcers on the matter, Reuters adds. Schedule on the immunity hearing is yet to be announced. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20, 2006. The Company emerged from bankruptcy protection on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 12, 2009, Fitch Ratings has downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp. and its principal operating subsidiary United Airlines, Inc. The downgrade reflects Fitch's view that the airline's credit profile is likely to weaken further, as extreme pressure in the revenue environment continues to undermine the positive cash flow impact of lower jet fuel prices in 2009. VEYANCE TECHNOLOGIES: Moody's Junks Corp. Family Rating From 'B3' ----------------------------------------------------------------- Moody's Investors Service lowered the ratings of Veyance Technologies, Inc. -- Corporate Family and Probability of Default Ratings to Caa1 from B3. The outlook is negative. This concludes the review initiated on February 27, 2009. In taking these actions Moody's noted Veyance's fundamental business position as a manufacturer of rubber products, tracks and air springs for the industrial and military markets remains sound. Moody's also recognizes the company's adequate liquidity profile, no significant near-term debt maturities and it is aggressively addressing its cost structure. However, the severe downturn in the global economy across its businesses has resulted in leverage and operating metrics indicative of the lower rating. The downgrade incorporates Moody's view that Veyance has a highly leveraged capital structure. This leverage is driven primarily by about $1.1 billion of debt utilized in the leveraged acquisition of Veyance by The Carlyle Group. Also, the company has completed several follow-on acquisitions that involved additional debt. Since Carlyle's acquisition of Veyance, debt reduction has been limited to term loan amortization. Veyance's end markets have experienced significant contraction due to the continued slowdown in the global economy. The industrial business is the company's largest segment, but is under significant pressures, based upon Moody's view of various end markets. The manufacturing and mining sectors, two of the main drivers of the industrial business' revenues, have contracted and Moody's believes that these sectors will remain weak well into 2010. Moody's acknowledges that Veyance is continuing with its cost reduction initiatives to right size its businesses. The company has reduced headcount and is rationalizing its manufacturing and supply chain cost structures. The company indicated that most cost reduction actions are permanent in nature. It should also benefit from lower raw material and oil prices relative to the previous year. Nevertheless, Moody's believes that these actions are necessary to offset the downturn in its end markets. Veyance will continue to face a very difficult operating environment and meaningful deleveraging by debt reduction at par will be difficult to achieve over the intermediate term. The negative outlook reflects Moody's belief that Veyance's highly leveraged capital structure will continue to hinder its financial flexibility as it contends with the downturn in the global economy and the resulting impact to reduced demand over the intermediate term. These ratings/assessments were affected by this action: -- Corporate Family Rating lowered to Caa1 from B3; -- Probability of Default Rating lowered to Caa1 from B3; -- 1st Lien Sr Secured Bank Credit Facility lowered to B3 (LGD3, 35%) from B2 (LGD3, 35%); and, -- 2nd lien Term Loan due 2015 lowered to Caa3 (LGD5, 84%) from Caa2 (LGD5, 84%). The last rating action was on February 27, 2009 at which time Moody's lowered Veyance's corporate family to B3. Veyance Technologies, Inc., based in Fairlawn, Ohio, is a manufacturer and marketer of engineered rubber products such as hoses, conveyor belts, power transmission products, tracks and air springs for industrial, transportation, military, and consumer end users. WASHINGTON MUTUAL: Group Urges Shareholders to Act Promptly ----------------------------------------------------------- Washington Mutual Shareholders, who wish to protect their stock and its value, must act immediately in an attempt to preserve their rights under the law, in the bankruptcy proceedings of WMI. "We need everyone to write letters in support of protecting their shareholder rights," WAMUEQUITY.ORG says in a news statement. "It is absolutely imperative that we show how many people we are by writing these letters. Our goal is 5,000 letters," WAMUEQUITY.ORG says. "Please be sure others you know, who also hold Washington Mutual Inc. stock write letters," WAMUEQUITY.ORG tells WMI shareholders. "This is the only source of power we have at this point, to be represented in the bankruptcy case, the more letters we get, the louder our voices will be. Please mail your letter today." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WE DID OUR PART: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: We Did Our Part LLC, An Arizona Limited Liability Company 17 W. Vernon #412 Casa Grande, AZ 85003 Bankruptcy Case No.: 09-13888 Chapter 11 Petition Date: June 19, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Steven E. Lee, Esq. 4633 N. 42nd Place Phoenix, AZ 85018 Tel: (480) 213-3315 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 6 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb09-13888.pdf The petition was signed by Terry Walker. WILLIAM WHALEY: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: William L. Whaley, Jr. Paula A. Whaley 296 Vine Swamp Road Kinston, NC 28504 Bankruptcy Case No.: 09-05130 Chapter 11 Petition Date: June 22, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-05130.pdf WILLIS GROUP: S&P Assigns 'BB+' Rating on Subordinated Debt ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'BBB-' senior debt, 'BB+' subordinated debt, and 'BB' preferred stock ratings to Willis Group Holdings Ltd.'s universal shelf, which was filed on June 19, 2009. This shelf replaces a universal shelf registration that expired on June 21, 2009. As part of the new shelf, Willis's subsidiaries -- Trinity Acquisition Plc and Willis North America Inc. -- may issue debt securities. Accordingly, Standard & Poor's assigned its preliminary 'BBB-' senior debt and 'BB+' subordinated debt ratings to those subsidiaries. Willis's wholly owned subsidiaries will guarantee the subsidiary debt securities, if issued. "The ratings reflect Willis's good competitive position as the third-largest global insurance broker, strong peer-leading operating margins, experienced management team, and high client and producer retention levels," noted Standard & Poor's credit analyst Tracy Dolin. "Partially offsetting these positive factors are the group's weak financial flexibility, lack of earnings diversification relative to its global peers, and Willis's high debt burden in the face of challenging market conditions." Standard & Poor's is also concerned about integration risks with Hilb, Rogal & Hobbs, specifically Willis's ability to execute anticipated expense savings initiatives and fully offset HRH's contingent commission income, which will be phased out. On the latter point, Willis has converted 70% of contingent commissions into standard commissions as of March 31, 2009. On June 17, 2009, Willis announced that it is in discussions to potentially sell a portion of its ownership in Gras Savoye, a French insurance broker. Willis currently owns just under 50% of the voting rights in the company. S&P expects that Willis will use the proceeds of the sale, if it takes place, to partially repay its outstanding interim bridge loan, as its bank loan covenants require. Standard & Poor's believes Willis will favor debt repayment over share-repurchases in the intermediate term. Standard & Poor's expects that Willis will repay the outstanding amount on its bridge loan with proceeds from sale of noncore assets and free cash flows. S&P expects that Willis will focus on integrating HRH into its North American operations while achieving meaningful revenue and expense synergies. Willis will likely produce peer-leading organic revenues, mainly in its global and international operations. S&P could lower the rating over the next six months if Willis encounters challenges in integrating HRH or if the company's financial metrics deteriorate. S&P could revise the outlook to stable over the next six months if Willis is successful in the integration of HRH by recognizing at least $100 million of integration synergies and is successful in fully offsetting HRH's contingent commission income with standard commissions. S&P could also revise the outlook to stable if Willis maintains earnings and debt-servicing capability to support the 'BBB-' rating, including sustainable adjusted EBITDA fixed-charge coverage of more than 4.0x. * Former US Attorney for Rhode Islands Joins Burns & Levinson ------------------------------------------------------------- Robert Clark Corrente, the former U.S. attorney for Rhode Island who oversaw prosecution of federal criminal and civil cases and large-scale corruption and organized crime statewide for the past five years, will join Burns & Levinson LLP, a Boston-based law firm with offices in Massachusetts and Rhode Island. Mr. Corrente, 52, who announced a week ago that he would be leaving his high-profile federal post, will join Burns & Levinson as a partner in its Providence, R.I., office on July 1. "Bob is one of the most prominent attorneys in Rhode Island and we are thrilled to have him join our growing Rhode Island litigation practice," said David Rosenblatt, managing partner for Burns & Levinson. "As a U.S. attorney he has earned a reputation as a fearless and diligent prosecutor and we know as a private practice attorney he will show these same attributes in the pursuit of our clients' interests." Partners in the Providence office say that Mr. Corrente's experience will help expand its practice offerings. "His addition gives us the ability to better serve the Rhode Island business community and will enable us to establish a niche in the white collar crime area that is somewhat unique to a full service law firm," said Sean Coffey, partner in the Rhode Island office and member of the firm's executive committee. "We are very pleased to have such a top-flight attorney join our team." Mr. Corrente said he is excited to be joining Burns & Levinson, a firm he views as complementing his longtime experience. "Burns & Levinson has a very strong presence in the Boston market, and they have established a solid foothold in Providence," he noted. "Their litigation department is deep and well-balanced, and provides an excellent platform for my practice in the areas of business litigation, white-collar defense, and internal and government investigations. I'm looking forward to helping them grow the Providence office and the firm as a whole." Before joining Burns & Levinson, Mr. Corrente served for five years as the United States attorney for the District of Rhode Island, the office responsible for prosecuting all federal criminal and civil cases in the state. During his tenure, the office undertook a large public corruption investigation that resulted in the conviction of several state lawmakers, a local hospital and its CEO, and a large health insurer, which paid a penalty of $20 million. Among other highlights, the office also investigated and prosecuted a number of complex fraudulent white- collar and health care schemes, and convicted a large national utility in a lengthy Resource Conservation and Recovery Act (RCRA) trial. Mr. Corrente also expanded the coordination and training elements of the District's Anti-Terrorism Advisory, and established the nation's first Transportation Security Working Group, which brought together law enforcement and industry partners to enhance security on trains and other modes of mass transit. Mr. Corrente has more than 25 years of trial experience in business and commercial litigation in both the federal and state courts and is no stranger to private practice. He began his legal career in 1981 and eventually founded the Providence firm of Corrente, Brill & Kusinitz, where he served as managing partner. In 1998 he became a partner in the litigation department at Hinckley, Allen & Snyder LLP, also in Providence, where he practiced until he became United States attorney. In 1997 Mr. Corrente was appointed to the Rhode Island Supreme Court's Ethics Advisory Panel and was named its chairman in 2002. He also chaired the Rhode Island Judicial Nominating Commission from 1998 to 2000. In addition, he is listed in The Best Lawyers in America, Chambers USA and New England Super Lawyers directories for litigation. He is a member of the bar in both Rhode Island and Massachusetts. Mr. Corrente graduated from Dartmouth College, with highest distinction, in 1978, and earned his J.D. from New York University School of Law in 1981. About Burns & Levinson LLP Burns & Levinson LLP -- http://www.burnslev.com/-- with over 120 attorneys in four offices in New England, is a full-service Boston-based law firm. The firm has expertise in corporate law, finance, venture capital, private equity, tax, bankruptcy, lending and leasing, real estate, business litigation, government investigations and white collar crime defense, intellectual property -- including patent law, and a large private client group -- including estate planning, probate and trust litigation, divorce and other family law issues. In addition, the firm has a wholly owned subsidiary office in Montreal, Quebec, to service its Canadian clients. * Partner Jorian Rose Joins Venable Expands NY Bankruptcy Practice ------------------------------------------------------------------ Venable LLP announced that bankruptcy and restructuring attorney Jorian Rose has joined the firm's New York office as a partner. Mr. Rose was most recently a Managing Director at Macquarie Capital (USA), Inc., where he advised the global investment firm both as an attorney and a principal. Mr. Rose has extensive experience representing clients in distressed and healthy matters. His experience includes representing debtors, creditors, creditors' committees and lenders on restructurings as well as on mergers and acquisitions, capital raises and divestures. He has represented clients across a number of industries including mortgage lending/servicing, real estate, automotive, transportation, retail, energy, healthcare, leasing, and aerospace and defense. While at Macquarie, Mr. Rose played a key role in multiple acquisitions and capital raises. He joined Macquarie when the Australian-based firm acquired Giuliani Capital Advisors LLC, where he had previously been a Managing Director and its General Counsel from 2005 to 2007. Prior to Giuliani Capital, Mr. Rose was a member of the restructuring groups at WilmerHale LLP and Dewey Ballantine LLP. Mr. Rose began his legal career clerking for the Honorable Burton R. Lifland, former Chief Judge of US Bankruptcy Court for the Southern District of New York. Mr. Rose has considerable experience with many complex restructurings and bankruptcies, having represented debtors in large Chapter 11 cases including PSINet, ContiFinancial and KMart. He has also represented various creditors, creditors' committees and lenders in cases including Alamo National (ANC) Rental Car, Glasstech Holdings, Global Crossing, PG&E, Sun Healthcare and Riese Restaurants. "Jorian Rose is the total package," said Edmund O'Toole, partner- in-charge of Venable's New York office. "He has handled all aspects of Chapter 11 cases, working on some of the largest and highest-profile filings. And he's executed numerous acquisitions and other transactions within the bankruptcy and restructuring contexts. Jorian's experience is meaningful not only for the firm's ongoing restructuring and Chapter 11 matters, but for our network of private equity and other investor clients seeking help in structuring and executing deals in and out of bankruptcy, where there is so much increasing activity right now. Jorian is a terrific addition to our bankruptcy practice nationally and certainly in the New York market, where he's been a visible presence for the past decade." Venable is currently engaged on a number of high profile bankruptcy matters including representing Thornburg Mortgage in its Chapter 11 case, and representing the holders of largest block of secured claims in the General Growth Properties' Chapter 11 case. Thornburg Mortgage and General Growth Properties were reported to have over $24 billion and $27 billion in debt, respectively, at the time they entered bankruptcy. During the last several years, Venable has successfully represented investors pursuing asset recovery in the wake of the Enron bankruptcy. To date, the firm has recovered hundreds of millions in connection with Enron's former energy operations. The firm's New York office has also represented investors in one of the largest real estate bankruptcies in New York City, involving 21 multi-family apartment buildings that were used in a Ponzi scheme. "Venable has a strong national bankruptcy platform and impressive full-service capabilities," Mr. Rose said. "I am extremely excited about joining a firm with such great capabilities -- this is one of those unfortunate times in history when clients will certainly need all of them." Mr. Rose received a B.A. from Hobart College (1992) and a J.D. from St. John's University School of Law (1997). An American Lawyer top 100 law firm, Venable LLP -- http://www.venable.com-- has attorneys practicing in all areas of corporate and business law, complex litigation, intellectual property and government affairs. Venable serves corporate, institutional, governmental, nonprofit and individual clients throughout the U.S. and around the world from its headquarters in Washington, D.C. and offices in California, Maryland, New York and Virginia. * US Legal 500 Recommends Berger Singerman ------------------------------------------ Berger Singerman is pleased to announce that it has been recommended by The US Legal 500 for its strong business reorganization practice. This is the first year The Legal 500 considered bankruptcy in its recommendations in the United States, and the firm's Business Reorganization Team was listed as one of the top practices in the Southeast. Published for more than 20 years, The Legal 500 Series provides the most comprehensive worldwide coverage currently available on legal services providers in more than 100 countries. In addition to recognition of The Business Reorganization Team, attorneys Paul Steven Singerman and John Eaton are individually recognized. Mr. Singerman is recognized "as a strong practitioner and has handled many large and complex restructurings and insolvencies" and Eaton in handling "many litigious cases and has extensive experience of breach of fiduciary duty claims." "A recommendation from The US Legal 500 is a true testament to the hard work of our attorneys," said Mr. Singerman. "We constantly strive to provide top quality legal representation, and this is reinforcement of our efforts." Berger Singerman is a Florida business law firm with more than 60 attorneys working out of offices in Boca Raton, Fort Lauderdale, Miami and Tallahassee. Members of the firm have expertise in many areas of commercial law, including banking, creditors' rights, business reorganization, bankruptcy, corporate & securities, dispute resolution and litigation, white collar crime, real estate, environmental and land use, health care, tax, estate planning, and probate. * Ford, Chevy Lead kbb.com Share of Market Interest --------------------------------------------------- Kelley Blue Book unveiled results of the latest analysis by Kelley Blue Book Market Intelligence of recent kbb.com Web traffic patterns, including the top five upward-climbing and downward- declining brands in share of market interest for May 2009 when compared to May 2008. Top Five Upward Climbers Top Five Downward Decliners 1. Ford 1. Toyota 2. Chevrolet 2. Honda 3. Volkswagen 3. Saturn 4. Dodge 4. MINI 5. Kia 5. smart In May 2009, as other domestic manufacturers dealt with issues of bankruptcy and dealer closings, Ford traffic saw the largest year- over-year share of market interest increase of any brand compared with May 2008. A leading contributor to Ford's climb was the Fusion, which saw a 120 percent increase in year-over-year interest from May 2008 to May 2009, likely due to the introduction and heavy promotion of Ford's 2010 Fusion and Fusion Hybrid models. Brands affected by the negative economic news actually saw increases in share of market interest in May 2009 compared with the prior year. The second-highest upward climber of year-over- year share of market interest on kbb.com was Chevrolet. Despite the GM bankruptcy and dealer closings, Chevrolet's share of market interest surged ahead in May 2009, based largely on strong consumer interest in the new 2010 Camaro as well as the Traverse and Equinox crossovers. Other May 2009 share-of-market-interest climbers include Dodge, likely spurred by buyers looking for the deal of a lifetime after Chrysler declared bankruptcy. One exception to the domestic surge is Saturn, whose decline is largely attributable to General Motors' decision to sell the brand as part of its massive government-assisted reorganization process. This sent a signal to consumers that the Saturn brand might cease to exist, which eroded its market share. GM subsequently has announced that Saturn Corporation will be acquired by the Penske Automotive Group, an announcement that may help to reestablish its interest levels in the future. Other brands that fared well were spurred by new-vehicle introductions with heavy support. Kia saw a jump due to the increased popularity of its all-new Soul, while Volkswagen also saw increased kbb.com traffic share in May 2009 compared to the previous year, due to the CC and Routan, both of which have been heavily advertised. Likely reasoning behind May share declines in Toyota, Honda, MINI and smart was their uncommonly high interest in May 2008. At that time with a rapid run-up in fuel prices, consumers took a decided turn toward more fuel-efficient vehicles, boosting the share of audience for all four small-car and primarily sedan-oriented brands. Now, with fuel prices down from their peaks of nearly $5- a-gallon last year, the shares of all four brands are at more 'typical' levels. "Despite the majority of domestic manufacturers recently declaring bankruptcy, three of the top five 'upward climbers' in terms of share of market interest on kbb.com over the past year are domestics, and Ford undoubtedly took the top spot because it managed to avoid bankruptcy altogether," said Jack R. Nerad, executive editorial director and executive market analyst for Kelley Blue Book and kbb.com. "Because gas prices have returned to more normalized levels when compared to last year, the domestics have benefitted even further with their increases in share of market interest as people research fuel-efficient brands like Toyota and Honda less." About Kelley Blue Book Since 1926, Kelley Blue Book, The Trusted Resource(R), has provided vehicle buyers and sellers with the new and used vehicle information they need to accomplish their goals with confidence. The Company's top-rated Web site -- http://www.kbb.com-- provides the most up-to-date pricing and values, including the New Car Blue Book(R) Value, which reveals what people actually are paying for new cars. The Company also reports vehicle pricing and values via products and services, including software products and the famous Blue Book(R) Official Guide. * Study Sees More Car Accidents by Post-Bankruptcy GM, Chrysler --------------------------------------------------------------- A new report predicts that defective General Motors and Chrysler vehicles sold before the bankruptcies will continue to cause deaths and injuries long after the companies emerge as new entities. Based on data provided by both automakers to the National Highway Traffic Safety Administration, more than 3,400 Americans will be injured or killed by a defective Chrysler or GM vehicle during the first year of the post-bankruptcy era. The report, "Public Safety at Risk: Bankruptcies Leave Legacy of Defects, Injuries and Deaths," also forecasts fewer recalls for vehicles built by the old companies, decreasing public safety. The report examines the consequences of a provision in the GM and Chrysler bankruptcies which allows the automakers to shed liability for the vehicles built pre-bankruptcy. While both would be responsible for launching recalls and repairing defects in their current fleet, they would not be responsible for injuries and deaths caused by those defects. This leaves thousands of individuals and families who have current claims uncompensated for injuries or deaths caused by defective vehicles. The loophole will also wipe out any future claims. The report, released by Safety Research & Strategies, finds that between the third quarter of 2003 and the fourth quarter of 2008, Chrysler fielded 3,497 death and injury claims; GM fielded 15,284. These represent an annual average of 636 and 2,779 casualties (individual deaths and injuries) respectively. With more than 40 million vehicles in the U.S. fleet, the two companies accounted for 47% of all claims filed against auto manufacturers during that time period. Yet, GM and Chrysler only represent 38% of the market share. "Combined, GM and Chrysler have a disproportionate share of the claims," said Sean Kane, president and CEO of Safety Research & Strategies, "And there is every reason to conclude that the injury and death rates will continue. But the claims will disappear and that will impact the rate of GM and Chrysler recalls and public safety in the future." From 2004 to 2008, Chrysler issued 109 recalls, affecting 11.4 million vehicles; GM launched 129 recalls, affecting 19 million vehicles. The absence of death and injury claims will likely decrease the number of recalls and remedies GM and Chrysler will conduct after the bankruptcies. "Automakers and NHTSA use death and injury data to monitor and recall defective vehicles," Kane added. "If the claims aren't filed, we lose an important defect surveillance tool. And if the companies bear no liability for deaths and injuries caused by the uncorrected defects, what incentive do they have to recall?" The report, which includes a full state-by-state breakdown of claims, finds that Texas, California, Florida, Ohio and New York lead the nation in Chrysler and GM death and injury claims. The states with the least number of claims are Washington, D.C., North Dakota, Vermont, Wyoming, and South Dakota. Safety Research & Strategies is a consulting and advocacy firm based in Rehoboth, MA. A full-text copy of the report is available at: http://www.safetyresearch.net/chrysler-gm-bankruptcy/ * Turnaround Pros Says Lid on Credit Still Tight ------------------------------------------------ Despite the federal government's priming of the lending pump, most turnaround professionals see scant evidence that troubled businesses are getting the financing needed to survive the recession, according to a statement by Turnaround Management Association. Only 2% of respondents to the Turnaround Management Association's Annual Trend Watch Credit Poll think business credit is more available this year compared to a year ago, and nearly half of those cited refinancings with existing lenders as evidence. Almost half the respondents (46%) expect high-yield default rates to reach the 12% to 15% range this year, underscoring how much harder it is for companies to pay debt. "The credit crunch is being exacerbated not only by the lack of availability of credit, but also by the lack of borrowing capacity of companies needing credit," said TMA Chairman Arthur Perkins, co-head of the West Region Restructuring practice of Deloitte Financial Advisory Services LLP in San Francisco. "Companies levered up so much, including their junior secured [debt], that there's not much left to leverage with declining asset values and revenues." At least seven in 10 said lenders are imposing more restrictive loan covenants and requiring greater conditions to be met before closing. Nearly 60% said lower ratios of loan to EBITDA or collateral are sought. With the exception of asset-based lenders, at least 70% note less activity this year by a broad range of lenders. Just over half (54 percent) said asset-based lenders are less active, but that's nearly double last year's 28 percent. About 90% said the same of traditional senior lenders. "Until [banks] know the extent of their write-offs and their capital base, they don't know how much they can lend," said James Shein, TMA Trend Watch Committee chairman and professor at Northwestern University's Kellogg School of Management in Chicago. Hedge funds and private-equity firms showed less activity, according to about 70% of respondents, but an equal amount identified both as permanent sources of capital. Fewer respondents than last year observe those entities lending to companies in decline. However, 41% think healthy companies traditionally financed by banks are getting help from hedge funds and private-equity firms, up from 32%. Half the respondents said distressed debt trading in bankruptcy or out-of-court restructurings is stalling negotiations and 40 percent said quicker liquidations and sales result. Just under a third said debt trading is raising risk premiums. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ July 10, 2009 THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS Retail Bankruptcy: What You Need To Know Cuba Libre, Atlantic City, N.J. Contact: (732) 694 1800 or http://www.icsc.org/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ July 29-Aug. 1, 2009 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Westin Hilton Head Island Resort & Spa, Hilton Head Island, S.C. Contact: http://www.abiworld.org/ Aug. 6-8, 2009 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Conference Hotel Hershey, Hershey, Pa. Contact: http://www.abiworld.org/ Sept. 10-11, 2009 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 2, 2009 AMERICAN BANKRUPTCY INSTITUTE ABI/GULC "Views from the Bench" Georgetown University Law Center, Washington, D.C. Contact: http://www.abiworld.org/ Oct. 7-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Oct. 20, 2009 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Paris Las Vegas, Las Vegas, Nev. Contact: http://www.abiworld.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: June 19, 2009 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2009. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***