/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090706.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 6, 2009, Vol. 13, No. 185 Headlines 38 S LAFAYETTE: Involuntary Chapter 11 Case Summary 2646 SOUTH LOOP WEST: Voluntary Chapter 11 Case Summary ABITIBIBOWATER INC: S&P Expects Negligible Unsec. Debt Recovery ACCENTIA BIOPHARMA: Can Use Cash Collateral Until August 4 ADALTIS INC: Obtains CCAA Creditor Protection in Quebec ADANAC MOLYBDENUM: CCAA Stay Extended Until August 28 ADVANCED MATERIALS: Case Summary & 12 Largest Unsecured Creditors AFFINITY GROUP: Moody's Keeps 'Caa2' Rating Despite Loan Extension AIRTRAN HOLDINGS: Files Prospectus on Possible Sale of Securities AIRTRAN HOLDINGS: To Register $33,660,000 in Common Shares ALLIANCE ONE: Completes $670MM Refinancing Transactions AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes Due 2012 AMERICAN HOME FITNESS: Case Summary & 20 Largest Unsec. Creditors AMR CORP: To Release 2nd Quarter Results on July 15 AMR CORP: To Issue Pass Through Certificates to Raise $520,110,000 ANCHOR BLUE: Levi's $72MM Is Winning Bid for MOST Stores APARICIO'S INC: Voluntary Chapter 11 Case Summary ASARCO LLC: Harbinger Files Amended Chapter 11 Plan ASARCO LLC: Hires Innisfree As Solicitation Agent ASARCO LLC: Settles Hayden Site Issues for $3 Million ASARCO LLC: To Send Competing Plans to Creditors for Voting ATP OIL: Bank Debt Trades at 24% Off in Secondary Market B+H OCEAN: Obtains Waivers of Loan Covenant Breaches at Dec. 31 BALLY TOTAL: Closes Three Local Health Clubs in Houston BALLY TOTAL: Disclosure Statement Hearing Moved to July 9 BALLY TOTAL: Gets Assumption Extension for 21 Leases BALLY TOTAL: Liquidation Analysis Under Bally II Plan BALLY TOTAL: Madeira Wants Stay Lifted to Pursue Civil Action BBZ RESOURCE: Files for Chapter 11 Bankruptcy Protection BERNARD MADOFF: Ezra Merkin Says Clients Aware of Madoff Deals BOMBARDIER INC: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'SD' BRUNSWICK CORP: S&P Affirms Rating on Senior Unsec. Debt to 'B-' BUCKEYE TECHNOLOGIES: Moody's Reviews Ratings for Possible Upgrade CANADIAN SUPERIOR: BG Int'l Issues ROFR Notice on Centrica Deal CHARLES TRINH: Voluntary Chapter 11 Case Summary CHARTER COMM: 30 Affiliates' Schedules of Assets and Debts CHARTER COMM: 30 Affiliates' Statements of Financial Affairs CHARTER COMM: Paul Allen Discloses 49.11% Stake as of June 19 CHARTER COMM: Q Investment Asks for Official Equity Committee CHARTER COMM: U.S. Trustee Says Reorganization Plan Unconfirmable CHRYSLER LLC: Assets out of Bank. With No Liability for Defects CLAIRE'S STORES: Bank Debt Trades at 44% Off in Secondary Market CLEAR CHANNEL: Bank Debt Trades at 41% Off in Secondary Market CLOSED FIRST: Voluntary Chapter 11 Case Summary COACHELLA VALLEY: Voluntary Chapter 11 Case Summary CONTECH LLC: Asks Court to Convert Case to Chapter 7 CORRECT BUILDING: Files for Chapter 11 Bankruptcy Protection CORRECT BUILDING: Case Summary & 20 Largest Unsecured Creditors COYOTES HOCKEY: City Officials Challenge Wayne Gretzky's Claim CROWN COURT: Chapter 11 Bankruptcy Blocks Auction of 2 Condo Units DANAOS CORP: Lenders Waiver Loan Covenants Until January 2010 DAVIN INVESTMENTS: Has $100,000 Bid for Sarah St. Property DELPHI CORP: Bankruptcy Court Allows Credit Bids for Assets DELPHI CORP: Court Denies Platinum's $30 Million Expense Fee DELPHI CORP: Gets July Extension to DIP Accommodation Pact DELPHI CORP: Limestone County Plant Shut Down June 26 DELPHI CORP: Wilbur Ross & Elliot Mgt. May Submit Bids DELTEK INC: Moody's Assigns Corporate Family Rating to 'B1' DEX MEDIA: Bank Debt Trades at 23% Off in Secondary Market E*TRADE FINANCIAL: Unveils Results of Debt Exchange Offer EDISON MISSION: Fitch Puts 'BB-' Issuer Rating on Negative Watch ELAN CORPORATION: Moody's Reviews 'B3' Rating for Possible Lift EXPRESS ENERGY: Failure to Make Payment Cues S&P's 'D' Rating FAIRPOINT COMMUNICATIONS: Awards Stock Options to New CEO FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB-' FLEETWOOD ENTERPRISES: Will Close Woodburn Manufacturing Facility FONTAINEBLEAU LAS: S&P Withdraws 'D' Corporate Credit Rating FONTAINEBLEAU: Court Denies Official Committee of Contractors FONTAINEBLEAU: Court OKs Payment of Critical Vendors' Claims FONTAINEBLEAU: Intends to File Schedules and Statements July 8 FONTAINEBLEAU: Opposes Transfer of Chapter 11 Cases to Nevada FONTAINEBLEAU: Sues BofA, et al., for Resort Financing Breach FONTAINEBLEAU: U.S. Bank Replaces Wells Fargo on Committee FONTAINEBLEAU: Wants Cash Collateral Use Extended Until Aug. 6 FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market FRANK SWENSON: Case Summary & 1 Largest Unsecured Creditor GARY LEE BELHUMEUR: Case Summary & 12 Largest Unsecured Creditors GASTAR EXPLORATION: S&P Puts 'CCC' Rating on CreditWatch Positive GENERAL MOTORS: Bank Debt Trades at 1% Off in Secondary Market GENERAL MOTORS: Fitch Withdraws 'D' Issuer Default Rating GEORGIA GULF: To Issue Shares Under Exception to NYSE Rule GEORGIA PACIFIC: Bank Debt Trades at 6% Off in Secondary Market H & B COMMERCIAL: Voluntary Chapter 11 Case Summary HAWAII SUPERFERRY: Court OKs Surrender of Ships to Lenders HAYES LEMMERZ: Files Plan and Disclosure Statement HAYES LEMMERZ: Fitch Withdraws 'D' Issuer Default Rating HAZEL ALLEN: Case Summary & 20 Largest Unsecured Creditors HENDRICKS FURNITURE: Court Names 9 Parties to Creditors Committee IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market IMAX CORP: S&P Changes Outlook to Positive; Affirms 'CCC+' Rating IMPROVED LOTS LLC: Case Summary & 13 Largest Unsecured Creditors ION MEDIA: Receives Final Approval for $150 Million Financing IOWA TELECOMMUNICATIONS: S&P Assigns 'B+' Rating on $75 Mil. Loan JAK'S HEAT: Case Summary & 20 Largest Unsecured Creditors JOCKEYS' GUILD: Court Closes Two-Year Chapter 11 Case KARL O'FARREL: Voluntary Chapter 15 Case Summary KATALYST VENTURE: Voluntary Chapter 11 Case Summary KEV ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1' KIP SKIDMORE: Case Summary & 2 Largest Unsecured Creditors LARRY BRESNICK: No Fees for Lawyer After Trustee Appointed LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market LEAR CORP: Bank Debt Trades at 29% Off in Secondary Market LEAR CORPORATION: Looming Ch. 11 Filing Cues Moody's Cut to 'D' LODGIAN INC: Obtains Payment Extension on Two Mortgage Pools LYLE HIRATA: Involuntary Chapter 11 Case Summary MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors MARK IV: Court Sets August 21 Deadline for Filing Claims METALDYNE CORP: RHJ Extends Due Diligence Deadline to July 16 METROMEDIA INT'L: U.S. Trustee Appoints 5-Man Creditors' Panel MICHAEL VICK: Amends Ch. 11 Plan, Reduces Retained Properties MONSON TRUCKING: Closes End of August, To Auction Off Equipment MXENERGY HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on Negative Watch NORTEL NETWORKS: Canada Gov't. Refused Request for Aid, CEO Says NORTEL NETWORKS: Court Approves Nokia-Led Auction for Assets NORTEL NETWORKS: Gets Court Approval to Provide Aid to Units NORTEL NETWORKS: Will Provide $157 Million Interim Funding to NNL NORTHEASTERN REAL: Proposes Brouse McDowell as General Counsel NRG ENERGY: Exelon's Latest Offer Is 12.4% More Than Previous NRG ENERGY: Beefed Up Offer Doesn't Affect S&P's Rating on Exelon NRG ENERGY: Moody's Continues Review on Ba3 Corp. Credit Rating NRG ENERGY: Revised Offer Won't Affect Fitch's Rating on Exelon OPUS EAST: Has Up to $500MM in Debts; Creditors Meeting on July 22 PALMETTO PAVILIONS: Case Summary & 4 Largest Unsecured Creditors PANOLAM INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'D' PAUL REINHART: Plan Solicitation Period Extended to December 9 PAVESTONE PLUS: Case Summary & 15 Largest Unsecured Creditors PILGRIM'S PRIDE: DIP Lenders OK Entry to Surety Facility PILGRIM'S PRIDE: Employees File Class Suit for Overtime Wages PILGRIM'S PRIDE: Enters into $18 Million DIP Surety Facility PILGRIM'S PRIDE: U.S. Trustee Appoints 2 to Equity Committee PILGRIM'S PRIDE: Wendy's Wants Pennsylvania Litigation Stayed PLASTIC ENGINEERING: Case Summary & 20 Largest Unsecured Creditors PROLIANCE INT'L: Case Summary & 30 Largest Unsecured Creditors PROVIDENT ROYALTIES: Taps Bridge Associates as Financial Advisor PROVIDENT ROYALTIES: Hires Patton Boggs as Bankruptcy Counsel PYRAMIDS CHILD: Court Lifts Ch 11 Bankruptcy Protection; To Close QIMONDA NA: Can Implement Employee Incentive Program for 46 Staff QIMONDA NA: Hearing on Employment Motions Set for July 21 RADIO ONE: Bank Debt Trades at 52% Off in Secondary Market RDH GROUP: Case Summary & 20 Largest Unsecured Creditors RENAISSANCE CUSTOM: Sebastian to Retain Ownership Under Exit Plan REXAIR HOLDINGS: Moody's Affirms Corporate Family Rating at 'B1' RITZ CAMERA: Court Establishes August 3 Claims Bar Date RJ DOOLEY REALTY: Case Summary & 5 Largest Unsecured Creditors SAI KRUPA: Case Summary & 2 Largest Unsecured Creditors SEA LAUNCH: Wants to Hire Epiq Systems as Claims Agent SHAMROCK HOUSE: Files for Chapter 11 Bankruptcy Protection SONORAN ENERGY: U.S. Trustee Wants Appointment of Ch. 11 Trustee TANGO GRILL: Case Summary & 20 Largest Unsecured Creditors TEUFEL NURSERY: Proposes to Hire Vanden Bos as Attorney THOMAS CONNERS: Case Summary & 3 Largest Unsecured Creditors THOMAS KONIG: Case Summary & Nine Largest Unsecured Creditors TOYS R US: Bank Debt Trades at 8% Off in Secondary Market TRIBUNE CO: Bank Debt Trades at 66% Off in Secondary Market TROPICANA ENTERTAIMENT: Onex & MGM Acquire Tropicana Las Vegas TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market TXCO RESOURCES: Court Adjourns Section 341(a) Meeting to July 20 TXCO RESOURCES: Files Schedules of Assets and Liabilities UAL CORP: Bank Debt Trades at 42% Off in Secondary Market UTGR INC: Court Approves Donlin Recano as Claims Agent UTGR INC: Files List of 40 Largest Unsecured Creditors UTGR INC: Gov. Carcieri Rejects 24/7 Gambling Bill UTGR INC: U.S. Trustee Names 3-Member Creditors' Committee VISTEON CORP: Bank Debt Trades at 58% Off in Secondary Market VISTEON CORP: Fitch Withdraws 'D' Issuer Default Rating VISTEON CORP: Allowed to Use Cash Collateral Until July 17 VISTEON CORP: Calsonic Kansei Proposes SetOff of Debts VISTEON CORP: Presents Key Employee Incentive Plan VISTEON CORP: Section 341 Creditors Meeting Adjourned Sine Die VISTEON CORP: Summit Polymers Opposes Shipment of Goods on Credit YOUNG BROADCASTING: Bank Debt Trades at 52% Off * Nine-Year Lending Low Forces Businesses to Cut Investment * BOND PRICING -- For the Week From June 29 to July 3, 2009 ********* 38 S LAFAYETTE: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: 38 S. Lafayette, LLC 40 S. Broadway, Suite 201 Denver, CO 80209 Case Number: 09-22663 Involuntary Petition Date: June 26, 2009 Court: 09-22663 Judge: Michael E. Romero Petitioners' Counsel: Eric A. Nunemaker, Esq. enunemaker@msn.com The Nunemaker Law Firm LLC 12021 Pennsylvania St., Suite 202 Thornton, CO 80241 Tel: (303) 940-6400 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Greg Ulvedal loan $95,000 17490 W. 67th Ave. Arvada, CO 80007 Eagle Drywall, Inc. labor $54,000 22720 E. Frost Pl. Aurora, CO 80016 Masterpiece Stair, Inc. labor $5,000 2250 S. Jason St. Denver, CO 80223 2646 SOUTH LOOP WEST: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: 2646 South Loop West Limited Partnership 2646 S Loop W, Suite 220 Houston, TX 77054 Bankruptcy Case No.: 09-34636 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: James Okoro Okorafor, Esq. Okorafor & Mabaraho 2616 S Loop W, Ste 502 Houston, TX 77054 Tel: (713) 839-9700 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 Yigal I. Bosch, general partner of the Company. ABITIBIBOWATER INC: S&P Expects Negligible Unsec. Debt Recovery --------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on the senior unsecured debt of AbitibiBowater Inc., Bowater Inc., and Bowater Canada Finance Corp.'s senior unsecured debt to '6' from '5'. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery at emergence from bankruptcy. S&P also revised its recovery rating on Bowater Canadian Forest Products Inc.'s senior unsecured debt to '4', indicating S&P's expectation of average (30% to 50%) recovery at emergence from bankruptcy, from '5'. The issue ratings on all of the above senior unsecured debt remain unchanged at 'D'. "Our revisions of the recovery ratings on the unsecured debt results from S&P's updated recovery analysis, which also takes into consideration the $206 million debtor-in-possession facility for Bowater Inc. and BCPFI," explained Standard & Poor's credit analyst Jatinder Mall. Ratings List AbitibiBowater Inc. Bowater Inc. Corporate Credit Rating D/--/-- Recovery Ratings Revised AbitibiBowater Inc. Bowater Inc. Bowater Canada Finance Corp. To From -- ---- Senior Unsecured D D Recovery Rating 6 5 Bowater Canadian Forest Products Inc. To From -- ---- Senior Unsecured D D Recovery Rating 4 5 ACCENTIA BIOPHARMA: Can Use Cash Collateral Until August 4 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorization to Biovest International, Inc., to borrow up to $3,000,000 in secured financing from Corps Real, LLC, in accordance with an updated budget. Corps Real has provided interim financing pursuant to the interim orders in the amount of $1,000,000. The Court also allowed Accentia Biopharmaceuticals, Inc., et al.'s continued use of the prepetition lenders' cash collateral for the period from June 23, 2009, through and including August 4, 2009, in accordance with operating budgets agreed to by Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC, and Valens Offshore SPV II Corp., the Debtors, and the official committee of unsecured creditors. The loan will bear interest at 16% p.a. All amounts due under the DIP Facility will become due and payable on the earlier of (i) December 31, 2010, (ii) dismissal of Biovest's Chapter 11 case, (iii) conversion of Biovest's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, or (iv) the effective date of Biovest's plan of reorganization. The final hearing on the motion is set for August 4, 2009, at 2:00 p.m. Objections to the motion or the entry of a final order granting the motion must be filed with the Bankruptcy Clerk by no later than August 3, 2009. As security for the payment of all obligations of Biovest to it, the DIP Lender is granted a first priority senior security interest in all of the property and assets of Biovest and its estate, subject only to the Carve-Out for (x) fees of the professionals engaged by the official committee of unsecured creditors in an amount not to exceed $15,000 and (y) the unpaid fees of the U.S Trustee or the Clerk of the Court. A full-text copy of the Court's 6th Interim DIP Facility Order, dated June 2, 2009, is available at: http://bankrupt.com/misc/accentia.6thinterimorder.pdf Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically integrated biopharmaceutical company focused on the development and commercialization of drug candidates that are in late-stage clinical development and typically are based on active pharmaceutical ingredients that have been previously approved by the FDA for other indications. The Company's lead product candidate is SinuNase(TM), a novel application and formulation of a known therapeutic to treat chronic rhinosinusitis. Additionally, the Company has acquired the majority ownership interest in Biovest International Inc. and a royalty interest in Biovest's lead drug candidate, BiovaxID(TM) and any other biologic products developed by Biovest. The Company also has a specialty pharmaceutical business, which markets products focused on respiratory disease and an analytical consulting business that serves customers in the biopharmaceutical industry. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida, Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent the Debtors as counsel. Adam H. Friedman, Esq., at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at Genovese Joblove & Battista PA, represent the official committee of unsecured creditors as counsel. In their bankruptcy petition, the Debtors listed assets of $134,919,728 and debts of $77,627,355 as of June 30, 2008. ADALTIS INC: Obtains CCAA Creditor Protection in Quebec ------------------------------------------------------- Adaltis Inc. has obtained an Order for creditor protection under the Companies' Creditors Arrangement Act (Canada) from the Quebec Superior Court. The Quebec Superior Court also approved the Company's Debtor-in- Possession financing arrangement with Victoria Square Ventures Inc. for new financing in an amount of up to $3 million. The proceeds of the financing will be used to fund the Company's operations as it reorganizes under the protection of the Court in Canada. Under the terms of the Order, RSM Richter Inc. -- http://www.rsmrichter.com/-- will serve as the Court-appointed Monitor under the restructuring process. About Adaltis Adaltis Inc. is an international in vitro diagnostic company, providing in vitro diagnostic products in emerging markets, with a particular focus on China. Adaltis has a reagent manufacturing facility located in Shanghai, China, a complete IVD product offering targeting emerging markets, and a strong international sales and distribution platform. Adaltis is headquartered in Montreal, with offices in China, Italy, Mexico and other parts of the world. ADANAC MOLYBDENUM: CCAA Stay Extended Until August 28 ----------------------------------------------------- Adanac Molybdenum Corporation said its application on July 3, 2009, to the Supreme Court of British Columbia for an Order under the Companies' Creditors Arrangement Act to extend its creditor protection has been approved, allowing the Company to continue to restructure and continue to stay all claims and actions against the Company and its assets. The July 3rd Order extends the stay period under CCAA until August 28, 2009, at which time the matter will be reviewed by the Court. KPMG Inc., is the court-appointed Monitor in the case. About Adanac Molybdenum Adanac Molybdenum Corporation (PINK SHEETS: AUAYF)(FRANKFURT: A9N) is listed on the TSX and Frankfurt exchanges and owns the Ruby Creek Project in northern British Columbia. The Company has advanced the project through feasibility studies, a production decision and has previously ordered long-lead equipment, completed permitting for construction, constructed a road to the site and secured US$80 million in bridge financing. On the Net: http://www.kpmg.ca/adanac http://www.adanacmoly.com/ ADVANCED MATERIALS: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Advanced Materials Group, Inc., a Nevada Corp. 2532 Dupont Drive Irvine, CA 92612 Bankruptcy Case No.: 09-16529 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Advanced Materials Inc, a California Corp. 09-16548 Beryle Loven Albert 09-16586 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Mark Bradshaw, Esq. Shulman Hodges & Bastian LLP 26632 Towne Centre, Suite 300 Foothill Ranch, CA 92610-2808 Tel: (949) 340-3400 Fax: (949) 340-3000 Email: mbradshaw@shbllp.com Leonard M. Shulman, Esq. Shulman Hodges & Bastian LLP 26632 Towne Centre, Suite 300 Foothill Ranch, CA 92610-2808 Tel: (949) 340-3400 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-16529.pdf The petition was signed by Martin A. Lehman, interim president of the Company. AFFINITY GROUP: Moody's Keeps 'Caa2' Rating Despite Loan Extension ------------------------------------------------------------------ Moody's left the ratings of Affinity Group Holding, Inc., unchanged following the recent amendment of Affinity Group Inc.'s senior credit facility, which extended the maturity of the company's term loan and revolving credit facility to March 31, 2010 from June 24, 2009. Moody's notes that although the successful completion of the amendment extended maturity and modestly reduced debt, the extension was relatively short and insufficient to alleviate relatively near term default potential and materially increased interest rates. The most recent rating action occurred on September 18, 2008, when Moody's lowered Affinity Group's CFR to Caa1 from B3 and its PDR to Caa2 from B3. Affinity Group's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near-to-intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Affinity Group's core industry and Affinity Group's ratings are believed to be comparable to those of other issuers of similar credit risk. Affinity Group Holding, Inc., is a large member-based direct marketing company, targeting North American recreational vehicle owners and outdoor enthusiasts. The company reported net revenue of $506 million for the LTM period ended March 31, 2009. AIRTRAN HOLDINGS: Files Prospectus on Possible Sale of Securities ----------------------------------------------------------------- AirTran Holdings, Inc., filed with the Securities and Exchange Commission a prospectus on Form S-3. The Company said it may periodically offer to sell, or certain selling security holders may periodically offer to resell: -- shares of the Company's common stock; -- shares of the Company's preferred stock; -- the Company's debt securities; or -- warrants to purchase any of these securities. The offering price of all securities issued under the prospectus may not exceed $250,000,000. AirTran will provide the specific terms of the securities in supplements to the prospectus. The prospectus may be used to offer and sell securities only if accompanied by the prospectus supplement for those securities. A full-text copy of the Form S-3 filing is available at no charge at http://ResearchArchives.com/t/s?3eaa About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the parent company of AirTran Airways Inc., which offers more than 700 daily flights to 56 U.S. destinations. At March 31, 2009, the Company had $2.09 billion in total assets and $2.40 billion in total liabilities and $309.6 million in stockholders' equity. The Company posted a net income of $28.7 million for the three months ended March 31, 2009, compared to a net loss of $35.3 million, as adjusted, for the same period in 2008. * * * The Troubled Company Reporter said on Aug. 29, 2008, that Standard & Poor's Ratings Services has lowered its ratings on AirTran Holdings Inc., including the corporate credit rating, which it lowered to 'CCC+' from 'B-'. At the same time, S&P removed the ratings from CreditWatch, where they had been placed with negative implications on May 22, 2008. The outlook is stable. AIRTRAN HOLDINGS: To Register $33,660,000 in Common Shares ---------------------------------------------------------- AirTran Holdings, Inc., filed with the Securities and Exchange Commission a registration statement on Form S-8 to register 6,000,000 shares of common stock under the AirTran Holdings, Inc. Long Term Incentive Plan. The Proposed Maximum Aggregate Offering Price is $33,660,000. A full-text copy of the Form S-8 filing is available at no charge at http://ResearchArchives.com/t/s?3eab About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the parent company of AirTran Airways Inc., which offers more than 700 daily flights to 56 U.S. destinations. At March 31, 2009, the Company had $2.09 billion in total assets and $2.40 billion in total liabilities and $309.6 million in stockholders' equity. The Company posted a net income of $28.7 million for the three months ended March 31, 2009, compared to a net loss of $35.3 million, as adjusted, for the same period in 2008. * * * The Troubled Company Reporter said on Aug. 29, 2008, that Standard & Poor's Ratings Services has lowered its ratings on AirTran Holdings Inc., including the corporate credit rating, which it lowered to 'CCC+' from 'B-'. At the same time, S&P removed the ratings from CreditWatch, where they had been placed with negative implications on May 22, 2008. The outlook is stable. ALLIANCE ONE: Completes $670MM Refinancing Transactions ------------------------------------------------------- Alliance One International, Inc., has completed its previously announced offerings of $570 million principal amount of its 10% senior notes due 2016 and $100 million principal amount of its 5-1/2% Convertible Senior Subordinated Notes due 2014 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and, in the case of the Senior Notes only, to persons in offshore transactions in reliance on Regulation S under the Securities Act. Alliance One has also granted the initial purchasers of the Convertible Notes an option to purchase up to an additional $15 million aggregate principal amount of Convertible Notes solely to cover over- allotments. The initial purchasers have until July 15, 2009 to exercise the over-allotment option. Alliance One also has entered into a new revolving senior secured credit facility which replaced its existing $305 million revolving senior secured revolving credit facility scheduled to mature on September 30, 2010. The new revolving senior secured credit facility, which has a term expiring on September 30, 2012, and an initial lending commitment of $270 million, permits the offering, issuance and sale of the Senior Notes and Convertible Notes. Alliance One further has used a portion of the net proceeds from the offerings of the senior Notes and the Convertible Notes to purchase approximately $467.5 million aggregate principal amount of its existing notes pursuant to an early settlement of its previously announced cash tender offer for any and all of its 11% senior notes due 2012, 8-1/2% senior notes due 2012, 12-3/4% senior subordinated notes due 2012, 9-5/8% senior notes due 2011, 7-3/4% senior notes due 2013 and 8% senior notes due 2012. In connection with Alliance One's purchase of the Existing Notes, certain previously announced amendments to the indentures governing Alliance One's 11% senior notes due 2012, 8-1/2% senior notes due 2012 and 12-3/4% senior subordinated notes due 2012 became operative and effective. The amendments eliminate substantially all of the restrictive covenants, eliminate requirements for subsidiary guarantees and requirements to conduct repurchase offers following certain events, including a change in control, modify redemption notice periods from 30 days to three business days, eliminate or modify certain events of default and certain conditions to defeasance of these notes, and eliminate or modify related provisions contained in the indentures governing these notes. The Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, July 8, 2009, unless extended or terminated by Alliance One in its sole discretion. Neither Alliance One, nor any member of its Board of Directors, nor the dealer manager nor the information agent for the Tender Offer is making any recommendation to holders of the Existing Notes as to whether to tender or refrain from tendering their Existing Notes in the Tender Offer. Noteholders must decide whether they will tender in the Tender Offer and, if so, how many Existing Notes they will tender. The Tender Offer is being made solely pursuant to Alliance One's Offer to Purchase and Consent Solicitation Statement dated June 9, 2009, as amended or supplemented from time to time, which sets forth the complete terms of the Tender Offer. The Company intends to apply a portion of the remaining net proceeds of the offerings of the Convertible Notes and the Senior Notes to repay certain outstanding borrowings under its senior secured credit facility. The Company intends to use the balance of the proceeds, if any, for other general corporate purposes, which may in the future include retiring any Existing Notes not purchased in the Tender Offer. About Alliance One Alliance One is an independent leaf tobacco merchant serving the world's large multinational cigarette manufacturers. * * * As reported by the Troubled Company Reporter on June 24, 2009, 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. AMERICAN ACHIEVEMENT: Extends Tender Offer for PIK Notes Due 2012 ----------------------------------------------------------------- American Achievement Group Holding Corp. has extended the early tender deadline and the expiration date with respect to its previously announced tender offer for its outstanding 12.75% Senior PIK Notes due 2012 (CUSIP No. 02369BAB2, 02369BAA4, 02369BAE6, 02369BAD8) from 11:59 p.m., New York City time, on July 2, 2009, to 11:59 p.m., New York City time, on July 17, 2009. Except for the extension of the Early Tender Date and the Offer Expiration Date, all other terms and conditions of the Offer remain unchanged. Notes tendered in the Offer may not be withdrawn. As of 12:00 p.m., New York City time, on July 2, 2009, $36,672,118 aggregate principal amount of the Notes, representing approximately 33.31% of the outstanding Notes, had been validly tendered. Holders who validly tender on or prior to 11:59 p.m., New York City time, on July 17, 2009, will be eligible to receive the "Total Consideration" of $230.11 per $1,000 per principal amount of the Notes, which includes an early tender premium of $20 per $1,000 per principal amount of the Notes. No additional amounts will be payable with respect to any accrued or unpaid interest on the Notes since April 1, 2009. On February 25, 2009, the Company repurchased $104,301,834 aggregate principal amount of the Notes for an aggregate purchase price of $24,000,000. For no additional consideration, the sellers of the Notes, representing a majority in principal amount of the Notes, consented to a second supplemental indenture, which was entered into on February 25, 2009, by the Company and the trustee under the Indenture. The Second Supplemental Indenture removed substantially all of the restrictive and reporting covenants under the Indenture, as well as certain events of default and related provisions. Holders of Notes that receive the Total Consideration pursuant to the Offer will receive approximately the same consideration per $1,000 of principal amount of Notes as was received by the February Sellers in the Repurchase Transaction. The Company intends to fund payment for the Notes that are purchased in the Offer with a combination of one or more of (i) cash borrowed by its subsidiary American Achievement Corporation under its revolving line of credit and distributed to the Company, (ii) proceeds of the sale of new preferred stock by a newly formed subsidiary American Achievement Intermediate Holding Corp. and (iii) cash on hand. Any New Preferred issued by Newco will be structurally senior to any remaining Notes. Goldman, Sachs & Co. is acting as the dealer manager for the Offer. The depositary and information agent for the Offer is Global Bondholder Services Corporation. Questions regarding the Offer may be directed to Goldman, Sachs & Co., at (800) 828-3182 (toll free) or (212) 357-4692 (collect). Requests for copies of the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (toll free) or (212) 430-3774 (banks and brokerage firms). The Company is the indirect parent company of American Achievement Corporation. American Achievement Corporation is a provider of products that forever mark the special moments of people's lives. As the parent company of brands such as ArtCarved(R). Balfour(R), Keepsake(R), and Taylor Publishing, American Achievement Corporation's legacy is based upon the delivery of exceptional, innovative products, including class rings, yearbooks, graduation products and affinity jewelry through in-school and retail distribution. AMERICAN HOME FITNESS: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: American Home Fitness Co., LLC 600 West Maple Troy, MI 48084 Bankruptcy Case No.: 09-60917 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Charles D. Bullock, Esq. Stevenson & Bullock, P.L.C. 29200 Southfield Rd., Suite 210 Southfield, MI 48076 Tel: (248) 423-8200 Fax: (248) 423-8201 Email: cbullock@sbplclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb09-60917.pdf The petition was signed by Eric Swanson. AMR CORP: To Release 2nd Quarter Results on July 15 --------------------------------------------------- AMR Corporation, parent company of American Airlines, Inc., anticipates announcing second quarter 2009 earnings on Wednesday, July 15, 2009. In conjunction with the announcement, on that date AMR will host a conference call with the financial community at 2pm Eastern Time. During the conference call, senior management of AMR will review, among other things, details of AMR's second quarter financial results, the industry environment, recent strategic and cost reduction initiatives, the revenue environment, cash flow results, liquidity measures, capital requirements and any special items and will, as well, provide an outlook for the future. A live webcast of the call will be available on the Investor Relations page of the American Airlines Web site -- http://www.aa.com/investorrelations/ A replay of the webcast will also be available for several days following the call. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At March 31, 2009, AMR had $24,518,000,000 in total assets; $8,908,000,000 in current liabilities, $8,314,000,000 in long-term debt, less current maturities, $528,000,000 in obligations under capital leases, less current obligations, $6,739,000,000 in pension and postretirement benefits, and $3,138,000,000 in other liabilities, deferred gains and deferred credits; resulting in $3,109,000,000 in stockholders' deficit. AMR CORP: To Issue Pass Through Certificates to Raise $520,110,000 ------------------------------------------------------------------ American Airlines, Inc., is creating a pass through trust that will issue American Airlines, Inc. Class A Pass Through Certificates, Series 2009-1. The Class A Certificates are being offered pursuant to a prospectus supplement. Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, and Calyon Securities (USA) Inc., will serve as underwriters and will purchase all of the Class A Certificates if any are purchased. The aggregate proceeds from the sale of the Class A Certificates will be $520,110,000. American will pay the underwriters a commission of $7,801,650. Delivery of the Class A Certificates in book-entry form will be made on or about July 7, 2009, against payment in immediately available funds. Specifically, the Underwriters have agreed with American to purchase from the Class A Trustee these aggregate face amounts of the Class A Certificates: Face Amount of Underwriter Class A Certificates ----------- -------------------- Goldman, Sachs & Co. $234,049,500 Morgan Stanley & Co. Incorporated 234,049,500 Calyon Securities (USA) Inc. 52,011,000 -------------------- Total $520,110,00 The Class A Certificates will represent interests in the assets of the related pass through trust. The proceeds from the sale of the Class A Certificates will, or will initially be held in escrow and will thereafter, be used by such pass through trust to acquire the related series of equipment notes to be issued by American on a full recourse basis. Payments on the equipment notes held in such pass through trust will be passed through to the holders of the Class A Certificates. Distributions on the Class A Certificates will be subject to certain subordination provisions. The Class A Certificates do not represent interests in or obligations of American or any of its affiliates. American may in the future create a separate pass through trust that will issue American Airlines, Inc. Class B Pass Through Certificates, Series 2009-1. Subject to the distribution provisions, the Class A Certificates generally will rank senior to any Class B Certificates that may be issued in the future. The equipment notes expected to be held by the pass through trust for the Class A Certificates and, if applicable, the pass through trust for any Class B Certificates will be issued for each of four Boeing 777-223ER aircraft delivered new to American from 1999 to 2000 and 16 new Boeing 737-823 aircraft scheduled for delivery during the period between July 2009 and October 2010. The equipment notes issued for each aircraft will be secured by a security interest in such aircraft. With respect to the Class A Certificates, interest on the related equipment notes will be payable semiannually on January 2 and July 2 of each year, commencing on January 2, 2010, and principal on such equipment notes is scheduled for payment on January 2 and July 2 of certain years, commencing on January 2, 2010. Natixis S.A., acting via its New York Branch, will provide a liquidity facility for the Class A Certificates in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Class A Certificates. The Class A Certificates will not be listed on any national securities exchange. A full-text copy of the prospectus supplement filed on Form 424B2 with the Securities and Exchange Commission is available at no charge at http://ResearchArchives.com/t/s?3ea7 A full-text copy of a free writing prospectus filed on Form FWP with the Securities and Exchange Commission is available at no charge at http://ResearchArchives.com/t/s?3ea8 A full-text copy of American's 2009-1A EETC Investor Presentation filed on Form FWP with the Securities and Exchange Commission is available at no charge at http://ResearchArchives.com/t/s?3ea9 About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At March 31, 2009, AMR had $24,518,000,000 in total assets; $8,908,000,000 in current liabilities, $8,314,000,000 in long-term debt, less current maturities, $528,000,000 in obligations under capital leases, less current obligations, $6,739,000,000 in pension and postretirement benefits, and $3,138,000,000 in other liabilities, deferred gains and deferred credits; resulting in $3,109,000,000 in stockholders' deficit. ANCHOR BLUE: Levi's $72MM Is Winning Bid for MOST Stores -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved at a sale hearing on June 30, 2009, the sale of 73 of the 74 Anchor Blue Retail Group, Inc., et al.'s Levi's & Dockers Outet by MOST stores, free and clear of all liens and encumbrances to Levi's Only Stores, Inc., the successful bidder at the auction. Levi's Only, an affiliate of Levi Strauss & Co., made a bid of $72 million. Anchor Blue has a separate deal to sell some 127 Anchor Blue stores to current management and Ableco Finance LLC, the agent for the term loan lenders. Ableco will pay for the stores largely in exchange for secured debt, including debt provided for the Chapter 11 case. The auction date for this sale is set for July 27 to be followed by a sale approval hearing on July 30. Sixty-four stores will be closed in going-out-of-business sales. Gordon Brothers Retail Partners LLC has the stalking horse bid for the GOB sales. Under the Debtors' agreement with its stalking horse bidder for the liquidation sales, the Debtors were to receive 114% of the "aggregate Cost Value of the Merchandise" sold at the GOB sales, but only if the aggregate Cost Value is between $6.5 million and $7.5 million. If the aggregate Cost Value is outside of that range (either higher or lower), Anchor Blue's guaranteed percentage is lower. About Anchor Blue Retail Group Anchor Blue Retail Group is the holding company for two subsidiaries -- Anchor Blue Division and Levi's(R) & Dockers(R) Outlet by MOST Division. Anchor Blue is a specialty retailer of casual apparel and accessories for the teenage and young adult markets. Founded in 1972, the Company has 177 stores in 12 states. Anchor Blue offers a great assortment of well-priced fashion basics with West Coast style in a fun environment. MOST is an outlet store retailer that holds the exclusive U.S. license for Levi's(R) Outlet & Dockers(R) Outlet Stores. Known for its denim apparel and reasonable prices, MOST operates 74 stores across the U.S. Anchor Blue Retail Group Inc. and four of its affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr. D. Del. Lead Case No. 09-11770). Chun I. Jang, Esq., and Jason M. Madron, Esq., at Richards Layton & Finger P.A., represent the Debtors' in their restructuring efforts. In its petition, Anchor Blue listed between $100 million to $500 million each in assets and debts. APARICIO'S INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Aparicio's Inc. dba Aparicio's Restaurant Mexicano Tequla Bar dba Aparicio's Restaurant Mexicano Sports Bar 1001 E. 18th St. Plano, TX 75074 Bankruptcy Case No.: 09-42105 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: courts@joycelindauer.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 Martina Aparicio, owner of the Company. ASARCO LLC: Harbinger Files Amended Chapter 11 Plan --------------------------------------------------- Harbinger Capital Partners Master Fund I, Ltd., delivered to the U.S. Bankruptcy Court for the Southern District of Texas its First Amended Plan of Reorganization for ASARCO LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master, Inc., on June 29, 2009. Harbinger is one of the Debtors' major bondholders. It subsequently presented to the Court a Second Amended Plan on July 2, 2009. Clean and redlined copies of the First and Second Amended Plans are available for free at: http://bankrupt.com/misc/ASARCO_Harbinger_1stAmendedPlan.pdf http://bankrupt.com/misc/ASARCO_Harbinger_1stPlan_Redlined.pdf http://bankrupt.com/misc/ASARCO_Harbinger_2ndAmendedPlan.pdf http://bankrupt.com/misc/ASARCO_Harbinger_2ndPlan_Redlined.pdf Asbestos Claims Liquidation Trust Harbinger reflected several modifications in the provisions of its First Amended Plan with respect to Asbestos Claims. The Second Amended Plan has minor revisions, which includes the clarifications of the estimation of Class 4 Claims. The First Amended Harbinger Plan still provides for Harbinger's proposed purchase of ASARCO's assets for $500 million and the assumption of certain liabilities. Under the First Amended Plan, the Asbestos Claims Liquidation Trust will have an Allowed Administrative Claim for its administrative expenses for $27.5 million. Harbinger previously offered that the Asbestos Trust, now known as Asbestos Claims Liquidation Trust, will have an Allowed Administrative Claim in the amount estimated by the Bankruptcy Court pursuant to an estimation order. The two subclasses of Class 4 Unsecured Asbestos Personal Injury Claims are deleted. The two subclasses were designated as Class 4A Asbestos Premises Liability Claims, and Class 4B Unsecured Asbestos Personal Injury Claims other than Asbestos Premises Liability Claims. The First Amended Plan also provides that the initial members of the Asbestos Claims Liquidation Trust Board will consist of five members, of which (i) one is to be selected by the Official Committee of Asbestos Claimants, (ii) one is to be selected by the FCR, (iii) two will be selected by the Parent, and (iv) one is to be selected by Harbinger. Liquidation and Litigation Trusts The provisions on the Liquidation Trust are amended to provide that Harbinger may, prior to the First Amended Plan's effective date, amend the Liquidation Trust Agreement to: -- increase or decrease the number of members of the Liquidation Trust Board; -- change the method by which the members are designated; or -- change the number of the members, whose approval should be required for actions or omissions to be taken by the Liquidation Trustee in respect of the Liquidation Trust Claims. On the Initial Distribution Date, the First Amended Plan provides, residual Liquidation Trust Interests will also be issued to the holders of claims in Class 6 and Class 7 on a Pro Rata basis for distributions to be made in accordance with trust priorities. Liquidation Trust Interests will be divided into four classes: (1) Class A Liquidation Trust Interests for Non-Environmental Unsecured Claimants; (2) Class B Liquidation Trust Interests for Governmental Environmental Claimants; (3) Class C Liquidation Trust Interests for Asbestos Claims Liquidation Trust for the benefit of Unsecured Asbestos Personal Injury Claimants; and (4) Class D Liquidation Trust Interests for all residual Liquidation Trust Interests issued to holders of claims in Class 6 and 7. The designation of Liquidation Trust Interests as Class A, Class B, Class C and Class D is solely for purposes of appointing members of the Liquidation Trust Board. Distributions of Liquidation Trust Proceeds or other property of the Liquidation Trust will be made to holders of Liquidation Trust Interests on a pro rata basis. The litigation currently pending in the United States District Court for the Southern District of Texas, Brownsville Division, regarding the adversary complaint commenced by ASARCO against Americas Mining Corporation on a transfer dispute of certain stocks of Southern Peru Copper Company, now known as Southern Copper Corporation, to AMC will be vested upon the SCC Litigation Trust. On the Initial Distribution Date, SCC Litigation Trust Interests will be issued to (i) the purchasers of SCC Litigation Trust Interests, (ii) the Asbestos Claims Liquidation Trust for the benefit of Unsecured Asbestos Personal Injury Claimants and Unknown Asbestos Claimants, (iii) the Non-Environmental Unsecured Claimants, (iv) the Governmental Environmental Claimants and (v) holders of claims in Class 6 and Class 7. Also on the Initial Distribution Date, residual SCC Litigation Trust Interests will also be issued to the holders of claims in Class 6 and Class 7 for distributions to be made in accordance with the Trust Interest Priorities. All SCC Litigation Trust Interests issued to: -- Non-Environmental Unsecured Claimants will be designated "Class A SCC Litigation Trust Interests"; -- the Governmental Environmental Claimants will be designated "Class B SCC Litigation Trust Interests"; -- the Asbestos Claims Liquidation Trust will be designated "Class C SCC Litigation Trust Interests"; and -- holders of claims in Class 6 and 7 will be designated "Class E SCC Litigation Trust Interests." The designation of Litigation Trust Interests as Class A, Class B, Class C, Class D and Class E is solely for purposes of appointing members of the SCC Litigation Trust Board. Distributions of Proceeds and Other Property of the Liquidation Trust and the SCC Litigation Trust have also been amended to reflect distributions to the different Classes of Claims. Other Provisions The First Amended Harbinger Plan contemplates that ASARCO's liability on account of Unsecured Asbestos PI Claims and Unknown Asbestos Claims is estimated at $500,000,000. However, within two business days after entry of the Confirmation Order, any Creditor Constituent or the Parent may request that the Bankruptcy Court conduct an evidentiary hearing to establish an alternative to the $500,000,000 estimate. The subsections on Asbestos Insurance Company Injunction and Approval of Asbestos Insurance Settlement Agreements were deleted under the First Amended Plan. The section on Insurance Neutrality is amended to provide that neither ASARCO, the Asbestos Subsidiary Debtors, the Committees, the FCR, an Asbestos Insurance Company, nor the Asbestos Trust may argue or assert in any court proceeding involving an Asbestos Insurance Company that is subject to insurance neutrality and concerning issues related to insurance coverage, that any findings or conclusions concerning Section 524(g) of the Bankruptcy Code or constituting any estimation of asbestos- related liabilities contained in or referenced in any decision of the Bankruptcy Court relating to Confirmation of the First Amended Plan: (a) constitutes a "judgment," "adjudication," "final order," "settlement," or "finding of liability" related to, based on, or relying on the principles enunciated in UNR Indus., Inc. v. Continental Cas. Co., 942 F.2d 1101 (7th Cir. 1991), among others; and (b) is binding on an Asbestos Insurance Company for any purpose concerning insurance coverage under any policies issued to the Debtors. Second Amended Plan The Second Amended Harbinger Plan provides that Wilmington Trust Company, Deutsche Bank Trust Company Americas, and Wells Fargo Bank, National Association, as trustees under certain Indentures, will be the holders of the Class A SCC Litigation Trust Interests with respect to the Bonds for which they serve as Indenture Trustee, and will be listed in the SCC Litigation Trust Register as the SCC Litigation Trust Beneficiaries on account of the Bondholders' Claims. With regards to the estimation of Class 4 Claims, the Second Amended Plan provides that neither the Asbestos Subsidiary Committee nor the FCR has requested an estimation of ASARCO's liability on account of Unsecured Asbestos Personal Injury Claims and Unknown Asbestos Claims in accordance with the Plan or, if a request has been made, the Bankruptcy Court has entered an order estimating the liability. All cash distributions on account of Allowed Bondholders' Claims will be made to the appropriate Indenture Trustees and further distributions on account of those Claims by the Indenture Trustees to the recordholders of the Bondholders' Claims will be accomplished in accordance with the Indentures and the policies and procedures of the Depository Trust Company. Issuances of Liquidation Trust Interests and SCC Litigation Trust Interests will be made in accordance with the instructions contained in a duly executed letter of transmittal to be delivered to the applicable Trust Registrar in advance of the Effective Date or other procedure established by the Debtors in consultation with the Indenture Trustees. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). ASARCO LLC filed a plan of reorganization on July 31, 2008, premised on the sale of the Debtors' assets to Sterlite USA for $2.6 billion. By October 2008, ASARCO LLC informed the Court that Sterlite refused to close the proposed sale and thus, the Original Plan could not be confirmed. The parties has since renewed their purchase and sale agreement and ASARCO LLC has obtained Court approval of a settlement and release contained in the new PSA for the sale of the ASARCO assets for $1.1 billion in cash and a $600 million note. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted its own plan which allows it to keep its equity interest in ASARCO LLC by offering full payment to ASARCO's creditors. AMC offered provide up to $2.7 billion in cash and a $440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Hires Innisfree As Solicitation Agent ------------------------------------------------- ASARCO LLC obtained the U.S. Bankruptcy Court for the Southern District of Texas' permission to employ Innisfree M&A Incorporated, nunc pro tunc to July 2, 2009, to act as the Debtors' solicitation and information agent with respect to the Debtors' plan of reorganization. ASARCO previously obtained Court approval to retain The Trumbull Group LLC as the Debtors' official claims, noticing and balloting agent, and AlixPartners LLP as their official claims management professionals. In April 2008, Trumbull informed ASARCO that it planned to immediately withdraw from the bankruptcy claims administration market. As a result, ASARCO sought and obtained permission from the Court to expand the employment of AlixPartners to replace Trumbull as its official claims, noticing, and balloting agent. AlixPartners currently manages the administration of the Debtors' claims and acts as their claims and noticing agent. Now that there are three competing plans of reorganization, two of which were filed by parties other than the Debtors, and given that the parties anticipate seeking votes on the three plans pursuant to a joint disclosure statement and combined solicitation materials, AlixPartners will be acting as the balloting agent in connection with all three Plans. To date, ASARCO has not employed or retained a professional to solicit bids and provide information about the Debtors' Plan. To the extent AlixPartners is acting as balloting agent for the Plans, the Debtors now are seeking to retain a third party not otherwise involved in the balloting process to solicit votes solely on behalf of the Debtors' Plan, asserts Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas. As solicitation and information agent, Innisfree will: (a) provide advice to the Debtors and their counsel regarding all aspects of the plan voting, particularly with respect to publicly held debt securities held in street name; (b) work with the Debtors to obtain appropriate information from the trustees, transfer agents, the claims agent, and other parties to identify beneficial owners of debt securities; (c) obtain phone numbers and execute an outgoing call campaign to security holders and other voting creditors as directed by ASARCO; (d) provide a toll-free call-in facility for creditors with questions. Innisfree will restrict its answers to the information contained in the Plan documents; (e) coordinate with the balloting agent and tabulator to target calls to unvoted holders; and (f) undertake other duties as may be agreed upon by the Debtors and Innisfree. Innisfree will not provide any legal advice, and will consult with the Debtors or their counsel to address issues that fall outside the Plan documents, Mr. Kinzie assures the Court. Pursuant to the parties' Engagement Letter, Innisfree will receive a one-time project fee of $25,000 and will be entitled to reimbursement for necessary and actual out-of-pocket expenses, which primarily consist of telephone and other solicitation costs. Telephone costs will be billed at $8 per call. Innisfree does not anticipate filing fee applications in connection with the services set forth in its retention. Rather, Innisfree will submit invoices to ASARCO on a monthly basis, and ASARCO will seek authority to pay those invoices and the initial project fee, in an aggregate amount not to exceed $75,000, without the necessity of filing a formal fee application. Innisfree, however, will submit a formal fee application for any amounts in excess of $75,000. The procedure, which represents the compensation and reimbursement procedure currently utilized by AlixPartners, makes the most practical sense in light of the nature of the services to be provided and the proposed schedule of fees, the Debtors contend. Arthur B. Crozier, co-chairman of Innisfree, assures the Court that his firm does not have or represent any interest adverse to the Debtors or their bankruptcy estates on the matters for which it is being retained. He maintains that Innisfree is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). ASARCO LLC filed a plan of reorganization on July 31, 2008, premised on the sale of the Debtors' assets to Sterlite USA for $2.6 billion. By October 2008, ASARCO LLC informed the Court that Sterlite refused to close the proposed sale and thus, the Original Plan could not be confirmed. The parties has since renewed their purchase and sale agreement and ASARCO LLC has obtained Court approval of a settlement and release contained in the new PSA for the sale of the ASARCO assets for $1.1 billion in cash and a $600 million note. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted its own plan which allows it to keep its equity interest in ASARCO LLC by offering full payment to ASARCO's creditors. AMC offered provide up to $2.7 billion in cash and a $440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Settles Hayden Site Issues for $3 Million ----------------------------------------------------- ASARCO LLC asks the U.S. Bankruptcy Court for the Southern District of Texas to approve its compromise and settlement with the United States of America, on behalf of the United States Environmental Protection Agency, regarding the Hayden Plant Site, pursuant to Section 363(b)(1) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Site consists of the ASARCO Hayden Smelter and associated facilities in Hayden, Arizona. The EPA, pursuant to its authority under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act conducted various investigations at the Site, including a preliminary assessment, a removal assessment, collection and testing of residential soil samples, and a remedial investigation and human health risk assessment, to address the release of hazardous substances at the Site. The United States has alleged that ASARCO LLC, formerly known as ASARCO Incorporated, is a potentially responsible party with respect to the Hayden Site; and that the EPA has incurred past response costs under CERCLA in connection with the Site for which ASARCO allegedly is liable. After the Debtors' filing for bankruptcy protection, the United States filed Claim No. 10746, setting forth claims under Section 107 of the CERCLA for various past and future response costs in connection with the Site. ASARCO has disputed the assertions set forth in the Claim. The Debtors, subsequently, entered into different previous settlements with the United States, and the Arizona Department of Environmental Quality, relates Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas. To settle, compromise and resolve their disputes without the necessity of an estimation hearing, the United States and ASARCO entered into a settlement agreement, which resolves the claims by the United States against ASARCO with respect to EPA's costs relating to or in connection with the Site, incurred on or before May 27, 2008. The salient terms of the Settlement Agreement are: (a) The United States, on behalf of the EPA, will have an allowed general unsecured claim for $3,000,000 with respect to the Hayden Site; (b) With respect to response costs at the Site incurred by EPA on or before May 27, 2008, and except as specifically provided in previous settlements, the United States convenants not to sue or assert any civil claims or causes of action against ASARCO pursuant to Sections 107(a) or 113 of the CERCLA, or any liabilities or obligations asserted in the Claim; (c) ASARCO covenants not to sue and agrees not to assert any claims or causes of action against the United States with respect to the response costs at the Site incurred by EPA on or before May 27, 2008; and (d) ASARCO is entitled to protection from contribution actions or claims as provided by Section 113(f)(2) of CERCLA for matters addressed in the Settlement Agreement, including response costs at the Site incurred by EPA on or before May 27, 2008. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). ASARCO LLC filed a plan of reorganization on July 31, 2008, premised on the sale of the Debtors' assets to Sterlite USA for $2.6 billion. By October 2008, ASARCO LLC informed the Court that Sterlite refused to close the proposed sale and thus, the Original Plan could not be confirmed. The parties has since renewed their purchase and sale agreement and ASARCO LLC has obtained Court approval of a settlement and release contained in the new PSA for the sale of the ASARCO assets for $1.1 billion in cash and a $600 million note. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted its own plan which allows it to keep its equity interest in ASARCO LLC by offering full payment to ASARCO's creditors. AMC offered provide up to $2.7 billion in cash and a $440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: To Send Competing Plans to Creditors for Voting ----------------------------------------------------------- Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas signed a written order, on July 2, 2009, approving the Joint Disclosure Statement explaining the separate Chapter 11 plans of reorganization submitted by the Debtors supporting the offer by Sterlite (USA), Inc.; Americas Mining Corporation and ASARCO Incorporated; and Harbinger Capital Partners Master Fund I, Ltd., and Citigroup Global Markets, Inc. The Court held that the Joint Disclosure Statement contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code and thus, is approved in all respects. The Court held a Disclosure Statement Hearing on June 30, 2009, and another hearing on July 2 to cure concerns relating to the Joint Disclosure Statement. Solicitation materials and documents are expected to be distributed next week after the three Plan Sponsors finish negotiations on the final offer details with respect to each of their Plans, Steven Church of Bloomberg News reports. The Joint Disclosure Statement has not yet been revealed while the Plan Sponsors make final attempts to outbid each other. The Disclosure Statement Order has authorized the Plan Sponsors to make non-substantive changes to their respective Plans. In addition, the Debtors, in consultation with the Parent and Harbinger, are authorized to make non-substantive changes to the Joint Disclosure Statement, Ballots, Master Ballots, Confirmation Hearing Notice, Solicitation and Tabulation Procedures, and related documents without further Court order, including changes to correct typographical and grammatical errors and to make conforming changes prior to the documents' distribution. "Hopefully there is going to be a new deal [this weekend,]" Bloomberg News quoted Judge Schmidt as saying. "And hopefully the best deal is going to be solicited when it goes out on Wednesday, [July 8, 2009]," Judge Schmidt added. Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy Procedure, the Voting Record Date for determining (i) the holders of claims that are entitled to receive the Solicitation Package pursuant to the Solicitation and Tabulation Procedures, and (ii) holders of claims that are entitled to vote to accept or reject the Plans will be July 2, 2009. Any Objection to the confirmation of the Plans must be filed on or before July 29, 2009. Voting Deadline is on August 5. Judge Schmidt previously scheduled the Confirmation Hearing to take place August 10 to 14, 2009, with hearing extensions set for August 17 through 19, if necessary. The Court also approved the Solicitation and Tabulation Procedures, the form of Ballots and Master Ballots, and the Joint Voting Instructions, among others. A full-text copy of the July 1 Disclosure Statement Order is available for free at: http://bankrupt.com/misc/ASARCO_JointDS_Order_070209.pdf About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). ASARCO LLC filed a plan of reorganization on July 31, 2008, premised on the sale of the Debtors' assets to Sterlite USA for $2.6 billion. By October 2008, ASARCO LLC informed the Court that Sterlite refused to close the proposed sale and thus, the Original Plan could not be confirmed. The parties has since renewed their purchase and sale agreement and ASARCO LLC has obtained Court approval of a settlement and release contained in the new PSA for the sale of the ASARCO assets for $1.1 billion in cash and a $600 million note. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted its own plan which allows it to keep its equity interest in ASARCO LLC by offering full payment to ASARCO's creditors. AMC offered provide up to $2.7 billion in cash and a $440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ATP OIL: Bank Debt Trades at 24% Off in Secondary Market -------------------------------------------------------- Participations in a syndicated loan under which ATP Oil & Gas Corp. is a borrower traded in the secondary market at 75.95 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.90 percentage points from the previous week, The Journal relates. The loan matures Dec. 30, 2013. The Company pays 475 basis points above LIBOR to borrow under the facility. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. The bank debt is not rated by Moody's and Standard & Poor's. ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an international offshore oil and gas development and production company with operations in the Gulf of Mexico and the North Sea. The company trades publicly as "ATPG" on the NASDAQ Global Select Market. B+H OCEAN: Obtains Waivers of Loan Covenant Breaches at Dec. 31 --------------------------------------------------------------- B+H Ocean Carriers Ltd. reported that on June 30 it had made application for a 15-day extension for the filing of its 20-F report including its financial statements for the period ended December 31, 2008. The Company also had been advised by certain of its banks that they had approved the waivers that had been requested for certain technical loan covenant defaults as of December 31, 2008. The Company had requested the waivers in May 2009, in the belief that obtaining the waivers would lead to an unqualified audit for the year ending December 31, 2008, with no reclassification of long term debt as short term debt, and no going concern issue. However, the Company said that during June, it was advised by its auditors that, notwithstanding that waivers were being approved for the loan covenant breaches in place December 31, 2008, given the continuing deterioration of the shipping markets and the passage of time from year end to the issuance of their opinion, they would review all of the Company's loan covenants for potential technical covenant breaches during 2009. The Company stated that there is a possibility for such prospective breaches during 2009, notwithstanding that no unwaived breaches are in place for the period ending December 31, 2008. It added that this possibility may require the Company to state its balance sheet reflecting the auditors' view that during 2009, some or all of the Company's indebtedness may become subject to acceleration. The Company stated that it will continue to work with its banks to obtain waivers of loan covenant breaches if and when they occur, and that it expects any such efforts will be successful, as was the recent round of waiver requests. The Company further said that it does not believe that its indebtedness will be accelerated by its lenders, should further loan covenant breaches be incurred. The Company intends to file its Form 20-F for the year ended December 31, 2008, by July 15, 2009. About B+H Ocean Carriers The Company was organized as a corporation under Liberian law on April 28, 1988, to engage in the business of acquiring, investing in, owning, operating and selling vessels for dry bulk and liquid cargo transportation. As of June 30, 2009, the Company owned and operated two dry bulkcarriers, four medium-range product/chemical tankers, one Panamax product tanker and five ore/bulk/oil combination carriers. The Company also owns a 50% interest in a company which is the disponent owner of a 1992-built 75,000 DWT Combination Carrier, effected through a lease structure. Each vessel accounts for a significant portion of the Company's revenues. On July 29, 2008, the Company, through a wholly-owned subsidiary, acquired an Accommodation Field Development Vessel under construction, for delivery in the 1st quarter of 2010. BALLY TOTAL: Closes Three Local Health Clubs in Houston ------------------------------------------------------- As part of its reorganization efforts under Chapter 11 of the Bankruptcy Court, Bally Total Fitness Corp. slated for closure local health clubs at Houston, specifically the clubs located at 2500 Dunstan in the West U area; 7737 W. Bellfort; and 365 Sawdust Road, according to the Houston Business Journal. Bally was unable to "negotiate mutually beneficial terms" with landlords of the properties, which resulted to the closures, Bally spokesman Larry Larsen told the newspaper. Houston, however, still has 12 existing Bally clubs, Mr. Larsen noted. 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: Disclosure Statement Hearing Moved to July 9 --------------------------------------------------------- Bally Total Fitness Holding Corporation and its 42 debtor- affiliates notified parties-in-interest that the hearing to consider approval of their Disclosure Statement accompanying their Joint Plan of Reorganization has been rescheduled to July 9, 2009, beginning at 12:00 p.m., prevailing Eastern Time, before Judge Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York. The Disclosure Statement Hearing was originally scheduled for July 15, 2009. The Debtors noted that the Disclosure Statement, filed together with the Chapter 11 Plan on June 10, 2009, contains ample and adequate information within the meaning of Section 1125 of the Bankruptcy Code. Accordingly, the Disclosure Statement should be approved as containing adequate information, the Debtors aver. Objections Cesar Carrera, Kevin Lai and Danna Brown, as plaintiffs in a class certification lawsuit against the Debtors, argue that the Disclosure Statement fails to disclose the existence of the Carrera Action and its related pending appeal, which can have a materially adverse effect upon the Debtors' finances and the distributions under the Plan. The Carrera Plaintiffs are holders of Class 1 Other Priority Claims, Class 8 General Unsecured Claims and Unclassified Administrative Claims. The Carrera Action, which was denied by the Bankruptcy Court in April 2009, was subjected to an Appeal pending before the United States District Court for the Southern District of New York. Furthermore, the Carrera Plaintiffs maintain that the Debtors should be required to disclose the terms of the Exit Facilities five days prior to the Debtors' proposed Plan voting and confirmation objection on August 7, 2009 -- instead of prior to the Confirmation Hearing on August 18 -- to enable creditors to review the primary funding mechanism prior to casting votes for or against the Plan. In a separate filing, U.S. Bank National Association says that the Disclosure Statement does not contain adequate information within the meaning of Section 1125 of the Bankruptcy Code because it: (i) fails to sufficiently explain the "Subordination Provisions" and their implications on the amount and timing of distributions to holders of Class 7 and Class 10 Claims under the Plan; (ii) is "silent" about the mechanics of the distribution of the Class 10 Distributions; (iii) does not clearly preserve the rights and powers of the Indenture Trustee in post-Confirmation dispute concerning the effect of the Subordination Provisions; and (iv) does not clearly inform holders of the potential impact of the Indenture Trustee fees and expenses that are not paid by the Debtors on holders of Allowed Class 7 and Class 10 Claims. U.S. Bank is the indenture trustee under an Indenture dated as of October 1, 2008, with Bally Total Fitness Holding Corporation as issuer, and other Debtor-subsidiaries as guarantors, pursuant to which the Debtors issued 13% Senior Secured Notes due 2011. U.S. Bank has asserted claims for the principal and prepetition interest owing on the Notes for $247,335,500 plus unliquidated amounts on behalf of all Noteholders. Parties have until July 6, 2009, to file their objections to the Disclosure Statement. 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: Gets Assumption Extension for 21 Leases ---------------------------------------------------- At the behest of Bally Total Fitness Holding Corp. and its affiliates, the U.S. Bankruptcy Court for the Southern District of New York extended the period within which the Debtors must assume a total of 21 unexpired leases of non-residential real property, pursuant to consensually agreed Assumption Deadlines with applicable landlords under two separate stipulations. Complete lists of the Assumed Leases as of their Consensual Assumption Deadlines are available for free at: * http://bankrupt.com/misc/19ConsensualDeadlines.pdf * http://bankrupt.com/misc/2ConsensualDeadlines.pdf The Court's order is without prejudice to the Debtors' right to seek further extensions upon written consent of the applicable lessors. Prior to the Court's approval, the Debtors filed amended copies of the Stipulations to reflect technical, non-material changes. 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: Liquidation Analysis Under Bally II Plan ---------------------------------------------------- Pursuant to their Chapter 11 Joint Plan of Reorganization and accompanying Disclosure Statement filed with the Court on June 10, 2009, Bally Total Fitness Holding Corp. and its affiliates note that a liquidation of their assets under Chapter 7 of the Bankruptcy Code would affect the ultimate proceeds available for distribution to creditors and holders of interest in their Chapter 11 Cases. Specifically, the Debtors averred that a Chapter 7 Liquidation would result to: (i) increased costs and expenses arising from fees payable to a trustee and professional advisors; (ii) an erosion in the value of assets in the context of an expeditious liquidation and the "forced sale" atmosphere that would prevail; and (iii) the substantial increase in claims, which would be satisfied on a priority basis or on parity with creditors in the Chapter 11 Cases. To illustrate their contention, the Debtors supplemented their Disclosure Statement accompanying their Chapter 11 Joint Plan with a Liquidation Analysis, prepared by Houlihan Lokey Howard & Zukin Capital, Inc., the Debtors' financial advisor. The Liquidation Analysis assumes a coverage period of 6 months, allowing for, among other things, the discontinuation of the Debtors' operations, sale of assets, and collection of receivables. Because the estimated liquidation value of the Debtors' estates is less than the amount of the Prepetition Revolver Facility Claims, nothing would be available for distribution to holders of Allowed Administrative Claims, Priority Claims or General Unsecured Claims under a Chapter 7 Liquidation, according to Stephen D. Zide, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. In this regard, the Debtors aver that the confirmation of their Joint Chapter 11 Plan of Reorganization will provide each holder of an Allowed Claim or Equity Interest with a recovery that is not less what they will receive pursuant to a Chapter 7 Liquidation. A full-text copy of Bally II's Liquidation Analysis is available for free at: http://bankrupt.com/misc/BallyII_LiquidationAnalysis.pdf Mr. Zide relates that underlying the Liquidation Analysis are a number of estimates and assumptions that, although developed and considered reasonable by management, are subject to economic and competitive uncertainties and contingencies beyond the control of the Debtors and their management. He further notes that the Liquidation Analysis is also based on assumptions with regard to decisions that are subject to change. Accordingly, the values reflected in the Analysis might not be realized if the Debtors were, in fact, to undergo a Chapter 7 Liquidation, Mr. Zides maintains. 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: Madeira Wants Stay Lifted to Pursue Civil Action ------------------------------------------------------------- Patricia Madeira, for the Estate of Gedson Madeira, asks the Court to lift the automatic stay pursuant to Section 362 of the Bankruptcy Code, to allow her to proceed with a wrongful death claim against the Debtors pending at the Massachusetts Superior Court, captioned Patricia Madeira et al. v. U.S. Health Inc., doing business as Bally Total Fitness. As set forth in the Complaint in the Massachusetts Action, Ms. Madeira alleges that the Debtors negligently failed to supervise and maintain the swimming pool located within the premises of the Bally Total Fitness club in Revere, Massachusetts, which resulted to Mr. Madeira's death. Representing Ms. Madeira, Jonathan D. Sweet, Esq., at Swartz & Swartz, in Boston, Massachusetts, notes that the Debtors have two insurance policies available to cover the loss that Ms. Madeira allegedly incurred, consisting of: (a) Primary policy with Lexington Insurance Company with coverage up to $2 million for each occurrence and a $4 million general aggregate with a $250,000 self-insured retention provision; and (b) Umbrella policy with American Insurance Company with coverage up to $50 million for each occurrence and $50 million general aggregate. According to Mr. Sweet, the Debtors will not be financially prejudiced by the modification of the Stay for purposes of allowing Ms. Madeira's Claim to proceed because the defense of the Massachusetts Action likely will be continued to be provided by defense counsel previously retained and appointed by the Debtors' Insurers. On the other hand, given her financial and personal loss, Ms. Madeira has been greatly prejudiced by the Stay and will continue to be so prejudiced absent the Court's approval of her request, Mr. Sweet tells the Court. 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) BBZ RESOURCE: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- BBZ Resource Management, Inc., has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Arizona. According to court documents, BBZ Resource listed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Furniture Today reports that several Better Business Bureau offices started issuing alerts about BBZ Resource this month after receiving more than 225 complaints from 40 states about its gift card voucher program, offered as promotions by retailers including furniture stores, electronics chains and car dealers, among others. Vouchers, according to Furniture Today, were sold to retailers via brokers by BBZ. The Oregon attorney general's office is also conducting a probe on BBZ Resource as a possible pyramid scheme, KNXV-TV says. The BBB said that most of the complaints were for non-receipt of gift cards, delays in getting them, non-activation of the cards, or that they were only good for a gas station outside of consumer's area, the report states. BBZ Resource claimed the program was bonded and insured, FurnitureToday relates, citing Kerry Lebensburger, Ashley Furniture president of sales. Mesa, Arizona-based BBZ Resource Management offered a free gas and grocery voucher incentive program tied to purchases of furniture and other products. BERNARD MADOFF: Ezra Merkin Says Clients Aware of Madoff Deals -------------------------------------------------------------- J. Ezra Merkin said in court documents that his clients were aware their money was being invested with Bernard Madoff, contrary to allegations made against him by New York Attorney General Andrew Cuomo. According to court documents, Mr. Cuomo had accused Mr. Merkin of not disclosing and of "actively" obscuring that Mr. Madoff was managing some or all of his clients' money. Documents filed by Mr. Merkin in court show that his funds specifically mentioned their connection to Mr. Madoff or at least said that Mr. Merkin was authorized to invest the funds' assets with third-party managers. Amir Efrati at The Wall Street Journal reports that Mr. Merkin filed documents with the court, showing that some clients of his funds and financial advisers had knowledge of the Madoff connection. WSJ relates that these clients include: -- Yeshiva University, where both Messrs. Merkin and Madoff were board members; -- Solaris Group, which was a financial adviser to at least one Merkin investor; and -- Union Bancaire Privee, or UBP, the biggest investor in Ascot. According to WSJ, Mr. Merkin asked the court dismiss Mr. Cuomo's complaint. WSJ relates that a Solaris spokesperson said Mr. Merkin told the firm that he himself was actively managing the school's money. Mr. Merkin said that he helped arrange for some clients to meet with Mr. Madoff to conduct their own due diligence, WSJ states. According to the report, Mr. Merkin said that he arranged for a four-person team from UBP to inspect Mr. Madoff's operations. UBP said it lost $700 million from the fraud and was misled by Mr. Madoff, WSJ reports. Liz Rappaport, Robert Frank, and Kelly Crow at WSJ relates that Mr. Merkin is selling a collection of Mark Rothko paintings and Alberto Giacometti sculptures for $310 million, potentially offering some payback to his defrauded investors. WSJ states that about $192 million of the proceeds could eventually be available for Mr. Merkin's investors, while more than $100 million of the sale proceeds will go to pay liens on the art, commissions on the sales of the artwork, other fees, and taxes. About Bernard Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on December 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Mr. Madoff's fraud were allegedly at least $50 billion. Also on December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. As reported by the TCR, Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors. BOMBARDIER INC: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating ------------------------------------------------------------------ Moody's Investors Service changed the rating outlook for Bombardier Inc. to stable from positive and affirmed the company's Ba2 corporate family and Ba2 senior unsecured ratings. In conjunction with the rating action, Moody's lowered the company's speculative grade liquidity rating to SGL-3 from SGL-2. The outlook change reflects Moody's belief that the significant reduction in demand for business jets is likely to pressure Bombardier's operating results through the near term. Consequently, in Moody's opinion, Bombardier's fundamentals are no longer expected to support a ratings upgrade through the next year. The potential for increased cash consumptiveness associated with lower Aerospace order and delivery activity is the basis for lowering the Company's liquidity rating to SGL-3. This rating has been downgraded: -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 These ratings have been affirmed: -- Corporate family rating at Ba2 -- Probability of default rating at Ba2 -- Senior unsecured debt rating at Ba2 (to LGD4, 53% from LGD4, 52%) Outlook Actions: -- Outlook, Changed To Stable From Positive Despite the material deterioration in the outlook for business jets through 2009, more significant downward rating action is contained by the ample financial flexibility that Bombardier amassed in its Ba2 rating through the recent cyclical upswing. Darren Kirk, lead Analyst with Moody's explained, "Bombardier entered the downturn with strong levels of profitability and modest levels of leverage for its rating category". Mr. Kirk added, "these traits are further enhanced by the company's sizeable cash balances which provides additional capacity to absorb expected near term operating pressures". Bombardier's rating considers that its large and diversified backlog levels in each of its two main business segments should offer resilience against the severity of the current downturn. Moody's expects the Transportation segment, in particular, to demonstrate continued earnings momentum as prospects for that business remain attractive despite broader economic declines. This should provide a partial offset to the pressures in the Aerospace segment, which is likely to face elevated risks through the next several years, as the demand for business jets potentially remains weak and the company begins to increase capital spending related to the development of its CSeries aircraft. Moody's notes that while the company has received firm orders for 50 units to date, this level is below Moody's prior expectations, indicating incremental risks associated with the ultimate success of the aircraft. Bombardier's cash balances are currently sizeable in Moody's opinion. Nonetheless, Moody's believes that these funds have the potential to erode meaningfully should business jet order activity and deliveries remain suppressed. While Bombardier does not have any material near term debt maturities and covenant cushion for its committed letter of credit facilities are considered good, the company lacks committed bank operating lines for funded borrowing purposes. The potential for a sharp reduction in balance sheet liquidity together with the company's sole reliance on internal cash sources for its liquidity needs is the catalyst for lowering its liquidity rating to SGL-3 from SGL-2, indicating "adequate" rather than "good" liquidity. Moody's last rating action on Bombardier was on May 7, 2008, at which time the rating outlook was changed to positive from stable. Bombardier Inc., headquartered in Montreal, Quebec, is a diversified manufacturing company involved in the aerospace and transportation markets. BOMBARDIER RECREATIONAL: S&P Cuts Corporate Credit Rating to 'SD' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on recreational products manufacturer Bombardier Recreational Products Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P lowered the rating on BRP's US$790 million senior secured term loan two notches to 'D' from 'CC'. The recovery rating on the term loan is unchanged at '4', indicating S&P's expectation of average (30%-50%) recovery for lenders in the event of a payment default. S&P also removed all ratings from CreditWatch negative, where they were placed Nov. 24, 2008. In addition, Standard & Poor's affirmed the 'B' debt rating on the company's C$250 million senior secured revolving credit facility, which was not on CreditWatch. The recovery rating on BRP's revolving credit facility is unchanged at '1', indicating an expectation of very high (90%-100%) recovery in a default scenario. "These rating actions follow the settlement of the company's below-par debt tender offer, which S&P view as tantamount to default," said Standard & Poor's credit analyst Lori Harris. Under S&P's criteria (see related research link below), S&P views a formal cash tender offer or exchange offer at a discount by a company under substantial financial pressure as a distressed debt exchange and tantamount to a default. The company has approval from its bank group, through an amendment to the credit agreement, to repurchase up to US$250 million of its term debt below par until April 30, 2010. The debt repurchases are being funded by the injection of additional capital from shareholders and outside sources. S&P believes the revised capital structure could reduce BRP's cash interest expense in the next couple of years and lower the company's debt outstanding. "We expect to assign a new corporate credit rating to BRP, representative of S&P's assessment of its credit risk, in the very near term," Ms. Harris added. However, S&P expects to keep in place the 'D' rating on the term facility through April 30, 2010, or upon completion of the company's US$250 million debt buyback. BRUNSWICK CORP: S&P Affirms Rating on Senior Unsec. Debt to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its issue-level rating on Brunswick Corp.'s senior unsecured debt at 'B-' (the same level as the 'B-' corporate credit rating on the company). S&P removed the rating from CreditWatch, where it was placed with negative implications Nov. 11, 2008. The recovery rating remains unchanged at '4', indicating S&P's expectation of average (30% to 50%) recovery for debtholders in the event of a payment default. The affirmation and CreditWatch removal reflect S&P's view that the strength of Brunswick's core brands and the leadership positions of its Boat, Fitness, and Marine segments will preserve the company's enterprise value, and will provide a good foundation to reorganize under S&P's simulated default scenario. The corporate credit rating on Brunswick is 'B-' and the rating outlook is negative. (The corporate credit rating was not previously on CreditWatch.) The 'B-' rating reflects the sharp decline in the company's profitability because of difficult recreational marine conditions and low prospect for an industry turnaround over the intermediate term. Brunswick's liquidity is an additional concern. Erosion of demand and cutbacks in production will cause accounts receivable and inventory liquidation, aiding cash flow generation temporarily in 2009; however, if business deterioration does not moderate by 2010, these benefits, as well as lower capital expenditures, are unlikely to offset cash flow pressures from declining demand. The result could be a discretionary cash deficit and increased vulnerability to economic, industry, and credit market fluctuations. Ratings List Brunswick Corp. Corporate Credit Rating B-/Negative/-- Affirmed Brunswick Corp. To From -- ---- Senior Unsecured B- B-/Watch Neg Recovery Rating 4 4 BUCKEYE TECHNOLOGIES: Moody's Reviews Ratings for Possible Upgrade ------------------------------------------------------------------ Moody's Investors Service placed all the ratings of Buckeye Technologies Inc. on review for possible upgrade. This action follows Buckeye's announcement on July 1, 2009 that it has called for redemption prior to their maturity $110 million in aggregate principal amount of the company's 8% senior subordinated notes due 2010. The 2010 notes will be redeemed on July 31, 2009 using drawings from the company's revolving credit facility and cash on hand. The review for possible upgrade will focus on Buckeye's post- redemption capital structure, liquidity profile, and expected run rates in each of its business segments. Moody's placed these ratings on review: -- $200 million senior unsecured notes due 2013, B2 (LGD4, 62%) -- $111 million senior subordinated notes due 2010, B3 (LGD6, 91%) -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 Buckeye Technologies Inc., headquartered in Memphis, Tennessee, is a producer of specialty fibers and non-woven materials sold to makers of consumer and industrial goods. The company is publicly held (BKI) and generated revenues of $793 million in the twelve months ended March 31, 2009. CANADIAN SUPERIOR: BG Int'l Issues ROFR Notice on Centrica Deal --------------------------------------------------------------- Canadian Superior Energy Inc. has received from BG International Limited a notice of election regarding BGI's right of first refusal dated June 30, 2009, in respect of the agreement of purchase and sale dated June 1, 2009 between Canadian Superior and Centrica Resources Limited. Canadian Superior has said that, as part of its restructuring pursuant to the Companies' Creditors Arrangement Act, it has reached an agreement with Centrica plc, under which Centrica will acquire from Canadian Superior a 45% interest in Block 5(c), located offshore Trinidad, for US$142.5 million in cash. The Centrica agreement is subject to the satisfaction of certain conditions including pre-emption rights from existing field partners and to the approval by the Court of Queen's Bench of Alberta, and by the Ministry of Energy and Energy Industries of the Government of Trinidad and Tobago. BGI's right of first refusal with respect to the Company's interest in Block 5(c) arises pursuant to a joint operating agreement among Canadian Superior, BGI and Challenger Energy Corp. As reported by the Troubled Company Reporter on June 23, 2009, Canadian Superior and Challenger Energy entered into an arrangement agreement providing for the acquisition by Canadian Superior of Challenger. Canadian Superior will acquire all of the outstanding common shares of Challenger in exchange for the issuance of 0.51 of a common share of Canadian Superior for each outstanding Challenger Share. Based on the 20 day volume weighted average trading price of the Canadian Superior Shares, the exchange ratio equals a price of C$.4345 per Challenger Share and represents a 36% premium to Challenger's closing trading price on June 18, 2009 and a 15% premium to the 20 day volume weighted average trading price of the Challenger Shares. The total transaction value, including the assumption of roughly C$54.4 million in Challenger's net debt, is roughly C$77.8 million. Characteristics of the Pro Forma Company: -- Current Western Canadian production of roughly 3,050 boepd (85% natural gas); with an additional 300 boepd behind pipe and over 146,000 net undeveloped in Alberta and BC; -- A diversified suite of oil and natural gas exploration and development assets located in Canada, Trinidad and Tobago, and North Africa and a liquefied natural gas ("LNG") project located on the east coast of the United States; -- A market capitalization in excess of C$160.6 million (based on the current trading price of the Canadian Superior Shares); -- Approximately 195.8 million shares outstanding. Canadian Superior intends to exit CCAA with these assets in place -- a 25% interest in Block 5(c) and its MG exploration block, both in Trinidad, all of its Western Canadian producing properties, its interest in the 7th of November block offshore Libya and Tunisia, its Liberty Natural Gas LNG project in New Jersey, and its offshore Nova Scotia exploration acreage. In addition the Company will reconstitute its Board of Directors, make additions to senior management, and also intends to have in place a new undrawn credit facility, with sufficient funding to execute its anticipated 18- month capital program. Transaction Terms and Conditions The transaction is to be effected by way of an arrangement under the Canada Business Corporations Act. Completion of the Arrangement, which is anticipated to occur in late August, is subject to, among other things, the requisite approval of the holders of Challenger Shares (Challenger Shareholders), the approval of the Court of Queen's Bench of Alberta, the receipt of all necessary regulatory and stock exchange approvals, and certain closing conditions that are customary for a transaction of this nature. The Board of Directors of Challenger has unanimously determined that the proposed Arrangement is in the best interests of, and fair to, Challenger and its stakeholders, and unanimously recommends that Challenger Shareholders vote in favour of the Arrangement at the upcoming meeting. Each of the directors and officers of Challenger, who collectively hold approximately 2% of the outstanding Challenger Shares, have agreed to enter into support agreements pursuant to which each has agreed to vote in favour of the Arrangement. The Arrangement Agreement prohibits Challenger from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for Canadian Superior to match competing, unsolicited proposals and provides for a mutual C$3 million termination fee payable in certain circumstances. Financial Advisors Jennings Capital Inc. is acting as financial advisor to the Independent Committee of the Board of Directors of Canadian Superior with respect to the Arrangement and has advised the Independent Committee and the Board of Directors of Canadian Superior that it is of the opinion that the consideration to be offered by Canadian Superior pursuant to the proposed Arrangement is fair, from a financial point of view, to Canadian Superior and its shareholders. Peters & Co. Limited is acting as financial advisor to Challenger in connection with its review of strategic alternatives and the Arrangement and has advised the Board of Directors of Challenger that it is of the opinion, as of the date hereof, that the consideration to be received by the Challenger Shareholders pursuant to the proposed Arrangement is fair, from a financial point of view, to the Challenger Shareholders. Extension of CCAA Stay As reported by the TCR on June 9, 2009, Challenger Energy has been granted an extension of the stay of proceedings to July 24, 2009, to the previous court order that was granted on April 20, 2009, which had extended the stay of proceedings from April 20, 2009, to June 4, 2009, from the Court of Queen's Bench of Alberta, Judicial District of Calgary for protection under the Companies' Creditors Arrangement Act (Canada). The TCR also said Canadian Superior Energy's application to the Court of Queen's Bench of Alberta for an Order under the Companies' Creditors Arrangement Act (Canada) to extend its CCAA protection has been granted, allowing the Company to continue to prepare a plan of arrangement for its creditors, and staying all claims and actions against the Company and its assets. The extension under the Order granted will be in effect until July 24, 2009, at which time the matter will be reviewed by the Court. About Canadian Superior Energy Canadian Superior Energy Inc. -- http://www.cansup.com/-- is a Calgary, Alberta, Canada based diversified global energy company engaged in the exploration and production of oil and natural gas with operations or projects located in Canada, Trinidad and Tobago and North Africa. Canadian Superior is also developing a liquefied natural gas project on the East Coast of the United States. About Challenger Energy Challenger Energy Corp. -- http://www.challenger-energy.com/-- is a Calgary, Alberta, Canada based oil and gas exploration company which has invested approximately US$80.1 million in exploration expenditures in Block 5(c) offshore Trinidad and Tobago. CHARLES TRINH: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Charles Trinh 13615 Layhill Ct. Houston, TX 77077 Bankruptcy Case No.: 09-34652 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Jeffrey P. Norman, Esq. Gipson & Norman 450 N. Texas Avenue, Suite A Webster, TX 77598-4963 Tel: (281) 332-4800 Fax: (281) 332-4808 Email: jpnorman@gipsonandnorman.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. Trinh. CHARTER COMM: 30 Affiliates' Schedules of Assets and Debts ---------------------------------------------------------- Thirty debtor-affiliates of Charter Communications, Inc., reported assets ranging from $0 to $350,000,000: Debtor Assets Liabilities ------ ------ ----------- CC V Holdings, LLC $321,688,276 $11,084,447,072 CC VIII Operating, LLC 468,170,846 12,285,622,930 CCO Holdings, LLC 319,106,134 12,027,301,203 CC Systems, LLC 292,371,896 10,859,720,361 CCH II, LLC 243,853,965 2,568,361,578 CC VIII Holdings, LLC 232,616,797 10,851,830,275 CC Michigan, LLC 152,214,547 10,874,265,341 Cable Equities Colorado, LLC 44,777,039 11,013,316,154 American Cable Entertainment 33,247,986 10,852,652,618 Company, LLC CC 10, LLC 25,011,742 10,852,702,740 CC VIII Leasing of Wisconsin LLC 8,718,856 10,851,830,275 CCH I, LLC 3,838,220 4,169,888,312 CC VIII, LLC 2,016,199 11,147,168,451 CCO NR Holdings, LLC 1,126,779 10,851,904,467 Ausable Cable TV, Inc. 648,839 10,851,860,197 Athens Cablevision, Inc. 428,500 10,851,830,275 CC Fiberlink, LLC 370,391 10,851,839,065 CC VI Operating Company, LLC -- 11,811,750,491 Cable Equities of Colo. Mgmt. Corp. -- 10,851,830,275 CCO Purchasing, LLC -- 10,851,830,275 CCH I Capital Corp. -- 4,169,888,312 CCH I Holdings, LLC -- 2,625,067,786 CCH I Holdings Capital Corp. -- 2,625,060,226 CCH II Capital Corp. -- 2,568,361,578 CCO Holdings Capital Corp. -- 822,061,578 CCHC, LLC -- 77,025,671 CCO Fiberlink, LLC -- -- CC VI Fiberlink, LLC -- -- CC VII Fiberlink, LLC -- -- CC VIII Fiberlink, LLC -- -- A large chunk of the Debtors' liabilities are owed to JPMorgan Chase Bank, N.A., for various loans. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMM: 30 Affiliates' Statements of Financial Affairs ------------------------------------------------------------ Thirty debtor-affiliates of Charter Communications, Inc., separately filed with the Court their statements of financial affairs: (1) American Cable Entertainment Company, LLC; (2) Athens Cablevision, Inc.; (3) Ausable Cable TV, Inc.; (4) Cable Equities Colorado, LLC; (5) Cable Equities of Colorado Management Corp.; (6) CC 10, LLC; (7) CC Fiberlink, LLC; (8) CC Michigan, LLC; (9) CC Systems, LLC; (10) CC V Holdings, LLC; (11) CC VI Fiberlink, LLC; (12) CC VI Operating Company, LLC; (13) CC VII Fiberlink, LLC; (14) CC VIII Fiberlink, LLC; (15) CC VIII Holdings, LLC; (16) CC VIII Leasing of Wisconsin, LLC; (17) CC VIII Operating, LLC; (18) CC VIII, LLC; (19) CCH I Capital Corp.; (20) CCH I Holdings Capital Corp.; (21) CCH I Holdings, LLC; (22) CCH I, LLC; (23) CCH II Capital Corp.; (24) CCH II, LLC; (25) CCHC, LLC; (26) CCO Fiberlink, LLC; (27) CCO Holdings Capital Corp.; (28) CCO Holdings, LLC; (29) CCO NR Holdings, LLC; and (30) CCO Purchasing, LLC. The Debtor-Affiliates disclosed that they earned these amounts from employment or operation of business within two years prior to the commencement of the bankruptcy cases: YTD 2009 FY 2008 FY 2007 -------- ------- ------- CC VIII Operating $118,252,370 $4,895,981 $671,803,167 CC Michigan, LLC 37,082,590 211,570,309 195,989,877 Cable Equities 10,655,194 68,005,739 64,864,376 Colorado, LLC CC 10, LLC 8,688,146 52,867,981 50,341,415 American Cable 6,531,617 40,615,980 39,721,753 Entertainment Co. LLC CC VIII Leasing of 774,324 4,528,813 0 Wisconsin, LLC Ausable Cable TV Inc. 237,791 1,375,912 1,300,255 CC VIII, LLC 15,409 712,216,807 0 CC Fiberlink, LLC 4,055 9,065 -- CC VI Fiberlink, LLC 0 704,601 0 These Debtor-Affiliates also earned income other than from employment or operation of business: YTD 2009 FY 2008 FY 2007 -------- ------- ------- CC V Holdings, LLC $61,821,495 $18,155,358 $21,301,453 CCH II, LLC 1,675,808 14,955,765 17,674,661 CC VIII Holdings, LLC 1,631,613 14,300,070 16,778,091 CCO Holdings, LLC 780,770 19,549,953 22,976,052 CC VIII Operating, LLC 209,673 1,836,984 2,155,497 CC Michigan, LLC 6,401 188,907 360,334 CCH I, LLC 942 77,746 186,608 CCH I Holdings, LLC 375 42,377 101,702 CC Systems, LLC 0 17,198 81,361 CCHC, LLC -- -- 533,204 Ausable Cable TV, Inc. -- -- 26 Within the 90 days immediately preceding the Petition Date, these Debtor-Affiliates paid creditors on account of debts, which are not primary consumer debts: Debtor Amount ------ ------ CC Systems, LLC $109,698,181 CC Michigan, LLC 65,905,416 CCH I Holdings, LLC 61,910,149 CC VIII Operating, LLC 31,468,269 American Cable Entertainment Co. LLC 2,439,661 Cable Equities Colorado, LLC 3,153,593 CC 10, LLC 2,008,425 CCO NR Holdings, LLC 1,668,136 Ausable Cable TV, Inc. 78,831 CC Fiberlink, LLC 32,421 CC VI Fiberlink, LLC 19,329 CC VIII, LLC 33,362 CCO Holdings, LLC 7,000 The Debtor-Affiliates also made payments within one year immediately preceeding the commencement of their Chapter 11 cases to or for the benefit of creditors, who are or were insiders: Debtor Amount ------ ------ CCO Holdings, LLC $885,285,943 CCH I Holdings, LLC 73,207,215 CCH I, LLC 306,262,135 CCH II, LLC 744,832,795 These Debtor-Affiliates are parties to certain suits and administrative proceedings within a year prior to the Petition Date: Nature of Debtor Case Name Proceeding ------ --------- ---------- CC 10, LLC Mifsud vs. Charter Tort CC Systems, LLC Dan Kirchhoefer Closed claims CC V Holdings LLC Charter vs. Irell Malpractice & Manella CC VI Operating Chamberlain vs. Easement Company, LLC Charter CC VIII Operating Employer's Mutual N/A LLC Casualty Companies CC VIII Operating Employer's Mutual N/A LLC Casualty Companies CC VIII Operating Lattimore's Mobile N/A LLC Home Sales, Inc CC VIII Operating Wieland, Beverly Property Damage LLC CC VIII, LLC Charter vs. Tax Wisconsin DOR CCO Purchasing LLC Massachusetts Tax Department of Revenue vs. Charter Within one year before the Petition Date, these Debtor-Affiliates gave gifts: Debtor Amount ------ ------ CC Systems, LLC $21,547 American Cable Entertainment Co. LLC 1,534 CC VIII Operating, LLC 503 CC Michigan, LLC, revealed that it transferred various Michigan systems amounting to $530,800 out of the ordinary course of its business or financial affairs to Michigan Cable Partners, Inc., and Town and Country Cable and Telecommunications, LLC, within two years immediately preceding the commencement its bankruptcy case. CC Fiberlink, LLC, CC Systems, LLC, CC VIII Operating, LLC, CCHC, LLC, and CC V Holdings, LLC, disclosed that they closed their financial accounts with US Bank. CC VIII Operating, LLC, also discloses that it made other transfers within two years prior to the Petition Date to: -- Midcontinent Communications for $33,000,000; -- CC VIII Leasing Of Wisconsin LLC for $11,392,538; and -- Cannon Valley Cablevision, Inc., for $2,400,000. Certain creditors of these Debtor-Affiliates made set-offs against debts or deposit within the 90 days before the Petition Date: Debtor Amount ------ ------ CC VIII Operating, LLC $174,649 CC Michigan, LLC 62,032 Cable Equities Colorado, LLC 37,706 CC 10, LLC 29,176 American Cable Entertainment Co. LLC 9,198 About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMM: Paul Allen Discloses 49.11% Stake as of June 19 ------------------------------------------------------------- In a Form 13D regulatory filing with the Securities and Exchange Commission dated June 19, 2009, Charter Communications Inc.'s chairman and controlling shareholder, Paul G. Allen, discloses that he owns an aggregate of 378,917,818 shares issued by Charter Communications Inc., which represents 49.11% beneficial ownership of Class A Common Stock and 90.61% of voting power. Mr. Allen has sole voting and dispositive power over the 378,917,818 shares. Mr. Allen's Shares represent: (a) 10,000 vested options to acquire shares of Class A Common Stock of Charter; and (b) shares of Class A Common Stock into which these interests may be converted: * 50,000 shares of directly held Charter Class B Common Stock; * 364,026,266 Class A Common Membership Units of Charter Communications Holding Company, LLC, held by Charter Investment, Inc., including the exchange of the CCHC Note into 39,725,787 Class A Units; and * 14,831,552 Class C Common Membership Units of Charter Holdco held by CII. CII has an exchange option with Charter giving it the right to exchange both its Class A Units and Class C Units -- the Class B Common Stock Equivalents -- for shares of Class B Common Stock of Charter on a one-for-one basis. Charter's Class B Common Stock is convertible at any time into Class A Common Stock on a one-for-one basis. Mr. Allen is the sole stockholder of CII. He is, therefore, deemed to have beneficial ownership of all of the Class B Common Stock Equivalents held by CII. Because Mr. Allen is the ultimate controlling person of CII, he is a beneficial owner who effectively has sole voting power with respect to the Class B Common Stock Equivalents held by CII; however, because CII is the record holder of the Class B Common Stock Equivalents, CII may be deemed to share voting power with Mr. Allen over the Class B Common Stock Equivalents. The calculation of Mr. Allen's 49.11% beneficial ownership percentage assumes that: (i) the 50,000 shares of Class B Common Stock held by Mr. Allen have been converted into shares of Class A Common Stock; and (ii) all Class B Common Stock Equivalents held by CII or that CII has the right to acquire have been exchanged for shares of Class A Common Stock. Each share of Charter Class B Common Stock has the right to a number of votes determined by multiplying (i) ten, and (ii) the sum of (1) the total number of shares of Class B Common Stock outstanding, and (2) the aggregate number of Class B Common Stock Equivalents, and dividing the product by the total number of shares of Class B Common Stock outstanding. The calculation of this percentage assumes that Mr. Allen's equity interests are retained in the form that maximizes voting power. Charter Investment, Inc., also reveals it shares voting and dispositive power over the 378,857,818 shares. The 378,857,818 shares represent Class A Common Membership Units and Class C Common Membership Units of Charter Communications Holding Company, LLC directly held by CII. According to the filing, W. Lance Conn has been removed as a vice President of CII. Mr. Conn resigned as vice president, effective May 13, 2009. Jo Allen Patton, director and President of CII, beneficially owns 129,540 shares of Class A Common Stock. In a regulatory filing with the SEC on June 18, Mr. Allen disclosed that he has sold and disposed 28,467,421 of his shares of Charter Communications Inc. Class A common stock in private transactions at a per share price of $0.000035. No other information is released regarding the transaction that took place on June 17, 2009. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMM: Q Investment Asks for Official Equity Committee ------------------------------------------------------------- Q Investments, L.P., asks the U.S. Bankruptcy Court for the Southern District of New York to issue an order compelling the United States Trustee for Region 2, Diana G. Adams, to appoint an official committee of equity security holders in the Debtors' Chapter 11 cases. Q Investments is a family of funds through which one of its funds, R2 Investments LDC, holds 18,550,336 shares, representing approximately 4.7% of the total shares outstanding of Class A Common Stock issued by Charter Communications, Inc. Representing Q Investments, Mark B. Joachim, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, argues that the appointment of an Equity Committee is clearly justified and absolutely necessary because while the Debtors repeatedly boast about their earnings success and the operational soundness of their business, they are attempting to fast-track a prearranged plan negotiated among only the Debtors, their controlling shareholder, Paul Allen, and certain of their bondholders known as the Crossover Committee. Mr. Joachim alleges that the Prearranged Plan wipes out all of Charter's equity holders, except for Mr. Allen. "The Prearranged Plan then delivers to Mr. Allen and the Crossover Committee a sweetheart deal that includes the potential for substantial profit for certain insiders . . . at the expense of the non-insider equity holders who have not been afforded a voice to date," Mr. Joachim says. He points out that, among other things, appointment of an Equity Committee is necessary to adequately represent the interests of non-insider equity security holders. In a declaration, Mr. Joachim stated that the Prearranged Plan was negotiated prepetition, at a time when the markets were at historic lows. Mr. Joachim said he believes the Prearranged Plan was necessitated by poor market conditions, and that recent market trends have shown marked improvements. However, Judge Peck denied the request to appoint an Equity Committee. According to a report from Bloomberg News, Judge Peck said that an equity committee represents an unnecessary threat to the viability of plan confirmation, and that its formation would come at a great cost to the estates. He added that formation of a new committee would delay confirmation of a plan by at least 60 days. Prior to the order, Law Debenture Trust Company of New York, as the Indenture Trustee with respect to the $479 million in aggregate principal amount of 6.50% Convertible Senior Notes due 2027 issued by Charter, submitted a limited response and reservation of rights to Q Investments' request. The Indenture Trustee pointed out that the Equity Committee Request raises several important issues that it will similarly raise at the confirmation hearing on the Debtors' Plan. In response, the Debtors asked Judge Peck to deny the Request saying it is unnecessary, unjustified and untimely. The Debtors argued that (i) an equity committee is necessary only where equity holders establish there is a substantial likelihood the holders will receive a meaningful distribution, (ii) the request did not cite a single case, where an official committee of equity security holders was appointed after a disclosure statement had been approved, much less after plan voting had closed, and (iii) the request was untimely, and that Q Investments did not object to the Debtors' disclosure statement despite its ownership of the CCI Notes, a significant portion of which was purchased postpetition. The Official Committee of Unsecured Creditors and the Ad Hoc Committee of Holders of CCH I Notes and CCH II Notes also separately filed objections to the Request to appoint. They noted that the sought appointment at this stage of the bankruptcy cases could result in a delay of the proceedings, including the timetable for confirmation of the Prearranged Plan, and would result in unnecessary expense to the bankruptcy estates, to the detriment of unsecured creditors. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMM: U.S. Trustee Says Reorganization Plan Unconfirmable ----------------------------------------------------------------- Diana Adams, the United States Trustee for Region 2, objects to the confirmation of Charter Communications Inc. and its affiliates' Chapter 11 Plan of Reorganization asserting that it contains improper non-debtor releases that render the Plan unconfirmable. Ms. Adams explains that the Plan provides for the release of certain non-debtors from causes of action brought by, among others, the Debtors' equity holders. The Debtors' contend that the releases are justified because they are part of a settlement, which constitutes an integral part of the Plan. According to Ms. Adams, the proposed Releases have not met the standards of as set forth in Deutsche Bank AG v. Metromedia Fiber Network, Inc. (In re Metromedia Fiber Network, Inc.), 416 F, 3d 136, 141. She notes that: -- certain of the non-debtors, who are proposed releasees, are not contributing funds into the bankruptcy estates; -- equity holders are not consenting to the Releases; -- equity holders are not receiving any distribution under the Plan; and -- the proposed non-debtor release provisions cover illegal activities, including violations of federal and state securities laws. "[T]he proposed non-debtor releasees appear to be acting in their own self-interest and seek to use those actions to justify enjoining equity holders, whose rights are extinguished under the Plan," Ms. Adams tells Judge Peck. Hence, she asserts, the non- debtor release provisions are not justified and, therefore, at least as applied to equity holders, should not be approved. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter Communications filed its annual report on Form 10-K, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). Pacific Microwave filed for bankruptcy protection on April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Assets out of Bank. With No Liability for Defects --------------------------------------------------------------- Fiat S.p.A. and the U.S. government took assets of Chrysler LLC out of bankruptcy without liability for product defect claims involving vehicles sold by the pre-bankruptcy company, Law firm Lane & Lane, LLC, said. Chrysler's merger with Italian automaker Fiat is now official, and consumers injured or families of those who are killed in a defective pre-bankruptcy Chrysler will have no legal recourse. Chrysler can be held liable for injuries or deaths caused by defective vehicles purchased after the bankruptcy. If the defect causing the injury was a component manufactured by a company other than Chrysler, actions may still be brought against those other companies whose products may have caused accidents. Consumers can't sue Chrysler for defective vehicles sold before the bankruptcy, but they still have the legal protections of "lemon laws." Lemon laws differ from state to state, but in general they protect consumers who purchase vehicles that have repeated, costly mechanical problems. To be covered by the Illinois lemon law, the vehicle must have a problem that substantially affects its use, market value or safety. A dealer must have tried and failed to fix the problem at least four times and the vehicle must be out of service for a total of 30 business days or more. Used cars aren't covered by the Illinois lemon law. If the new vehicle -- purchased or leased -- meets all of those standards, the owner might be eligible to get a vehicle exchange or refund of the purchase price from the dealer. The Attorney General of Illinois urges all owners of new or leased vehicles to keep all receipts and records pertaining to vehicle repairs. 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. Attorneys Kramer Levin Naftalis & Frankel LLP, in New York, represent the official committee of unsecured creditors appointed in the case. 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) CLAIRE'S STORES: Bank Debt Trades at 44% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores is a borrower traded in the secondary market at 55.63 cents-on-the- dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.75 percentage points from the previous week, The Journal relates. The loan matures May 29, 2014. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and Standard & Poor's B- rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Claire's Stores, Inc., -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores has two store concepts: Claire's(R) and Icing(R). Icing operates only in North America; Claire's operates worldwide. As of January 31, 2009, Claire's Stores, Inc. operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. At May 2, 2009, Claire's Stores has $2,877,264,000 in assets, $212,884,000 in current liabilities and $2,743,540,000 in long- term liabilities (for $2,956,424,000 in total liabilities). CLEAR CHANNEL: Bank Debt Trades at 41% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 59.00 cents-on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.58 percentage points from the previous week, The Journal relates. The loan matures Jan. 30, 2016. The Company pays 365 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and Standard & Poor's CCC rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. Clear Channel Communications, Inc.'s balance sheet at March 31, 2009, showed total assets of $22.0 billion and total liabilities of $25.4 billion, resulting in a members' deficit of $3.3 billion. CLOSED FIRST: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Closed First, Inc. 5100 N. Dixie Hwy, Suite 200 Oakland Park, FL 33334 Bankruptcy Case No.: 09-23608 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: David Marshall Brown, Esq. 33 NE 2, St # 208 Ft. Lauderdale, FL 33301 Tel: (954) 765-3166 Email: dmbrownpa@bellsouth.net Estimated Assets: $0 to $50,000 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 Stephen Lalonde, president of the Company. COACHELLA VALLEY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Coachella Valley Desert Communities Inc 23195 La Cadena Ste 101 Laguna Hills, CA 92653 Bankruptcy Case No.: 09-16613 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Timothy L. McCandless, Esq. 15647 Village Dr Victorville, CA 92392 Tel: (760) 298-2057 Fax: (909) 382-9956 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 Richard Adams, CEO of the Company. CONTECH LLC: Asks Court to Convert Case to Chapter 7 ---------------------------------------------------- Contech U.S., LLC, MAG Contech, LLC and Contech, LLC ask the U.S. Bankruptcy Court for the Eastern District of Michigan to convert their Chapter 11 cases to liquidation proceedings under Chapter 7 of the Bankruptcy Code. Contech has sold substantially all of the assets of its castings group unit to Revstone Industries, and steel products group unit to another party. It also has sold the shares of non-debtor affiliate Contech U.K. to Hicorp 46 Limited. The Debtors also noted their DIP facility matures July 10, 2009. The Debtors said the lenders are not willing to extend the maturity date of the facility, and thus would have no means to fund their Chapter 11 case following maturity. The DIP loan was originally set to mature April 30, 2009, but was extended twice. The Debtors excluded a facility located in Albemarle, North Carolina, from the sale of the Steel Products Group, but has sold the facility pursuant to a separate court order. The final sale closed on June 30, 2009. Headquartered in Portage, Michigan, Contech LLC -- http://www.contech-global.com/-- sold and supplied light-weight cast component for automotive OEM's and Tier I suppliers. The Company also manufactured 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. CORRECT BUILDING: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ MaineBusiness.com reports that Correct Building Products, LLC, has filed for Chapter 11 bankruptcy protection. MaineBusiness.com relates that the bankruptcy filing will effectuate an agreement that Correct Building entered into, to sell its assets to a subsidiary of Building Materials Corporation of America. MaineBusiness.com quoted Correct Building's co-founder Martin Grohman as saying, "Today we're announcing the beginning of the next phase for Correct Building Products and a great solution for all of our customers, suppliers and employees. By combining the marketing power of BMCA and the quality of the CorrectDeck CX product, it will mean greater availability for the product and a better solution for the industry. With this alliance, we hope to bring growth in employment and manufacturing expenditures to the State of Maine." Significant creditors, clients, and employees support the proposed sale, MainBusiness.com relates. Correct Building Products, LLC -- http://www.correctbp.com/-- the 10-year old composite decking company with a rich history of innovation in product quality and technical expertise, announced today that it has entered into an agreement to sell substantially all of its assets to a subsidiary of Building Materials Corporation of America. CORRECT BUILDING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Correct Building Products, LLC 8 Morin Street Biddeford, ME 04005 Bankruptcy Case No.: 09-21024 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Maine (Portland) Debtor's Counsel: Gayle H. Allen, Esq. Verrill Dana, LLP One Portland Square Portland, ME 04112-0586 Tel: (207) 774-4000 Fax: (207)774-7499 Email: gallen@verrilldana.com Roger A. Clement, Esq. Verrill Dana, LLP One Portland Square Portland, ME 04112-0586 Tel: (207) 774-4000 Fax: (207)774-7499 Estimated Assets: $1,000,001 to $10,000,000 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/meb09-21024.pdf The petition was signed by Peter Anania, president of the Company. COYOTES HOCKEY: City Officials Challenge Wayne Gretzky's Claim -------------------------------------------------------------- Court documents say that the City of Glendale has challenged the claim of Phoenix Coyotes' coach and part-owner, Wayne Gretzky, that the Company owes him some $9.3 million. Mr. Gretzky is listed as one of the Phoenix Coyotes' largest creditors, owed about $9.3 million directly and another $428,000 for his pension plan, Paul Waldie at The Globe and Mail reports relates. According to court documents, Glendale alleged that Mr. Gretzky, along with Coyotes majority owner Jerry Moyes, isn't a creditor, saying that "the claims of Wayne Gretzky, the alleged second largest unsecured creditor . . . are subject to material defenses and set-offs and may be subject to certain restrictions or limitations under the Bankruptcy Code." In return for their investments, Messrs. Moyes and Gretzky received ownership stakes and possibly dividends and other distributions, The Globe and Mail reports, citing Glendale. Court documents show that Mr. Gretzky was entitled to receive a 14% cut of profits earned by the club, although it's not clear he received any payments. The Globe and Mail states that Mr. Gretzky was also paid $8 million a year to coach the team and received a 1% share of the club's revenue. The Globe and Mail says that the Glendale wants Mr. Gretzky, who has avoided taking sides in the dispute, to testify about club's operations and financial state in challenge to Coyotes majority owner Mr. Moyes' bankruptcy protection. Mr. Moyes' statements have been "inconsistent and generally unsubstantiated," The Globe and Mail relates, citing Glendale. According to the report, Glendale said that Mr. Moyes cited different figures, claiming in one filing that he invested more than $380 million and in another that his current investment is $240 million. Glendale asked the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona to force Mr. Gretzky, Mr. Moyes, and six others to submit to examinations under oath, court documents say. 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. 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. CROWN COURT: Chapter 11 Bankruptcy Blocks Auction of 2 Condo Units ------------------------------------------------------------------ Josh Flory at Knoxville News Sentinel reports that Crown Court Partnership's Chapter 11 bankruptcy protection blocked a June 24 auction of Units 201 and 205 of the condo project. Crown Court expects the units to be sold and "all debts to be paid," Knoxville News relates, citing Lynn Tarpy, the Debtor's lawyer. Knoxville, Tennessee-based Crown Court Partnership is the developer of the Crown Court condos at 535 Locust Street. The Company filed for Chapter 11 bankruptcy protection on June 24, 2009 (Bankr. E.D. Tenn. Case No. 09-33428). Thomas Lynn Tarpy, Esq., at Hagood, Tarpy & Cox PLLC assists the Company in its restructuring efforts. The Company listed $1 million to $10 million in assets and $1 million to $10 million in debts. DANAOS CORP: Lenders Waiver Loan Covenants Until January 2010 ------------------------------------------------------------- Danaos Corporation has reached agreement with Aegean Baltic Bank acting as agent to its $700 million revolving credit facility with HSH Nordbank, Piraeus Bank and Aegean Baltic, its $60 million credit facility with HSH Nordbank and Dresdner Bank and its $148 million performance guarantee with HSH Nordbank on waiver terms with respect to these facilities. With this agreement, together with agreements reached earlier this year relating to certain of its other credit facilities, the Company has now obtained waivers through January 31, 2010, covering all prior breaches of financial covenants in its credit facilities as well as any subsequent breaches of these covenants. Upon execution of agreements with respect to the waiver terms agreed with the abovementioned banks, the Company intends to complete and file its Annual Report on Form 20-F with the U.S. Securities and Exchange Commission, which will contain additional details on the credit facility waivers and amendments. "We are happy to announce this agreement on all waiver terms for our outstanding credit facilities," said Dr. Coustas, Chief Executive Officer of Danaos. "All the agreements we have reached with our banks are testament to the support and trust Danaos management and business model has enjoyed from its lenders for a long time. With a fleet of 41 vessels chartered at fixed rates for an average of about 8 years ahead, we are now focusing on completing our new-building program of 28 pre-chartered vessels scheduled for delivery gradually through 2012." About Danaos Corporation Based in Athens, Greece, Danaos Corporation -- http://www.danaos.com/-- is an international owner of containerships, chartering its vessels to many of the world's largest liner companies. The company's current fleet of 41 containerships aggregating 165,933 TEUs ranks Danaos among the largest containership charter owners in the world based on total TEU capacity. Danaos is the largest US listed containership company based on fleet size. Furthermore, the company has a contracted fleet of 28 additional containerships aggregating 217,950 TEU with scheduled deliveries up to 2012. The company's shares trade on the New York Stock Exchange under the symbol "DAC." DAVIN INVESTMENTS: Has $100,000 Bid for Sarah St. Property ---------------------------------------------------------- Davin Investments, Inc., intends to sell real property located at 2009 Sarah Street, in Pittsburgh, Pa., which is further identified as Lot and Block No. 12-K-98 in Allegheny County's land records. The Debtor has received an offer of $100,000 for the property, and will ask the Bankruptcy Court to approve of a sale transaction to the purchaser, Brian Young, at 1:30 p.m. on July 21, 2009. The Court may entertain better and higher offers at the hearing, the successful bidder must have $5,000 in hand money in certified funds at the time of sale. The real property is being sold "AS IS, WHERE IS" free and clear of all mortgages, liens and encumbrances. Objections to the sale, if any, must be in writing and must be filed on or before July 14, 2009. Additional information regarding the terms and conditions of the sale or to examine the property should be directed to Davin's legal counsel: Andrew M. Gross, Esq, 210 Grant Street, Suite 401 Pittsburgh, PA 15219 Telephone (412) 553-0140 Davin Investments, Inc., sought chapter 11 protection (Bankr. W.D. Pa. Case No. 08-27990) on November 28, 2008. In its voluntary petition -- see http://bankrupt.com/misc/pawb08-27990.pdf-- Davin estimated its debts and assets are between $500,000 and $1,000,000, and estimated funds will be available for distribution to unsecured creditors. Pittsburgh press reports indicate that Davin N. Gartley, the owner of Davin Investments, is in default to the bank for some $2.4 million in real estate loans. Mr. Gartley is also a principal of R.A.E.D. Investments, Inc., which sought protection under Chapter 11 (Bankr. W.D. Pa. Case No. 09-20016) on January 2, 2009, estimating its debts and assets at $1 million to $10 million. DELPHI CORP: Bankruptcy Court Allows Credit Bids for Assets ----------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York supplemented the Modifications Procedures Order dated June 16, 2009, to clarify certain matters affecting the treatment of JPMorgan Chase Bank, N.A., as administrative agent of Delphi Corporation's $4.35 bil. DIP Credit Facility. The Amended Modifications Procedures Order was entered on June 29, 2009. Judge Drain's June 16 order incorporated procedures governing the proposed sale of the Debtors' assets to the extent that a Potential Bidder desires to submit to the Debtors a proposed alternative transaction for consideration in addition to the Master Disposition Agreement of the Debtors with Parnassus Holdings II, LLC, and GM Components Holdings LLC. Accordingly, the Amended Modifications Procedures Order provides: A. To the extent any DIP Lender directly or indirectly delivers Required Alternative Transaction Documents with respect to an Alternative Transaction that is not a pure credit bid, the DIP Lender will be deemed to have consented to the transactions contemplated by the Bidding Procedures and approved by the Court under the DIP Credit Agreement and applicable law. B. A Pure Credit Bid is an offer to purchase all or any portion of the assets of the Debtors, in which the only consideration that the Debtors and the Court are asked to evaluate in connection with the bid consists of the offset of claims under the DIP Credit Agreement against the purchase price of the Debtors' assets. C. A Pure Credit Bid will be governed by these procedures in lieu of the Bidding Procedures: (1) Any party wishing to have a Pure Credit Bid considered at the Auction will submit to the Debtors and their counsel, no later than July 16, 2009, letters detailing (i) the legal and factual bases supporting that the Pure Credit Bid is authorized by the Loan Documents under the DIP Credit Agreement and applicable law, and (ii) the means by which any cure payments and adequate assurance of future performance with respect to any executory contracts or unexpired leases to be included in that Pure Credit Bid will be provided. The Debtors will provide a copy of the Pure Credit Bid Support Letter to all Qualified Bidders participating in the Auction on July 17, 2009. (2) JPMorgan will be informed by the Debtors as to whether or not any proposed alternative transactions constitute Qualified Alternative Transactions no later than July 13, 2009. The Debtors will provide to JPMorgan copies of all Qualified Alternative Transaction Documents no later than July 14, 2009. (3) If the Debtors do not receive any Qualified Alternative Transactions in addition to the Master Disposition Agreement, but they receive one or more Pure Credit Bid Support Letters on July 16, 2009, the Debtors will conduct an Auction with respect to the transaction contemplated by the Master Disposition Agreement and any Pure Credit Bid. (4) JPMorgan and (i) any members of the unofficial steering committee of DIP Lenders, (ii) in the sole discretion of JPMorgan, up to three additional DIP Lenders that are not members of the DIP Steering Committee, so long as each DIP Lender will have executed a confidentiality agreements, and, (iii) in the sole discretion of the Debtors, any additional DIP Lenders, will have the right to be present at the Auction. The Participating Lenders are expected to be available at the Auction to consult with the Debtors, the Official Committee of Unsecured Creditors, the bidders and other parties-in- interest on whether or not the DIP Lenders would support a transaction contemplated by any the bid. During the Auction, JPMorgan will have access to the same information that is made available to all other Qualified Bidders pursuant to the Bidding Procedures Procedures, including information with respect to all Qualified Bids and Subsequent Bids made at the Auction. (5) The Debtors will make an announcement on the record at the Auction when all Qualified Bidders have submitted their best and final bids and a lead bid or bids have been identified. The Debtors will also identify the lead bid or bids and, to the extent it is not apparent from the terms of the lead bid or bids, the Debtors will state their intention with respect to the treatment of the DIP Loans and other obligations secured by the Collateral securing the DIP Loans in connection with the lead bid or bids. (6) Within one hour after the Debtors' announcement, or at 10:00 a.m. on July 17, 2009, if the Debtors have not received any Qualified Alternative Transactions other than the Master Disposition Agreement, JPMorgan will state on the record whether a Pure Credit Bid will be made. If no Pure Credit Bid is made by July 17, 2009, the Debtors will select the successful bid pursuant to the Bidding Procedures. Any Pure Credit Bid should be made by July 17, 2009, and any the Pure Credit Bid will specify its material terms and conditions, including: -- the Collateral to be purchased in connection with the Pure Credit Bid, -- the purchase price to be offset against claims under the DIP Credit Agreement as consideration for the Collateral, -- the material executory contracts or unexpired leases to be assumed and assigned to the acquiring entity in connection with the Pure Credit Bid, and -- the means by which any cure payments and adequate assurance of future performance with respect to any executory contracts or unexpired leases will be provided. All Qualified Bidders may continue to submit Subsequent Bids, and any party timely submitting an initial Pure Credit Bid may submit a subsequent Pure Credit Bids, until the conclusion of the Auction. Any Pure Credit Bid may be withdrawn by the submitting party in favor of a competing Alternative Transaction. After the placement of any Pure Credit Bid and any subsequent bids by Qualified Bidders, and any subsequent Pure Credit Bids, the Debtors will select the successful bid pursuant to the Bidding Procedures. (7) The making of any Pure Credit Bid will not result in the waiver of or prejudice the right, if any, of JPMorgan or the DIP Lenders to withhold consent to transactions to 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, or any objection or other right or remedy of JPMorgan or the DIP Lenders. (8) A Pure Credit Bid may contain any terms and conditions deemed appropriate by JPMorgan, and the terms and conditions of the Pure Credit Bid will not be required to conform with respect to the terms of the GM- Platinum Transaction or any Alternative Transaction. D. Any Qualified Bidder proposing an Alternative Transaction that includes a credit bid that is not a Pure Credit Bid will include as part of the Qualified Alternative Transaction Documents letters setting forth the legal and factual bases supporting the submission of a mixed or enhanced credit bid by the party is authorized by the Loan Documents and applicable law. The Debtors, JPMorgan, the DIP Lenders and all parties-in- interest reserve all rights with respect to credit bids and other remedies, including whether or not they are authorized under the Loan Documents and applicable law. Objections to the Auction or the Successful Alternative Transaction are due no later than July 20, 2009. Judge Drain's June 29, 2009 Amended Order also applies to a Stipulated Protective Order entered among the Debtors, JPMorgan and the DIP Lenders on June 9, 2009. Pursuant to the Amended Order, confidential information will be used by JPMorgan, or by receiving DIP Lender, to evaluate the consideration to be provided to JPMorgan and the DIP lenders pursuant to the transactions contemplated in the Master Disposition Agreement. However, the information will not provided to third parties other than JPMorgan and the DIP Lenders and will not be used in connection with or in formulating any Competing Transaction or alternative transactions. DIP Lenders & Retirees Further Object to Modified Plan, Master Disposition Agreement Certain Lenders under the Debtors' DIP Credit Agreement, including Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Monarch Master Funding Ltd.; Greywolf Capital Partners II, LP; Greywolf Capital Overseas Master Fund; GCOF SPV I; GCP II SPV I; Greywolf Structured Products Master Fund, Ltd; Greywolf CLO I, Ltd.; and SPCP Group, LLC, insist that the Confirmed First Amended Joint Plan of Reorganization, modified on June 1, 2009, cannot be confirmed because it is premised on a deeply flawed and fundamentally unfair series of transactions that purport to strip away the superpriority liens of secured postpetition DIP lenders and divert the collateral securing those liens without their consent and over their objections. Similarly, the DIP Lenders argue, the Master Disposition Agreement cannot be approved even if reconfigured as a stand- alone sale under Section 363 of the Bankruptcy Code. The DIP Lenders contend that by agreeing to the Master Disposition Agreement, which is a "secretly negotiated transaction," the Debtors abdicated their fiduciary and contractual obligations to maximize the value of the DIP Lenders' Collateral. Neither the Modified Plan nor the 363 Sale will get the support required under the DIP Credit Agreement and thus, neither is incapable of being confirmed or implemented, the DIP Lenders maintain. The DIP Lenders thus preliminarily object to the Modified Plan and the 363 Sale to create a contested matter. They aver that they intend to conduct discovery of the Debtors and other parties-in-interest to the Modified Plan and 363 Sale. In separate letters, 257 retirees object to the Modified Plan and Master Disposition Agreement for the period from June 12 to 30, 2009. The Retirees reiterate their stand against Pension Benefit Guaranty Corporation's possible takeover of their pension plans under the PBGC Settlement of the Modified Plan as well as the severance payments under the Master Disposition Agreement Moreover, the Delphi Salaried Retirees Association has the support of U.S. Representative Christopher Lee for the 26th Congressional District of New York, and certain U.S. representatives, who have written to Timothy F. Geithner, secretary of the U.S. Department of the Treasury, asking him to stop the transfer of the retirees' pension plan to the PBGC. A copy of Mr. Lee's Letter posted in the DSRA web site is available for free at http://ResearchArchives.com/t/s?3e72 Mr. Lee previously objected to the Debtors' Modified Plan due to the PBGC Settlement. Delphi CEO: Delphi Will Be Profitable After Platinum Equity Transaction Delphi Chief Executive Officer Rodney O'Neal has told Delphi employees that the company may return to profitability once the contemplated sale to Platinum Equity is consummated, an undisclosed source told The New York Post. Mr. O'Neal has also revealed to executives of Delphi that the company is bidding for "more than $13 billion in new business later [in the] year," the article relates. The New York Post, citing another undisclosed source, states that other companies have come up and may bid for Delphi's assets before July 10, 2009. As previously reported, Elliott Associates was expected to lead the credit bid of certain of Delphi's DIP Lenders while Carl Icahn was reconsidering its rebid on Delphi. 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 Denies Platinum's $30 Million Expense Fee ------------------------------------------------------------ Delphi Corp. and its affiliates asked the U.S. Bankruptcy Court for the Southern District of New York for authority to reimburse Platinum Equity Advisors, LLC, up to $30 million for expenses and costs incurred in connection with Platinum Equity's comprehensive investigation of Delphi Corp., which culminated in Platinum Equity's execution of the Master Disposition Agreement. John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, related that the Master Disposition Agreement is premised on a private sale transaction among Parnassus Holdings II, LLC, an affiliate of Platinum Equity, and GM Components Holdings, LLC, an affiliate of General Motors Corporation. He notes that Parnassus and GM Components have a limited liability to terminate the agreement and that the Debtors may only consider unsolicited alternative transactions in accordance with the Debtors' board of directors' fiduciary duties. As previously reported, the Modification Procedures Order entered on June 16, 2009, which incorporated bidding procedures for the Debtors' sale of assets in lieu of the Master Disposition Agreement, requires that potential bidders make proposals based upon the transaction in the Master Disposition Agreement. Mr. Butler pointed out that since 2006, Platinum Equity has been engaged in pursuing investment opportunities in the Debtors, including a transaction that would provide for a comprehensive resolution of the Debtors' Chapter 11 cases. He notes that Platinum Equity has spent significant time analyzing all aspects of the Debtors' business from a global, divisional, product business unit, and product line perspective. Platinum Equity has also studied the Debtors' revenue and capital plans, their programs, commodity exposure, currency exposure, manufacturing footprint, IT systems, allocation methodology, engineering resources, and SG&A resources. Platinum Equity held meetings with the Debtors' management and employees to discuss various aspects of the Debtors' business. In this regard, Platinum Equity has prepared a strategic operating plan for the Debtors going forward, which plan is not premised on revenues returning to their pre-2008 levels, but contemplates a significant amount of restructuring and cost reduction initiatives within Delphi, Mr. Butler asserts. Mr. Butler also pointeds out that Platinum Equity has worked diligently to obtain the support of the Debtors' constituents, including their unions, GM and other parties-in-interest. He notes that Platinum Equity has completed all of its due diligence, conducted world-wide site tours, held world-wide and domestic meetings with customers, and had discussions with third party service providers. In essence, Platinum Equity and its consultants have dedicated time to gain an understanding of Delphi's operations, the cash required to fund Delphi's negative operating cash position, Delphi's restructuring needs, and its working capital needs, Mr. Butler emphasizes. Moreover, Mr. Butler maintains, the Debtors' transaction with Platinum Equity, GM Components, and certain of their affiliates in the Master Disposition Agreement represents the path to a global resolution of the Debtors' Chapter 11 cases. He stresses that the Master Disposition Agreement has facilitated access to vital liquidity and the satisfaction of significant administrative and other liabilities, thus providing value to the Debtors' estates. Platinum Equity effectively has no "outs" in its transaction with the Debtors, and has assumed tremendous business risk because on and after June 1, 2009, there is no "Material Adverse Effect" condition to close, Mr. Butler stressed. Since January 2009 and March 2009, Mr. Butler noted, GM and the U.S. Department of Treasury have consistently stated that GM would not provide further emergence liquidity to the Debtors without a full and final global resolution to the Debtors' Chapter 11 cases. Until the execution of the Master Disposition Agreement, he emphasized, no other party was willing and able to serve in a role comparable to that of Platinum Equity. Accordingly, when Platinum Equity agreed to assemble a global solution for the Debtors, it satisfied GM's requirement for interim funding to Delphi, thus enabling the $250 million of interim financing from GM, Mr. Butler points out. In light of Platinum Equity's significant efforts, the Debtors propose that upon the closing of an Alternative Transaction pursuant to the Bidding Procedures, Platinum Equity would receive from the proceeds of the Alternative Transaction an Expense Reimbursement in an amount of up to $30 million for expenses and costs incurred in connection with Platinum Equity's comprehensive investigation of the Debtors. "The access to additional liquidity from GM in light of the global resolution that Platinum Equity's participation has facilitated represents value that Platinum Equity has brought to the Debtors' estates and for which it should be reimbursed, in the event an Alternative Transaction is consummated," Mr. Butler said. Platinum Equity Vice President Dan Krasner, Delphi Vice President and Chief Financial Officer John D. Sheehan, and Rothschild Inc. Managing Director William R. Shaw filed with the Court separate declarations in support of the Debtors' request. Rothschild is the Debtors' investment banker. Mr. Sheehan specifically noted that as of May 31, 2009, Platinum Equity incurred (i) $20 million in third-party expenses that are related to its overall due diligence and in connection with the Master Disposition Agreement; and (ii) $17 million of internal costs related to the Debtors. In a separate declaration, Kayalyn A. Marafioti, Esq., of Skadden, Arps, Slate, Meagher & Flom LLP reiterates that the Debtors' request for Platinum Equity's expense reimbursement is reasonable and appropriate because its efforts paved the way for the Debtors to emerge from Chapter 11. The Debtors seek approval of the Platinum Equity reimbursement request on an expedited basis because if granted, they expect other potential purchasers of their businesses to incorporate the Expense Reimbursement in proposed Alternative Transactions due July 10, 2009. Platinum Equity Fee is Excessive, Committee, et al., Assert In separate filings, the Official Committee of Unsecured Creditors, the DIP Lenders and JPMorgan Chase Bank, N.A., oppose the Debtors' request. The Creditors Committee insists that the transaction embodied in the Master Disposition Agreement provides no value to unsecured creditors in contrast to the potential extraordinary returns for Platinum Equity. "Now, to add insult to injury, the Debtors seek to protect Platinum Equity from the possibility that someone might actually want to provide value to their estates by paying it the expenses incurred over a three-year period, including expenses that were incurred in connection to a transaction that Platinum Equity ultimately abandoned," the Committee complains. While it is amenable to the concept of Platinum Equity receiving reimbursement of reasonable expenses, the Committee believes that the $30 million reimbursement is an "absurdly unreasonable amount." On behalf of the Committee, Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York, further points out that the Debtors' request does not specify how much value Platinum Equity is providing to the Debtors' estates. Based on the 3% maximum standard that courts typically apply to break-up fee requests, the Committee asserts that the Court should not approve any expense reimbursement for Platinum Equity exceeding $7.5 million. Accordingly, the Committee asked the Court to (i) deny the Debtors' request, or (ii) in the alternative, defer consideration of the Debtors' request until the proposed auction has ended and the Court has ruled on the propriety of the proposed transaction. Certain DIP Lender Parties also reacted to the Debtors' request. DIP Lenders Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Monarch Master Funding Ltd., GCOF SPV I, GCP II SPV I, Greywolf Structured Products Master Fund Ltd., Greywolf CLO I Ltd., and SPCP Group LLC argue that Platinum Equity neither requires nor deserves financial inducements because by entering into the Master Disposition Agreement, it obligated itself to the purchase substantially all of the Debtors' global businesses without bargaining for a break-up fee or an expense reimbursement provision. Moreover, an award of a $30 million disguised break- up fee will only chill the bidding. Black Diamond notes that if granted, the Debtors' request would require any credit bidder to include at least $30 million in cash in its bid for the expense reimbursement and no pure credit bid could satisfy that requirement, as a credit bid would include no cash. Black Diamond, et al., further argue that the $30 million expense reimbursement is excessive given that it is unclear (i) to what extent the Debtors seek to pay Platinum Equity's expenses; and (ii) if the Debtors seek to pay Platinum Equity for activities that go far beyond due diligence for, and negotiation of, the Master Disposition Agreement. DIP Lenders Kensington International Limited, Manchester Securities Corp. and Springfield Associates, LLC, or the "Manchester Entities" also join in the objection of Black Diamond, et al. The Manchester Entities argue that even if the $30 million is characterized as expenses reimbursement, that amount is unreasonable and unverifiable as no good business reason exists to reimburse Platinum Equity for three years' worth of diligence when only the period from mid-April to June 1st of 2009 could reasonably have been expected to result in a sale. The Manchester Entities further assert that the Debtors' request is premature as the appropriate time for the Court to consider a break-up fee or expense reimbursement of the stalking horse bidder is after the auction. For its part, JPMorgan, as administrative agent to the Debtors $4.35 bil. DIP Credit Facility, files a joinder to the DIP Lenders' Objections. On behalf of JPMorgan, Donald S. Bernstein, Esq., at Davis Polk & Wardwell LLP, in New York, stresses that the $30 million expense fee is not needed either to incentivize Platinum Equity to submit an initial bid or to incentivize it to maintain an existing bid. On the contrary, an Expense Reimbursement would materially deplete the Debtors' estates' assets and deter potential bidders, JPMorgan asserts. Mr. Bernstein further argues that: -- no Break-Up Fee should be allowed if a Pure Credit Bid is selected as the highest and best bid because there can be no assurance that $30 million in sale proceeds will exist from which the Break-Up Fee could be paid; -- the Debtors have not shown that the proposed Break-Up Fee is a fair and reasonable percentage of the proposed purchase price reasonably related to the risk, effort, and expenses of the prospective purchaser; and -- the Debtors' Expense Reimbursement request for Platinum Equity is a violation of the DIP Refinancing Order as the Debtors seek to pay Platinum Equity $30 million in full from the proceeds or any Alternative Transaction before the DIP Lenders are paid in full. The DIP Lenders do not consent to that payment. Judge Drain is set to consider the Debtors' reimbursement request for Platinum Equity on July 1, 2009. In defense, Platinum Equity spokesperson Mark Barnhill related in an e-mailed statement to Bloomberg News that the extent of Platinum Equity's work in the transaction embodied in the Master Disposition Agreement "has been fully documented and speaks for itself." Delphi Emphasizes Platinum Equity's Participation in its Reorganization Mr. Butler, the Debtors' counsel, notes that when presented with news of the U.S. Treasury Department's Auto Task Force's block of Amendment Nos. 4 and 5 to the GM-Delphi Liquidity Arrangement on April 6, 2009, the DIP Lenders -- instead of suggesting to lead or even pursue a transaction that would create a pathway for the Debtors to emerge from Chapter 11 -- told the Debtors that they were unwilling to provide any incremental interim financing or any emergence financing. According to Mr. Butler, the Debtors' senior management was even told by the DIP Lenders that their only alternative was to pursue a self-financed liquidation. The Debtors, however, chose a different path because a self-financed liquidation would have caused significant value erosion and would have led to materially decreased recoveries for many of the Debtors' stakeholders. One of the Debtors' actions to carry out that different path was to continue their ongoing discussions with Platinum Equity, which had demonstrated a consistent interest over three years in investing in the Debtors. When presented with the same facts as the DIP Lenders, Platinum Equity perceived an opportunity and asked the Debtors to make the Auto Task Force aware of their continued interest in a comprehensive transaction with Delphi, Mr. Butler points out. Mr. Butler says that GM, the Auto Task Force, Delphi, the DIP Lenders, the Creditors Committee, and certain other stakeholders participated in more than 20 hours of judicial mediation to settle the amount of the DIP Lenders' recoveries in the Debtors' Chapter 11 cases, among others. However, discussions with the DIP Lenders were unsuccessful and by the end of May 2009, the DIP Lenders would not fund the incremental interim liquidity required to bridge the Debtors' operations to a comprehensive resolution, provide the requisite amount of emergence capital, or agree to the level of stakeholder recoveries proposed to be funded by GM with the Auto Task Force's support. Subsequently, on June 1, 2009, the Debtors GM, and the Auto Task Force completed negotiations with Platinum Equity for entry into the Master Disposition Agreement and filed a supplement to the Plan Modification Motion. "Through the Master Disposition Agreement, the Debtors had in fact, achieved a different path deemed unobtainable by the DIP Lenders in early April 2009: a fully- diligenced transaction with the necessary amount of committed interim and emergence funding, and which provided for a comprehensive resolution of these Chapter 11 cases," Mr. Butler avers. Considering the result that the Debtors achieved under the present circumstances, the Objecting Parties' contention that the Debtors breached their fiduciary duties by entering into the Master Disposition Agreement is unfounded and incredible, Mr. Butler argues. He notes that the Court approved bidding procedures designed to provide transparency for the consideration of any Alternative Transactions to the Master Disposition Agreement and to those procedures effective, Platinum Equity agreed with GM that GM would be free to facilitate Alternative Transactions if they arose. Against this backdrop, Platinum Equity is subject to substantially increased risk that the Master Disposition Agreement, to which Platinum Equity is an indispensable party, could be cast aside in favor of an Alternative Transaction, Mr. Butler emphasizes. If that happens and all of the Debtors' stakeholders benefit further because of Platinum Equity's long-standing participation in the Debtors' Chapter 11 cases, it is only reasonable that Platinum Equity to be reimbursed for its actual internal and external costs and expenses, the Debtors insist. Moreover, Mr. Butler contends that Platinum Equity's extensive interest and active involvement in the Debtors for the past three years put Platinum Equity in a unique position to pursue the opportunity that has resulted in the Master Disposition Agreement. By hoping to use the Master Disposition Agreement as the platform to obtain an even higher or better Alternative Transaction, yet at the same time believing that Platinum Equity should get nothing if the Debtors are able to achieve a higher or better result manifests the inequity of the Objecting Parties' position, he points out. He also argues that the Objecting Parties' contention that the expense reimbursement will "chill" the development of Alternative Transaction is unfounded. He notes that the Objecting Parties' concern on Pure Credit Bids is entirely misplaced, as Pure Credit Bids will not trigger the expense reimbursement for Platinum Equity. On the Objecting Parties' requests that the Court defer ruling on the Motion to Reimburse until the end of the auction, Mr. Butler clarifies that the Debtors sought approval of the Motion to Reimburse so that interested bidders can take that factor into account when making their bids. "It is only sensible that the amount of that reimbursement be established now, prior to the time for the submission of any potentially competing bid, since the Modification Procedures Order requires that the expense reimbursement be paid from the proceeds of the Successful Bid," he argues. "To wait, as the Objectors suggest, would simply inject confusion into the process and undermine the orderly consideration of potentially competing proposals." A chart summarizing status of the objections to the Motion to Reimburse is available for free at: http://bankrupt.com/misc/Delphi_PlatinumFeeObjsSummary.pdf In light of the circumstances, the Debtors ask the Court to overrule the objections and grant their Motion to Reimburse Court Disapproves Platinum Expense Fee Judge Drain denies the Debtors' request for reimbursement expenses Platinum Equity incurred in conducting its own investigation that ultimately lead to the execution of the Master Disposition Agreement. Judge Drain says the $30 million expense reimbursement the Debtors sought "dramatically exceeds what is appropriate," Christopher Scinta of Bloomberg News reports. Judge Drain also holds that approval of the fee to Platinum Equity violates the DIP Order, the new source relates. Judge Drain will approve a lower expense reimbursement to Platinum Equity if Delphi (i) gets consent from the DIP Lenders, and (ii) shows that the expense reimbursement only covers expenses arising solely from the Master Disposition Agreement, according to Bloomberg. During the hearing held on July 1, 2009, John Butler Esq., of Skadden Arps, the Debtors' counsel, asserted that issues on Delphi's non-cooperating with other bidders are untrue, Bloomberg adds. Meanwhile, Platinum Equity spokesperson Mark Barnhill related to Bloomberg that his company's thrust is to come up with the highest and best offer and an "overbid protection is an important but secondary consideration." 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: Gets July Extension to DIP Accommodation Pact ---------------------------------------------------------- Delphi Corp. and its affiliates notify the U.S. Bankruptcy Court for the Southern District of New York that they entered into a "tenth amendment" to their DIP Accommodation Agreement with JPMorgan Chase Bank, N.A., and certain requisite lenders under a $4.35 billion DIP Credit Facility. The DIP Accommodation Tenth Amendment was executed on June 30, 2009. Pursuant to the DIP Accommodation Tenth Amendment: (a) A Repayment Obligation will be triggered on July 7, 2009, unless on or prior to July 6, 2009, a satisfactory term sheet notice has been received by the Debtors. (b) The Accommodation Period will terminate on July 8, 2009, in the event that the requisite DIP Lenders have not notified the Debtors that a term sheet setting forth the global resolution of matters relating to General Motors Corporation's contributions to the resolution of the Debtors' Chapter 11 cases is satisfactory on or before July 7, 2009. (c) The DIP Accommodation Tenth Amendment postpones until July 7, 2009, the date by which interest payments with Respect to the Tranche C Term Loan must be paid and must be applied ratably to repayments of principal amounts outstanding under the Tranche A Facility and Tranche B Term Loan. (d) The requisite DIP Lenders will have until August 10, 2009, to notify the Debtors that the Confirmed First Amended Joint Plan of Reorganization, as modified on June 1, 2009, is not satisfactory. In a regulatory filing with the Securities and Exchange Commission, Delphi Vice President and Chief Financial Officer John D. Sheehan, relates that as of July 1, 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 under the Amended and Restated DIP Credit Facility. A full-text copy of the DIP Accommodation Tenth Amendment dated June 30, 2009, is available for free at: http://ResearchArchives.com/t/s?3e89 Delphi earlier entered into eight and ninth amendments to its DIP Accommodation Pact, which extensions extended the milestones set by the DIP Lenders. 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: Limestone County Plant Shut Down June 26 ----------------------------------------------------- Delphi Corporation's plant in Limestone County, Alabama, officially shuts down operations on June 26, 2009, according to Waff48News.com The Plant's closing was originally set in March 2009, but was extended through June 30, 2009, for the winding down operations at the plant. Vaughn Goodwin of Local 2195 told Waff48News.com that 30 employees will remain at the Plant until October or November 2009 for the removal of the remaining plant equipment to remove the equipment. 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: Wilbur Ross & Elliot Mgt. May Submit Bids ------------------------------------------------------ Investor Wilbur Ross and hedge fund Elliott Management Corp. are eyeing the assets of Delphi Corp. and are presently looking into the possibility of making bids for Delphi, Craig Trudell and Alex Ortolani of Bloomberg News quote people familiar with the situation. WL Ross & Co. and Elliott are also checking out the overseas operations of Delphi, the news source relates. Bloomberg's source says five other entities are also considering making bids for the Delphi assets. Delphi's lenders, including Manchester Securities Corp., Kensington International Ltd. and Springfield Associates LLC previously said they are also considering making a joint credit bid, Bloomberg cites. The Lenders want to utilize the debt Delphi owes them in making the credit bid. Delphi has been previously ordered by the Court to open the bidding process of its assets to other potential bidders. 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) DELTEK INC: Moody's Assigns Corporate Family Rating to 'B1' ----------------------------------------------------------- Moody's Investors Service initiated ratings and assigned a corporate family rating of B1 and senior secured rating of B1 to Deltek, Inc. The ratings outlook is stable. The B1 corporate family rating reflects Deltek's leadership position providing specialized software to federal government contractors and architectural and engineering firms, strong cash generating capabilities and moderate leverage. Additionally, the ratings reflect the company's maturing debt profile, relatively modest size, and limited end market diversity. These ratings were assigned: -- Corporate family rating: B1 -- Probability of default rating: B2 -- $30 million senior secured revolving credit facility due Apr 2010: B1, LGD3 (34%) -- $179.6 million senior secured term loan due Apr 2011: B1, LGD3 (34%) -- Speculative grade liquidity rating: SGL-2 -- Outlook Stable The strength of Deltek's brand and market position combined with relatively conservative credit metrics implies ratings within the Ba rating category. However, upcoming debt maturities commencing in 2010 which reduce the company's financial flexibility, as well as ongoing declines in the company's A&E business, constrain the ratings. If the company were to successfully refinance its debt while demonstrating stabilization of its core businesses, the company's ratings could face upwards pressure. Headquartered in Herndon, Virginia, Deltek, Inc. (LTM revenues as of March 31, 2009, of $282 million) is a leading provider of enterprise software for project oriented businesses. DEX MEDIA: Bank Debt Trades at 23% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 76.36 cents-on- the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.68 percentage points from the previous week, The Journal relates. The loan matures Nov. 8, 2009. The Company pays 200 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt. Standard & Poor's has assigned a default rating on the bank debt. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Dex Media East LLC is a subsidiary of Dex Media East, Inc., and an indirect wholly owned subsidiary of Dex Media, which is a direct wholly owned subsidiary of R.H. Donnelley Corporation. Dex Media East is the exclusive publisher of the "official" yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International Inc., in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota -- the Dex East States. Together with its parent, RHD, Dex Media is one of the nation's largest Yellow Pages and online local commercial search companies, based on revenue. During 2006, Dex Media East's print and online solutions helped more than 200,000 national and local businesses in seven states reach consumers who were actively seeking to purchase products and services. During 2006, Dex Media East published and distributed more than 23 million print directories. Two of its largest markets are Albuquerque and Denver. * * * As reported by the Troubled Company Reporter on May 19, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on R.H. Donnelley Inc., Dex Media Inc., and Dex Media West LLC to 'D' from 'CC'. S&P lowered its issue-level ratings to 'D' from 'C' on these: -- R.H. Donnelley Inc.'s 11.75% senior notes due 2015; -- Dex Media Inc.'s 8% senior notes due 2013; and -- Dex Media Inc.'s 9% senior notes due 2013; S&P affirmed all of its other outstanding ratings on R.H. Donnelley-related entities, including the 'CC' corporate credit rating on Dex Media East LLC. The outlook on this rating is negative. E*TRADE FINANCIAL: Unveils Results of Debt Exchange Offer --------------------------------------------------------- E*TRADE FINANCIAL Corporation unveiled results of the Early Tender Period of its previously announced debt exchange offer to exchange more than $1 billion of newly-issued zero coupon Convertible Debentures due 2019 for all of its 8% Senior Notes due 2011 and a portion of its 12.5% Springing Lien Notes due 2017. Assuming the Exchange Offer is completed, the Debentures issued in exchange for any Notes tendered during the period that ended at midnight, New York City time, on July 1, 2009, will be Class A Debentures and have a conversion price of $1.0340 per share. In connection with the Exchange Offer, the Company also announced that during the Early Tender Period it obtained consents required to amend and waive certain provisions of the indentures governing the Notes. As of the Early Tender Period expiration, approximately $429,616,000 of 2011 Notes and approximately $1,407,178,248 of 2017 Notes had been validly tendered, including $230,245,000 of 2011 Notes and $1 billion of 2017 Notes tendered by affiliates of Citadel Investment Group L.L.C. The 2011 Notes tendered represent Citadel's total holdings and approximately 97 percent of non- Citadel holdings, and the 2017 Notes tendered represent the maximum of Citadel's commitment to participate in the Exchange Offer and approximately 99 percent of non-Citadel holdings. Because the aggregate principal amount of 2017 Notes tendered by holders other than Citadel exceeds $310,000,000, acceptance of the 2017 Notes tendered by such holders for exchange will be pro-rated as described in the Offering Memorandum related to the Exchange Offer dated June 22, 2009. In addition, the Company had obtained the Consents necessary to amend and waive certain provisions of the indentures governing the Notes and that, in connection therewith, the Company will pay aggregate consent fees of approximately $24,690 in the quarter ending September 30, 2009, to holders that delivered Consents without tendering the related Notes for exchange. Holders that tendered their Notes for exchange during the Early Tender Period were deemed to have delivered Consents with respect to such Notes and to have waived payment of any consent fee, provided the Exchange Offer is completed. However, if the Exchange Offer is not completed for any reason, the Company will pay additional consent fees, in the aggregate, of approximately $9,183,971 to holders that tendered their Notes for exchange during the Early Tender Period. The Company presently expects that on July 8, 2009: -- The Notes tendered for exchange that will be accepted if the Exchange Offer is completed will be released for trading under a temporary CUSIP number and also will represent the right to receive Class A Debentures and accrued but unpaid interest in cash through, but excluding, the settlement date of the Exchange Offer, provided the Exchange Offer is completed; -- 2017 Notes tendered for exchange that will not be accepted by reason of pro-ration will be released for trading under the CUSIP number applicable to such Notes immediately prior to their tender; and -- Holders of Notes that delivered Consents without tendering the related Notes for exchange will receive the Consent Fee as well as return of the Notes with respect to which such holders had delivered consent. The Exchange Offer remains open until midnight, New York City time, on the date of the Special Meeting of Shareholders the Company will call to approve the Exchange Offer, which the Company currently expects to occur in mid-August 2009. Assuming the Exchange Offer is completed, the Debentures issued in exchange for any Notes tendered after the Early Tender Period and before midnight, New York City time, on the Expiration Date will be Class B Debentures, which will have a conversion price of $1.5510 per share and be identical to the Class A Debentures in all other respects. However, because the maximum number of 2017 Notes subject to the Exchange Offer were tendered during the Early Tender Period, the Exchange Offer effectively remains open only with respect to the 2011 Notes not tendered during the Early Tender Period. About E*TRADE FINANCIAL The E*TRADE FINANCIAL family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * According to the Troubled Company Reporter on June 23, 2009, Standard & Poor's Ratings Services lowered its long-term counterparty credit rating on E*TRADE Financial Corp., as well as the senior debt ratings on the 8.0% notes due 2011 and the 12.5% springing lien notes due 2017, to 'CC' from 'CCC-'. At the same time, S&P affirmed the 'CCC-' senior debt rating on the 7.375% notes due 2013 and the 7.875% notes due 2015. S&P also affirmed the 'CCC+' counterparty credit and certificate of deposit ratings on E*TRADE Bank. S&P remove the ratings from CreditWatch- Negative, where they were placed May 21, 2009. The outlook is negative. As reported by the Troubled Company Reporter on May 18, 2009, Moody's Investors Service downgraded to Caa3 from B2 the ratings on the senior unsecured bonds of E*TRADE. Moody's also lowered to B3 from B2 E*TRADE's long-term issuer rating. All long-term ratings including those of E*TRADE's thrift subsidiary, E*TRADE Bank (BFSR at D-, Deposit Rating at Ba3), remain on review for possible downgrade, originally commenced on April 29, 2009. E*TRADE Bank's short-term rating remains Not-Prime. The downgrade of the bond ratings to Caa3 reflects the increased probability of material credit losses for E*TRADE's senior bondholders as a result of the company's stated strategy to employ debt-for-equity exchanges as the primary tool in reducing leverage and improving the company's precarious financial condition. E*TRADE said in a regulatory filing that it "anticipate[d] that the primary method for reducing [its] debt will involve debt-for- equity exchanges." EDISON MISSION: Fitch Puts 'BB-' Issuer Rating on Negative Watch ---------------------------------------------------------------- Fitch Ratings has placed the long-term Issuer Default Ratings and individual security ratings of Edison Mission Energy and Midwest Generation's on Rating Watch Negative, pending a detailed review of the companies' asset portfolio and recovery ratings: EME -- IDR 'BB-'; -- Senior unsecured debt 'BB-'; -- Short-term IDR 'B'. MWG -- IDR 'BB'; -- Secured credit agreement 'BBB-'; and -- Short-term IDR 'B'. Approximately $6.7 billion of debt is affected by the rating action. At the same time, Fitch has affirmed and withdrawn Mission Energy Holding Co.'s respective long- and short-term IDRs of 'BB-' and 'B' as it no longer has any outstanding debt and Fitch does not expect this company to issue debt in the foreseeable future. EME and MWG's Rating Watch Negative placement reflects the sharp decline in prices of power and natural gas caused by lower demand due to cyclical forces along with higher than expected natural gas supplies from non-traditional resources. The ratings also consider future investment requirements at EME and MWG to comply with environmental regulations and investment commitments at EME to expand its presence in national renewable markets. EME's consolidated debt leverage is high and interest coverage and debt ratios are weak relative to the rating category. At the end of the first quarter 2009, EME debt-to-EBITDA ratio was 5.9 times (x) and debt to total capital 70%. The EBITDA-to-interest ratio approximated 2.3x. While EME's 2008 earnings matched record results in 2007, profit is expected to weaken meaningfully in 2009 reflecting lower power price realization. Moreover, environmental challenges loom in the intermediate term as EME and MWG evaluate whether to install emission control technologies to comply with state and federal regulations in the near-to-intermediate term or close non- compliant facilities. In addition, EME's consolidated margin and cash flows are likely to be further challenged in the intermediate-to-long term by emerging green house gas regulations that could be enacted later this year or in 2010, impacting operating subsidiaries Midwest Generation, LLC and EME Homer City Generation L.P. Fitch notes restrictive covenants in EME's credit agreement require that it maintain a minimum interest coverage ratio of 1.20 or higher and that the calculated ratio was 1.59 for the trailing four quarters ended March 31 2009. While the margin is relatively thin, the recent closing of a $207 million wind financing is expected to enhance the coverage calculation over the next 12- months. The ratings also reflect the beneficial effect of debt restructuring and asset sales in recent years (2004/2005 and 2007), including lower fixed costs and greater financial flexibility. Fitch notes EME's focus on maximizing cash and liquidity and reducing/deferring wind investment without impeding long-term growth prospects. MWG's ratings consider the subsidiary's relatively low debt leverage and position within the EME corporate complex. In Fitch's view, inter-company loans and guarantees, create some linkage of the ratings of EME and MWG. EME and its subsidiary MWG are unregulated power companies and indirect subsidiaries of Edison International. EIX is also the corporate parent Southern California Edison Co., one of the largest investor-owned utilities in the U.S. ELAN CORPORATION: Moody's Reviews 'B3' Rating for Possible Lift --------------------------------------------------------------- Moody's Investors Service placed the ratings of Elan Corporation plc under review for possible upgrade. Ratings placed under review for possible upgrade include Elan's B3 Corporate Family Rating, the B2 Probability of Default Rating, and the B3 rating on Elan's senior unsecured bonds. The rating review reflects the announcement that Elan and Johnson & Johnson have entered a definitive agreement involving Elan's Alzheimer's Immunotherapy Program. Terms of the agreement include a $1 billion equity investment in Elan by J&J, and formation of a new company to be owned 50.1% by J&J and 49.9% by Elan. The new company will initially receive $500 million from J&J, and Elan will contribute its AIP Program. The transaction is subject to regulatory and other reviews and is expected to close in the second half of 2009. "The transaction is expected to have a very favorable impact on Elan's capital structure and liquidity profile, prompting the rating review for possible upgrade," stated Moody's Senior Vice President Michael Levesque. Moody's rating review will focus on Elan's uses of the equity proceeds, and the impact of the collaboration on Elan's earnings and cash flow over the next several years. The rating review will consider the progress of the Alzheimer's program and the sales trends of Tysabri-factors which will also influence Elan's cash flow in the coming years. "The magnitude of any rating upgrade may be constrained because Moody's expect that Elan may still generate limited cash flow relative to its debt, and because there remain many risks in the Alzheimer's clinical development program," continued Levesque. Ratings place under review for possible upgrade: Elan Corporation, plc -- B3 Corporate Family Rating -- B2 Probability of Default Rating Elan Finance plc -- B3 [LGD4, 65%] fixed rate senior notes of $850 million due 2011 (guaranteed by Elan Corporation, plc and subsidiaries) -- B3 [LGD4, 65%] floating rate senior notes of $300 million due 2011 (guaranteed by Elan Corporation, plc and subsidiaries) -- B3 [LGD4, 65%] fixed rate senior notes due 2013 (guaranteed by Elan Corporation, plc and subsidiaries) Moody's last rating action on Elan was a revision in the rating outlook to positive from stable on February 26, 2008. Elan Corporation, plc, is a specialty biopharmaceutical company headquartered in Dublin Ireland, with areas of expertise in neurological and autoimmune disease, and drug delivery technology. The company reported $759 million of total revenue in 2007. EXPRESS ENERGY: Failure to Make Payment Cues S&P's 'D' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Express Energy Services Operating L.P. to 'D' from 'CCC'. At the same time, S&P lowered the ratings on the senior secured debt to 'D' from 'CCC' and revised the recovery rating to '4', indicating expectations of average (30%-50%) recovery, from '3' (50% to 70% recovery). "The rating actions reflect Express' failure to make its principal and interest payments on June 30, 2009," said Standard & Poor's credit analyst Amy Eddy. There is no grace period related to the company's required principal repayment and only a three-day grace period related to the company's required interest payments. Express has not entered into a forbearance agreement with its lenders, but it is trying to restructure its senior secured credit facility outside of the protection of the bankruptcy code. The recovery rating change reflects concerns regarding the company's EBITDA and likely valuation given the severe downward pressure on revenue and profitability. It also takes into account the significant uncertainty about when the low activity and pricing pressures that are buffeting the North American oilfield services industry will abate. Express' businesses servicing the natural gas sector, which have traditionally represented the bulk of the company's operations, have been particularly affected by these pressures. S&P's previous recovery rating was based on an assumed EBITDA run rate of $45 million and a 5x multiple, which would have produced gross enterprise value of $225 million and an estimated recovery for the secured lenders in the mid-60% area. S&P notes that this enterprise value is substantially below the June 2008 acquisition price of about $625 million during robust industry conditions. However, S&P believes that EBITDA could continue to decline meaningfully in the current environment and that multiples may remain restrained given the prospects for lingering industry weakness. The new recovery rating of '4' is based on a recovery in the 30% to 50% range, which would require a gross valuation of $172 million to $98 million, based on an estimated total bank loan exposure of about $330 million, which includes an estimate for accrued interest and exposure to letters of credit and swap liabilities. S&P assumed a 5x multiple and a 5% reduction for restructuring expenses, which would imply an EBITDA run rate of $21 million to $35 million. S&P believes this is a reasonably conservative valuation estimate, notwithstanding the related uncertainties. S&P also notes that recoveries could be substantially higher than 30% to 50% if industry activity and pricing conditions improve sooner or more substantially than anticipated given the significant operating leverage in this sector. On the downside, it is also possible that the company could be forced to liquidate if its current liquidity (current cash balance is approximately $28 million) proves insufficient to restructure its business or if demand and pricing pressures become more severe. In this situation, S&P believes the recovery would be in the 10% to 30% range. This is consistent with S&P's previous analysis, notwithstanding some balance sheet contraction since that time. This analysis assumes that further contraction is somewhat limited as revenue and receivables declines abate. Further, S&P also assumes the cash balances are depleted by restructuring costs. Using net recovery rates for accounts receivable of 70%, inventory of 50%, and net property, plant, and equipment of 15% to 25%, the recovery would be in the mid-to-high teens. S&P believes this represents a reasonable floor to the secured debt recovery prospects. FAIRPOINT COMMUNICATIONS: Awards Stock Options to New CEO --------------------------------------------------------- FairPoint Communications, Inc., reports that David L. Hauser, its newly appointed chairman and chief executive officer, has been awarded options to purchase 1,600,000 shares of the Company's common stock and 523,810 restricted shares of the Company's common stock, pursuant to an employment agreement between Hauser and the Company. The stock options were granted at an exercise price of $0.95 and will vest in three annual installments, beginning on July 1, 2010. The restricted stock will vest on July 1, 2012. The vesting of the stock options and the restricted stock is contingent upon Mr. Hauser's continued employment with the Company. The number of shares subject to the stock options and the option exercise price of the stock options will be adjusted, and additional shares of restricted stock will be awarded, as necessary to preserve the value of the stock options and the restricted stock awarded on July 1, 2009, if, prior to December 31, 2010, the Company completes a restructuring of its indebtedness. Mr. Hauser will receive $1,750,000 in restricted stock on each of July 1, 2010, and July 1, 2011, using the average closing prices of the Company's common stock during the thirty calendar days immediately preceding each award date to determine the number of shares awarded (with both awards vesting on July 1, 2012), and will also receive performance units for performance periods beginning on July 1, 2009, and ending on December 31, 2010, and December 31, 2011, respectively. The performance units will be earned and paid in shares of the Company's common stock, based on the Company's performance during the performance periods, with a target amount of 200 percent of base salary and a maximum of 400 percent of base salary. The Employment Agreement provides for an annual base salary of $800,000. The Mainebiz News relates that Mr. Hauser said that he will take every step possible to avoid bankruptcy, although the decision will depend on the Company's debtors. As reported by the Troubled Company Reporter on June 25, 2009, FairPoint Communications commenced a private exchange offer for its outstanding 13-1/8% Senior Notes due 2018 (CUSIP No. 305560 AH7) held by qualified institutional buyers and accredited investors. The Exchange Offer is primarily designed to reduce FairPoint's cash interest expense for the second and third quarters of 2009 and to help FairPoint maintain compliance with the interest coverage ratio maintenance covenant contained in its senior secured credit facility for the measurement period ending June 30, 2009. Accordingly, the Company believes the consummation of the Exchange Offer is critical to its continued viability, while it works with its financial advisor to evaluate its current capital structure and to explore options with respect to a broader and more permanent restructuring of its current capital structure. According to Bangor Daily News, FairPoint and Maine's Public Advocate's Office sought to assure clients that phone and Internet services wouldn't be affected if the Company goes into bankruptcy protection. The report quoted FairPoint spokesperson Jeff Nevins as saying, "We want to make sure people understand that we have not filed for bankruptcy. But regardless of what our financial situation is, we will continue to serve our customers. For most customers, they won't really notice a difference." Headquartered in Charlotte, North Carolina, FairPoint Communications, Inc. -- http://www.fairpoint.com/-- owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television, and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP. * * * The Troubled Company Reporter said May 11, 2009, that Moody's Investors Service downgraded FairPoint Communications, Inc.'s corporate family rating to B3 from B1 and the probability of default rating to Caa3 from B1, and maintained the review for a possible further downgrade, reflecting the heightened risk of debt impairment within its capital structure. Fitch Ratings also downgraded these ratings assigned to FairPoint Communications, Inc., Issuer Default Rating to 'B-' from 'B+'; $551 million 13.125% senior unsecured notes due 2018 to 'B-/RR4' from 'B+/RR4'; $170 million senior secured revolving credit facility to 'BB-/RR1' from 'BB+/RR1'; $500 million senior secured term loan due 2014 to 'BB-/RR1' from 'BB+/RR1'; $1.13 billion senior secured term loan due 2015 to 'BB-/RR1' from 'BB+/RR1'; and $200 million senior secured delayed draw term loan due 2015 to 'BB-/RR1' from 'BB+/RR1'. In addition, Fitch has placed the company on Rating Watch Negative. FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on First Industrial Realty Trust Inc. and First Industrial L.P. to 'BB-' from 'BB'. At the same time, S&P affirmed its 'BB' rating on the company's senior unsecured notes and assigned them a '2' recovery rating, indicating S&P's expectations for a substantial recovery in the event of a payment default. In addition, S&P lowered its rating on the company's preferred stock to 'B-' from 'B'. Lastly, S&P removed all the ratings from CreditWatch with negative implications, where they were placed on March 6, 2009. The outlook is negative. The '2' recovery rating affects roughly $1.4 billion of rated senior unsecured notes, and is in keeping with S&P's practice of assigning recovery ratings to all debt with a speculative-grade rating. "Although First Industrial was able to meet its recent debt maturity through new secured financings, S&P lowered its corporate credit rating because S&P expects the company's liquidity will remain very limited and that bank and bond covenants will constrain its financial flexibility," said Standard & Poor's credit analyst George Skoufis. "While core debt coverage measures actually improved in the first quarter, S&P expects these measures to remain under pressure." The company has modest near-term capital needs following the note repayment, and its sizable industrial portfolio, which has good geographic and tenant diversity, remains largely unencumbered. S&P remains concerned that if cash flow for 2009 is below S&P's current expectations, the company could breach certain bank line covenants. Additionally, the company's credit facility is heavily drawn, and, in S&P's view, its overall liquidity will remain constrained barring successful efforts to deleverage the balance sheet. S&P would lower its ratings further if Standard & Poor's derived fixed-charge coverage measures for the company deteriorate and appear poised to breach S&P's 1.5x stress scenario limit. Although unlikely in the near term, S&P would consider revising the outlook to stable if liquidity improves, covenant pressures abate, and S&P's derived coverage measures stabilize. FLEETWOOD ENTERPRISES: Will Close Woodburn Manufacturing Facility ----------------------------------------------------------------- Portland Business Journal reports that Fleetwood Enterprises Inc. said that it will permanently close its Woodburn manufacturing facility by August 31, if a deal to sell its manufactured home assets can't be completed. As reported by the Troubled Company Reporter on July 3, 2009, Cavco Industries and Fleetwood Enterprises said that they signed an indication of interest in which Cavco and an investment partner, Third Avenue Trust Value Fund, offered to purchase certain of Fleetwood Enterprises' assets comprising its manufactured housing business. Business Journal relates that Steve Leedom, the Woodburn plant's director of operations, said that the financial resources of a new company could keep the manufactured homes division operating. "However, if we are unable to reach acceptable terms with potential buyers for the division, we will have to permanently close this facility sometime between today and August 31, 2009," the report quoted Mr. Leedom as saying. Fleetwood Enterprises said that it is in the process of filing with Bankruptcy Court a sales and bidding procedures motion that outlines the terms of the deal and proposed procedures for any competing bids. The report states that the motion would be heard on Tuesday. Founded in 1950, Fleetwood Enterprises, Inc., and its various subsidiaries produce, distribute, and service recreational vehicles and manufactured housing. Fleetwood continues to employ approximately 2,100 people in 14 plants located in 10 states. Fleetwood's products are primarily marketed through extensive dealer networks throughout the United States and Canada. The Company is headquartered in Riverside, Calif. 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 LAS: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services withdrew its ratings on Fontainebleau Las Vegas Holdings LLC, including the 'D' corporate credit rating, due to lack of adequate information to maintain surveillance. The company filed for Chapter 11 bankruptcy protection in June 2009. Ratings List Withdrawn Fontainebleau Las Vegas Holdings LLC Corporate Credit Rating NR D/--/-- Senior Secured NR D Recovery Rating NR 6 NR -- Not rated. FONTAINEBLEAU: Court Denies Official Committee of Contractors ------------------------------------------------------------- For reasons stated on the record, the U.S. Bankruptcy Court for the Southern District of Florida, to deny, without prejudice, the proposal for an appointment of an official committee of contractors. The Court found good cause to sustain objections to the proposal by certain parties. No further details were disclosed in papers filed in Court. Eight contractors holding claims against the Debtors asked the Court 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: Court OKs Payment of Critical Vendors' Claims ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida issued an interim order on June 26, 2009, authorizing Fontainebleau Las Vegas Holdings Inc. and its affiliates to pay and honor certain prepetition obligations to certain critical vendors. The Court directed the Debtors to pay part of the prepetition Critical Vendor Claims due to Quality Transportation Service, Aztech Inspection Services, Project Light, Veolia Energy, DWI Holding, and Tri-Power, solely to the extent provided for in this schedule, and upon the further terms and in the manner provided for in the Cash Collateral Order: June Vendor Week 2 Week 3 Week 4 ------ ---------------------------- Quality $200,000 Aztech Inspection Services 200,000 Project Light 100,000 Veolia Energy $22,070 $40,575 DWI Holding 100,000 TriPower ----------------------------- Total Critical Vendor Payments $22,070 $850,000 $40,575 The Debtors were directed to use best efforts to condition payment to any Approved Critical Vendor upon an agreement by the Approved Critical Vendor to provide reasonable and customary price, service, quality, and payment terms to the Debtors on a postpetition basis. All financial institutions maintaining bank accounts for the Debtors were authorized to receive, process, honor and pay all checks presented for payment and electronic payment requests relating to the payments authorized to be made to the Approved Critical Vendors under the Order. At final hearing held June 30, 2009, the Court further authorized the Debtors to pay prepetition Critical Vendor Claims due to Quality Transportation Service, Aztech Inspection Services, Paffenbarger & Walden, Energy & Environmental Solutions, Inc., RA Energie, Inc., and Microsoft Enterprises, solely to the extent provided for in a Vendor Payment Schedule, a copy of which is available for free at: http://bankrupt.com/misc/FB_CritVendorPaymentSched.pdf 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: Intends to File Schedules and Statements July 8 -------------------------------------------------------------- Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, and Fontainebleau Las Vegas Capital Corp., have been working diligently to collect and process the required information to accurately prepare their Schedules of Assets and Liabilities and Statements of Affairs, relates Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida. Due to the quantity of information to be compiled, reviewed, and processed, the Debtors ask Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida to extend until July 8, 2009, the time within which they may prepare and file the Schedules and Statements. Mr. Baena says the requested extension is not later than five business days prior to the meeting pursuant to Section 341 of the Bankruptcy Code, and will afford interested parties ample time to review the Schedules and Statements. Parties-in-interest, therefore, will not be prejudiced by the request, Mr. Baena says. Judge Cristol approved the Debtors' request. 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: Opposes Transfer of Chapter 11 Cases to Nevada ------------------------------------------------------------- Sixteen holders of mechanic's and materialsmen's liens in excess of $111,000,000 against the Debtors asked Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida to transfer Fontainebleau Las Vegas Holdings LLC's and its affiliates' Chapter 11 cases to the U.S. Bankruptcy Court for the Southern Division of the District of Nevada. As the Court's directive, the Debtors filed their objection saying that their Chapter 11 cases indisputably belong in Miami under Sections 1408 and 1412 of the Judiciary and Judicial Procedures Code. The Debtors assert that the 16 holders of mechanic's and materialsmen's liens have identified the wrong facts and applied the wrong law in their effort to transfer the Cases to Nevada. According to Scott L. Baena, Esq., Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, the Lienholders represent less than 5% of the more than $2 billion in claims in the Cases. Mr. Baena notes that while the Lienholders left the door open for others to support their request, no other creditor has joined to date. In fact, the Transfer Motion is not supported by the Debtors' Senior Term Loan lenders holding claims in excess of $1 billion, or by the Official Committee of Unsecured Creditors whose members, including two which are based in Nevada, hold claims of more than $700 million. The dollar value of claims in the Cases is held to a large extent by those who do not reside in or even near Nevada, he says. No prejudice exists to the Lienholders if the Court denies their Transfer Motion, Mr. Baena says. The Court has acknowledged that those holding first priority liens are least at risk of receiving substantial recoveries in the Chapter 11 cases. While the Debtors do not believe that mechanics' lien claimants would be unduly burdened by adjudicating their claims in the present forum, the issue of where mechanics' liens will be determined, if at all, is entirely premature, he says. Importantly, the Court need not transfer the Cases to preserve the Lienholders' ability to later argue that any adversary proceedings in respect of their claims be transferred to Nevada. Indeed, the Debtors might themselves suggest the transfer if and when it becomes necessary to determine the validity, priority and extent of any mechanics' liens, but that need not be decided now. Moreover, Mr. Baena adds, given that the Cases are less than a month old, and that the Debtors have focused almost exclusively on obtaining debt and equity financing to stabilize and complete the "Tier A" casino hotel resort, the Debtors have not had the opportunity to fully develop a proposal for adjudicating mechanics' lien claims, including whether the Debtors wish to adjudicate those claims in the United States Bankruptcy Court for the Southern District of Florida, in Nevada or a combination of venues. The Debtors are contemplating, however, a two-tiered process that would be fair to both mechanics' lien claimants and the Debtors, he says. The Official Committee of Unsecured Creditors joins in the Debtors' objection to the Transfer Motion. 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: Sues BofA, et al., for Resort Financing Breach ------------------------------------------------------------- Fontainebleau Las Vegas, LLC, one of the three Debtors in the Chapter 11 cases, sued a group of banks led by Bank of America, N.A., as administrative agent, on June 9, 2009, for alleged breach under their financing commitment to fund the Debtor's multi-billion-dollar casino-resort development in Las Vegas, Nevada. The Debtor complained that BofA, along with Merrill Lynch Capital Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Deutsche Bank Trust Company Americas, The Royal Bank of Scotland PLC, Sumitomo Mitsui Banking Corporation New York, Bank of Scotland, HSH Nordbank AG, New York Branch, and MB Financial Bank, N.A., have "unjustifiably" failed and refused to provide the $770,000,000 in revolver financing under certain credit agreements aggregating $1.85 billion for the casino-resort development. The Debtor also alleged that Deutsche Bank encouraged other revolver lenders to breach their obligations under the credit agreement. Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, relates that Deutsche Bank is an affiliate of the owner and developer of Cosmopolitan Resort and Casino, another Las Vegas strip resort-casino construction project. He says the Debtor's project, when completed, will be a strong competitor with Cosmopolitan, and Deutsche Bank's more than one billion ownership stake in Cosmopolitan far exceeds its commitment to the Debtor. Accordingly, the Debtor asked the Bankruptcy Court to: (1) enjoin performance by the revolver banks under the credit agreement, (2) declare that no event of default occurred under the credit agreement, and (3) award the Debtor damages of no less than $3,000,000 as well as damages against Deutsche Bank in an amount to be determined at trial, and (4) award the Debtor costs of the adversary action. Subsequently, the Debtor filed an amended complaint seeking the turnover of $656.52 million it asserted that the banks are obligated to provide, pursuant to a notice of borrowing dated March 2, 2009, under the credit agreement. The Debtor reiterated this request in a separate motion, and asked an expedited consideration of that motion. Jed I. Bergman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, a counsel of the Debtors, and James A. Freeman, Esq., senior vice president and chief financial officer of Fontainebleau Resorts, LLC, the indirect parent company and manager of the Debtor, filed separate affidavits in support of the motion. The Debtor insisted to expedite consideration of the motion, after the Banks objected. Thereafter, the Banks filed a motion to withdraw reference of the adversary case to the Bankruptcy Court, asserting that the District Court is the appropriate forum for litigating the claims and issues presented in the amended complaint. At the Debtor's behest to schedule a conference on its motion for partial summary judgment, the Court directed the Banks to file answering briefs to the motion on or before July 1, 2009, and the Debtor to serve and file a reply brief and all supporting affidavits by July 7, 2009. Oral argument on the motion is set for July 13. In a separate order, the Court directed mediation of all issues in the adversary case no later than July 10, 2009. As widely reported, the Debtor initially filed this complaint prior to the Petition Date -- in April 2009 -- in the Nevada District Court, Clark County (Las Vegas). 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: U.S. Bank Replaces Wells Fargo on Committee ---------------------------------------------------------- Donald F. Walton, United States Trustee for Region 21, notified the Court that it has amended its appointment of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, and Fontainebleau Las Vegas Capital Corp., to reflect these five members who will serve in the Committee: (1) KELLEY II, LLC dba KELLEY TECHNOLOGIES c/o Brooks Pickering, President & CEO 5625 Arville Street, Unit D Las Vegas, Nevada 89118 Tele: 702-889-8777 Fax: 702-889-8237 Email: Mroberts@kelleytechnologies.com (2) Minibar North America, Inc. c/o Anthony Joseph Torano, President & CEO 7340 Westmore Road Rockville, Maryland 20850 Tele: 301-354-5051 Fax: 301-309-1115 Email: Tony.torano@minibarna.com (3) Paul Steelman Design Group/Steelman Partners c/o Matt Mahaney, General Counsel 3330 West Desert Inn Road Las Vegas, Nevada 89102 Tele: 702-873-0221 Fax: 702-367-0724 Email: Matt.Mahaney@steelmanpartners.com (4) Decca Hospitality c/o Nick Hart, President & CEO 3525 Piedmont Road Bldg 7, Suite # 205 Atlanta, Georgia 30305 Tele: 404-262-4330 Fax: 404-262-4399 Email: Nhart@deccahospitality.com (5) Timothy Sandell, Vice President U. S. Bank National Association c/o Clark T. Whitmore Malson Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Tele: 612-672-8335 Fax: 612-642-8335 The U.S. Trustee was notified that U. S. Bank National Association has been substituted as indentured trustee in place of Wells Fargo Bank. Therefore, U.S. Bank National Association is substituted as a member of the committee for Wells Fargo Bank. 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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: Wants Cash Collateral Use Extended Until Aug. 6 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida previously authorized the Debtors to use cash collateral through the earliest to occur of (i) July 8, 2009, or (ii) the occurrence and continuation of a "termination event". The Debtors, with the consent of certain of their prepetition term lenders that are members of a steering group, and the anticipated consent by other prepetition term lenders, who, with the members of the Term Lender Steering Group, hold more than 51% of the Term Loan Facility, seek the Court's authority for the continued use of the cash collateral on an interim basis, pursuant to a proposed second interim cash collateral order, which: (a) extends the Termination Date through the earliest to occur of: * August 6, 2009, or * the occurrence and continuation of a Termination Event; (b) contains terms that are otherwise identical in every material aspect to those previously approved in the First Interim Cash Collateral Order; and (c) sets a final hearing on the Motion on a date to be determined. To recall, the First Interim Cash Collateral Order set June 30, 2009, as date for a final hearing on the request. A copy of the proposed second interim cash collateral order can be accessed at no charge at: http://bankrupt.com/misc/fb_2ndprpsdORDcashcoll.pdf The Debtors also submitted to the Court a cash budget for the weeks ending July 12, 19, 26, and August 2, 2009, a copy of which is available for free at: http://bankrupt.com/misc/fbbudget_Jul12Aug2.pdf Objections (a) Bank of America Bank of America, N.A., as Administrative Agent under a Credit Agreement dated June 6, 2007 among Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas II, LLC, objects to the Cash Collateral Motion on the basis that (i) the holders of a majority of the outstanding Obligations under the DIP Credit Agreement had not yet consented to the Debtors' use of cash collateral; (ii) the proposed order provided disparate treatment of the lender groups; and (iii) failed to provide adequate protection to the Revolving Lenders. BofA adds that its objections are equally applicable to the proposed second interim order. BofA argues that it is unclear whether a majority of Lenders have consented to the terms of the proposed Second Interim Cash Collateral Order. In addition, although the Lenders represented by the Term Lender Steering Group have consented to the use of their cash collateral, they nevertheless contend that "the Debtors cannot provide adequate protection" to the lenders. BofA points out that the Debtors may not use cash collateral unless each party with an interest in the cash collateral either consents or receives adequate protection of its interest in the cash collateral. Because not all Lenders have consented to the Debtors' proposed use of cash, the Court must determine whether the protections offered by the Debtors are sufficient to provide all lenders with adequate protection of their interests. In addition, BofA believes that even if the proposed Cash Collateral Order were found to adequately protect the Term Lenders, the Revolving Lenders are not adequately protected because of certain unequal treatment provided in the Second Cash Collateral Order. BofA also submitted to the Court a blacklined draft of the proposed Second Interim Cash Collateral Order that includes BofA's comments. BofA contends that it is inappropriate to enter the proposed Second Interim Cash Collateral Order in its current form despite the fact that it is merely an interim order. A copy of the blackline proposed order is available for free at http://bankrupt.com/misc/FB_BofA_cashcollproposedord.pdf (b) Creditors Committee The Official Committee of Unsecured Creditors asserts that the Cash Collateral Motion and Second Proposed Interim Order impermissibly impairs its ability to perform its duties pursuant to Section 1103(c) of the Bankruptcy Code. The Committee says that its professionals have zero promise of payment at all in the Cases and are being treated differently in light of the fact that the Debtors' professionals have significant retainers and can afford to delay on the carve-out issue. The Committee submits that this is de facto disparate treatment of the Committee's professionals. Moreover, the Proposed Second Interim Order deprives the Committee of the funding necessary to discharge its fiduciary duties pursuant to Section 1103(c), the Committee says. The Proposed Second Interim Order provides the Committee a 60-day period up to August 21, 2009, within which to object to the extent, validity and priority of the Prepetition Term Obligations and Prepetition Term Obligations, as well as any claims with respect thereto. This provision meets the requirements under the Guidelines. However, the Committee asserts that the fact that it has no funding to conduct its investigation of the Prepetition Term Obligations and Prepetition Term Obligations renders the Objection Date a virtual "death sentence." The Committee notes that the Proposed Second Interim Order contains a waiver of the Debtors' surcharge rights under Section 506(c). Thus, the Prepetition Lenders are both (a) not agreeing to the use of Cash Collateral to fund the Committee in the Cases, and (b) attempting to obtain a Section 506(c) waiver. The Committee argues that the Court must not approve the Debtors' waiver of its Section 506(c) rights, and to the contrary, those rights should be reserved for all parties-in-interest to assert on a derivative basis. Steering Group Responds to Committee's Objection The Term Lender Steering Group clarifies that its consent to any use of its cash collateral is conditioned upon: (1) approval of the budget, which Budget does not provide for payment of the Committee's professionals, and (2) Court's order approving the use of cash collateral in the form submitted with the Supplement, which form of order (a) prohibits the use of cash collateral to pay any amounts other than those specified in the Budget, (b) approves a waiver of the Debtors' rights to surcharge any collateral pledged to the Term Lenders under Section 506(c), and (c) grants a superpriority claim under Section 507(b). Despite the lack of adequate protection and the ongoing diminution of their cash collateral, the Steering Group says it has consented, on the terms of the proposed form of order, to limited use of cash collateral strictly in accordance with budgets approved by the Term Lenders, initially for four weeks and now for an additional four weeks. Depending on the outcome of certain important events over the next month, the Steering group notes, it remains possible that it will consent to additional depletion of its cash collateral beyond the end of July and conceivably including limited amounts to satisfy specified unsecured administrative claims. But, based on currently existing facts and circumstances, the Steering Group tells the Court that it is not prepared to allow the use of its cash collateral to fund expenses that provide no benefit to the Term Lenders' collateral, including payment of the Committee's expenses, including professional fees. There is no basis whatsoever to require use of cash collateral to fund those expenses, the Steering Group asserts. 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. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. 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) FORD MOTOR: Bank Debt Trades at 27% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Ford Motor Corp. is a borrower traded in the secondary market at 72.58 cents-on- the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.21 percentage points from the previous week, The Journal relates. The loan matures Dec. 15, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and Standard & Poor's CCC+ rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About Ford Motor Company Based in Dearborn, Michigan, Ford Motor Company (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 205,000 employees and about 90 plants worldwide, the Company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. The Company has operations in Japan in the Asia Pacific region. In Europe, the Company maintains a presence in Sweden, and the United Kingdom. The Company also distributes its brands in various Latin-American regions, including Argentina and Brazil. * * * As reported by the Troubled Company Reporter on April 15, 2009, Standard & Poor's Ratings Services said it raised its ratings on Ford Motor Co. and related entities, including the corporate credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank PLC, Ford Credit's European bank, are also unchanged, at 'B-', maintaining the one-notch rating differential between FCE and its parent Ford Credit. Standard & Poor's said that the outlook on all entities is negative. Moody's Investors Service in December 2008 lowered the Corporate Family Rating and Probability of Default Rating of Ford Motor Company to Caa3 from Caa1 and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade reflects the increased risk that Ford will have to undertake some form of balance sheet restructuring to achieve the same UAW concessions that General Motors and Chrysler are likely to achieve as a result of the recently-approved government bailout loans. Such a balance sheet restructuring would likely entail a loss for bond holders and would be viewed by Moody's as a distressed exchange and consequently treated as a default for analytic purposes. FRANK SWENSON: Case Summary & 1 Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Frank Swenson 104 Magnolia Oakland, CA 94610 Bankruptcy Case No.: 09-45925 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Leslie J. Tchaikovsky Debtor's Counsel: Phyllis N. Voisenat, Esq. Law Offices of Phyllis N. Voisenat 1330 Broadway #1035 Oakland, CA 94612 Tel: (510) 272-9410 Email: pvoisenat@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor identified Wells Fargo Bank with a claim for $6,673 as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/canb09-45925.pdf The petition was signed by Mr. Swenson. GARY LEE BELHUMEUR: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------------- Joint Debtors: Gary Lee Belhumeur Lorrayne Lynn Leigh Belhumeur aka Lorrayne Lynn Leigh 139 W Escalones San Clemente, CA 92672 Bankruptcy Case No.: 09-16593 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtors' Counsel: Gerald Wolfe, Esq. 6B Liberty, Ste 210 Aliso Viejo, CA 92656 Tel: (949) 257-0961 Fax: (949) 608-8930 Email: gerald@mortgagelawgroup.com Total Assets: $1,440,837 Total Debts: $2,561,283 A full-text copy of the Debtors' petition, including a list of their 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-16593.pdf The petition was signed by the Joint Debtors. GASTAR EXPLORATION: S&P Puts 'CCC' Rating on CreditWatch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'CCC' corporate credit and other ratings on independent exploration and production firm Gastar Exploration USA Inc. on CreditWatch with positive implications. "The ratings action follows the announcement that Gastar has entered into an agreement with affiliates of Santos Ltd. [BBB+/Stable/A-2] for the sale of all of Gastar's interests in certain Petroleum Exploration Licenses in New South Wales, Australia," said Standard & Poor's credit analyst Amy Eddy. Gastar expects to receive net after-tax proceeds of $175 million. The transaction is expected to close on July 10, 2009. S&P believes the sale will materially reshape Gastar's balance sheet by allowing it to repay nearly all debt, which will eliminate refinancing risk and covenant concerns and strengthen its liquidity. S&P could raise the 'CCC' rating on Gastar following a full review of the company upon or near a successful close of aforementioned transaction. GENERAL MOTORS: Bank Debt Trades at 1% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which General Motors Corp. is a borrower traded in the secondary market at 99.00 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.28 percentage points from the previous week, The Journal relates. The loan matures Nov. 27, 2013. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating. The bank debt is not rated by Standard & Poor's. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of $6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of $3.3 billion in the year-ago quarter. As of March 31, 2009, GM had $82.2 billion in total assets and $172.8 billion in total liabilities, resulting in $90.5 billion in stockholders' deficit. 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. Attorneys Kramer Levin Naftalis & Frankel LLP, in New York, represent the official committee of unsecured creditors appointed in the case. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Fitch Withdraws 'D' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has withdrawn the Issuer Default Ratings and outstanding debt ratings on General Motors Corporation and General Motors of Canada Ltd.: GM -- Long-term IDR 'D'; -- Senior secured 'CCC/RR1'; -- Senior unsecured 'C/RR6'. General Motors of Canada Ltd. -- Long-term IDR 'D'; -- Senior unsecured 'C/RR6'. Ratings may be withdrawn after 30 days have elapsed after a default. Fitch downgraded GM's IDR to 'D' on June 1, 2009, after the company filed for Chapter 11 bankruptcy. GEORGIA GULF: To Issue Shares Under Exception to NYSE Rule ---------------------------------------------------------- Georgia Gulf Corporation is amending its private exchange offers to provide for the issuance of shares of its common stock and a new convertible preferred stock as described below in exchange for the $800 million in aggregate principal amount of its outstanding notes. In addition, the Company has determined the ratio for the reverse stock split approved by stockholders at the annual meeting in May 2009. Georgia Gulf commenced offers to exchange all of its 7.125% Senior Notes due 2013, 9.5% Senior Notes due 2014 and 10.75% Senior Subordinated Notes due 2016 on March 31, 2009 for $250 million of new second lien notes and shares of common stock which would have represented 19.9% of the common stock outstanding. As the Company has previously reported, the exchange offers, which have been extended several times, are critical to the Company's debt restructuring. Subsequent to launching the exchange offers, the Company withheld interest payments on the notes and as a result substantially all of its debt is subject to acceleration. However, the Company has obtained forbearance agreements with its primary lenders, including the noteholders, relative to such defaults. Such forbearance agreements will expire on July 15, 2009, or such earlier time as any of such lenders otherwise obtains the right to accelerate the Company's obligations. Since the forbearance agreements will expire July 15, 2009, the Company will seek further extension of those agreements. The Company has entered into lock-up and consent agreements, referred to as "lock-up agreements," with the holders of about 84.6%, 79.3% and 34.6% of the outstanding principal amount of the 2014, 2016 and 2013 notes, respectively. In connection with the lock-up agreements, the Company is amending the exchange offers as described below and intends to implement a reverse stock split in conjunction with consummation of the exchange offers. Specifically, the board of directors has determined to effect a 1- for-25 reverse stock split, as a result of which the Company will have 3 million authorized shares of common stock of which approximately 1.4 million will be outstanding. In the amended exchange offers, the Company is offering 1,430,000 shares of its post-split common stock and 32,050,000 shares of preferred stock that are convertible into shares of common stock on a share-for-share basis in exchange for all of the outstanding notes, which would represent about 96% of the outstanding common stock. The lock-up agreements provide, among other things, that the noteholders party to such agreements will tender their notes in the exchange offers. The lock-up agreements will terminate if the exchange offers are not consummated by July 31, 2009, or if they are withdrawn prior thereto. Normally, an issuance of the Company's common stock in the amount to be issued in the exchange offers would require approval of the Company's stockholders in accordance with the Shareholder Approval Policy of the New York Stock Exchange. However, the members of the audit committee of the board of directors have determined that any delay caused by securing stockholder approval prior to the issuance of these securities would seriously jeopardize the Company's ability to complete the amended exchange offers and, as a result, the financial viability of the Company. On July 1, 2009, the audit committee approved the Company's use of an exception to the NYSE's Shareholder Approval Policy, and, in accordance with the exception, the Company will not consummate the amended exchange offers until at least 10 days after the mailing of a letter to stockholders describing this transaction. The NYSE has accepted the Company's reliance on the exception to the Shareholder Approval Policy. Assuming consummation of the exchange offers, the Company intends to convene a special stockholders' meeting to seek approval of an amendment to the Company's charter that will increase the number of authorized shares of common stock, so as to permit conversion of the convertible preferred stock, which by its terms will convert into common stock upon the effectiveness of such amendment. About Georgia Gulf Georgia Gulf Corporation is a manufacturer and international marketer of two integrated chemical product lines, chlorovinyls and aromatics. The Company's primary chlorovinyls products are chlorine, caustic soda, vinyl chloride monomer (VCM), vinyl resins and vinyl compounds. Its aromatics products are cumene, phenol and acetone. The Company has four business segments: chlorovinyls; window and door profiles, and moldings products; outdoor building products, and aromatics. As of December 31, 2008, the Company's balance sheet showed total assets of $1.61 billion and total liabilities of $1.75 billion resulting in total stockholders' deficit of $139.92 million. As of December 31, 2008, the Company had $90 million of cash on hand as well as $143 million of borrowing capacity available under its revolving credit facility. The Company reduced net debt by $83 million during 2008 and was in compliance with its debt covenants for the quarter ended December 31, 2008. At March 31, 2009, the Company had $1.56 billion in total assets and $1.66 billion in total liabilities, resulting in $97.3 million stockholders' deficit. * * * As reported in the Troubled Company Reporter on June 19, 2009, Standard & Poor's Ratings Services lowered its issue rating on Georgia Gulf Corp.'s $100 million 7.125% senior notes due 2013 to 'D' from 'C' and retained the '6' recovery rating, indicating S&P's expectation of negligible recovery (0%-10%) on the notes. At the same time, S&P kept its corporate credit rating on Georgia Gulf at 'D'. S&P retained its 'D' ratings on the company's $200 million 10.75% senior subordinated notes due 2016 and $500 million 9.5% senior notes due 2014. S&P also retained the '6' recovery ratings on these notes indicating S&P's expectation of negligible recovery (0%-10%). S&P lowered its corporate credit rating and these issue ratings on Georgia Gulf to 'D' on May 21, 2009, following a missed interest payment of $34.5 million on these notes. The TCR said on June 18 that Fitch Ratings downgraded Georgia Gulf's Issuer Default Rating to 'RD' from 'C' following its announcement of an extension of its exchange offer until July 1, 2009. The downgrade reflects Fitch's view that Georgia Gulf has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business due to the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations. The TCR on May 26, 2009, said Moody's Investors Service lowered Georgia Gulf's Probability of Default Rating from Caa3 to Caa3/LD reflecting the deemed limited default due to the non-payment of interest on its 9.5% Guaranteed Sr. Unsecured Notes due 2014 and the 10.75% Sr. Subordinated Notes due 2016. GEORGIA PACIFIC: Bank Debt Trades at 6% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Georgia Pacific Corp. is a borrower traded in the secondary market at 94.08 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.58 percentage points from the previous week, The Journal relates. The loan matures Dec. 22, 2012. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ba2 rating and Standard & Poor's BB+ rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Georgia-Pacific Corp. -- http://www.gp.com/-- is one of the world's leading manufacturers of tissue, pulp, paper, packaging, building products and related chemicals. The Company has approximately 300 manufacturing facilities across North America, South America and Europe, ranging from large pulp, paper and tissue operations to gypsum plants, box plants and building products complexes. H & B COMMERCIAL: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: H & B Commercial Properties, Inc. dba H & B Commercial Properties, Inc. 7096B Howard Street Spartanburg, SC 29301 Bankruptcy Case No.: 09-04884 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- R Branch, LLC 09-04885 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Debtor's Counsel: James Perry Craig, Esq. Craig Law Firm, PC P.O. Box 11245 Columbia, SC 29211 Tel: (803) 252-5178 Email: jcraig@craiglawfirm.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. HAWAII SUPERFERRY: Court OKs Surrender of Ships to Lenders ---------------------------------------------------------- Bloomberg News reports that the Hon. Peter Walsh of the U.S. Bankruptcy for the District of Delaware has ruled that Hawaii Superferry Inc. can surrender its ships to lenders owed $158.8 million for their construction. The vessels are relocated from Hawaii to a shipyard in Mobile, Alabama, and may be taken over by the federal agency that helped fund their construction, Bloomberg relates. Bloomberg quoted Hawaii Superferry's lawyer, Leon Barson, as saying, "We're not going to be returning back to the state of Hawaii now that the estate has abandoned the ships." Bloomberg states that Hawaii Superferry admitted that the Company and its parent, HSF Holdings Inc., have $1.2 million in cash and a single ferry engine to use to pay creditors, which, according to creditor attorney Craig Wolfe, could force the creditors sue J.F. Lehman & Co. -- the private-equity firm that controlled Hawaii Superferry -- to recover anything. The main part of Hawaii Superferry's bankruptcy case will stay in Delaware, Bloomberg reports. Citing Judge Walsh, the report says that claims filed by the state of Hawaii related to its contract with Hawaii Superferry will be transferred to U.S. Bankruptcy Court in Honolulu. Wilmington, Delaware-based HSF Holding Inc. operates as the parent company of Hawaii Superferry, Inc., a Hawaiian inter-island ferry service expected to commence operations in early 2007. The Company is planning to use the latest generation of large, high- speed roll-on/roll-off catamaran ferries. The ferries will be used to transport travellers from island to island as well as transport agricultural and bulk goods. The Company and its affiliate filed for Chapter 11 on May 30, 2009 (Bankr. D. Del. Case Nos. 09-11901 and 09-11902). David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP represent the Debtors in their restructuring efforts. When the Debtors sought protection from their creditors, they listed assets and debts both between $100 million and $500 million. HAYES LEMMERZ: Files Plan and Disclosure Statement -------------------------------------------------- The Plan and the disclosure statement have to be approved by the Court. Before the Company can solicit acceptances and seek approval of the Plan, the Court must approve the adequacy of the disclosure statement. A hearing to consider approval of the disclosure statement is scheduled for July 30. The material terms of the Plan were prearranged with the DIP lenders and prepetition secured lenders prior to the commencement of the Company's reorganization cases. Accordingly, the Company has the overwhelming support of its senior secured lenders regarding the targeted reorganization contemplated by the Plan. The Company confirms that it is on track within the targeted restructuring process and foresees that the final Plan could be submitted for Court consideration as early as September. Plan Terms The Plan reflects the terms of an agreement reached with a majority of their prepetition secured lenders shortly prior to the Petition Date. Under the Plan, certain of the Debtors' prepetition secured lenders agreed to fund the operations of the Debtors through a $100 million of debtor-in-possession financing in exchange for majority ownership of the reorganized Company upon emergence from chapter 11. Specifically, upon consummation of the Plan, the DIP Lenders will (1) receive their pro rata share of 87.25% of the new common stock to be issued by the Company upon consummation of the Plan on account of certain amounts the DIP Lenders advanced to the Debtors prior to the Petition Date and (b) convert the principal amount of the outstanding amount, as of the Plan's effective date, of the new money loans provided to the Debtors pursuant to the debtor-in- possession financing into a secured term loan. The remaining equity of the Debtors will be distributed to the Debtors' other prepetition secured lenders and their noteholders in exchange for elimination of their debt claims. Holders of certain other general unsecured claims will share pro rata in $250,000 provided the Prepetition Secured Lenders and Holders of Other Unsecured Claims vote to accept the Plan. The Debtors' existing publicly traded common stock will be canceled and no distributions will be made to such holders of common stock. In addition, holders of any claims subordinated pursuant to Bankruptcy Code section 510(c) will not receive a distribution under the Plan. Classification and Treatment of Claims and Interests Class Class Description Treatment Under Plan ----- -------------------- ------------------------------ 1 Secured Tax Claims Unimpaired. Deemed to Accept 2 Other Secured Claims Unimpaired. Deemed to Accept 3 Other Priority Claims Unimpaired. Deemed to Accept 4 Intercompany Claims Unimpaired. Deemed to Accept 5 Subsidiary Interests Unimpaired. Deemed to Accept 6 Prepetition Secured Claims Impaired. Entitled to Vote 7 Noteholder Claims Impaired. Entitled to Vote 8 Other Unsecured Claims Impaired. Entitled to Vote 9 Subordinated Securities Claims Impaired. Demmed to Reject 10 Interests in Hayes Impaired. Deemed to Reject Cramdown Only creditors under Classes 6, 7 and 8 are entitled to vote on the Plan. To the extent that any of these impaired classes rejects the Plan or is deemed to have rejected it, the Debtors will, with the consent of Requisite DIP Lenders, request confirmation of the Plan, as it may be modified from time to time, under the "cramdown" provisions as set forth in section 1129(b) of the Bankruptcy Code. A full-text copy of the disclosure statement with respect to Hayes Lemmerz International, Inc.'s joint plan of reorganization, dated as of July 2, 2009, is available at: http://bankrupt.com/misc/hayeslemmerz.DS.pdf About Hayes Lemmerz Originally founded in 1908, Hayes Lemmerz International, Inc. (NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel wheels for passenger cars and light trucks and of steel wheels for commercial trucks and trailers. The Company is also a supplier of automotive powertrain components. The Company has global operations with 23 facilities, including business, sales offices and manufacturing facilities, located in 12 countries around the world. The Company sells products to every major North American, Asian and European manufacturer of passenger cars and light trucks and to commercial highway vehicle customers throughout the world. The Company and certain affiliates filed for bankruptcy on May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements with lenders holding a majority of the Company's secured debt. The Company's principal bankruptcy attorneys are Skadden, Arps, Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC, serves as the Company's financial advisors. AlixPartners, LLP, serves as the Company's restructuring advisors. The Garden City Group, Inc., serves as the Debtors' claims and notice agent. As of January 31, 2009, the Debtors had total assets of $1,336,600,000 and total debts of $1,405,200,000. This is the Company's second trip to the bankruptcy court, dubbed a Chapter 22, which was precipitated by an unprecedented slowdown in industry demand and a tightening of credit markets. The Company plans to reduce its debt and restructure its balance sheet. Hayes Lemmerz and its direct and indirect domestic subsidiaries and one subsidiary in Mexico first filed for bankruptcy in December 2001 before the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 filings were precipitated by declining market conditions and the Company's excessive debt burdens, according to Mr. Clawson, who also served as chairman and chief executive officer at that time. The Court confirmed the Company's reorganization plan in May 2003, allowing the Company to exit bankruptcy in June 2003. In accordance with the 2003 Plan, approximately $2.1 billion in pre-petition debt and other liabilities were discharged. The Plan provided for holders of prepetition secured claims to receive $478.5 million in cash and 53.1% of the reorganized company common stock. Holders of senior note claims were to receive $13 million in cash and 44.9% of the New Common Stock, and holders of general unsecured claims were to receive 2% of the New Common Stock. Hayes Lemmerz' prior common stock and securities were cancelled as of June 3, 2003. HAYES LEMMERZ: Fitch Withdraws 'D' Issuer Default Rating -------------------------------------------------------- Fitch Ratings has withdrawn the Issuer Default Ratings and outstanding debt ratings on Hayes Lemmerz International Inc. and its subsidiaries: HAYZ -- Long-term IDR 'D'. HLI Operating Company, Inc. (HLI Opco) -- Long-term IDR 'D'; -- Senior secured revolving credit facility 'C/RR4'. Hayes Lemmerz Finance - Luxembourg SCA (European Holdco) -- Long-term IDR 'D'; -- Senior secured revolving credit facility 'C/RR4'; -- Senior secured Euro synthetic LOC facility 'C/RR4'; -- Senior secured Euro term loan 'C/RR4'; -- Senior unsecured Euro notes 'C/RR6'. Ratings may be withdrawn after 30 days have elapsed after a default. Fitch downgraded HAYZ's IDR to 'D' on May 12, 2009, after the company filed for Chapter 11 bankruptcy. HAZEL ALLEN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hazel Gaston Allen, Jr. aka Buddy Allen aka H. G. Allen, Jr. fdba Alcon Builders and Home Maintenance 2795 Cheatham Road Acworth, GA 30101 Bankruptcy Case No.: 09-76986 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Margaret Murphy Debtor's Counsel: Paul Reece Marr, Esq. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Fax: (770) 984-0044 Email: pmarr@mindspring.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 Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb09-76986.pdf The petition was signed by Peter Anania, president of the Company. HENDRICKS FURNITURE: Court Names 9 Parties to Creditors Committee ----------------------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina, upon the recommendation of the United States Bankruptcy Administrator, appointed nine members to the Official Committee of Unsecured Creditors in the bankruptcy cases of Hendricks Furniture Group, LLC. The Committee members are: * Baker Furniture Company * Century Furniture, LLC * Kingsdown, Inc. * Michael Aziz Oriental Rugs, Inc. * Noori Liquidation Centers, Inc. * Pruitt & Huntley, LLC * Salem Leasing Corp. * Lexington Home Brands * Larry T. Norris As reported by the Troubled Company Reporter on June 25, 2009, the Bankruptcy Administrator for the Western District of North Carolina will convene a meeting of creditors in Hendricks Furniture Group, LLC.'s Chapter 11 case on July 15, 2009, at 2:00 p.m. The meeting will be held at the U.S. Bankruptcy Administrators Office, 402 West Trade Street, Suite 205, Charlotte, North Carolina. Hendricks Furniture Group, LLC -- http://www.boyles.com/-- dba Boyles Distinctive Furniture makes and sells furniture. The Company and its affiliates filed for Chapter 11 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 Debtor listed $50 million to $100 million in assets and $10 million to $50 million in debts. IDEARC INC: Bank Debt Trades at 57% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Idearc, Inc., is a borrower traded in the secondary market at 42.64 cents-on-the- dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.64 percentage points from the previous week, The Journal relates. The loan matures Nov. 17, 2014. The Company pays 200 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt. Standard & Poor's has assigned a default rating on the bank debt. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. 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. IMAX CORP: S&P Changes Outlook to Positive; Affirms 'CCC+' Rating ----------------------------------------------------------------- Standard & Poor's Rating Services revised its rating outlook on IMAX Corp. to positive from stable. S&P also affirmed the existing ratings on the company, including the 'CCC+' corporate credit rating. "The rating action reflects the company reducing debt maturing in 2010 by $44 million," said Standard & Poor's credit analyst Tulip Lim. "It also reflects S&P's view that EBITDA will begin to improve from the contribution of theaters under revenue-sharing arrangements and increasing DMR (Digital Re-Mastering) receipts due to the continued widening of the network, which could improve prospects for refinancing debt maturing in 2010." The rating on IMAX Corp. reflects the modest size of the company's niche market relative to its heavy debt burden, weak discretionary cash flow, thin liquidity, and sizeable upfront capital requirements of its revised business strategy. It also reflects S&P's concern that while revenue-sharing arrangements may be necessary for the company's long-term sustainability, EBITDA from these arrangements has yet to manifest itself meaningfully in the company's reported results, and these arrangements require the company to invest significant amounts of its modest liquid resources upfront. These concerns overshadow the company's position as a specialized provider of giant-screen theater projection, camera, and sound systems. Mississauga, Ontario-based IMAX also derives recurring revenue from the installed base of more than 300 IMAX theater systems, the potential for expanding recurring revenue under revenue-sharing arrangements, and a measure of near-term revenue visibility provided by the company's pending system installations. Lease-and-pension adjusted debt to EBITDA was very high, at about 20x on March 31, 2009, and adjusted EBITDA to interest expense was fractional at 0.5x. In June, the company raised $80.6 million in gross proceeds from issuing new common stock. The company disclosed that it intends to use the proceeds to repay debt and for general corporate purposes. On June 9, 2009, the company repurchased $44.3 million of its $160 million senior notes due 2010. Assuming all the proceeds are used to repay debt, adjusted leverage was about 11.4x. The company's discretionary cash flow was negative for the 12 months ended March 31, 2009, and has been negative since 2005. Negative discretionary cash flow has widened in the last couple of quarters because of the upfront investments IMAX has incurred to install many systems under revenue-sharing arrangements. Discretionary cash will likely be negative for the full year 2009 because of the ongoing capital involved in revenue-sharing opportunities. IMAX must also generate non-revenue-sharing new contracts (its traditional structure) and install them on a timely basis to prevent an accelerated consumption of cash. IMPROVED LOTS LLC: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Improved Lots LLC 13059 Dickens Studio City, CA 91604 Bankruptcy Case No.: 09-18178 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Robert M. Yaspan, Esq. Law Offices of Robert M. Yaspan 21700 Oxnard St., Ste 1750 Woodland Hills, CA 91367 Tel: (818) 905-7711 Fax: (818) 501-7711 Email: ryaspan@yaspanlaw.com Total Assets: $2,454,171 Total Debts: $1,219,088 A full-text copy of the Debtor's petition, including a list of its 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-18178.pdf The petition was signed by Moshe Schnapp, manager of the Company. ION MEDIA: Receives Final Approval for $150 Million Financing ------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York has granted final approval for ION Media Networks, Inc.'s $150 million debtor-in-possession financing being provided by a majority of its first lien senior secured lenders. After review of various funding proposals received in recent weeks, the Court approved the financing alternative determined by ION as being in the best interest of the Company. The approved financing is being provided by a majority of ION's first lien lenders, with the opportunity of participation for all first lien holders. In total, holders of approximately 88% of outstanding first lien indebtedness affirmatively support or do not object to the approved financing. The financing is consistent with the Company's plan for growing its TV network through general audience appeal based on sustained investment in programming and digital technology. Importantly, among other things, the Company has secured the right to convert this financing into equity at its election, as part of an overall plan the Company intends to complete in the near term. "The team has been working very hard and diligently on building the company and we are pleased about this vote of confidence from our stakeholders as well as from the Court," said Brandon Burgess, ION's Chairman and CEO. "Operationally, June was a new high for us in terms of audience ratings, and this funding will allow us to maintain momentum and provide full support for the launch of our fall programming season." The company also confirmed that it is in active discussions for the acquisition of further content for the 2009/10 television season, including both off-network syndicated content as well as original productions. ION's business is focused on capturing growth through improved programming and distribution. Ratings for ION Television showed double digit increases in the first quarter, driven by new programming additions, including NCIS, Boston Legal, Ghost Whisperer, and popular motion pictures. Additional syndicated shows such as Criminal Minds will join the network line-up in the second half of the year, along with several original show premieres including the crime drama Durham County, starring Hugh Dillon. The Debtors defended their proposed $150 million DIP loan facility as "fair and reasonable", after their Official Committee of Unsecured Creditors argued that the terms of the DIP facility give them short shrift, the Troubled Company Reporter said July 3, 2009, citing Law360. About ION Media 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). Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors' general bankruptcy 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. IOWA TELECOMMUNICATIONS: S&P Assigns 'B+' Rating on $75 Mil. Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B+' issue- level rating to Newton, Iowa-based rural telecommunications services provider Iowa Telecommunications Services Inc.'s (Iowa Telecom) $75 million Series A Incremental Loan. The recovery rating on the loan is '3', indicating expectations for meaningful (50%-70%) recovery in the event of a payment default. In addition, S&P affirmed all other ratings on the company, including the 'B+' corporate credit rating. The $75 million incremental term loan, which matures on Nov. 23, 2011, is being issued through the $125 million accordion feature in the company's existing term loan B. Proceeds were used to finance Iowa Telecom's acquisition of Sherburne Tele Systems Inc., which closed July 2, 2009. The outlook is stable. "The ratings on Iowa Telecom," said Standard & Poor's credit analyst Naveen Sarma, "reflect an aggressive, shareholder-oriented financial policy with a commitment to a substantial dividend that limits potential debt reduction, and a weak business position as the company faces increased competition." The company is experiencing accelerating access-line losses in its core voice telephony business because of telephone competition from cable TV operators, wireless substitution, and loss of second lines. "Despite having only telephone competition in about 30% of its local exchanges," continued Mr. Sarma, "Iowa Telecom's access-line losses in the mid-7% range are more comparable to less rural telephone companies with much higher cable telephony overlap." JAK'S HEAT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Jak's Heat Incorporated dba Brass & Bronze Casting Company 1090 Sandy Hill Road Irwin, PA 15642 Bankruptcy Case No.: 09-24969 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Robert H. Slone, Esq. Mahady & Mahady 223 South Maple Avenue Greensburg, PA 15601 Tel: (724) 834-2990 Email: robert.slone@7trustee.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 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/pawb09-24969.pdf The petition was signed by John A. Drakulic, president of the Company. JOCKEYS' GUILD: Court Closes Two-Year Chapter 11 Case ----------------------------------------------------- The Associated Press reports that the Hon. David Stosberg of the U.S. Bankruptcy Court for the Western District of Kentucky has closed Jockeys' Guild' Chapter 11 bankruptcy case. According to The AP, Judge Stosberg signed the order to end the two-year process, after Jockey's Guild settled a legal fight with its former director and came up with a plan to pay debts related to its health insurance plan. Jockeys' Guild will continue providing disability and life insurance, and lobby for jockeys on health and safety issues, The AP states. Headquartered in Louisville, Kentucky, Jockeys' Guild Inc. -- http://www.jockeysguild.com/-- is a labor union based in Monrovia, California, representing thoroughbred horse racing and quarter horse professional jockeys. The Company filed for Chapter 11 bankruptcy protection on October 12, 2007 (Bankr. W.D. Ky. Case No. 07-33600) in hopes to solve problems relating to its insurance through its bankruptcy filing. Lea Pauley Goff, Esq., and Gregory D. Pavey, Esq., at Stoll Keenon Ogden PLLC, represented the Debtor in its restructuring efforts. In schedules filed with the Court, the Debtor disclosed total assets of $3,796,376 and total debts of $3,039,456. KARL O'FARREL: Voluntary Chapter 15 Case Summary ------------------------------------------------ Chapter 15 Petitioner: Max Christopher Donnelly Ferrier Hodgson Level 13 Grosvenor Place 225 George Street Sydney Australia Tel: (61) 2-9286-9999 Chapter 15 Debtor: O'Farrell, Karl John 23 East 10th Street, #808 New York, NY 10003 Chapter 15 Case No.: 09-14281 Chapter 15 Petition Date: July 2, 2009 Court: Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Chapter 15 Petitioner's Counsel: Donald J. Kravet, Esq. dkravet@kvnyc.com Kravet & Vogel, LLP 1040 Avenue of the Americas Suite 1101 New York, NY 10018 Tel: (212) 997-7634 Fax: (212) 997-7686 Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million KATALYST VENTURE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Katalyst Venture, LLC 1423 West White Sands Lane Syracuse, UT 84075 Bankruptcy Case No.: 09-21712 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Aaron M. Waite, Esq. 450 Hillside Drive #203 Mesquite, NV 89027 Tel: (702) 346-0820 Fax: (801) 561-0904 Email: aaron@thlawfirm.com L. Miles Lebaron, Esq. LeBaron & Jensen PC 476 W Heritage Park Blvd, Ste 200 Tel: (801) 773-9488 Fax: (801) 773-9489 Email: tylerjensen@lebaronjensen.com Estimated Assets: $0 to $50,000 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 John Anderson. KEV ENTERPRISES: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Kev Enterprises, Inc., a Corporation aka Dunkin Donuts aka Baskin Robbins 5635 14th Street W Bradenton, FL 34207 Bankruptcy Case No.: 09-14394 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Brian S. Behar, Esq. Behar Gutt & Glazer PA 2999 Northeas 191st Street, 5th Floor Aventura, FL 33180 Tel: (305) 931-3771 Fax: (305) 931-3774 Email: bsb@bgglaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb09-14394.pdf The petition was signed by Stanley Furash, president of the Company. KINETEK HOLDINGS: Moody's Changes Default Rating to 'Caa1' ---------------------------------------------------------- Moody's Investors Service has changed the probability of default rating for Kinetek Holdings Corp. to Caa1 from Caa1/LD. In addition, Moody's upgraded the ratings on the first lien term loan and revolver to B3 from Ca and the rating on the second lien term loan to Caa2 from C. These changes are in line with the expectations outlined by Moody's in the June 26, 2009 press release on Kinetek. Please see that press release for more details. The upgrade of the first lien term loan and revolver and second lien term loan is consistent with Moody's Loss Given Default framework based on the company's capital structure after its recent debt purchases, which were considered a distressed exchange by Moody's. These ratings were upgraded: -- Probability of default rating to Caa1 from Caa1/LD; -- Senior secured revolving credit facility rating to B3, LGD3, 34% from Ca, LGD4, 50%; -- Senior secured term loan rating to B3, LGD3, 34% from Ca, LGD4, 50%; and -- Senior secured 2nd lien term loan rating to Caa2, LGD5, 85% from C, LGD5, 74%. This rating was affirmed: -- Corporate family rating at Caa1 The last rating action was on June 26, 2009, when Moody's affirmed Kinetek's Caa1 corporate family rating and changed its probability of default rating to Caa1/LD from Caa1. Kinetek, based in Deerfield, Illinois, is a manufacturer of specialty purpose electric motors, gearmotors, gearboxes, gears and electronic motion controls for a wide variety of consumer, commercial, and industrial markets. Revenues for the twelve month period ended March 31, 2009, were $373 million. KIP SKIDMORE: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Kip Skidmore Illa A. Skidmore aka Illa Jones-Skidmore aka Illa A. Jones-Skidmore aka Illa A. Skidmore aka Illa Jones aka Illa A. Jones 2705 Sierra View Trail Carmichael, CA 95608 Bankruptcy Case No.: 09-33808 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Robert S. Bardwil Debtors' Counsel: Estela O. Pino, Esq. 800 Howe Ave #420 Sacramento, CA 95834-1133 Tel: (916) 641-2288 Tel: (916) 641-1888 Estimated Assets: $1,000,000to $10,000,000 Estimated Debts: $10,000,000to $50,000,000 A full-text copy of the Debtors' petition, including a list of their 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb09-33808.pdf The petition was signed by the Joint Debtors. LARRY BRESNICK: No Fees for Lawyer After Trustee Appointed ---------------------------------------------------------- WestLaw reports that a court's previous grant of authorization to an individual Chapter 11 debtor-in-possession to employ a law firm as counsel to the debtor-in-possession terminated, together with the debtor's status as debtor-in-possession, upon appointment of a Chapter 11 trustee. Thus, the law firm was not entitled to be compensated from the estate for any legal services which it performed after the trustee's appointment. The fee provision of the Code, 11 U.S.C. Sec. 330(a)(1), does not authorize compensation awards to debtors' attorneys from estate funds, unless they are employed as authorized by Sec. 327 governing the employment of estate professionals. In re Bresnick, --- B.R. ----, 2009 WL 1772385 (Bankr. E.D.N.Y.). Larry Bresnick sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 07-41580) on March 30, 2007. Mr. Bresnick's petition -- available at http://bankrupt.com/misc/nyeb07-41580.pdfat no charge -- indicates he had less than $10,000 of assets of debts at the time of the filing. LAS VEGAS SANDS: Bank Debt Trades at 29% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Las Vegas Sands Corp. is a borrower traded in the secondary market at 70.25 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.93 percentage points from the previous week, The Journal relates. The loan matures May 1, 2014. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Las Vegas Sands Corp. -- http://www.lasvegassands.com/-- and its subsidiaries develop multi use integrated resorts worldwide. It owns the Venetian resort-hotel-casino and the Sands Expo and Convention Center in Las Vegas, Nevada; and The Sands Macao Casino in Macao, the People's Republic of China. Venetian Macao is a wholly-owned subsidiary of Las Vegas Sands Corp. VML owns the Sands Macao in the People's Republic of China Special Administrative Region of Macao and is also developing additional casino hotel resort properties in Macao. LEAR CORP: Bank Debt Trades at 29% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Lear Corp. is a borrower traded in the secondary market at 70.83 cents-on-the- dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.11 percentage points from the previous week, The Journal relates. The loan matures March 29, 2012. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank debt is not rated by Moody's and Standard & Poor's. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Lear Corp. -- http://www.lear.com/-- designs, manufactures, and sells automotive seat, electrical distribution, and electronic products in the U.S. It operates in three segments: Seating, Electronic and Electrical, and Interior. As reported by the TCR on July 3, 2009, Standard & Poor's Ratings Services said that it has lowered its issue-level rating on Lear Corp.'s senior secured debt to 'D' from 'CC', and the rating on the remaining senior unsecured debt to 'D' from 'C', reflecting Lear's announcement that it intends to commence shortly a proposed debt restructuring through a bankruptcy filing LEAR CORPORATION: Looming Ch. 11 Filing Cues Moody's Cut to 'D' --------------------------------------------------------------- Moody's Investors Service lowered Lear Corporation's Probability of Default to D from Ca, and affirmed the Corporate Family Rating at Ca. Moody's also affirmed the ratings on Lear's senior secured term loan at Ca, and on the unsecured notes at C. The lowered PDR to D reflects the company's announcement that it has reached an agreement in principle on a consensual debt restructuring with steering committees representing its secured lenders and its bondholders. The company plans to implement the debt restructuring through an expedited Chapter 11 process, commencing "shortly", involving certain of the company's U.S. and Canadian subsidiaries. The company's announcement states that the restructuring plan has the support of a majority of the members of a steering committee of the company's secured lenders and a steering committee of bondholders acting on behalf of an ad hoc group of bondholders. The agreement in principle provides that, subject to certain limited exceptions, Lear's trade creditors will be paid in full. In addition, to support the restructuring process, Lear announced that it has received commitments for $500 million in new money debtor-in-possession financing. Moody's lowered Lear's rating in June subsequent to the company's missed June 1st interest payments of approximately $38 million on its senior notes due in 2013 and in 2016. There is a 30-day grace period under the indentures. The company anticipates being in default under the senior notes due in 2013 and in 2016, as the 30- day grace period expires on July 2, 2009. In addition, the Company stated that it has not made principal and interest payments due under its senior credit facility on June 30th. Consistent with Moody's Withdrawal Policy, Moody's will withdraw the ratings once the company files for Chapter 11. Ratings lowered: Lear Corporation -- Probability of Default, to D from Ca; Ratings Affirmed: -- Corporate Family Rating, at Ca; -- Senior Secured Term Loan, at Ca (LGD4, 56%); -- Senior Unsecured Notes, at C (LGD5, 73%); -- Speculative Grade Liquidity rating of SGL--4 The last rating action was on June 3, 2009 when the Corporate Family Rating was lowered to Ca. Lear Corporation, headquartered in Southfield, MI, is focused on providing complete seat systems, electrical distribution systems and various electronic products to major automotive manufacturers across the world. The company had net sales of $13.6 billion in 2008 and had approximately 80,000 employees in 36 countries. LODGIAN INC: Obtains Payment Extension on Two Mortgage Pools ------------------------------------------------------------ Lodgian, Inc., has obtained extensions on $71.6 million of its mortgage indebtedness previously scheduled to mature on July 1, 2009, and remains in negotiations on extension of $45.7 million of mortgage debt which matured on July 1, 2009. The mortgage indebtedness, which was originated in June 2004 by Merrill Lynch and securitized in the collateralized mortgage-backed securities market, has been divided into three pools of indebtedness referred to by the company as the Merrill Lynch Fixed Rate Pools #1, #3 and #4. (The company repaid the Merrill Lynch Fixed Rate Pool #2 in 2007.) In summary, the company has reached agreements with the special servicers of this mortgage indebtedness to provide: -- An extension of the maturity date of the Merrill Lynch Fixed Rate Pool #1 to July 1, 2010; and -- An extension of the maturity date of the Merrill Lynch Fixed Rate Pool #4 to July 1, 2012. Schedule of the principal balance for each of these loan pools, as of July 1, 2009, as well as a listing of the hotels that serve as collateral under these loan pools: (1) Merrill Lynch Fixed Rate Pool #1 Principal balance, as of July 1, 2009 -- $36.5 million Properties securing mortgage indebtedness: -- Courtyard by Marriott Buckhead - Atlanta, GA -- Marriott Denver Airport - Denver, CO -- Holiday Inn - Strongsville, OH -- Four Points by Sheraton - Philadelphia, PA (2) Merrill Lynch Fixed Rate Pool #3 Principal balance, as of July 1, 2009 -- $45.7 million Properties securing mortgage indebtedness: -- Courtyard by Marriott - Bentonville, AR -- Courtyard by Marriott - Florence, KY -- Holiday Inn Inner Harbor - Baltimore, MD -- Fairfield Inn by Marriott - Merrimack, NH -- Courtyard by Marriott - Abilene, TX -- Crowne Plaza - Houston, TX (3) Merrill Lynch Fixed Rate Pool #4 Principal Balance, as of July 1, 2009 - $35.1 million Properties securing mortgage indebtedness: -- Residence Inn by Marriott - Little Rock, AR -- Crowne Plaza - West Palm Beach, FL -- Courtyard by Marriott - Paducah, KY -- Hilton - Columbia, MD -- Holiday Inn - Myrtle Beach, SC -- Wyndham DFW Airport - Irving, TX "We are extremely pleased with the extension agreements reached with regard to two of the three maturing loans, which extends the maturity date of $36.5 million and $35.1 million of mortgage debt for one and three years, respectively," said Dan Ellis, Lodgian president and chief executive officer. "These extensions give Lodgian additional time and flexibility as the company continues its efforts to refinance this debt. We remain in negotiations with the special servicer of the Merrill Lynch Fixed Rate Pool #3 in an effort to arrive at a longer term solution for this loan portfolio." Extension of Merrill Lynch Fixed Rate Pool #1 to July 1, 2010 As of July 1, 2009, the principal amount of the Merrill Lynch Fixed Rate Pool #1 was $36.5 million. The company and the special servicer for Pool #1 have agreed to two separate six-month extensions of the maturity date for this indebtedness. Assuming that the second six-month extension is exercised by the company, the maturity date of Pool #1 will be July 1, 2010. The interest rate on Pool #1 will remain fixed at 6.58% during the term of the extension. The company has paid the special servicer an extension fee of approximately $183,000 and will pay an additional extension fee of approximately $266,000 if the company chooses to exercise the second six month extension. Additionally, the company made a principal reduction payment of $2 million (reducing the principal balance of Pool #1 to $36.5 million as of July 1, 2009), and will make an additional $1 million principal reduction payment on or before December 30, 2009, if it exercises the second six month extension. The company also has agreed to make additional principal reduction payments of approximately $83,000 per month during the first six month extension and approximately $166,000 per month during the second six month extension, if exercised. Extension of Merrill Lynch Fixed Rate Pool #4 to July 1, 2012 As of July 1, 2009, the principal amount of the Merrill Lynch Fixed Rate Pool #4 was $35.1 million. The company and the special servicer for Pool #4 have agreed to extend the maturity date to July 1, 2012. The interest rate on Pool #4 will remain fixed at 6.58%. In connection with this agreement, the company paid an extension fee of approximately $175,000 and made a principal reduction payment of $500,000. The parties also have agreed to revise the allocated loan amounts for each property serving as collateral for Pool #4 and to allow partial prepayments of the indebtedness. Pursuant to this agreement, the company may release individual assets from Pool #4 by paying the lender specified amounts (in excess of the allocated loan amounts) in connection with a property sale or refinancing. The company also agreed to pay the lender an "exit fee" upon a full or partial repayment of the loan. The amount of this fee will increase each year but, assuming the loan is held for the full three year term, will effectively increase the current interest rate by 100 basis points per annum. The company also has issued a full recourse guaranty of Pool #4 in connection with this amendment. Merrill Lynch Fixed Rate Pool #3 As of July 1, 2009, the principal amount of the Merrill Lynch Fixed Rate Pool #3 was $45.7 million. The company and the special servicer are currently in negotiations concerning a long-term maturity extension for Pool #3; however, no agreement has been reached and the company can provide no assurances that the parties will reach such an agreement. The failure to pay the principal balance due upon maturity is an event of default, which gives the lender the right to institute foreclosure proceedings. In the event that the company is unable to achieve a long-term extension of Pool #3, the company expects that anticipated cash flow from the hotels securing Pool #3 may not be sufficient to meet the related debt service obligations and it may be necessary to transfer the properties securing this indebtedness to the lender in satisfaction of the company's obligations. Holiday Inn Phoenix West On May 6, 2009, the company said its efforts to sell the Holiday Inn in Phoenix, Arizona, have been unsuccessful and that the hotel's operating performance was continuing to decline. The company has concluded that this hotel's market value is less than the $9.4 million of mortgage indebtedness (unrelated to the Merrill Lynch Fixed Rate Pool indebtedness described) which encumbers the property. Accordingly, the company ceased making mortgage payments on this indebtedness in May 2009 and began discussions with the lender to return the Holiday Inn property to the lender on a consensual basis. The discussions are ongoing. On June 17, 2009, the company received notice from its lender that the mortgage indebtedness on the Holiday Inn Phoenix West had been accelerated, as anticipated. This mortgage indebtedness is non- recourse to the company (except in certain limited circumstances which the company believes do not apply in this case) and is not cross-collateralized with any of the company's other indebtedness. Since the company no longer intends to sell this hotel, this property no longer meets the criteria for classification as "held for sale." As a result, the company will reclassify the property to "held for use" in its second quarter 2009 financial statements. About Lodgian Lodgian, Inc. -- http://www.lodgian.com/-- (NYSE Alternext US: LGN) is one of the nation's largest independent hotel owners and operators. The company currently owns and manages a portfolio of 38 hotels with 7,079 rooms located in 22 states. Of the company's 38-hotel portfolio, 18 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott, Residence Inn by Marriott and Fairfield Inn by Marriott), two are Hilton brands, and five are affiliated with other nationally recognized franchisors including Starwood, Wyndham and Carlson. One hotel is an independent, unbranded property, which is currently closed and held for sale. LYLE HIRATA: Involuntary Chapter 11 Case Summary ------------------------------------------------ Alleged Debtor: Lyle K. Hirata 2513 W. 171st St. Torrance, CA 90504 Case Number: 09-26930 Involuntary Petition Date: July 2, 2009 Court: Central District Of California (Los Angeles) Judge: Barry Russell Petitioners' Counsel: Diane B. Carey, Esq. Law Offices of Diane B. Carey 3010 Wilshire Blvd., Suite 428 Los Angeles, CA 90010 Tel: (323) 586-0119 Fax: (877) 262-0281 Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Ron Brady, Sr. secured $1,500,000 2620 S Mary Pkwy Las Vegas, NV 89109 Shamika Johnson unsecured $40,000 5335 Wilshire Blvd #219 Los Angeles, CA 90036 Thomas Wilson unsecured $60,000 5335 Wilshire Blvd #428 Los Angeles, CA 90036 MANDOLIN INVESTMENT: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Mandolin Investment Group, LLC 6202 Richmanor Terrace Upper Marlboro, MD 20772 Bankruptcy Case No.: 09-22037 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: James A. Vidmar Jr., Esq. Logan, Yumkas, Vidmar & Sweeney LLC 2530 Riva Road, Suite 400 Annapolis, MD 21401 Tel: (443) 569-5977 Fax: (410) 571-2798 Email: jvidmar@loganyumkas.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 Debtor's petition, including a list of its 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb09-22037.pdf The petition was signed by John Nelson, member of the Company. MARK IV: Court Sets August 21 Deadline for Filing Claims -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has set August 21, 2009 by 5:00 p.m. (Eastern), as the deadline for general creditors to file proofs of prepetition claim in the bankruptcy cases of Mark IV Industries, Inc. and it affiliates. The governmental units have until October 28, 2009 at 5:00 p.m. (Eastern), to file proofs of claim. About Mark IV Industries Headquartered in Amherst, New York, Mark IV Industries, Inc. -- http://www.mark-iv.com/-- is a privately held leading global diversified manufacturer of highly engineered systems and components for vehicles, transportation infrastructure and equipment. The company's systems and components are designed to promote a cleaner and safer environment and include power transmission, air admission and cooling, advanced radio frequency, and information display, technologies. The company has a geographically diverse innovation, marketing and manufacturing footprint. Mark IV Industries, Inc. and 17 affiliates filed for chapter 11 on April 30, 209 (Bankr. S.D.N.Y. Lead Case No. 09-12795). Judge Stuart M. Bernstein presides over the case. Jay M. Goffman, Esq., J. Eric Ivester, Esq., and Matthew M. Murphy, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as the Debtors' counsel. David Orlofsky, Managing Director; Tadd Crane, Director; Jose Alvarez; and Jeffrey Genova at Zolfo Cooper serve as Restructuring Advisors. David Hilty and Saul Burian, Managing Directors at Houlihan Lokey, serve as Investment Bankers and Financial Advisors. Sitrick and Company acts as Public Relations Advisor. Steven M. Fuhrman, Esq., at Simpson Thacher & Bartlett LLP, represents JPMorgan Chase Bank, N.A., the First Lien Agent and the DIP Agent. Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represents the Creditors' Committee. The Debtors disclosed $100 million to $500 million in estimated assets and more than $1 billion in debts when they filed for bankruptcy. METALDYNE CORP: RHJ Extends Due Diligence Deadline to July 16 ------------------------------------------------------------- RHJ International has amended the Purchase Agreement that it entered into with Metaldyne Corporation on June 15, 2009. RHJI has agreed, subject to certain conditions, to buy certain powertrain and other Metaldyne operating assets and the stock of certain foreign subsidiaries of Metaldyne as going concerns under a court-supervised sale process pursuant to Section 363 of the U.S. Bankruptcy Code. The Purchase Agreement was amended to extend to July 16, 2009, the deadline by which RHJI must notify Metaldyne whether RHJI has completed due diligence to its satisfaction, one of the conditions to the sale. There were no other material changes to the terms of the Purchase Agreement. The amendment to the Purchase Agreement is subject to approval of the U.S. Bankruptcy Court for the Southern District of New York. As reported by the Troubled Company Reporter, a newly formed subsidiary of RHJI will purchase certain North American and all of the European assets of Metaldyne's Sintered Products, Vibration Control Products and Powertrain Products business units, as well the European Forging Products business unit and certain Asian operations. The transaction is valued at approximately $100 million including up to $25 million in cash, a new $50 million secured note and the exchange of an existing EUR15 million demand note issued by Metaldyne GmbH for a term loan to RHJI's newly formed acquisition subsidiary. In addition, RHJI has agreed to inject additional cash into the newly formed entity to fund future working capital needs. The TCR said July 3, 2009, that the Bankruptcy Court has approved auction and sale procedures for the sale of Metaldyne's powertrain business. The Bankruptcy Court has scheduled an auction of the powertrain assets for July 24, 2009, at 10:00 a.m. (Prevailing Eastern Time) at the offices of Jones Day, 222 East 41st Street, New York, New York 10017. A hearing to approve the agreement and the sale of the powertrain assets to the stalking horse bidder or another bidder at the auction is scheduled to be conducted on July 27, 2009, at 10:00 a.m. (Prevailing Eastern Time). Objections to the proposed sale must be filed with the Court so as to be actually received no later than 4:00 p.m. (Prevailing Eastern Time) on July 23, 2009. About RHJ International RHJ International (Euronext: RHJI) -- http://www.rhji.com/-- is a limited liability company incorporated under the laws of Belgium, having its registered office at Avenue Louise 326, 1050 Brussels, Belgium. It is a diversified holding company focused on creating long-term value for its shareholders by acquiring and operating businesses. About Metaldyne Corporation Headquartered in Plymouth, Michigan, Metaldyne Corporation -- http://www.metaldyne.com/-- is a wholly owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne is a global designer and supplier of metal based components, assemblies and modules for transportation related powertrain and chassis applications including engine, transmission/transfer case, wheel end, and suspension, axle and driveline, and noise and vibration control products to the motor vehicle industry. On January 11, 2007, in connection with a plan of merger, Asahi Tee Corporation in Japan acquired the shares of Metaldyne. On the same date, Asahi Tee contributed those shares to Metaldyne Holdings, and Asahi Tee thereby became the indirect parent of Metaldyne and its other units. RHJ International S.A. of Belgium now holds approximately 60.1% of the outstanding capital stock of Asahi Tec. The Company owns 23 different properties, including 14 domestic manufacturing facilities in six states, and more than 10 manufacturing facilities North America, Europe, South America and Asia. Metaldyne Corporation aka MascoTech, Inc., aka MascoTech Harbor, Inc., Riverside Acquisition Corporation and Metaldyne Subsidiary Inc. and its affiliates filed for Chapter 11 on May 27, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. For the fiscal year ended March 29, 2009, the company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the company had assets of approximately US$977 million and liabilities of US$927 million. METROMEDIA INT'L: U.S. Trustee Appoints 5-Man Creditors' Panel -------------------------------------------------------------- The United States Trustee for Region 3 named five members to the Official Committee of Unsecured Creditors in the bankruptcy cases of MIG, Inc., formerly known as Metromedia International Group, Inc. The Committee members are: * Farallon Capital Offshore Investors II, LP * Black Horse Capital * Lawrence P. Klamon * Palogic Value Fund, LP * Zazove Associates, LLC Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-group.com/-- through its wholly owned subsidiaries, owns interests in several communications businesses in the country of Georgia. The company's core businesses include Magticom Ltd., a mobile telephony operator located in Tbilisi, Georgia, Telecom Georgia, a long distance telephony operator, and Telenet, which provides Internet access, data communications, voice telephony and international access services. MIG, Inc., fka Metromedia International Group, Inc., filed for Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del. Case No. 09-12118). Scott D. Cousins, Esq., at Greenberg Traurig LLP assists the Company in its restructuring efforts. Debevoise & Plimpton LLP is the Company's special corporate counsel, while Potter Anderson & Corroon LLP is the Company's special litigation counsel. The Company listed $100 million to $500 million in assets and $100 million to $500 million in debts. MICHAEL VICK: Amends Ch. 11 Plan, Reduces Retained Properties ------------------------------------------------------------- Gary Mihoces of USA Today reports that Michael Vick has filed an amended reorganization plan. USA Today relates that instead of keeping two homes and three vehicles, as requested in his first plan, Mr. Vick decided to keep one home and one vehicle. Mr. Vick's attorneys said in court documents, "The Debtor (Vick) will retain some property but the vast majority . . . shall be assigned . . . for the benefit of the Debtor's creditors." According to USA Today, the Hon. Frank J. Santoro of the U.S. Bankruptcy Court for the Eastern District of Virginia will hold a July 31 hearing on the disclosure statement to the Plan. Judge Santoro also tentatively set a hearing for August 27 on whether to approve or reject the bankruptcy plan, USA Today states. Michael Dwayne Vick, born June 26, 1980, in Newport News, Virginia, is a suspended National Football League quarterback under contract with the Atlanta Falcons team. In 2007, a U.S. federal district court convicted him and several co-defendants of criminal conspiracy resulting from felonious dog fighting and sentenced him to serve 23 months in prison. He is being held in the United States Penitentiary at Leavenworth, Kansas. Mr. Vick is also under indictment for two related Virginia state felony charges for his role in the dogfighting ring and related gambling activity. His state trial has been delayed until he is released from federal prison. He faces a maximum 10-year state prison term if convicted on both counts. Mr. Vick filed a Chapter 11 petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the Debtor in his restructuring efforts. Mr. Vick listed assets of $10 million to $50 million and debts of $10 million to $50 million. MONSON TRUCKING: Closes End of August, To Auction Off Equipment --------------------------------------------------------------- The economy, the decline of the paper industry, and the bankruptcy of two major Canadian customers has led to Monson Trucking's decision to close by the end of August, Duluth News Tribune reports. According to Duluth News, Monson Trucking shut down its terminals in Virginia, Red Wing, and in Mauston on Wednesday. Duluth News relates that Monson Trucking planned to keep its Duluth operations open until the Company closes on or before August 31. St. Paul Business Journal states that Monson Trucking will liquidate its equipment in auctions at its Mauston and Duluth terminals in September 2009. Monson Trucking is a 200-employee trucking firm based in Duluth. It was founded in 1915. It serves the Midwest U.S. and south central Canada. MXENERGY HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service confirmed MXenergy Holdings Inc.'s Caa3 Corporate Family Rating, downgraded its Probability of Default Rating to Ca from Caa3, and confirmed the Ca rating on its floating rate senior notes due 2011. The rating outlook is negative. The rating actions reflect MXenergy's recently announced private exchange offer for its floating rate senior notes due 2011. For each $1,000 principal amount of notes exchanged, note holders electing to participate in the tender offer would receive a cash payment of approximately $138, $393 principal amount of new 13% senior secured notes due 2014 and 189 shares of MXenergy's common stock. The exchange offer is subject to several conditions, notably the refinancing of the company's revolving credit facility and hedge facility. The company is also soliciting consents from the note holders for several proposed amendments to the indenture. The proposed amendments, among other things, would eliminate certain events of defaults and substantially all restrictive covenants, including the change of control feature. Moody's views the successful culmination of the exchange offer as tantamount to a distressed exchange and would classify this transaction as a limited default when the exchange offer closes. At that time, Moody's will also re-evaluate the ratings based on the post-exchange capital structure. MXenergy's ratings have been assigned by evaluating factors that Moody's believe are relevant to the company's risk profile, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside MXenergy's core industry; MXenergy's ratings are believed to be comparable to those of other issuers with similar credit risk. The last rating action on MXenergy was on November 19, 2008, at which time the Corporate Family and Probability of Default ratings were downgraded to Caa3 and the senior unsecured note rating was lowered to Ca. MXenergy Holdings Inc. is headquartered in Stamford, Connecticut. NAVISTAR INTERNATIONAL: S&P Puts 'BB-' Rating on Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'BB-' corporate credit ratings on Navistar International Corp. and its subsidiary, Navistar Financial Corp., on CreditWatch with negative implications. The CreditWatch listing reflects S&P's decision to review the ratings in light of a number of business and financial risks, the most pronounced of which, in S&P's view, is the persistently weak outlook for commercial-vehicle demand in North America for the rest of 2009 and 2010. Net orders for new medium-duty and heavy- duty trucks remain very low, and S&P believes sales for all of 2009 could decline 50% from the already weak levels of 2008, which would mark the third consecutive yearly decline in demand. Separately, the U.S. Department of Defense on June 30 awarded a $1.05 billion contract for military armored vehicles to a competitor of Navistar. Although S&P had not explicitly assumed in S&P's financial projections and ratings that Navistar's bid would be successful, the DoD's decision eliminates a potential benefit for Navistar that would have partially offset the problems of the very weak commercial-truck industry. S&P expects Navistar to continue generating significant recurring military revenues with good profitability, even without the M-ATV contract. The company had earlier said it had firm military orders worth between $2.7 billion and $3 billion for the fiscal year ending Oct. 31, 2009, not including any M-ATV revenues. This would be a decline from about $3.9 billion in fiscal 2008, during the initial surge of production of armored trucks for use in Iraq. Navistar said yesterday that the failure to win the M-ATV contract would not affect its 2009 earnings guidance, which it had lowered on June 9, 2009, to $200 million to $225 million (excluding a settlement with Ford Motor Co.) from $370 million to $410 million. Navistar's guidance revision was unrelated to prospects for the M- ATV award and mostly reflected weaker commercial-truck sales. As part of S&P's CreditWatch review, S&P will assess whether weak industry conditions and what S&P expects to be a slower pace of military truck production could lead Navistar's free operating cash outflow to turn significantly negative for the full fiscal year ending Oct. 31, 2009. S&P had previously identified as key rating factors Navistar's ability to maintain positive free operating cash flow and cash balances of at least $500 million at the manufacturing operations each fiscal quarter end. In addition, S&P intend to assess Navistar's ability to maintain or improve its financial risk profile in fiscal 2010, given what S&P believes are limited prospects for a sharp rebound in commercial- truck demand and the potential for substantially higher mandatory pension contributions beginning in fiscal 2010. In addition, S&P intends to assess Navistar's prospects for renewing the $1.4 billion bank credit facility at NFC and bank- sponsored conduits that mature in late 2009 and early 2010. S&P currently believes any downgrade would be limited to one notch. S&P expects to resolve the CreditWatch within the next 30 days. NORTEL NETWORKS: Canada Gov't. Refused Request for Aid, CEO Says ---------------------------------------------------------------- Nortel Networks Corp. President and Chief Executive Mike Zafirovski told a parliamentary committee that the company sought financial aid from the Canadian government to avoid filing for bankruptcy protection but was turned down. The company and four of its Canadian affiliates filed for protection under the Companies Creditors Arrangement Act in Canada on January 14, 2009. Testifying before the House of Commons Finance Committee in Ottawa, Mr. Zafirovski disclosed he had discussions with Finance Minister Jim Flaherty and Industry Minister Tony Clement about the company's request for financial aid. He said the officials turned him down, however, because they were hesitant to help one company instead of an industry, Edmonton Sun reported. Mr. Clement confirmed NNC had asked for assistance but it was denied because the company's "go-forward" plan did not meet criteria for government aid, according to a report by the Wall Street Journal. During his testimony, Mr. Zafirovski also told the parliamentary committee that NNC will make an announcement within two weeks about its plans to deal with its financial troubles, CTV.ca reported. Mr. Zafirovski did not provide details on the plan but said it could involve sale of assets. He expressed confidence that the plan would save the maximum number of jobs, the report said. Mr. Zafirovski, on the advice of Nortel lawyers, originally turned down an invitation to appear before the parliamentary committee but eventually changed his mind. The committee is hearing complaints about NNC's treatment of former employees, who complained how NNC can pay executive bonuses when it has used bankruptcy protection laws to scrap payments to laid-off workers and reduce pension payments. The former employees are among the witnesses set to appear before the committee. Meanwhile, the New Democratic Party plans to introduce a motion on Friday to call for changes that would move pensioners and employees to the top of the list for creditors. "Nortel is the AVRO Arrow of the 21st Century. It is a colossal mistake to let this company go," CTV.ca quoted NDP deputy leader Thomas Mulcair, as saying. The motion will be introduced on the last day the House of Commons sits before the summer break, according to the report. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Court Approves Nokia-Led Auction for Assets ------------------------------------------------------------ Nortel Networks Inc. sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to sell a portion of the carrier network unit of NNI, Nortel Networks Limited, Nortel Networks International Inc., and Nortel Networks Corporation, to Nokia Siemens Networks B.V. for $650 million, subject to higher and better offers. The assets to be sold include the voice-only wireless technology called the Code Division Multiple Access (CDMA), and a research and development group developing the Long Term Evolution (LTE) access, designed to efficiently use wireless spectrum and speed data transmission. The Court also approved a protocol to flush out better offers for the assets. The deadline for submitting competing bids for the assets is July 21, 2009, at 4:00 p.m. (Eastern Time). If a bid from another company has been submitted, an auction will be conducted on July 24, 2009, at 9:30 a.m. (Eastern Time), at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, in New York. A full-text copy of the Nokia agreement is available without charge at: http://bankrupt.com/misc/NortelSaleAgreementNokia1.pdf http://bankrupt.com/misc/NortelSaleAgreementNokia2.pdf http://bankrupt.com/misc/NortelSaleAgreementNokia3.pdf A full-text copy of the document detailing the bidding process is available without charge at: http://bankrupt.com/misc/NortelBiddingProceduresNokia.pdf In case Nokia Siemens is not selected as the winning bidder, the Nortel units are required under their agreement to pay Nokia a break-up fee of $19.5 million, and reimburse as much as $3 million for its expenses. Prior to the signing of the agreement, the Nortel units negotiated with several other companies including their competitors for possible acquisition of the assets, according to Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware. "The sellers believe, based on their long-term consideration of potential transactions involving the carrier business and after re-canvassing the marketplace since the commencement of these chapter 11 cases, that the proposed transaction with [Nokia Siemens] represents the highest and best proposal available," Mr. Remming said in court papers. Nokia Siemens is buying substantially all of the CDMA business, but leaving behind some unprofitable international contracts. The unit had $2.2 billion in sales in 2008 and people familiar with the matter estimated its operating profit at around $700 million, the Wall Street Journal reported. The agreement with Nokia specifies that at least 2,500 employees would have the opportunity to continue with Nokia. This represents a significant portion of the employees associated with the assets being sold. "We believe the agreement signed with [Nokia Siemens] maximizes value while preserving technology innovation, our customer base and employment to the greatest extent possible," the Wall Street Journal quoted Nortel spokesman Jay Barta as saying. The research firm Dell'Oro Group expects global CDMA sales to decline from $5.9 billion last year to $1.2 billion in 2013. Some are optimistic, however, the technology will have a longer life if carriers delay upgrades, or keep legacy networks operating longer to handle voice calls, to keep it off advanced networks already straining to handle a crush of video and data traffic, the Wall Street Journal reported. Nortel has said it is advancing in its discussions with external parties to sell its other businesses. The company will assess other restructuring alternatives for these businesses in the event it is unable to maximize value through sales. Nortel President and Chief Executive Officer, Mike Zafirovski has Said, "Maximizing the value of our businesses in the face of a consolidating global market has been our most critical priority. We have determined the best way to do this is to find buyers for our businesses who can carry Nortel innovation forward, while preserving employment to the greatest extent possible. This will ensure Nortel's strong assets -- technologies, customer relationships, and employees -- continue to play an important role in driving the future of communications. The value of Nortel's wireless business is recognized throughout the industry. The agreement . . . is solid proof of that value and represents the best path forward for our other businesses." Mr. Zafirovski continued: "We also believe this will help provide clarity for our customers and employees. Customers have demonstrated consistent support for our products and services, and we want to ensure they continue to benefit from Nortel's technology and know-how. In addition, Nortel's employees are doing a tremendous job under challenging conditions, stabilizing our business and delivering outstanding service to our customers. It is important to provide our employees with a clear sense of direction around their future and potential opportunities with the new companies." The wireless business is the second largest supplier of CDMA infrastructure in the world. It does business with three of the five top CDMA operators globally, including Verizon Wireless, which operates the largest wireless voice and data network in the United States. Commenting on the wireless business announcement, Richard Lowe, President, Carrier Networks added: "Seeking a strong and stable buyer is the best path forward for our CDMA business and LTE Access assets. If successfully completed, this transaction would give many of our CDMA customers a clear roadmap for the future evolution of their networks and the opportunity to extend their relationship with a long-term partner. Further, we expect that a significant portion of the employees associated with the assets being sold would be able to continue their innovative work." Mr. Lowe continued, "Nortel has a long track record of wireless innovation which has helped us secure a strong and loyal customer base. Throughout this sale process, our customers will continue to receive the highest quality support for their current networks. If successfully concluded, the buyer would gain access to leading edge technology, know-how, and embedded resources to support this significant customer base." Nortel does not expect that the Company's common shareholders or the NNL preferred shareholders will receive any value from the creditor protection proceedings and expects that the proceedings will ultimately result in the cancellation of these equity interests. As a result, the Company said it would apply to delist its common shares and the NNL preferred shares from trading on the Toronto Stock Exchange. Trading in such shares on the TSX was suspended before the opening of trading on June 22, 2009, with the consent of the Monitor under the Canadian creditor protection proceedings, pending the TSX's decision on the delisting application. The bidding process proposed by NNI drew flak from the Official Committee of Unsecured Creditors, Pension Benefit Guaranty Corporation, MatlinPatterson Global Advisers LLC and Flextronics Telecom Systems Ltd. The parties complained that the procedures allow Nokia Siemens to submit subsequent bids at auction without meeting NNI's $5 million minimum bid increment for each round of bidding, unfairly discriminate by requiring that other bidders, but not Nokia, Siemens, provide deposits with their bids, among other things. Canadian Court Approval Sought, Monitor Supports Deal Nortel Networks Corporation and its Canadian affiliates sought and obtained a court order from the Ontario Superior Court of Justice, approving their agreement with Nokia Siemens Networks B.V. as a "stalking horse" bid, and approving the proposed bidding procedures to govern the sale of the assets. Ernst & Young Inc., as monitor of the proceedings commenced by NNC and its Canadian affiliates, delivered to the Ontario Court its fourteenth monitor report on June 23, 2009. The report provides information about the agreement entered into by NNC, Nortel Networks Limited and Nortel Networks Inc. to sell a portion of their carrier network business to Nokia Siemens. Ernst & Young recommended to the Ontario Superior Court of Justice the approval of the agreement as a "stalking horse bid" as well as the approval of the proposed bidding procedures for the sale of the carrier network unit. The firm said that the Nortel units are acting in good faith to maximize value for their assets. A motion to enforce the Canadian Court's order has already been filed in the Chapter 15 cases of NNC and its Canadian affiliates. The companies are still awaiting court approval of their request. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Gets Court Approval to Provide Aid to Units ------------------------------------------------------------ Nortel Networks Inc. and its debtor-affiliates sought and obtained the U.S. Bankruptcy Court for the District of Delaware's approval to make certain transfers and provide financial support to their non-debtor subsidiaries. The Debtors seek authorization to make loans, on a secured or unsecured basis, or equity infusions to their non-debtor subsidiaries from time to time in their business judgment in an aggregate postpetition amount not to exceed $2 million. Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, said it may inure to the benefit of the Debtors' estates to make loans or capital contributions to their subsidiaries to maintain or improve the subsidiaries' working capital positions. Before making an intercompany loan transaction or equity infusion that would result in outstanding postpetition financial support of more than $100,000, to a non-debtor subsidiary, the Debtors are required to file in Court a notice about the financial support, and furnish the Official Committee of Unsecured Creditors, the U.S. trustee and the ad hoc group of bondholders, a five days prior written notice of the proposed disbursement of financial support. In case the Creditors Committee provides the Debtors with a written objection, which could not be resolved by the parties, the Debtors are required to seek the Court's approval of the proposed financial support. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Will Provide $157 Million Interim Funding to NNL ----------------------------------------------------------------- The Nortel companies operate on an integrated basis across multiple jurisdictions and their business is based on the development, licensing and maintenance of intellectual property and the marketing of products and services based on that intellectual property. The main Nortel companies including Nortel Networks Limited, Nortel Networks Inc., Nortel Networks UK, Nortel Networks (Ireland) Limited and Nortel Networks S.A. have been the primary source of the research and development that has created Nortel's global technology footprint, the benefits of which are shared worldwide across multiple corporate entities. Meanwhile, other Nortel Group entities function primarily as sales operations, acting as intermediaries between the main Nortel companies and some customers in jurisdictions not served by the main companies. In light of this, a number of agreements have been reached to allow Nortel to operate on a global basis and to allocate profits, losses and costs, across the corporate entities within the Nortel Group. These include distribution agreements among the Nortel Group entities and the Master R&D Agreement dated December 22, 2004, among NNL, NNI, NNUK, NNIR, NNSA and others. In addition, NNL and NNI entered into a group supplier protocol agreement with Ernst & Young LLP and Ernst & Young Chartered Accountants. The Nortel Group has used "transfer pricing" to allocate profits, losses and other costs, among the various Nortel Group companies. The Master R&D Agreement serves as the governing document pursuant to which the Nortel Group implemented its transfer pricing regime using the residual profit split methodology. The Transfer Pricing Regime was designed to determine the allocation due to each of the parties for its share of the profits and losses arising from "research and development activity. The Transfer Pricing Regime typically requires that profits, losses and other costs be allocated among the affiliates during a calendar year under the Distribution Agreements and the Master R&D Agreement, and that a true-up allocation is determined after the actual results for the year are known. Within the Nortel Group, NNL is the owner of the vast majority of Nortel's intellectual property assets and, in accordance with the Master R&D Agreement, NNL licenses its intellectual property to the main Nortel companies on a royalty-free basis. The Transfer Pricing Regime, in normal times, is the means by which NNL is compensated for the development and use of its intellectual property by affiliates. NNI has historically been a net payer under the Transfer Pricing Regime largely due to the substantial sales revenue generated in the United States when contrasted with its level of research and development activity. NNL, on the other hand, has historically been a net recipient under the Transfer Pricing Regime given that it generates lower levels of revenue when compared to the high level of corporate overhead and research and development activity incurred in Canada. The U.S. Debtors originally intended to reconcile amounts owed under the Master R&D Agreement on a monthly basis in the postpetition period. However, following commencement of their bankruptcy cases, discussions began with various interested parties concerning continued payments under the Transfer Pricing Regime within the context of Nortel's worldwide insolvency proceedings. In particular, issues were raised in light of changes that have occurred and may continue to occur with respect to the Nortel companies' business model given the uncertainties facing their business. As a result, only one payment has been made with respect to amounts that could be owed under the Master R&D Agreement -- a January 2009 payment of $30 million by NNI to NNL. In addition, the EMEA Debtors have neither made nor received any payments under the Transfer Pricing Regime since the Petition Date. Without the receipt of these payments, NNL is currently facing significant liquidity pressure -- pressure that puts NNL, and thus the entire Nortel Group, at risk. Attorney for the U.S. Debtors, Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, said that NNL is important to the Nortel Group since it is the operational parent of the global Nortel enterprise. "NNL provides corporate overhead support to its affiliates throughout the world. In particular, a substantial portion of Nortel's legal, finance, strategic, insurance, procurement, human resources and real estate functions are directed on a group-wide basis from NNL's Toronto offices," Mr. Remming said. NNL also conducts a disproportionate share of the Nortel companies' research and development activities, and operates their facility located at 3100 Carling Avenue in Ottawa, which is the largest Nortel R&D facility in the world. NNL is also the legal owner of nearly all of the group's intellectual property, which it licenses to its affiliates, according to Mr. Remming. Mr. Remming related that various interested parties have been discussing possible solutions to NNL's liquidity issues for over two months. Among the possible solutions, he said, is an interim funding agreement reached by the U.S. Debtors, the Canadian Debtors, the EMEA Debtors, Ernst & Young LLP and Ernst & Young Chartered Accountants. Under the Interim Funding Agreement, NNI will make certain payments to NNL on account of postpetition services and expenses that would provide NNL with sufficient liquidity at least through September 30, 2009. According to Mr. Remming, a precise allocation of the expenses that NNL incurs and the value of the postpetition services it provides on behalf of the other Nortel Group entities would be a time-consuming and difficult endeavor in light of the integrated nature of the Nortel entities. "Any definitive and binding determination regarding the interpretation and applicability of the Transfer Pricing Regime similarly would be extremely time consuming and potentially contentious," he further said. Rather than pursue such a precise allocation or definitive and binding determination at this time, and in recognition of NNL's near term liquidity needs, the parties have agreed that an appropriate estimate of the value of the services provided and expenses incurred by NNL on behalf of NNI for the period from January 14 to September 30, 2009, is $187 million. "Such amount is equal to the amount forecasted by NNL to be owed by NNI under the Master R&D Agreement, and is substantially less than an estimate generated by Nortel of the allocation of costs to NNI on the basis of each entity's revenue generated, which indicated that NNI could be considered responsible for a higher amount in costs incurred by NNL," Mr. Remming pointed out. The Interim Funding Agreement The salient terms of the Interim Funding Agreement are: * NNI will make a total payment of US$157 million to NNL in five equal installments of US$31.4 million. * If it is determined that the value of "NNI interim obligations" is less than US$187 million (being the sum of the total payment and the January payment), then any such portion thereof (being the difference between US$187 million and the value of NNI interim obligations so determined) in excess of US$161 million will be repaid by NNL to NNI on October 30, 2009. * NNL's obligation to repay NNI will be secured by a charge against all of the assets of the Canadian Debtors. The charge will be granted by order of the Ontario Superior Court of Justice and will rank pari passu with the existing court-ordered charge in favor of Export Development Canada. * To the extent NNL seeks to use funds from the total payment for purposes other than what has been agreed, it must obtain the consent from NNI, the Official Committee of Unsecured Creditors and the ad hoc committee of bondholders. * The sum of the total payment and the January payment (being US$187 million) represents (i) the maximum payment that the U.S. Debtors may or could owe with respect to NNI interim obligations; (ii) the maximum administrative claim that any of the Nortel Debtors may have or could assert against the U.S. Debtors in any proceedings with respect to NNI interim obligations; and (iii) constitutes a full and final settlement of NNI interim obligations. A full-text copy of the Interim Funding Agreement is available without charge at: http://bankrupt.com/misc/NortelInterimFundingAgreement.pdf Mr. Remming said the Interim Funding Agreement is necessary to preserve the U.S. Debtors' estate, and that without the payment, NNL would face a potential funding crisis and harm the entities' interconnected global business operations. "Such a crisis could also complicate the U.S. Debtors' continued use of NNL's intellectual property. If NNL were to stop sharing costs with NNI, it is also likely estate resources would be wasted duplicating efforts and trying to separate out overhead between the intertwined affiliates," Mr. Remming said. In light of this, the U.S. Debtors sought and obtained a ruling from the U.S. Bankruptcy Court for the District of Delaware, approving the Interim Funding Agreement. The U.S. Debtors' request drew support from Nortel Networks UK Limited, which said that without the agreement, time-consuming litigation over the terms of the transfer pricing agreements would commence and "exert extreme liquidity pressures over the entire Nortel group." The U.K. company said that such an outcome could result in an additional cost to the Debtors in the U.S., Canada, Europe, Middle East and Africa as compared to the amounts payable pursuant to the Interim Funding Agreement. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTHEASTERN REAL: Proposes Brouse McDowell as General Counsel -------------------------------------------------------------- Northeastern Real Properties Ltd. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Ohio for permission to employ Brouse McDowell LPA as their general bankruptcy counsel. The firm will, among other things: a) advise the Debtor with respect to their powers and duties as debtor-in-possession in the continued operation of their business; b) advise the Debtors with respect to all bankruptcy matters; c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of their estates; d) represent the Debtors at all hearings on matters relating to their affairs and interest as debtor-in-possession before the Court, any appellate courts, the U.S. Supreme Court, and protecting the interest of the Debtors; and e) prosecute and defend litigated matters that may arise during these cases, including matters as may be necessary for the protection of the Debtors' rights, the preservation of estate assets, or the Debtors' successful reorganization. The firms fees will be based on the rates of its professionals: Professional Hourly Rate ------------ ----------- Marc B. Merklin, Esq. $350 Kate M. Bradley, Esq. $240 Alan A. Koschik, Esq. $275 Jesscia E. Price, Esq. $260 Susan P. Taylor, Esq. $180 Bridget A. Franklin, Esq. $145 Theresa M. Palcic, Esq. $145 The Debtors assure the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Based in Uniontown, Ohio, Northeastern Real Properties Ltd. operates a land development company that purchases tracts of undeveloped land to subdivide and sell in individual parcels. The company and its affiliates filed for Chapter 11 on June 18, 2009 (Bankr. N. D. Ohio Case No. 09-62467). The Debtors has assets and debts both less than $50 million. NRG ENERGY: Exelon's Latest Offer Is 12.4% More Than Previous ------------------------------------------------------------- Exelon Corporation has disclosed an increase in its offer to acquire all of the outstanding NRG common stock in an all-stock transaction with a fixed exchange ratio of 0.545 of a share of Exelon common stock for each NRG share, a 12.4% increase over the initial exchange offer of 0.485. Exelon's increased offer represents value of over $3 billion to NRG shareholders. Exelon also filed today with the SEC an investor presentation that will be used as part of the company's proxy solicitation for the election of nine new, independent directors to the NRG board of directors. In the presentation, Exelon cited approximately $1.5 billion of additional newly identified synergies as the primary reason for the increase. The new offer also reflects the value of NRG's recent acquisition of the Reliant Energy retail business. "We listened to NRG investors and balanced their views with the best interests of Exelon shareholders. An exhaustive analysis by our internal team, informed by the best third-party experts, resulted in additional synergies, allowing us to increase our offer to NRG shareholders," said John Rowe, chairman and chief executive officer of Exelon. "Our track record of the Unicom-PECO merger, cost-cutting initiatives, and fleet optimization proves we can deliver this further value to Exelon and NRG shareholders. This is our best and final offer, and we will use the time leading up to the NRG annual meeting on July 21 to communicate the value of our new offer to NRG shareholders, encouraging them to vote for nine new independent directors who can unlock that value." Exelon's more detailed analysis of NRG's structure, cost platform and operations assumes that the company would not only absorb NRG but also integrate and transform it. This approach, plant benchmarking, and application of Exelon's management model to NRG's assets yielded an estimated present value of $3.6 billion to $4.0 billion in operational synergies from areas including corporate/IT, fossil and nuclear fleet, trading, development, and retail operations. It reflects a 30 percent reduction in NRG's O&M expense, which is consistent with prior power sector transactions and reflects Exelon's track record of delivering cost reductions. In the presentation, Exelon also shared details on its financing plan to maintain its investment grade credit ratings while optimizing long-term shareholder value. Exelon says it is confident, based on discussions with its outside advisors, that the company will be able to meet all financing needs associated with the transaction, including the re-financing of $4.7 billion of NRG's senior notes and other NRG debt, if necessary, while maintaining investment grade credit ratings. Exelon says it continues to pursue NRG because of the long-term value that can be created by industry consolidation. Exelon believes that the scope, scale and diversified risk of the combined company will allow it not only to withstand the ever- changing forces of the markets and regulation but also to grow and create more value than each company could on its own. Exelon says its offer will create immediate value for NRG shareholders and a commensurate value for Exelon shareholders. NRG shareholders will benefit from Exelon's stronger investment grade balance sheet, low-carbon nuclear fleet, operating excellence, and a $600 million share in the synergies resulting from the combination. Exelon shareholders benefit from NRG's assets, cash flow, and its own share of the synergies. "Together, the two companies would become the first national generation company," said Mr. Rowe. "There is no model that can do more for shareholders of both companies than an Exelon-NRG combination." About NRG Headquartered in Princeton, NRG Energy, Inc., owns and operates power generating facilities, primarily in Texas and the northeast, south central and western regions of the United States. NRG also owns generating facilities in Australia and Germany. As reported by the Troubled Company Reporter on June 4, 2009, Moody's Investors Service assigned a B1 rating to NRG Energy, Inc.'s planned issuance of up to $700 million of senior unsecured notes due 2019, and affirmed the company's other ratings, including its Corporate Family Rating and Probability of Default Rating at Ba3 along with its speculative grade liquidity rating of SGL-1. Moody's also assigned ratings to the company's shelf registration for the issuance of senior secured debt, senior unsecured at (P)Ba1 and (P)B1, respectively, and at (P)B2 for the issuance of subordinated debt and preferred stock. NRG's ratings continue to be under review for a possible upgrade where they were placed on November 12, 2008, as a result of the announced tender offer for the company by Exelon Corporation (Exelon: Baa1 senior unsecured; under review for possible downgrade). NRG ENERGY: Beefed Up Offer Doesn't Affect S&P's Rating on Exelon ----------------------------------------------------------------- Standard & Poor's Ratings Services' 'BBB' long-term corporate credit rating on Exelon Corp., Exelon Generation Co. LLC, and PECO Energy Co. remain on CreditWatch with negative implications following Exelon's revised offer to acquire NRG Energy Inc. (BB- /Watch Pos/B-2). The 'BBB-' corporate credit rating on affiliate Commonwealth Edison Co. also remains on CreditWatch with negative implications. The CreditWatch listing reflects Exelon's willingness to weaken its business risk profile by acquiring a merchant power generation company with a weaker business profile and considerably greater leverage. NRG's board and management have steadfastly opposed Exelon's proposal of a 0.485 share exchange ratio, which resulted in a proxy fight. On July 2, 2009, Exelon increased the ratio to 0.545, a 12.4% increase. It is not certain whether the enhanced offer will generate sufficient NRG shareholder willingness to tender. Such interest had declined to 12% by June from 51% in February 2009 as the exchange ratio has moved in favor of NRG. The NRG shareholder vote is scheduled for July 21, 2009, and will include a contest for the composition of NRG's Board of Directors, which Exelon wants expanded to 19 from 14 by nominating nine directors to the board. S&P will provide CreditWatch updates from time to time as appropriate, but expect to resolve the CreditWatch at or near the consummation of the transaction, or if the offer is withdrawn. NRG ENERGY: Moody's Continues Review on Ba3 Corp. Credit Rating --------------------------------------------------------------- Moody's Investors Service is continuing its rating review of Exelon Corporation (Baa1 senior unsecured; under review for downgrade) and subsidiaries Exelon Generation Company, LLC (A3 senior unsecured; under review for downgrade) and PECO Energy Company (A3 Issuer Rating; under review for downgrade) as well as its rating review of NRG Energy, Inc. (Ba3 Corporate Family Rating; under review for upgrade) following the announcement that Exelon increased the exchange ratio of its tender offer for the common stock of NRG by 12.4% to a ratio of 0.545 of Exelon common stock for each share of NRG common stock from a ratio of 0.485 of Exelon common stock for each share of NRG common stock. "While uncertainties continue to exist concerning whether this transaction will be completed, Moody's believes that should the current transaction be completed multiple notch rating changes remain possible at both Exelon and NRG, although Exelon should be able to maintain an investment grade profile at the parent and at each of its subsidiaries", said A.J. Sabatelle, Senior Vice President at Moody's. Moody's observes that in addition to increasing the exchange ratio for the NRG shares, Exelon plans to raise $2.7 billion from the sale of assets and from the sale of mandatory convertible securities or common stock. While execution risk clearly exists in this financing plan and uncertainty remains concerning Exelon's ability to obtain the revised planned synergies from the merger, the financing plan to de-lever the consolidated merged company, if completed, should help Exelon maintain an investment grade rating at the parent and its operating subsidiaries. Based upon Moody's understanding of the transaction, Moody's calculates the ratio of cash flow (CFO-pre W/C) to adjusted debt for the consolidated company to likely exceed 30% while the ratio of retained cash flow to adjusted debt for the consolidated company to likely in excess of 20%. Cash flow coverage of interest expense for the consolidated firm is likely to be more than 5.0x, and the combined firm should be free cash flow positive. These credit metrics, which incorporate Moody's standard adjustments, reflect an investment grade profile for a company whose primary business is unregulated wholesale power generation. Notwithstanding Moody's views on the credit quality of the combined profile, Moody's observes that there are several uncertainties that remain with respect to the transaction. An important milestone concerning the likelihood of a transaction occurring is the outcome of NRG's annual shareholders meeting, scheduled for July 21st, as well as the outcome of the most recent tender offer scheduled to expire on August 21st. Regulatory approval still remains an outstanding issue for several state and federal regulatory authorities and execution risk and uncertainty exist concerning the final elements of the financing plan, including the level of liquidity for the combined company, should a transaction proceed. This is particularly relevant given the amount of existing hedges in place at both generation companies. The rating review continues to assess the credit implications of the proposed merger on the prospective credit metrics of Exelon, ExGen, and NRG, and factors in the benefits of a larger, more diverse generation company, the ability to achieve potential synergies from the combination, the credit implications on the consolidated profile from subsequent asset sales, the possibility of common equity or convertible securities being raised and the financing costs associated with completing the transaction. The review will consider the rating implications for each legal entity once the final legal structure is known, and will assess the liquidity implications for the combined company given the challenges that continue within the bank market for raising traditional working capital facilities. Headquartered in Chicago, Exelon is the holding company for non- regulated subsidiary, ExGen and for regulated subsidiaries, Commonwealth Edison Company (Baa3 senior unsecured debt; stable outlook) and PECO. At December 31, 2008, Exelon had total assets of $47.8 billion. Headquartered in Princeton, NRG owns and operates power generating facilities, primarily in Texas and the northeast, south central and western regions of the United States. NRG also owns generating facilities in Australia and Germany. NRG ENERGY: Revised Offer Won't Affect Fitch's Rating on Exelon --------------------------------------------------------------- According to Fitch Ratings, the increase in Exelon Corp.'s offer to acquire NRG Inc. does not affect the credit impact of the proposed acquisition. The 'BBB+' Issuer Default Ratings of EXC and those of its wholesale electric generation subsidiary Exelon Generation Company, LLC, remain on Rating Watch Negative. The revision of the stock for stock exchange offer to .545 EXC shares (from .485 shares) for each NRG (IDR 'B' on Watch Evolving) share has no cash impact on EXC. The Negative Watch reflects the increase in leverage that results from the assumption of approximately $8.8 billion of NRG debt and preferred stock. Resolution of the Negative Watch will also consider the cash flow impact of lower gas and energy prices, which are expected to persist for several years, the increased capital expenditures associated with ExGen's recently announced nuclear uprate program and the impact of planned asset sales. The revised exchange offer is valued at approximately $7.2 billion; including the debt and preferred stock assumption increases the enterprise value to approximately $16 billion. The ratings of EXC's regulated utility subsidiaries PECO Energy Co. and Commonwealth Edison (Comed) are not affected by the rating action. A full list of the ratings is shown below. EXC enters this transaction in a strong credit position relative to its existing ratings, which provides a cushion against the additional debt and interest expense to be incurred to complete this transaction. Consequently, Fitch anticipates the ratings of EXC and ExGen will remain in the investment grade category. EXC management has announced it intends to use proceeds from the planned issuance of $1.1 billion of equity or mandatory convertible debt and asset sales to reduce debt. Management estimates asset sales will net aggregate proceeds of $1.6 billion. Completion of the transaction is subject to refinancing risk since all of the NRG debt contains change of control provisions. Approximately $5.4 billion of the NRG debt is publicly traded bonds and the remainder bank debt. Completion of the transaction is also subject to regulatory approval in four states (Texas, New York, Pennsylvania and California), the Federal Energy Commission (FERC) and the Department of Justice. Shareholder acceptance of the revised offer should be apparent shortly after the NRG shareholders' meeting scheduled for July 21, 2009. EXC has nominated four directors to run in opposition to the incumbent directors up for re-election and has submitted a resolution to increase the size of the NRG board to 19 Directors from 14 Directors. These ratings are unchanged and remain on Rating Watch Negative: Exelon Corp. -- IDR 'BBB+'; -- Senior unsecured debt 'BBB+'; -- Commercial paper 'F2'; -- Short-term IDR 'F2'. Exelon Generation Co., LLC -- IDR 'BBB+'; -- Senior unsecured debt 'BBB+'; -- Commercial paper 'F2'; -- Short-term IDR 'F2'. These ratings are unchanged: PECO Energy Co. -- IDR 'BBB+'; -- First mortgage bonds 'A'; -- Preferred stock 'BBB+'; -- Commercial paper 'F2'; -- Short-term IDR 'F2'. PECO Energy Capital Trusts III -- Preferred stock 'BBB+'. PECO Energy Capital Trusts IV -- Preferred stock 'BBB+'. Commonwealth Edison Co. -- IDR 'BB+'; -- First mortgage bonds 'BBB'; -- Senior unsecured debt 'BBB-'; -- Preferred stock 'BB'; -- Commercial paper 'B'. ComEd Financing Trust III -- Preferred securities 'BB'. OPUS EAST: Has Up to $500MM in Debts; Creditors Meeting on July 22 ------------------------------------------------------------------ Court documents say that Opus East LLC listed $100 million to $500 million in debts, against $50 million to $100 million in assets in its Chapter 7 petition. Daniel J. Sernovitz at Baltimore Business Journal reports that Opus East's creditors include: -- CB Richard Ellis Inc. in Baltimore; -- Century Engineering; -- the Economic Alliance of Greater Baltimore; -- KLNB LLC; -- American Office Equipment Co. Inc.; -- Miles & Stockbridge; -- Ober, Kaler, Grimes & Shriver; -- Rummel, Klepper & Kahl LLP; -- Johns Hopkins University; -- Colliers Pinkard; -- the Greater Baltimore Committee; and -- Citizens Bank of Pennsylvania. A creditors meeting will be held on July 22, Baltimore Business relates. Rockville-based Opus East LLC has developed more than 13.3 million square feet of space since starting operations in 1994. It filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the District of Delaware. PALMETTO PAVILIONS: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Palmetto Pavilions, LLC 929 North Lake Drive Lexington, SC 29072 Bankruptcy Case No.: 09-04847 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court District of South Carolina (Columbia) Judge: David R. Duncan Debtor's Counsel: Jane H. Downey, Esq. Moore Taylor & Thomas PA 1700 Sunset Blvd PO Box 5709 West Columbia, SC 29171 Tel: (803) 796-9160 Email: jane@mttlaw.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 Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/scb09-04847.pdf The petition was signed by Sylvia Beaver, president of the Company. PANOLAM INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'D' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on decorative panels producer Panolam Industries International Inc. to 'D' from 'SD'. In addition, S&P lowered the issue-level rating on the company's senior secured credit facilities to 'D' from 'CC'. The recovery rating on the credit facilities is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default. "The rating actions stem from the company's announcement that it will not make the excess cash flow or interest payments as outlined in the terms of its forbearance agreement, which expired on June 30, 2009," said Standard & Poor's credit analyst Pamela Rice. Under the agreement, Panolam was required to make an excess cash flow payment to senior lenders for fiscal year 2008 on or before June 30, 2009. As a result, S&P considers a default to have occurred regarding the missed excess cash flow payment. The company also stated it is continuing discussions with its senior lenders regarding possible restructuring alternatives, and that it has reached an agreement in principle with noteholders holding two-thirds in principal amount of its subordinated notes to pursue a restructuring that will reduce its debt by about 50%. Panolam had adjusted debt of $368 million on March 31, 2009. S&P will review the '3' recovery rating on Panolam's senior secured credit facilities and the '6' recovery rating on the company's subordinated notes when details of these restructuring plans are available. Panolam entered into a forbearance agreement with its senior lenders on March 31, 2009. Under the agreement, lenders agreed to forbear exercising any rights and remedies related to the Feb. 27, 2009, notice of default under the company's senior secured credit facility due to covenant violations until June 30, 2009. The agreement also prohibited Panolam from making the April 1, 2009, interest payment on its $151 million senior subordinated notes due 2013. PAUL REINHART: Plan Solicitation Period Extended to December 9 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has extended Paul Reinhart, Inc.'s exclusive right to solicit acceptances of its proposed joint plan of liquidation until December 9, 2009. At the conclusion of the May 28, 2009 scheduling conference to discuss the plan proponents and the lenders' differences with respect to discovery issues, the Court adjourned the hearing on the disclsure statement in support of the plan proponents' joint plan of liquidation until August 4, 2009, at 9:00 a.m. In their motion, the Debtor told the Court that an extension of the exclusive solicitation period is necessary as based on the parties' estimates as to confirmation discovery and the potential length of a confirmation trial, a hearing to consider confirmation of the Plan is not likely to commence until sometime in November 2009. On April 13, 2009, Paul Reinhart Inc. filed with the Court a disclosure statement in support of its proposed Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code, which is co- sponsored by the official committee of unsecured creditors appointed in the case. Under the Plan, each holder of an allowed general unsecured claim, with a total estimated amount of $146.3 million, will recover between 22% and 27 of its claim. A full-text copy of the disclosure statement in support of the plan proponents' joint plan of liquidation under Chapter 11 of the Bankruptcy Code, dated as of April 13, 2009, is available for free at http://bankrupt.com/misc/PaulReinhart.DS.pdf About Paul Reinhart Based in Richardson, Texas, Paul Reinhart Inc. is a cotton merchant serving organic and traditional growers and textile mills. The company, which filed for Chapter 11 bankruptcy on October 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed futures losses and its inability to attain adequate financing for the bankruptcy filing. Deborah M. Perry, Esq., E. Lee Morris, Esq., and Lee Jacob Pannier, Esq., at Munsch Hardt Kopf & Harr, P.C.; and Joseph M. Coleman, Esq., at Kane, Russell, Coleman & Logan, represent the Debtor as counsel. The U.S. Trustee for Region 6 appointed creditors to serve on an Official Committee of Unsecured Creditors in this case. Michael R. Rochelle, Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P., represent the Committee as counsel. As reported in the Troubled Company Reporter on December 5, 2008, the Debtors' schedules disclosed total assets of $143,943,710 and total debts of $247,421,595. As of March 31, 2009, the Debtor's unaudited balance sheet showed $47,209,570 in total assets and $169,258,640 in total liabilities. PAVESTONE PLUS: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pavestone Plus, Inc. dba Tetrus Building Materials 3025 Mill Street Reno, NV 89502 Bankruptcy Case No.: 09-52155 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. Belding, Harris & Petroni, Ltd 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@renolaw.biz Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 15 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb09-52155.pdf The petition was signed by Thomas P. Conners, president of the Company. PILGRIM'S PRIDE: DIP Lenders OK Entry to Surety Facility -------------------------------------------------------- Upon review of their business operations, Pilgrim's Pride Corporation and its debtor affiliates have determined that certain technical and other amendments are necessary to the DIP Credit Agreement to maximize the value to the Debtors' estates for the benefit of their constituencies. In this regard, the Debtors sought and obtained authority from Judge D. Michael Lynn to enter into a second amendment to the Postpetition Credit Agreement by and between the Debtors, the DIP Lenders and Bank of Montreal. Richard Cogdill, the Debtors' Chief Financial Officer, says the parties have agreed to amend the DIP Credit Agreement to: * provide that monthly operating reports can be delivered to the agent for the DIP Lenders no later than 20 days after the last day of every calendar month, rather than the fiscal month, in order to be consistent with the deadline to file monthly operating reports with the Court; and * enable the Debtors to enter into a postpetition surety facility with Liberty Mutual Insurance Company, including posting of additional collateral to secure both the existing surety bonds and any bonds issues under the DIP Surety Facility. A full-text copy of the Amended DIP Credit Agreement is available for free at http://bankrupt.com/misc/ppc_2nd_dipcreditagrmnt.pdf Judge Lynn decreed that the liens, mortgages and security interests granted by the Final DIP Order will be binding on the Debtors even if the Final DIP Order, the First DIP Amendment Order and the Second DIP Amendment Order is reversed or modified on appeal. Furthermore, Judge Lynn ruled that the Second DIP Amendment Order and the Second DIP Financing Amendment will supplement the Final DIP Order and the DIP Final Order, as supplemented, will continue in full force and effect. About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the Company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The Company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi, and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The Company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: Employees File Class Suit for Overtime Wages ------------------------------------------------------------- Anna Atkinson, Antione Gerald, Angela Evans, Wesley Harris, Ringo Morrison, Eric Frederick and Pertina Hardnick, individually and on behalf of all others similarly situated, filed an adversary proceeding against Pilgrim's Pride Corp. and its affiliates to recover unpaid overtime wages brought under the Fair Labor Standards Act. The Putative Class Members are current and former poultry process employees of the Debtors' Sumter, South Carolina; Sanford and Siler City, North Carolina; and Guntersville, Alabama facilities during the time period May 26, 2006, up to the present. The Putative Class Members complain that they were required to work "off the clock" and were not paid overtime for all hours worked in excess of 40 hours a week in accordance with the FLSA. Specifically, the Putative Class Members assert they weren't properly compensated for: (a) obtaining required protective gear and hygiene related equipment from the designated areas in the plant; (b) walking to and from the workstation, the processing line or both; (c) donning and doffing protective gear and hygiene-related equipment before their shift started, during their shift, unpaid meal periods, and after their scheduled shift was over; (d) waiting for their shift to begin or for their relief to arrive; (e) washing and cleaning their tools or other equipment; and (f) generally performed pre- and post-shift activities which were required by the company and were necessary to the performance of their job. Andrea S. Ducayet, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, asserts that the Debtors knowingly carried out their illegal practice of failing to pay the Putative Class Members overtime compensation. The decision by the Debtors not to properly pay overtime compensation to poultry division hourly employees was neither reasonable nor in good faith, Ms. Ducayet further asserts. The Putative Class Members assert that under the FLSA, they are entitled to overtime wages in an amount equal to one and one-half times their rate of pay. The Putative Class Members also ask the Court for liquidated damages equal in amount to the unpaid compensation due to the Plaintiffs, attorney's fees, costs and interest. About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the Company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The Company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi, and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The Company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: Enters into $18 Million DIP Surety Facility ------------------------------------------------------------ To continue bonding their various business operations, Pilgrim's Pride Corp. and its affiliates seek the U.S. Bankruptcy Court for the Northern District of Texas' authority to enter into an agreement with Liberty Mutual Insurance Company: (i) to establish a $18,000,000 DIP Surety Facility; (ii) for the Debtors to assume the liabilities and obligations under the prepetition General Agreement of Indemnity dated December 24, 2002; and (iii) post additional collateral in the approximate amount of $6,200,000 to secure the Debtors' obligations under the DIP Surety Facility. Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, relates that prior to the Petition Date, Liberty provided a surety facility for the Debtors. In that capacity, Liberty posted numerous bonds on the Debtors' behalf under the Prepetition Agreement by which the Debtors agreed to reimburse Liberty for any loss, damage or expense which it incurs by reason of any bonds issued on behalf the Debtors. Currently, the Debtors have approximately $13,000,000 existing bonds that remain outstanding. The Debtors' reimbursement obligation to Liberty is currently backed by a letter of credit for $6,000,000, of which only $3,800,000 remains available due to certain obligees drawing on some of the bonds postpetition. Certain of the Debtors' Existing Bonds are set to expire as early as end of June 2009 and need to be either re-extended or replaced. Extension on these bonds is crucial to the Debtors' ongoing business, Mr. Youngman asserts. Liberty has agreed to provide the Debtors the DIP Surety Facility during these Chapter 11 cases to allow the Debtors to renew the Existing Bonds and obtain additional bonds during in the duration of the Debtors' Chapter 11 cases, he avers. The principal terms of the DIP Surety Facility are: * Liberty will provide an $18,000,000 DIP Surety Facility, which will expire on the effective date of a confirmed Plan of Reorganization; * As support for the Debtors' reimbursement obligations to Liberty under the DIP Surety Facility, the Debtors will post the Additional Collateral for all bonded and indemnity obligations owed to Liberty by the Debtors, including those arranged under the Existing Bonds; * Although Liberty will have the discretion whether to issue any bond under the DIP Surety Facility, Liberty has agreed to renew the Existing Bonds once during these Chapter 11 cases, if and when requested by the Debtors; * The premium on the bonds issued or renewed under the DIP Surety Facility will be charged at a net rate of $10 per 1,000 of the bond penal sum, provided that the minimum premium for the issuance of any single bond will be $100; * The Debtors will assume the liabilities and obligations under the Prepetition Agreement. These liabilities and obligations are contingent in nature, and relate to the Debtors' ongoing operations. A full-text copy of the DIP Surety Facility Term Sheet is available for free at: http://bankrupt.com/misc/ppc_DIPsurety_termsht.pdf A full-text copy of the General Agreement of Indemnity is available for free at: http://bankrupt.com/misc/ppc_gen_indemnity_agrmnt.pdf A full-text copy of the addendum to the December 24, 2002, General Indemnity Agreement is available for free at: http://bankrupt.com/misc/ppc_gen_indemnty_agrmt_add.pdf A schedule of the Existing Bonds is available for free at http://bankrupt.com/misc/ppc_existingbonds.pdf * * * Judge D. Michael Lynn authorized the Debtors to enter into the DIP Surety Facility on the terms set forth on the Term Sheet. Judge Lynn also approved the Debtors' assumption of the liabilities and obligations under the Prepetition Agreement, effective upon the closing of the DIP Surety Facility. Judge Lynn directed Liberty Mutual to withdraw its proofs of Claim filed under the Debtors' Chapter 11 cases and to immediately file a notice of withdrawal following the closing of the DIP Surety Facility. About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the Company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The Company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi, and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The Company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: U.S. Trustee Appoints 2 to Equity Committee ------------------------------------------------------------ William T. Neary, United States Trustee for Region 6, appointed two members to the official committee of equity security holders in the Chapter 11 cases of Pilgrim's Pride Corporation and its debtor affiliates: (1) M & G Investment Management Ltd. Attn: PPM America, as agent/Joel Klein 225 W. Wacker, Suite 1200 Chicago, Illinois 60606 Tel No: (312) 634-2559 Fax No: (312) 634-0728 E-mail: joel.klein@ppmamerica.com (2) Michael Cooper 4825 E. Crystal Lane Paradise Valley, Arizona 85253 Tel No: (602) 510-6633 Fax No: (480) 807-4995 E-mail: mcooper@krsearch.net About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the Company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The Company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi, and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The Company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: Wendy's Wants Pennsylvania Litigation Stayed ------------------------------------------------------------- Wendy's International Inc., in an adversary proceeding, asks the U.S. Bankruptcy Court for the Northern District of Texas to extend the automatic stay to the product liability action it co- defends with the Debtors in the Court of Common Pleas of Westmoreland County, in Pennsylvania. In the alternative, to the extent the Bankruptcy Court does not extend the automatic stay, Wendy's asks the Bankruptcy Court to lift the automatic stay to allow it to defend itself in the Pennsylvania Litigation. Wendy's counsel, Mark E. MacDonald, Esq., at MacDonald + MacDonald, P.C., in Ontario, Texas, relates that the Debtors have a contractual indemnification obligation to Wendy's for the amount of any judgment entered into the Pennsylvania Litigation as well as any associated defense costs pursuant to the Supplier Agreement between Wendy's and the Debtors. In the Pennsylvania Litigation, Wendy's asserted a cross-claim seeking that (i) in the event a verdict is entered in favor of Lorrie and Lawrence Redmonds -- the plaintiffs in the Pennsylvania Litigation -- and against Wendy's that the Debtors be held liable to Wendy's for contribution or indemnity, and (ii) to recover the attorneys' fees spent by Wendy's from the Debtor. Mr. MacDonald asserts that the automatic stay should be extended to the Pennsylvania Litigation. Because of the indemnification claim by Wendy's against the Debtors and the role played by the Debtors in the incident subject to the Litigation, it is anticipated that the Debtors or their representative will be required to expend significant time, resources and expense relating to the discovery process and an eventual trial of the Litigation if it is not stayed. Thus, outcome of the Litigation will have an effect on the Debtor's estate, he avers. About Pilgrim's Pride Corp. Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the Company owns 34 processing plants in the United States and 3 processing plants in Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The Company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico, and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi, and Utah. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC, is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The Company's claims and noticing agent is Kurtzman Carson Consulting LLC. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PLASTIC ENGINEERING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Plastic Engineering Solutions, Inc. dba Foamacell USA 611 Alicia Road Lakeland, FL 33801 Bankruptcy Case No.: 09-14431 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: Buddy@tampaesq.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-14431.pdf The petition was signed by Brian T. Brandt, president of the Company. PROLIANCE INT'L: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Proliance International, Inc. aka Godan aka Ready-Rad aka Ultra-Seal aka Modine aka Truck Tough aka Ready-Aire aka Modine Aftermarket Holdings, Inc. aka Transpro aka Tractor Tough aka Air Pro Quality Parts 100 Gando Drive New Haven, CT 06513 Bankruptcy Case No.: 09-12278 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Proliance International Holding Corporation 09-12279 Aftermarket LLC 09-12281 Aftermarket Delaware Corporation 09-12282 Type of Business: The Debtors make automobile parts. See http://www.pliii.com/ Chapter 11 Petition Date: July 2, 2009 Court: District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtor's Counsel: Christopher M. Samis, Esq. samis@rlf.com Daniel J. DeFranceschi, Esq. defranceschi@rlf.com Richards, Layton & Finger PA One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 The Debtors' financial condition as of June 22, 2009: Total Assets: $160.3 million Total Debts: $133.5 million The Debtor's' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Enterex Industrial Co. Ltd. trade debt $17,159,030 #5, Lane 796, Ming-Sheng Road Taoyuan, Taiwan 330 Tel: (886) 33559435 Fax: (886) 33556588 Transtec Global Group trade debt $11,780,507 25 Mountaincrest Drive Cheshire, CT 06410 Tel: (203) 271-3753 Fax: (203) 271-0371 U&C Auto Parts Co. Ltd. trade debt $2,597,415 A-9 Building 8 East Shengtai Road, Nanjing China Tel: (86) 2552129310 Fax: (86) 2552129931 Alcoa Mill Products trade debt $1,845,151 PO Box 7777-W5035 Philadelphia, PA 19175-5035 Tel: (800) 431-8660 Fax: (610) 458-4647 Lutava Netherlands BV trade debt $1,372,542 129 Fairfield Way Bloomingdale, IL 60108 Tel: (630) 582-5450 Fax: (630) 980-8891 Foshan Guang Dong Automotive trade debt $1,192,340 Hi-Tech Ind. Dev. Zone Gangkou Road Foshan, Guandong Providence China 528041 Tel: (86) 75783318960 Fax: (86) 75783822088 President Automobile trade debt $1,173,970 Industries Ltd. 26/5 MOO 9, Satethakit Road Suanluang, Krathumban, Samutsakon Bangkok, TH 74110 Tel: (662) 810-9900 Fax: (662) 810-0519 Lumei Auto Radiator trade debt $1,142,124 Taian Hi-Tech Development Zone East Distri, Tiaan Shandong China 271000 Tel: (86) 5388628679 Fax: (86) 5388628655 Sapa/Norca Heat Transfer trade debt $918,684 Tianjin Xingyu Auto Part Co. trade debt $878,026 Luvata Sweden AB trade debt $810,274 Yellow Transportation Inc. trade debt $559,140 Ange Industries Ltd. trade debt $510,895 Southern Motor Trans Inc. trade debt $327,155 Jensen Auto trade debt $224,006 WR Zanes & Company of LA Inc. trade debt $211,970 Roadway Express Inc. trade debt $209,116 Santech Industries Inc. trade debt $203,876 Guangzhou Dongyuan Scrool Ind. trade debt $174,294 Co. Ltd. M&K Logistics Inc. trade debt $169,629 Sealed Air Corporation trade debt $163,520 Rebuilders Automotive Supply trade debt $155,896 Inc. FedEx Freight East trade debt $143,310 Chiping Luhuan Auto Radiator trade debt $131,560 Co. Ltd. FedEx National LTL trade debt $129,018 Rayloc/RMDS trade debt $117,744 Saia Motor Freight Lines Inc. trade debt $117,389 Metrican Stamping Company trade debt $115,278 Inc. Jeffries & Company Inc. trade debt $101,039 Legget & Platt Inc. trade debt $98,332 The petition was signed by Arlen F. Henock, executive vice president and chief financial officer. PROVIDENT ROYALTIES: Taps Bridge Associates as Financial Advisor ---------------------------------------------------------------- Provident Royalties LLC and its debtor-affiliates ask the U.S Bankruptcy Court for the Northern District of Texas for permission to employ Bridge Associates LLC as their financial counsel. The firm will, among other things, manage the Debtors restructuring process to: -- develop possible restructuring plans or strategic alternatives for maximize value for stakeholders; -- negotiate with lenders, vendors, suppliers and other stakeholders in connection with a restructuring including with respect to interim or other financing and any restructuring process; and -- manage and oversee asset sale and propose plans of reorganization or liquidating. The firm's professionals and compensation rates are: Designation Hourly Rate ----------- ----------- Managing Directors, Directors $465-$600 Principals and Senior Consultants Senior Associates & Consultants $350-$475 Associates or Consultants $200-$350 Administration/Paraprofessionals $90-$150 The Debtors assure the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Provident Royalties LLC owns working interests in oil and gas properties primarily in Oklahoma. Provident and its affiliates filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No. 09-33886). Judge Harlin DeWayne Hale presides over the case. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company estimated assets and debts of $100 million to $500 million. PROVIDENT ROYALTIES: Hires Patton Boggs as Bankruptcy Counsel ------------------------------------------------------------- Provident Royalties LLC and its debtor-affiliates ask the U.S Bankruptcy Court for the Northern District of Texas for permission to employ Patton Boggs LLP as their bankruptcy counsel. The firm will, among other things: a) prepare on behalf of the Debtors all necessary applications, motions, complaints, answers, orders, reports, and other legal papers; b) assist the Debtor in the preparation of all documents, reports, and papers necessary for the administration of the Chapter 11 cases; c) give legal advice with respect to the powers and duties of the Debtors as debtor-in-possession in the Chapter 11 cases; d) appear in court to protect the interests of the Debtor before the Court; and e) attend at meetings as requested by the Debtors; The firm will charge the Debtors' estates fees based on these rates: Professional Designation Hourly Rate ------------ ----------- ----------- Robert W. Jones, Esq. Partner $700 Brent R. McIlwain, Esq. Partner $550 Kristen Beall, Esq. Associate $315 Brian Smith, Esq. Associate $290 The Debtors assure the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Provident Royalties LLC owns working interests in oil and gas properties primarily in Oklahoma. Provident and its affiliates filed for Chapter 11 on June 22, 2009 (Bankr. N.D. Tex. Case No. 09-33886). Judge Harlin DeWayne Hale presides over the case. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company estimated assets and debts of $100 million to $500 million. PYRAMIDS CHILD: Court Lifts Ch 11 Bankruptcy Protection; To Close ----------------------------------------------------------------- Joe LoTemplio at The Press Republic reports that Pyramids Child Development Center will be closing, after the U.S. Bankruptcy Court for the Northern District of New York lifted the Chapter 11 bankruptcy protection on the Company, at the behest of the court- appointed trustee. According to The Press Republic, Pyramids Child is closed this week for vacation and won't re-open on July 6. Court documents say that Pyramids Child owes the federal government almost $400,000 in tax withholdings from 2008 that it hasn't paid. Richard H. Weiskopf, an attorney for Clinton County, said that Pyramids Child also owes the county some $29,000 for overpayment for services, but the county recouped most of that by withholding payments to the Company, The Press Republic relates. The Press Republic states that Pyramids Child's biggest creditor is Champlain National Bank, which reportedly holds $800,000 in claims. The report quoted Champlain National Bank President Jon Cooper as saying, "We will exercise our rights provided to us by the courts to protect our assets. We will secure our assets and bring the liquidation process for what we have liens on." Citing Mr. Cooper, The Press Republic says that Champlain National agreed to pay wages to Pyramids Child workers up to the latest pay period. "We don't have to do that, but it is the right thing to do," Mr. Cooper said, according to the report. Pyramids Executive Director Melissa Dorsett-Felicelli, according to The Press Republic, said that Champlain National is expected to assume the Route 22B facility with all the contents. Based in Morrisonville, New York, Pyramids Child Development Center -- http://pyramidscdc.org/-- provides child care, early intervention and education for preschool & special children. The Debtor and its affiliate, Dorsett-Felicelli, Inc., filed for Chapter 11 protection on December 5, 2007 (Bankr. N.D. N.Y. Case No. 07-13344 and 07-13345). Richard L. Weisz, Esq., at Hodgson Russ, LLP, represents the Debtors in their restructuring efforts. When the Center filed for protection from its creditors, it listed $1,947,021 in total assets and $1,154,664 in total liabilities. Affiliate Dorsett-Felicelli, Inc., listed total assets of $120,000 and $986,797 in total liabilities. QIMONDA NA: Can Implement Employee Incentive Program for 46 Staff ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Qimonda Richmond, LLC, and its affiliates authorization to implement a performance-based incentive plan for 46 of its remaining employees as motivation to remain with the Debtors. The remaining employees can be divided into two categories, 35 tehnical/engineering employees and 11 reporting/support employees. The Debtors anticipate that the total cost of the Incentive Plan will total approximately $1.24 million. Incentive rates will vary depending on the relative importance of each participant's job function. Incentive rates range from 15% to 60%. All participants will be graded based on performance metrics designed for each participant's job function. About Qimonda NA Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG commenced insolvency proceedings with a local court in Munich, Germany, on January 23, 2009. Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq., at Richards Layton & Finger PA, has been tapped as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda listed more than $1 billion each in assets and debts. On June 15, 2009, QAG filed a petition for relief under Chapter 15 of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766). QIMONDA NA: Hearing on Employment Motions Set for July 21 --------------------------------------------------------- On July 1, 2009, Qimonda Rchmond LLC, et al., filed motions with the U.S. Bankruptcy Court for the District of Delaware to employ: -- McGuire Woods LLP as special Virginia counsel, nunc pro tunc to June 15, 2009. Objections due by July 14, 1009. -- Morton G. Thalhimer, Inc. d/b/a Thalhimer/Cushman & Wakefield as local real estate broker. Objections due by July 21, 2009. -- Hengeler Mueller, Partnerschaft Von Rechtsanwlten as special German counsel, nunc pro tunc to June 12, 2009. Objections due by July 14, 2009. The hearings on the above employment applications are scheduled for July 21, 2009, at 11:30 a.m. About Qimonda NA Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG commenced insolvency proceedings with a local court in Munich, Germany, on January 23, 2009. Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq., at Richards Layton & Finger PA, has been tapped as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda listed more than $1 billion each in assets and debts. On June 15, 2009, QAG filed a petition for relief under Chapter 15 of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766). RADIO ONE: Bank Debt Trades at 52% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Radio One, Inc., is a borrower traded in the secondary market at 47.40 cents-on- the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.60 percentage points from the previous week, The Journal relates. The loan matures April 27, 2012. The Company pays 125 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 rating and Standard & Poor's CCC+ rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About Radio One Radio One, Inc., -- http://www.radio-one.com/-- acquires, operates, and maintains radio broadcasting stations and other media properties. As reported by the Troubled Company Reporter on June 26, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Lanham, Maryland-based radio broadcaster Radio One Inc. S&P lowered the corporate credit rating to 'CCC+' from 'B-'. The rating outlook is negative. In addition, S&P lowered the issue-level rating on Radio One's $800 million senior secured credit facility to 'CCC+' (at the same level as the 'CCC+' corporate credit rating on the company) from 'B-'. The recovery rating on this debt remains unchanged at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. "Although visibility into the second half of 2009 is very limited, the ratings downgrade reflects S&P's belief that Radio One could be in danger of violating its financial covenants in the fourth quarter of 2009 if operating trends don't meaningfully improve," said Standard & Poor's credit analyst Michael Altberg. RDH GROUP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: RDH Group Development Corp 8001 Irvine Center Dr 4th Fl Irvine, CA 92618 Bankruptcy Case No.: 09-16599 Chapter 11 Petition Date: July 1, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Stuart J. Wald, Esq. 36154 Coffee Tree Pl Murrieta, CA 92562 Tel: (310) 429-3354 Estimated Assets: $1,000,001 to $10,000,000 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/cacb09-16599.pdf The petition was signed by Roger D. Hart, president of the Company. RENAISSANCE CUSTOM: Sebastian to Retain Ownership Under Exit Plan ----------------------------------------------------------------- Renaissance Custom Homes, LLC and its affiliates delivered to the U.S. Bankruptcy Court for the District of Oregon a proposed Chapter 11 plan of reorganization and an explanatory disclosure statement. The Plan provides for the merger of the three debtor companies into one new reorganized entity. Randal S. Sebastian, the companies' existing owner and president, would receive all of the common stock in the reorganized entity in payment of his administrative claims. The administrative claims arise from $2.2 million in tax refunds that Mr. Sebastian and his wife contributed to the companies to provide funding during the Chapter 11 cases. It is anticipated that they will provide almost $5.8 million in additional tax refunds prior to emergence. Secured claims will be reinstated under the Plan and secured creditors will retain their security interests in and liens on their collateral. The Plan expects holders of unsecured claims with an allowed amount of $20,000 or less to receive a 25% cash recovery on their claims. Holders of larger unsecured claims would receive solely preferred equity in the reorganized company. Headquartered in Lake Oswego and West Linn, Oregon, Renaissance Customs Homes LLC -- http://www.renaissance-homes.com/-- engages in residential real estate and home-building business. The company and two of its debtor-affiliates filed separate petitions for Chapter 11 relief on September 25, 2008 (Bankr. D. Ore. Lead Case No. 08-35023). Albert N. Kennedy, Esq., Ava L. Schoen, Esq., and Timothy J. Conway, Esq., at Tonkon Torp LLP, represent the Debtors as counsel. An Official Committee of Unsecured Creditors has been appointed in the case. REXAIR HOLDINGS: Moody's Affirms Corporate Family Rating at 'B1' ---------------------------------------------------------------- Moody's Investors Service affirmed Rexair Holdings, Inc.'s ratings including its B1 Corporate Family Rating, B2 Probability of Default Rating, and the B1 ratings on its first lien, senior secured revolving credit facility and term loan. The ratings outlook was revised to negative from stable. The negative outlook reflects Rexair's increased refinancing risk, as its senior secured credit facilities are scheduled to mature on June 30, 2010. As of April 2009, the company had $95 million in outstanding debt under its first lien credit agreement, including $10 million drawn under its $15 million revolving credit facility and approximately $85 million outstanding under its term loan. In Moody's view, Rexair's liquidity profile will remain weak until the company is able to refinance its obligations or amend its credit facilities. Stabilization of the outlook could result from a refinancing, and if performance and metrics remain within Moody's expectations. Notwithstanding the aforementioned liquidity concerns, Rexair's ratings continue to be supported by its strong operating margins, global sales diversification, significant interest coverage, solid cash flow generation and over $8 million of balance sheet cash. Despite the expectation for continued pressure on Rexair's revenue base due to weak global economic conditions through calendar 2009, Rexair's credit metrics are expected to remain at or near current levels throughout the intermediate term. These ratings were affirmed: -- Corporate Family Rating at B1 -- Probability of Default Rating at B2 -- Senior Secured Revolving Credit Facility at B1 (LGD-3, 34%) -- Senior Secured First Lien Term Loan at B1 (LGD-3, 34%) The company's rating outlook is negative. The last rating action for Rexair occurred on July 28, 2006, when Moody's affirmed the company's B1 corporate family rating. The last opinion was published on July 2, 2008. Rexair Holdings, Inc., based in Troy Michigan, is the manufacturer and distributor of the Rainbow Cleaning System, a premium vacuum cleaner. The company, founded in 1935, markets its products throughout the world and generates approximately 60% of its sales outside of the United States. For the trailing twelve months ended April 4, 2009, the company reported net sales in excess of $120 million. RITZ CAMERA: Court Establishes August 3 Claims Bar Date ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has established these deadlines for filing of proofs of claim and administrative expense request forms in Ritz Camera Centers, Inc.'s bankruptcy case: -- August 3, 2009, at 5:00 p.m. (prevailing Pacific Time) as the prepetition bar date, for all entities, other than governmental units, holding claims, including section 503(b) (b)(9) claims against the Debtor; -- August 21, 2009, at 5:00 p.m. (prevailing Pacific Time) as the government bar date for governmental units holding claims against the Debtor; and -- August 3, 2009, at 5:00 p.m. (prevailing Pacific Time) as the administrative claims bar date. Original proofs of claim and administrative expense request forms must be sent by mail, overnight courier or hand delivery to Ritz Camera Centers, Inc. Claims Proessing Center so as to be received no later than 5:00 (prevailing Pacific Time) on the applicable bar date, at: Ritz Camera Centers, Inc. Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue, El Segundo CA 90245 Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -- http://www.ritzcamera.com/-- sells digital cameras and accessories, and electronic products. The Company filed for Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case No. 09-10617). Irving E. Walker, Esq., Gary H. Leibowitz, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are bankruptcy counsel to the Debtor. Norman L. Pernick, Esq., and Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, serve as local counsel. Thomas & Libowitz, P.A. is Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc, acts as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and noticing agent. Attorneys at Cooley Godward Kronish LLP represent the official committee of unsecured creditors as lead counsel. The Committee selected Bifferato LLC as Delaware counsel. In its schedules, the Debtor listed total assets of $277 million and total debts of $172.1 million. RJ DOOLEY REALTY: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: RJ Dooley Realty, Inc. 35 Main Street Poughkeepsie, NY 12601 Bankruptcy Case No.: 09-36777 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Cecelia G. Morris Debtor's Counsel: Lewis D. Wrobel, Esq. 12 Raymond Avenue Poughkeepsie, NY 12603 Tel: (845) 473-5411 Fax: (845) 473-3430 Email: lewiswrobel@verizon.net Total Assets: $7,611,386 Total Debts: $7,408,901 A full-text copy of the Debtor's petition, including a list of its 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb09-36777.pdf The petition was signed by Robert J. Dooley, president of the Company. SAI KRUPA: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sai Krupa, Inc. dba Executive Inn fdba Days Inn 1990 West Hwy 83 Mission, TX 78570 Bankruptcy Case No.: 09-70475 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Eduardo V. Rodriguez, Esq. Malaise Law Firm 1265 N Expressway 83 Brownsville, TX 78521 Tel: (956) 547-9638 Fax: (956) 547-9630 Email: evrcourt@malaiselawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 2 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb09-70475.pdf The petition was signed by Ushaben M. Patel, president of the Company. SEA LAUNCH: Wants to Hire Epiq Systems as Claims Agent ------------------------------------------------------ Sea Launch Company LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Epiq Systems Inc. as their claims agent. The firm will, among other things, maintain the Debtors' master creditor list; and prepare, mail and tabulate ballots for the purpose of voting accept or reject a Chapter 11 plan. The Debtors assure the Court that the firm does not hold any interest adverse to their estate and creditors, and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009 (Bankr. D. Del. Case No. 09-12153). Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtor's counsel. At the time of the filing, the Company said its assets range from $100 million to $500 million and debts are at least $1 billion. SHAMROCK HOUSE: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------------- The Business Review reports that The Shamrock House has filed for Chapter bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of New York. Court documents say that Shamrock House has less than $50,000 in assets and $500,000 to $1 million in liabilities. The Business Review states that Shamrock House's largest secured claim is a $514,095 mortgage, while the largest unsecured claim, $49,000, is held by Shamrock House President John J. Kellegher. Richard Croak assists Shamrock House in its restructuring efforts, The Business Review states. The Shamrock House is a long-standing restaurant and 35-room hotel in the Catskills. SONORAN ENERGY: U.S. Trustee Wants Appointment of Ch. 11 Trustee ---------------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, asks the U.S. Bankruptcy Court for the Northern District of Texas to appoint a Chapter 11 Trustee for Sonoran Energy Inc. to provide the Debtor with a true fiduciary to the bankruptcy estate. Realization Advisors Inc. director Michael Kayman cannot serve both as the sole officer and director of the Debtor because Mr. Kayman is inherently conflicted by his role as a director of the Debtor's financial advisor, according to the U.S. Trustee. Appointment of chapter 11 is in the interests of creditors, equity security holders, and other interests of the estate given that the Debtor has no directors or officers to act in a fiduciary capacity for the estate. Sonoran Energy, Inc., is a U.S.-based independent oil and gas company engaged in exploring, developing and enhancing oil and gas properties in North America. Sonoran Energy filed for Chapter 11 on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852). Judge Harlin DeWayne Hale handles the case. Margaret Hall, Esq., at Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor. Sonoran disclosed in its petition total assets of $47,067,773 against debts of $26,415,250. TANGO GRILL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Tango Grill Inc. 128 E. Post Road White Plains, NY 10601 Bankruptcy Case No.: 09-23173 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Jeffrey A. Reich, Esq. Reich Reich & Reich, P.C. 235 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 Email: reichlaw@aol.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb09-23173.pdf The petition was signed by Hector Avila, president of the Company. TEUFEL NURSERY: Proposes to Hire Vanden Bos as Attorney ------------------------------------------------------- Teufel Nursery Inc. asks the U.S. Bankruptcy Court for the District of Oregon for permission to employ Vanden Bos & Chapman Llp as its attorney. The firm will: a) give Debtor legal advice with respect to its powers and duties as debtor-in-possession in the operation of its business; b) institute such adversary proceedings as are necessary in the case; c) represent Debtor generally in the proceedings and to orders, reports and other legal papers; and d) perform all other legal services for the debtor-in- possession to employ an attorney for such professional services. The firm will bill the Debtor based on these rates: Professional Designation Hourly Rate ------------ ----------- ----------- Robert J. Vanden Bos, Esq. Partner $395 Ann K. Chapman, Esq. Partner $365 Douglas R. Ricks, Esq. Associate $250 Michael A. Elson, Esq. Associate $215 Christopher N. Coyle, Esq. Associate $215 Legal Assistants $170 The Debtor assures the Court that the firm does not hold any interest adverse to their estate and creditors, and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Portland, Oregon, Teufel Nursery, Inc. -- http://www.teufel.com/-- aka Teufel Landscape offers lawn and gardening services. The Company filed for Chapter 11 on June 24, 2009, (Bankr. D. Ore. Case No. 09-34880) Robert J. Vanden Bos, Esq., at Vanden Bos & Chapman represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. THOMAS CONNERS: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Thomas P. Conners 950 Dartmouth Drive Reno, NV 89509 Bankruptcy Case No.: 09-52156 Chapter 11 Petition Date: July 2, 2009 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. Belding, Harris & Petroni, Ltd 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@renolaw.biz Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Conners' petition, including a list of his 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb09-52156.pdf The petition was signed by Mr. Conners. THOMAS KONIG: Case Summary & Nine Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Thomas Konig 175 Olive Mill Lane Santa Barbara, CA 93108 Bankruptcy Case No.: 09-12617 Chapter 11 Petition Date: July 1, 2009 Court: Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Peter Susi, Esq. Michaelson Susi and Michaelson cheryl@msmlaw.com 7 W. Figueroa 2nd Floor Santa Barbara, CA 93101-3191 Tel: (805) 965-1011 Fax: (805) 965-7351 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 ------ --------------- ------------ Bank of Santa Barbara loan $1,060,000 12 E. Figuerora Street Santa Barbara, CA 93101 Bank of America credit card $21,911 PO Box 851001 Dallas, TX 75285-1001 Neiman Marcus credit card $8,232 PO Box 5235 Carol Stream, IL 60197-5235 Bank of America credit card $7,890 Zion Bank credit card $3,038 Saks World Elite Master Card credit card $1,548 American Express credit card $1,535 Citi Aadvantage Master Card credit card $752 AAA Visa credit card $561 Citi Platinum Select credit card $0 TOYS R US: Bank Debt Trades at 8% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 91.78 cents-on-the- dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 2.11 percentage points from the previous week, The Journal relates. The loan matures July 19, 2012. The Company pays 425 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B1 rating and Standard & Poor's BB- rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. Toys "R" Us, headquartered in Wayne, New Jersey, is the largest specialty retailer of toys, with annual revenues of around $14 billion. It operates stores both in the U.S. and internationally, as well as the Babies "R" Us format. TRIBUNE CO: Bank Debt Trades at 66% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 33.83 cents-on-the- dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.58 percentage points from the previous week, The Journal relates. The loan matures May 17, 2014. The Company pays 300 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt, while it is not rated by Standard & Poor's. The bank debt is one of the biggest gainers and losers among widely- quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAIMENT: Onex & MGM Acquire Tropicana Las Vegas -------------------------------------------------------------- The Associated Press reports that Onex Corporation and former MGM Mirage President Alex Yemenidjian acquired a majority stake in Tropicana Las Vegas. The AP relates that due to the acquisition, Tropicana Las Vegas emerged from bankruptcy with no debt, more than $10 million in cash, and $75 million in commitments from its new owners and other equity holders to give the property some long-awaited upgrades. Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the Chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRW AUTOMOTIVE: Bank Debt Trades at 11% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which TRW Automotive, Inc., is a borrower traded in the secondary market at 88.30 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.97 percentage points from the previous week, The Journal relates. The loan matures Feb. 9, 2014. The Company pays 150 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 rating and Standard & Poor's B+ rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About TRW Automotive TRW Automotive, Inc., headquartered in Livonia, Michigan, is among the world's largest and most diversified suppliers of automotive systems, modules, and components to global vehicle manufacturers and related aftermarket. Standard & Poor's Ratings Services says TRW is one of the world's 10 largest manufacturers of original equipment automotive parts and designs. Nearly 70% of its sales comes from outside North America; its largest customer, Volkswagen AG, accounts for about 17% of sales. Combined sales to the Michigan-based automakers account for about 22% of TRW's consolidated revenues, S&P says. The Company has three operating segments; Chassis Systems, Occupant Safety Systems, and Automotive Components. Its primary business lines encompass the design, manufacture and sale of active and passive safety related products. Revenues in 2007 were approximately $14.7 billion. As reported by the TCR on July 2, 2009, Fitch Ratings has downgraded TRW's Issuer Default Rating to 'B-' from 'B'. The downgraded is driven by increased concerns that the global automotive downturn will cause TRW's credit profile to deteriorate more than previously anticipated. TXCO RESOURCES: Court Adjourns Section 341(a) Meeting to July 20 ---------------------------------------------------------------- The U.S. Trustee for Region 13 has continued the first meeting of creditors of TXCO Resources Inc., et al., to July 20, 2009, at 1:30 p.m. at the United States Courthouse, 615 E. Houston Street, Room 333, in 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 officer of the Debtors under oath about the Company's financial affairs and operations that would be of interest to the general body of creditors. TXCO Resources Inc. is an independent oil and gas enterprise with interests in the Maverick Basin, the onshore Gulf Coast region and the Marfa Basin of Texas, and the Midcontinent region of western Oklahoma. TXCO's business strategy is to acquire undeveloped mineral interests and internally developing a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. It accounts for its oil and gas operations under the successful efforts method of accounting and trades its common stock on Nasdaq's Global Select Market under the symbol "TXCO." The Company and its affiliates filed for Chapter 11 protection on May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807). The Debtors propose to hire Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. As of March 31, 2009, the Debtors listed total assets: $431,898,000 and total debts of $323,833,000. TXCO RESOURCES: Files Schedules of Assets and Liabilities --------------------------------------------------------- TXCO Resources Inc. has filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property B. Personal Property $72,581,454 C. Property Claimed as Exempt $285,274,498 D. Creditors Holding Secured Claims E. Creditors Holding $165,649,793 Unsecured Priority Claims $455,992 F. Creditors Holding Unsecured Non-priority Claims $165,317,007 ------------ ------------ TOTAL $357,855,952 $331,422,792 A copy of TXCO Resources' schedules is available at: http://bankrupt.com/misc/txco.SAL.pdf TXCO Resources Inc. is an independent oil and gas enterprise with interests in the Maverick Basin, the onshore Gulf Coast region and the Marfa Basin of Texas, and the Midcontinent region of western Oklahoma. TXCO's business strategy is to acquire undeveloped mineral interests and internally developing a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. It accounts for its oil and gas operations under the successful efforts method of accounting and trades its common stock on Nasdaq's Global Select Market under the symbol "TXCO." The Company and its affiliates filed for Chapter 11 protection on May 17, 2009 (Bankr. W. D. Tex. Case No. 09-51807). The Debtors propose to hire Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. As of March 31, 2009, the Debtors listed total assets: $431,898,000 and total debts of $323,833,000. UAL CORP: Bank Debt Trades at 42% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which United Air Lines Corp. is a borrower traded in the secondary market at 57.79 cents- on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of -0.96 percentage points from the previous week, The Journal relates. The loan matures February 13, 2013. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B+ rating. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. 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 December 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 January 20, 2006. The company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UTGR INC: Court Approves Donlin Recano as Claims Agent ------------------------------------------------------ The Hon. Arthur N. Votolato the U.S. Bankruptcy Court for the District of Rhode Island authorized UTGR Inc. dba Twin River and its debtor-affiliates to employ Donlin, Recano & Company, Inc. as their notice and claims agent. The firm will assist with, among other things (i) maintaining and updating the master mailing lists of creditors; (ii) to the extent necessary, gathering data in conjunction with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; (iii) tracking and administering to claims; and (iv) performing other administrative tasks pertaining to the administration of the Chapter 11 Cases as may be requested by the Debtors or the Clerk's Office. Donlin Recano's fees will be based on the hourly rates of its professionals who will provide services to the Debtors: Designation Hourly Rate ----------- ----------- Senior Managing Consultant $240-$270 Senior Case Manager $210-$235 Case Manager $180-$195 Technology Consultant $124-$195 Clerical $40-$65 The Debtors assured the Court that the firm does not hold any interest adverse to their estate and creditors, and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Lincoln, Rhode Island, UTGR, Inc. -- http://www.twinriver.com/-- dba Twin River operates a gaming company. The Company and its affiliates filed for Chapter 11 on June 23, 2009 (Bankr. D. R.I. Case No. 09-12418). Stephen E. Hessler, Esq., at Kirkland & Ellis LLP represents the Debtor in its restructuring efforts. The Debtors propose to employ Allan M. Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres & Co. LLC as financial advisor; Zolfo Cooper Management LLC as bankruptcy consultant; and Donlin Recano & Company Inc. as claims agent. The Debtors did not file a list of 20 largest unsecured creditors. The Debtors have assets and debts both ranging from $100 million to $500 million. UTGR INC: Files List of 40 Largest Unsecured Creditors ------------------------------------------------------ UTGR Inc. dba Twin River and its debtor-affiliates delivered to the Hon. Arthur N. Votolato the U.S. Bankruptcy Court for the District of Rhode Island a list of 20 largest unsecured creditors. Entity Nature of Claim Claim Amount ------ --------------- ------------ Blackstone Advisory Services contract $500,000 LP 345 Park Avenue New York , NY 10154 Tel: (212) 583-5000 Fax: (212) 583-5712 Rhode Island Greyhound Owners contract $221,142 Association 1664 Elmwood Avenue Cranston, RI 02910 Tel: (401) 785-9284 Bally Technologies trade payables $120,038 6601 S. Bermuda Rd. Las Vegas, NV 89119 Tel: (702) 584-7700 Fax: (702) 584-7710 Redrock Software LLC Trade Payables $41,951 Raynham/Taunton Greyhound Trade Payables $37,361 Atlantic Production Group Contract $36,350 WPRI-TV Contract $34,000 Lamar Companies Trade Payables $24,900 Hollywood Park Trade Payables $24,263 Philadelphia Park Contract $24,122 K&K Great American Custom Ins. Contract $22,500 Telecheck Services, Inc. Trade Payables $21,442 Omnia Agency Contract $16,800 Monmouth Park Contract $15,407 Delaware Racing Association Contract $13,720 Xerox Corporation Contract $11,755 Fado Pubs, Inc. Trade Payables $10,476 Central Nurseries, Inc. Trade Payables $9,017 Brill Hygienic Products Inc. Trade Payables $8,848 Fowler Fresh Point Trade Payables $8,824 Eastern Bag and Paper Trade Payables $8,818 N.J. Sports & Exposition Contract $8,599 Golden Gate Fields Contract $8,294 All Tech Sound & Prod Trade Payables $8,095 Serv. Inc. Automotive Serv. & Tech Trade Payables $8,089 Kittredge Equipment Trade Payables $7,621 Daily Racing Form Contract $7,586 The Trane Company Trade Payables $7,077 The William Ryan Group, Inc. Contract $6,750 Sara Farmer Bros. Trade Payables $6,641 Emerson Network Power Trade Payables $6,620 Liberty Serv. Inc. SPI Entertainment, Inc. Contract $6,500 Phoenix Greyhound Park Trade Payables $6,285 Design Studio 303, Inc. Trade Payables $5,982 Len Ragozin Data Contract $5,900 Colonial Downs Contract $5,860 Suffolk Downs Contract $5,621 Perkins Paper Inc. Trade Payables $5,491 Wilfred's Seafood Trade Payable $5,475 Lonestar Park Trade Payables $5,267 Headquartered in Lincoln, Rhode Island, UTGR, Inc. -- http://www.twinriver.com/-- dba Twin River operates a gaming company. The Company and its affiliates filed for Chapter 11 on June 23, 2009 (Bankr. D. R.I. Case No. 09-12418). Stephen E. Hessler, Esq., at Kirkland & Ellis LLP represents the Debtor in its restructuring efforts. The Debtors propose to employ Allan M. Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres & Co. LLC as financial advisor; Zolfo Cooper Management LLC as bankruptcy consultant; and Donlin Recano & Company Inc. as claims agent. The Debtors did not file a list of 20 largest unsecured creditors. The Debtors have assets and debts both ranging from $100 million to $500 million. UTGR INC: Gov. Carcieri Rejects 24/7 Gambling Bill -------------------------------------------------- Katherine Gregg at Projo.com reports that State of Rhode Island Governor Donald L. Carcieri has rejected legislation allowing UTGR Inc.'s Twin River racetrack-casino to operate 24 hours a day, seven days a week. As reported by the Troubled Company Reporter on July 1, 2009, the Rhode Island House voted to force Twin River racetrack-casino to extend its schedule of greyhound races to 200 days, instead of 125 days. The bill also permits the racetrack to allow gambling around-the-clock, instead of having 24-hour gambling only on weekends and holidays. Projo.com relates that the legislation also forces owners of the Lincoln track and slot parlor to drop their plans to suspend greyhound racing on August 8. Dog racing has become increasingly unprofitable, Projo.com says, citing Gov. Carcieri. According to Projo.com, Gov. Carcieri said that the $9 million operating subsidy Twin River's owners pay the greyhound owners contributes to their "crippling debt," and the legislature's intervention threatens to spoil the consensual bankruptcy agreement that Twin River's owners filed in U.S. Bankruptcy Court, at a potential cost to the state of millions of dollars. Projo.com quoted Gov. Carcieri as saying, "The legislation could actually result in the BLB bankruptcy filing becoming a protracted, free-fall proceeding. If that occurs, the state could incur millions of dollars in expenses to protect the state's interest in what no doubt will be a protracted bankruptcy proceeding." According to Projo.com, Gov. Carcieri questioned the claimed loss of 225 jobs, noting that state licensing records reflect "fewer than half that number of individuals currently licensed and authorized to work at Twin River in positions related to the live dog races." Rhode Island Greyhound Owners Association said in a statement that Gov. Carcieri is prioritizing big banks over Rhode Island jobs. Projo.com relates that Rep. Charlene Lima said that she had been assured by the legislative leaders that the General Assembly would reconvene to override the veto. Projo.com relates that Gov. Carcieri's veto of the legislation won't interrupt 24-hour gambling at Twin River. UTGR Inc. is the operator of the Twin River racetrack-casino in Lincoln, Rhode Island. UTGR filed for Chapter 11 on June 23 (Bankr. D. Rhode Island Case No. 09-12418). In its bankruptcy petition, the Company estimated assets of less than $500 million and debt exceeding $500 million. UTGR INC: U.S. Trustee Names 3-Member Creditors' Committee ---------------------------------------------------------- The United States Trustee for the U.S. Bankruptcy Court for the District of Rhode Island named three members to the Official Committee of Unsecured Creditors in the UTGR, Inc. (d/b/a Twin River) bankruptcy cases. The Committee members are: -- Rhode Island Greyhound Owners Association -- Central Nurseries, Inc. -- Automotive Services & Technology Headquartered in Lincoln, Rhode Island, UTGR, Inc. -- http://www.twinriver.com/-- dba Twin River operates a gaming company. The Company and its affiliates filed for Chapter 11 on June 23, 2009 (Bankr. D. R.I. Case No. 09-12418). Stephen E. Hessler, Esq., at Kirkland & Ellis LLP represents the Debtor in its restructuring efforts. The Debtors propose to employ Allan M. Shine, Esq., at Diane Finkle, Esq. as co-counsel; Lazard Freres & Co. LLC as financial advisor; Zolfo Cooper Management LLC as bankruptcy consultant; and Donlin Recano & Company Inc. as claims agent. The Debtors did not file a list of 20 largest unsecured creditors. The Debtors have assets and debts both ranging from $100 million to $500 million. VISTEON CORP: Bank Debt Trades at 58% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Visteon Corporation is a borrower traded in the secondary market at 41.50 cents-on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase/ a drop of 2.58 percentage points from the previous week, The Journal relates. The loan matures May 30, 2013. The Company pays 300 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt. Standard & Poor's has assigned a default rating on the bank debt. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Fitch Withdraws 'D' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has withdrawn these ratings on Visteon: -- Issuer Default Rating (IDR) 'D'; -- Senior secured term loan 'C/RR4'; -- Senior unsecured notes 'C/RR6'. Ratings may be withdrawn after 30 days have elapsed after a default. Fitch downgraded Visteon's IDR to 'D' on May 28, 2009 after the company filed for Chapter 11 bankruptcy. VISTEON CORP: Allowed to Use Cash Collateral Until July 17 ---------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Visteon Corporation and its debtor affiliates, pursuant to a third interim order, to use their cash collateral through July 17, 2009, in accordance with a prepared budget. A full-text copy of the 3-week cash collateral forecast for the period from July 3 to 17, 2009, is available for free at: http://bankrupt.com/misc/Visteon_July3Budget.pdf A full-text copy Third Cash Collateral Order is available for free at http://bankrupt.com/misc/Visteon_InterimCashColl3.pdf A final hearing on the Debtors' cash collateral request will be held on July 16, 2009. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Calsonic Kansei Proposes SetOff of Debts ------------------------------------------------------ Calsonic Kansei North America commenced an adversary complaint against Debtors Visteon Corporation, VC Regional Assembly & Manufacturing, LLC, and GCM Visteon Automotive Systems, LLC. Representing Calsonic, Brett D. Fallon, Esq., at Morris James LLP, in Wilmington, Delaware, relates that before the Petition Date, the Debtors accepted certain purchase orders for the manufacture of certain parts for Calsonic. According to Mr. Fallon, Calsonic has not paid the Debtors prepetition invoices for the purchase orders, totaling $552,725. Similarly, Calsonic says that before the Petition Date, it accepted certain scheduling agreements by which it manufactured certain parts for VC and GCM, totaling $2,249,001. Calsonic tells the Court that it has not been paid for the Parts. Mr. Fallon points out that under the parties' agreement, Visteon Corp. guaranteed the obligations of VC and GCM to Calsonic. Given that suretyship and the magnitude of the unpaid obligations of VC and GCM to Calsonic, Mr. Fallon asserts that Calsonic is not obligated to pay the Debtors for any prepetition shipment of the goods. Calsonic thus asks the Court to declare that: (a) it is not indebted to the Defendants for any prepetition shipment of goods; or (b) in the alternative, it is entitled to assert the defense of recoupment or is entitled to set off the mutual obligations between itself and the Defendants. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Presents Key Employee Incentive Plan -------------------------------------------------- Visteon Corp. and its affiliates seek the U.S. Bankruptcy Court for the District of Delaware's permission to honor a postpetition Visteon Incentive Program, which consists of a key employee incentive plan, the Debtors' 2009 annual incentive plan and the Debtors' current long-term incentive plan. The AIP and LTIP are continuations of the Debtors' prepetition incentive programs, while the KEIP is a newly proposed plan. The Debtors also seek authority to pay their employees amounts earned under the Visteon Incentive Program without regard to whether those obligations accrued or arose before or after the Petition Date. Specifically, the Debtors seek authority to pay up to $6,200,000 on account of targets already reached but not yet earned under the LTIP, and up to $6,000,000 that still may be earned on account of certain 2009 and 2010 benchmarks, if achieved based on the Debtors' business goals, as set forth under the metrics of the LTIP established in 2007 and 2008. The Key Employee Incentive Plan After extensive consultation with and benchmarking analysis by Towers Perrin, the Debtors developed the KEIP in order to properly incentivize about 100 key employees with awards that are market-based, performance-linked and cost-effective. The Debtors and Towers Perrin first sought to ensure that compensation is based on market-to-market comparisons, considering comparable employers as well as typical chapter 11 practice. The KEIP provides for the payment of incentive-based, cash awards to approximately 100 Key Employees most capable of influencing the Debtors' ongoing business and restructuring efforts. The Debtors assert that the Key Employees are essential to maximizing the enterprise value of their estates for the benefit of all parties-in-interest. The KEIP has been narrowly tailored to incentivize the Key Employees to maximize the enterprise value of the Debtors by offering an incentive-based payment tied to the Debtors' financial performance and the achievement of two important milestones: (1) confirmation, and (2) the effective date of a Chapter 11 plan reorganization. Each participant in the KEIP is assigned a target opportunity level, expressed as a percentage of the individual's base salary. The KEIP's metrics are based on: (1) certain earnings percentage of before interest, taxes- depreciation, and amortization targets less capital expenditures goals established by the Debtors, (2) confirmation of a plan of reorganization, and (3) emergence from chapter 11 bankruptcy protection. The Annual Incentive Plan Prior to the Petition Date, the Debtors, in the ordinary course of their businesses, regularly implemented annual and long-term incentive compensation programs for their salaried employees designed to provide incentives to motivate the participants under those programs to meet certain corporate and other objectives. Those Programs are an important component of the Employees' overall compensation package. The AIP was developed by the Debtors based, in large part, on prior fiscal year incentive plans implemented by the Debtors in the ordinary course of their businesses. Consistent with the company's past practices, the AIP is designed to incentivize the participants to meet certain financial and quality goals in 2009. Pursuant to the AIP, approximately 2,050 active employees and 400 inactive employees are eligible to receive a cash bonus payable in February 2010 based upon the Debtors' achievement of free cash flow and product quality targets set by Visteon's board of directors. For 2009, the "free cash flow" metric for 100% of the target award is negative $89 million and the targeted product quality metric is at or below 20 defects per million as measured by the Debtors' original equipment manufacturer customers. If 100% of the quality metric is met, the approximate payout under the AIP would be $9,500,000. The Long-Term Incentive Plan Under the LTIP, the Debtors make annual awards based on the achievement of certain performance metrics established by the Board of Directors. Each annual award contains a three-year performance period with separate performance criteria selected for each year. The award opportunity for the performance metrics established in 2007 and 2008 is comprised of an equity component, which is 75% of the total opportunity, and a performance cash component, which is 25% of the total opportunity. Thus far, target metrics have been achieved under the LTIP to allow for eventual payouts to LTIP Participants of $3,600,000 in 2010 and $2,600,000 in 2011, the Debtors relate. In addition, the LTIP Participants can still earn up to an additional $6,000,000 by achieving certain performance objectives in 2009 and 2010. Of this amount, approximately 38% would be paid to insiders, and approximately 62% would be paid to non- insiders. In the current environment, the Debtors believe that failure to honor the LIP could be detrimental to employee morale and could result in significant attrition of key segments of the Debtors' workforce. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Section 341 Creditors Meeting Adjourned Sine Die -------------------------------------------------------------- The first meeting of the creditors of Visteon Corporation and its debtor affiliates pursuant to Section 341 of the Bankruptcy Code has been postponed to a date yet to be determined. The Section 341 meeting has been originally scheduled for July 1, 2009. The Section 341 meeting offers creditors a one-time opportunity to examine a debtor's representative under oath about the debtor's financial affairs and operations. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Summit Polymers Opposes Shipment of Goods on Credit ----------------------------------------------------------------- Summit Polymers, Inc., a provider of plastic injection component parts for Visteon Corp. and its affiliates, tells the U.S. Bankruptcy Court for the District of Delaware that the Debtors have threatened to sue it for damages and for injunctive relief unless it continues shipping new goods to the Debtors on credit. Summit says it has told the Debtors it will ship all of the Debtors' regularly scheduled orders, provided that the Debtors pay for the goods before Summit Polymers surrenders possession of the goods. Summit Polymers tells the Court that it suspended providing the Debtors goods as of May 27, 2009, due to the Debtors' repeated non-payment and late-payment defaults before the Petition Date. Summit Polymers contends that shipping goods on credit to the Debtors would unfairly expose it to economic harm and deprive it of its property rights under the law. Summit Polymers asserts it is entitled to adequate protection of its property rights. Accordingly, Summit Polymers asks the Court to declare that: (a) the Debtors are insolvent; (b) it is not required to surrender possession of the goods absent adequate protection of its rights; and (c) adequate protection requires the Debtors to pay Summit Polymers' goods prior to delivery. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corp. and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) YOUNG BROADCASTING: Bank Debt Trades at 52% Off ----------------------------------------------- Participations in a syndicated loan under which Young Broadcasting, Inc., is a borrower traded in the secondary market at 47.39 cents-on-the-dollar during the week ended July 3, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.79 percentage points from the previous week, The Journal relates. The loan matures November 3, 2012. The Company pays 225 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt. Standard & Poor's has assigned a default rating on the bank debt. The bank debt is one of the biggest gainers and losers among widely-quoted syndicated loans in secondary trading in the week ended July 3, 2009, among the 157 loans with five or more bids. About Young Broadcasting Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/-- owns 10 television stations and the national television representation firm, Adam Young, Inc. Five stations are affiliated with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO- TV- Sioux Falls, SD is also the MyNetwork affiliate in that market through the use of its digital channel capacity. The Company and its affiliates filed for Chapter 11 protection on February 13, 2009, (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP, represents the Debtors in their restructuring efforts. Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, represents the official committtee of unsecured creditors as counsel. The Debtors selected UBS Securities LLC as consultant; Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker chief restructuring officer. The Debtors listed total assets of $575,600,070 and total debts of $980,425,190. * Nine-Year Lending Low Forces Businesses to Cut Investment ----------------------------------------------------------- The Bank of England's quarterly review of lending trends found that many firms are still experiencing the effects of the credit crunch, with business lending suffering its biggest drop in nine years. Thinking Money highlights that net lending to private non- financial corporations also fell by 5.4 billion pounds in April - its biggest fall since June 2000. Eight out of ten firms included in the Bank's survey reported that lending had become scarcer and more costly over the past year, while two thirds said that they responded by cutting back on investment. Weak lending could delay economic recovery Thinking Money vindicates the authority of the BoE report, which draws on long-established official data sources, such as the existing monetary and financial statistics collected by the Bank of England. In the wake of the findings, BoE Governor Mervyn King warned weak bank lending could hinder the hoped for economic recovery. "Banks' ability to finance a sustained recovery remains impaired by low levels of equity capital," he said. The BoE's Deputy Governor Paul Tucker reiterated King's concern, saying the credit drought could tempt banks to hoard money until the dark clouds pass. "If all banks were to adopt such a strategy, recovery might end up being anaemic at best, which would feed back into the banking system itself -- increasing defaults and depleting banks' capital," Tucker said. Thinking Money notes that the weakening of credit flows to cash- poor firms has taken place despite record low interest rates and a 125 billion pound asset-buying programme aimed at boosting the economy. It's for this reason why business credit card companies, such as MBNA, are increasingly likely to be the provider of credit to aid cashflow. Scarcity of lending forces businesses to overpay Businesses finding difficulty in sourcing bank finance are often forced to pay a higher rate for the finance they are able to secure, thus exacerbating existing cash-flow issues. The BoE said that lenders report a fall in the average maturity of their loans to businesses, and also report that many businesses are negotiating "forward start agreements" under which they are able to extend their loan when it expires. Knock-on effect for consumers Thinking Money believes the squeeze on business lending has a knock-on effect for consumers, with consumer lending -- credit cards and personal loans -- having also fallen substantially in recent months and lenders resorting to retrenchments in order to recover losses. The BoE report found that the quarterly rate of growth of unsecured lending was the lowest since 1992. References Thinking Money provides free commentary and analysis on economic and consumer financial news, providing help and advice. On the Net: http://www.thinkingmoney.org/ http://ResearchArchives.com/t/s?3eaf http://www.mbna.co.uk/business/ * BOND PRICING -- For the Week From June 29 to July 3, 2009 ----------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ACCURIDE CORP 8.50% 2/1/2015 35.00 ADVANTA CAP TR 8.99% 12/17/2026 19.40 AHERN RENTALS 9.25% 8/15/2013 40.50 ALERIS INTL INC 9.00% 12/15/2014 1.00 ALERIS INTL INC 10.00% 12/15/2016 5.00 ALLIED CAP CORP 6.63% 7/15/2011 55.87 AMBASSADORS INTL 3.75% 4/15/2027 27.00 AMER AXLE & MFG 5.25% 2/11/2014 31.13 AMER GENL FIN 3.05% 6/15/2010 60.50 AMER GENL FIN 3.10% 7/15/2009 95.00 AMER GENL FIN 3.85% 9/15/2009 93.50 AMER GENL FIN 4.00% 8/15/2009 91.75 AMER GENL FIN 4.10% 5/15/2010 70.68 AMER GENL FIN 4.20% 8/15/2009 95.00 AMER GENL FIN 4.20% 10/15/2010 45.00 AMER GENL FIN 4.25% 10/15/2010 59.00 AMER GENL FIN 4.30% 9/15/2009 89.50 AMER GENL FIN 4.40% 4/15/2012 38.00 AMER GENL FIN 4.50% 7/15/2009 96.60 AMER GENL FIN 4.50% 9/15/2009 93.22 AMER GENL FIN 4.50% 3/15/2010 60.00 AMER GENL FIN 4.50% 11/15/2010 55.96 AMER GENL FIN 4.55% 10/15/2009 80.00 AMER GENL FIN 4.60% 10/15/2010 45.00 AMER GENL FIN 4.63% 3/15/2012 43.62 AMER GENL FIN 4.75% 8/15/2010 62.10 AMER GENL FIN 4.95% 11/15/2010 62.00 AMER GENL FIN 5.00% 6/15/2010 60.50 AMER GENL FIN 5.00% 9/15/2010 70.16 AMER GENL FIN 5.00% 10/15/2010 62.36 AMER GENL FIN 5.00% 11/15/2010 54.50 AMER GENL FIN 5.00% 12/15/2010 63.00 AMER GENL FIN 5.00% 12/15/2010 59.90 AMER GENL FIN 5.00% 12/15/2010 65.31 AMER GENL FIN 5.00% 6/15/2011 55.00 AMER GENL FIN 5.00% 10/15/2011 40.00 AMER GENL FIN 5.20% 6/15/2010 70.15 AMER GENL FIN 5.20% 9/15/2010 45.00 AMER GENL FIN 5.25% 7/15/2010 55.00 AMER GENL FIN 5.25% 12/15/2012 25.00 AMER GENL FIN 5.40% 6/15/2011 53.79 AMER GENL FIN 5.40% 5/15/2013 30.00 AMER GENL FIN 5.85% 9/15/2012 40.00 AMER GENL FIN 6.25% 7/15/2011 57.51 AMER GENL FIN 6.50% 6/15/2015 15.00 AMER GENL FIN 7.75% 9/15/2010 47.89 AMER GENL FIN 8.00% 8/15/2010 72.00 AMER GENL FIN 8.13% 8/15/2009 97.50 AMER GENL FIN 8.15% 8/15/2011 52.78 AMER MEDIA OPER 8.88% 1/15/2011 59.63 AMR CORP 9.20% 1/30/2012 48.00 AMR CORP 10.45% 3/10/2011 54.50 ANTHRACITE CAP 11.75% 9/1/2027 16.50 ANTIGENICS 5.25% 2/1/2025 25.50 APPLETON PAPERS 9.75% 6/15/2014 35.50 ARCO CHEMICAL CO 10.25% 11/1/2010 30.00 BALLY TOTAL FITN 13.00% 7/15/2011 2.00 BANK NEW ENGLAND 8.75% 4/1/1999 10.13 BANK NEW ENGLAND 9.88% 9/15/1999 10.75 BANKUNITED FINL 3.13% 3/1/2034 6.38 BARRINGTON BROAD 10.50% 8/15/2014 33.50 BELL MICROPRODUC 3.75% 3/5/2024 32.25 BLOCKBUSTER INC 9.00% 9/1/2012 49.00 BORDEN INC 8.38% 4/15/2016 18.00 BORDEN INC 9.20% 3/15/2021 24.75 BOWATER INC 6.50% 6/15/2013 15.00 BOWATER INC 9.38% 12/15/2021 13.50 BOWATER INC 9.50% 10/15/2012 14.75 BRODER BROS CO 11.25% 10/15/2010 30.13 BROOKSTONE CO 12.00% 10/15/2012 44.20 CALLON PETROLEUM 9.75% 12/8/2010 49.25 CAPMARK FINL GRP 7.88% 5/10/2012 26.25 CAPMARK FINL GRP 8.30% 5/10/2017 25.50 CARAUSTAR INDS 7.25% 5/1/2010 56.88 CCH I LLC 9.92% 4/1/2014 0.75 CCH I LLC 11.75% 5/15/2014 0.50 CCH I LLC 13.50% 1/15/2014 1.75 CCH I/CCH I CP 11.00% 10/1/2015 11.50 CCH I/CCH I CP 11.00% 10/1/2015 11.75 CHAMPION ENTERPR 2.75% 11/1/2037 11.25 CHARTER COMM HLD 10.00% 5/15/2011 1.00 CHARTER COMM INC 6.50% 10/1/2027 24.25 CHENIERE ENERGY 2.25% 8/1/2012 38.00 CIT GROUP INC 4.13% 11/3/2009 96.00 CIT GROUP INC 4.50% 7/15/2009 91.00 CIT GROUP INC 5.25% 8/15/2009 96.50 CIT GROUP INC 6.00% 7/15/2009 96.48 CIT GROUP INC 6.88% 11/1/2009 91.75 CITADEL BROADCAS 4.00% 2/15/2011 7.00 CLEAR CHANNEL 4.40% 5/15/2011 39.06 CLEAR CHANNEL 4.50% 1/15/2010 72.34 CLEAR CHANNEL 4.90% 5/15/2015 23.88 CLEAR CHANNEL 5.00% 3/15/2012 32.00 CLEAR CHANNEL 5.50% 9/15/2014 23.13 CLEAR CHANNEL 5.75% 1/15/2013 20.00 CLEAR CHANNEL 6.25% 3/15/2011 45.00 CLEAR CHANNEL 7.65% 9/15/2010 59.00 CLEAR CHANNEL 10.75% 8/1/2016 32.28 CLEAR CHANNEL 10.75% 8/1/2016 32.50 COLLINS & AIKMAN 10.75% 12/31/2011 1.25 COMPREHENS CARE 7.50% 4/15/2010 75.25 COMPUCREDIT 3.63% 5/30/2025 34.15 CONEXANT SYSTEMS 4.00% 3/1/2026 43.13 CONSTAR INTL 11.00% 12/1/2012 8.00 COOPER-STANDARD 7.00% 12/15/2012 10.00 COOPER-STANDARD 8.38% 12/15/2014 11.00 CREDENCE SYSTEM 3.50% 5/15/2010 50.63 CSC HOLDINGS INC 8.13% 7/15/2009 100.00 DAYTON SUPERIOR 10.00% 9/30/2029 17.00 DECODE GENETICS 3.50% 4/15/2011 7.75 DECODE GENETICS 3.50% 4/15/2011 7.50 DELPHI CORP 8.25% 10/15/2033 1.00 DEX MEDIA INC 8.00% 11/15/2013 15.00 DEX MEDIA INC 9.00% 11/15/2013 9.75 DEX MEDIA INC 9.00% 11/15/2013 12.00 DEX MEDIA WEST 8.50% 8/15/2010 72.00 DEX MEDIA WEST 9.88% 8/15/2013 11.00 DOWNEY FINANCIAL 6.50% 7/1/2014 4.95 DUNE ENERGY INC 10.50% 6/1/2012 49.75 EDDIE BAUER HLDG 5.25% 4/1/2014 10.00 ENERGY PARTNERS 8.75% 8/1/2010 35.00 EPIX MEDICAL INC 3.00% 6/15/2024 19.13 FAIRPOINT COMMUN 13.13% 4/1/2018 19.88 FIBERTOWER CORP 9.00% 11/15/2012 42.75 FIRST DATA CORP 5.63% 11/1/2011 45.75 FLEETWOOD ENTERP 14.00% 12/15/2011 29.00 FLOTEK INDS 5.25% 2/15/2028 40.50 FORD MOTOR CRED 5.20% 7/20/2009 96.00 FRANKLIN BANK 4.00% 5/1/2027 1.25 FREESCALE SEMICO 10.13% 12/15/2016 36.50 FRONTIER AIRLINE 5.00% 12/15/2025 8.00 GENCORP INC 4.00% 1/16/2024 83.38 GENERAL MOTORS 7.13% 7/15/2013 11.50 GENERAL MOTORS 7.40% 9/1/2025 11.26 GENERAL MOTORS 7.70% 4/15/2016 11.26 GENERAL MOTORS 8.10% 6/15/2024 10.75 GENERAL MOTORS 8.25% 7/15/2023 11.25 GENERAL MOTORS 8.38% 7/15/2033 13.00 GENERAL MOTORS 8.80% 3/1/2021 11.00 GENERAL MOTORS 9.40% 7/15/2021 11.13 GENERAL MOTORS 9.45% 11/1/2011 10.00 GEORGIA GULF CRP 7.13% 12/15/2013 24.75 GGP LP 3.98% 4/15/2027 33.38 GMAC LLC 5.10% 7/15/2009 99.00 GMAC LLC 5.25% 7/15/2009 99.00 GMAC LLC 6.60% 7/15/2009 97.50 GMAC LLC 6.65% 7/15/2009 92.76 GMAC LLC 6.70% 7/15/2009 98.27 GMAC LLC 6.80% 12/15/2009 86.00 GMAC LLC 7.00% 7/15/2009 99.00 GMAC LLC 7.00% 8/15/2009 96.88 HAIGHTS CROSS OP 11.75% 8/15/2011 35.00 HARRY & DAVID OP 9.00% 3/1/2013 39.25 HAWAIIAN TELCOM 9.75% 5/1/2013 3.00 HEADWATERS INC 2.88% 6/1/2016 55.76 HINES NURSERIES 10.25% 10/1/2011 14.00 IDEARC INC 8.00% 11/15/2016 3.00 INN OF THE MOUNT 12.00% 11/15/2010 40.00 INTCOMEX INC 11.75% 1/15/2011 40.38 INTERDENT SVC 10.75% 12/15/2011 52.40 INTL LEASE FIN 3.25% 2/15/2010 65.00 INTL LEASE FIN 3.50% 9/15/2009 85.75 INTL LEASE FIN 4.70% 8/15/2009 96.00 INTL LEASE FIN 4.85% 8/15/2009 94.01 INTL LEASE FIN 5.00% 6/15/2012 43.25 INTL LEASE FIN 7.25% 2/15/2010 78.00 ISTAR FINANCIAL 5.13% 4/1/2011 58.63 ISTAR FINANCIAL 5.13% 4/1/2011 59.99 ISTAR FINANCIAL 5.80% 3/15/2011 63.00 JAZZ TECHNOLOGIE 8.00% 12/31/2011 40.50 JEFFERSON SMURFI 8.25% 10/1/2012 38.25 KAISER ALUM&CHEM 12.75% 2/1/2003 7.00 KELLWOOD CO 7.63% 10/15/2017 15.75 KELLWOOD CO 7.88% 7/15/2009 97.15 KEMET CORP 2.25% 11/15/2026 45.50 KEMET CORP 2.25% 11/15/2026 43.48 KEYSTONE AUTO OP 9.75% 11/1/2013 32.13 KNIGHT RIDDER 4.63% 11/1/2014 21.50 KNIGHT RIDDER 5.75% 9/1/2017 10.13 KNIGHT RIDDER 6.88% 3/15/2029 17.75 KNIGHT RIDDER 7.13% 6/1/2011 29.85 KNIGHT RIDDER 7.15% 11/1/2027 10.00 LANDAMERICA 3.13% 11/15/2033 22.50 LANDAMERICA 3.25% 5/15/2034 22.50 LAZYDAYS RV 11.75% 5/15/2012 3.03 LEAR CORP 5.75% 8/1/2014 38.00 LEAR CORP 8.50% 12/1/2013 32.25 LEHMAN BROS HLDG 1.50% 3/23/2012 12.50 LEHMAN BROS HLDG 2.00% 10/31/2012 11.46 LEHMAN BROS HLDG 4.38% 11/30/2010 13.60 LEHMAN BROS HLDG 4.50% 7/26/2010 13.60 LEHMAN BROS HLDG 4.50% 8/3/2011 12.84 LEHMAN BROS HLDG 4.80% 3/13/2014 15.50 LEHMAN BROS HLDG 4.80% 6/24/2023 9.13 LEHMAN BROS HLDG 5.00% 1/14/2011 15.00 LEHMAN BROS HLDG 5.00% 2/11/2013 9.63 LEHMAN BROS HLDG 5.00% 3/27/2013 7.75 LEHMAN BROS HLDG 5.00% 8/3/2014 9.00 LEHMAN BROS HLDG 5.00% 5/28/2023 10.00 LEHMAN BROS HLDG 5.00% 5/30/2023 8.54 LEHMAN BROS HLDG 5.00% 6/10/2023 12.50 LEHMAN BROS HLDG 5.00% 6/17/2023 8.40 LEHMAN BROS HLDG 5.10% 1/28/2013 5.50 LEHMAN BROS HLDG 5.10% 2/15/2020 8.50 LEHMAN BROS HLDG 5.15% 2/4/2015 9.50 LEHMAN BROS HLDG 5.20% 5/13/2020 7.00 LEHMAN BROS HLDG 5.25% 2/6/2012 11.25 LEHMAN BROS HLDG 5.25% 1/30/2014 8.75 LEHMAN BROS HLDG 5.25% 2/11/2015 9.55 LEHMAN BROS HLDG 5.25% 3/5/2018 7.00 LEHMAN BROS HLDG 5.25% 9/14/2019 9.00 LEHMAN BROS HLDG 5.25% 3/8/2020 10.00 LEHMAN BROS HLDG 5.25% 5/20/2023 7.38 LEHMAN BROS HLDG 5.35% 2/25/2018 8.55 LEHMAN BROS HLDG 5.35% 3/13/2020 11.00 LEHMAN BROS HLDG 5.35% 6/14/2030 7.70 LEHMAN BROS HLDG 5.38% 5/6/2023 7.75 LEHMAN BROS HLDG 5.40% 3/6/2020 7.00 LEHMAN BROS HLDG 5.40% 3/20/2020 9.25 LEHMAN BROS HLDG 5.40% 3/30/2029 7.25 LEHMAN BROS HLDG 5.40% 6/21/2030 7.50 LEHMAN BROS HLDG 5.45% 3/15/2025 8.25 LEHMAN BROS HLDG 5.45% 4/6/2029 8.38 LEHMAN BROS HLDG 5.45% 2/22/2030 8.00 LEHMAN BROS HLDG 5.45% 7/19/2030 8.26 LEHMAN BROS HLDG 5.45% 9/20/2030 7.75 LEHMAN BROS HLDG 5.50% 4/4/2016 15.50 LEHMAN BROS HLDG 5.50% 2/4/2018 7.75 LEHMAN BROS HLDG 5.50% 2/19/2018 8.30 LEHMAN BROS HLDG 5.50% 11/4/2018 9.00 LEHMAN BROS HLDG 5.50% 2/27/2020 7.75 LEHMAN BROS HLDG 5.50% 8/19/2020 7.25 LEHMAN BROS HLDG 5.50% 3/14/2023 7.75 LEHMAN BROS HLDG 5.50% 4/8/2023 12.50 LEHMAN BROS HLDG 5.50% 4/15/2023 7.67 LEHMAN BROS HLDG 5.50% 4/23/2023 9.63 LEHMAN BROS HLDG 5.50% 10/7/2023 7.92 LEHMAN BROS HLDG 5.50% 1/27/2029 9.00 LEHMAN BROS HLDG 5.50% 2/3/2029 8.20 LEHMAN BROS HLDG 5.55% 2/11/2018 8.20 LEHMAN BROS HLDG 5.55% 3/9/2029 8.25 LEHMAN BROS HLDG 5.55% 1/25/2030 8.50 LEHMAN BROS HLDG 5.55% 9/27/2030 8.25 LEHMAN BROS HLDG 5.55% 12/31/2034 7.75 LEHMAN BROS HLDG 5.60% 1/22/2018 6.93 LEHMAN BROS HLDG 5.60% 2/17/2029 8.63 LEHMAN BROS HLDG 5.60% 2/24/2029 8.50 LEHMAN BROS HLDG 5.60% 3/2/2029 7.75 LEHMAN BROS HLDG 5.60% 2/25/2030 9.00 LEHMAN BROS HLDG 5.60% 5/3/2030 8.38 LEHMAN BROS HLDG 5.63% 1/24/2013 16.25 LEHMAN BROS HLDG 5.63% 3/15/2030 7.75 LEHMAN BROS HLDG 5.65% 11/23/2029 12.50 LEHMAN BROS HLDG 5.65% 8/16/2030 7.68 LEHMAN BROS HLDG 5.65% 12/31/2034 11.01 LEHMAN BROS HLDG 5.70% 1/28/2018 9.00 LEHMAN BROS HLDG 5.70% 2/10/2029 9.50 LEHMAN BROS HLDG 5.70% 4/13/2029 8.50 LEHMAN BROS HLDG 5.70% 9/7/2029 8.50 LEHMAN BROS HLDG 5.70% 12/14/2029 8.00 LEHMAN BROS HLDG 5.75% 4/25/2011 13.63 LEHMAN BROS HLDG 5.75% 7/18/2011 15.50 LEHMAN BROS HLDG 5.75% 5/17/2013 15.17 LEHMAN BROS HLDG 5.75% 1/3/2017 0.01 LEHMAN BROS HLDG 5.75% 3/27/2023 9.10 LEHMAN BROS HLDG 5.75% 10/15/2023 12.50 LEHMAN BROS HLDG 5.75% 10/21/2023 8.00 LEHMAN BROS HLDG 5.75% 11/12/2023 8.33 LEHMAN BROS HLDG 5.75% 11/25/2023 9.50 LEHMAN BROS HLDG 5.75% 12/16/2028 8.42 LEHMAN BROS HLDG 5.75% 12/23/2028 7.75 LEHMAN BROS HLDG 5.75% 8/24/2029 8.90 LEHMAN BROS HLDG 5.75% 9/14/2029 7.75 LEHMAN BROS HLDG 5.75% 10/12/2029 8.20 LEHMAN BROS HLDG 5.75% 3/29/2030 9.63 LEHMAN BROS HLDG 5.80% 9/3/2020 8.50 LEHMAN BROS HLDG 5.80% 10/25/2030 7.75 LEHMAN BROS HLDG 5.85% 11/8/2030 9.00 LEHMAN BROS HLDG 5.88% 11/15/2017 14.25 LEHMAN BROS HLDG 5.90% 5/4/2029 8.50 LEHMAN BROS HLDG 5.90% 2/7/2031 8.20 LEHMAN BROS HLDG 5.95% 12/20/2030 7.50 LEHMAN BROS HLDG 6.00% 7/19/2012 16.06 LEHMAN BROS HLDG 6.00% 12/18/2015 7.80 LEHMAN BROS HLDG 6.00% 1/22/2020 11.50 LEHMAN BROS HLDG 6.00% 2/12/2020 7.00 LEHMAN BROS HLDG 6.00% 1/29/2021 10.13 LEHMAN BROS HLDG 6.00% 10/23/2028 8.20 LEHMAN BROS HLDG 6.00% 11/18/2028 7.75 LEHMAN BROS HLDG 6.00% 5/11/2029 8.25 LEHMAN BROS HLDG 6.00% 7/20/2029 8.25 LEHMAN BROS HLDG 6.00% 3/21/2031 6.25 LEHMAN BROS HLDG 6.00% 4/30/2034 8.50 LEHMAN BROS HLDG 6.00% 7/30/2034 7.75 LEHMAN BROS HLDG 6.00% 2/21/2036 6.50 LEHMAN BROS HLDG 6.00% 2/24/2036 7.50 LEHMAN BROS HLDG 6.00% 2/12/2037 8.50 LEHMAN BROS HLDG 6.05% 6/29/2029 8.14 LEHMAN BROS HLDG 6.10% 8/12/2023 8.25 LEHMAN BROS HLDG 6.15% 4/11/2031 7.00 LEHMAN BROS HLDG 6.20% 9/26/2014 15.50 LEHMAN BROS HLDG 6.20% 6/15/2027 7.75 LEHMAN BROS HLDG 6.20% 5/25/2029 8.90 LEHMAN BROS HLDG 6.25% 2/5/2021 12.50 LEHMAN BROS HLDG 6.25% 2/22/2023 7.75 LEHMAN BROS HLDG 6.40% 10/11/2022 7.03 LEHMAN BROS HLDG 6.40% 12/19/2036 12.50 LEHMAN BROS HLDG 6.50% 2/28/2023 11.01 LEHMAN BROS HLDG 6.50% 3/6/2023 9.75 LEHMAN BROS HLDG 6.50% 10/18/2027 8.75 LEHMAN BROS HLDG 6.50% 10/25/2027 12.50 LEHMAN BROS HLDG 6.50% 11/15/2032 7.35 LEHMAN BROS HLDG 6.50% 1/17/2033 9.00 LEHMAN BROS HLDG 6.50% 12/22/2036 9.75 LEHMAN BROS HLDG 6.50% 2/13/2037 6.22 LEHMAN BROS HLDG 6.50% 6/21/2037 7.75 LEHMAN BROS HLDG 6.50% 7/13/2037 9.63 LEHMAN BROS HLDG 6.60% 10/3/2022 6.11 LEHMAN BROS HLDG 6.63% 1/18/2012 16.06 LEHMAN BROS HLDG 6.63% 7/27/2027 9.00 LEHMAN BROS HLDG 6.75% 12/28/2017 0.01 LEHMAN BROS HLDG 6.75% 7/1/2022 8.20 LEHMAN BROS HLDG 6.75% 3/11/2033 10.50 LEHMAN BROS HLDG 6.75% 10/26/2037 11.50 LEHMAN BROS HLDG 6.80% 9/7/2032 9.90 LEHMAN BROS HLDG 6.85% 8/16/2032 7.75 LEHMAN BROS HLDG 6.88% 5/2/2018 16.25 LEHMAN BROS HLDG 6.88% 7/17/2037 0.02 LEHMAN BROS HLDG 6.90% 9/1/2032 9.63 LEHMAN BROS HLDG 7.00% 4/16/2019 8.00 LEHMAN BROS HLDG 7.00% 5/12/2023 7.15 LEHMAN BROS HLDG 7.00% 9/27/2027 12.50 LEHMAN BROS HLDG 7.00% 10/4/2032 7.80 LEHMAN BROS HLDG 7.00% 7/27/2037 11.50 LEHMAN BROS HLDG 7.00% 9/28/2037 8.00 LEHMAN BROS HLDG 7.00% 11/16/2037 9.63 LEHMAN BROS HLDG 7.00% 12/28/2037 7.59 LEHMAN BROS HLDG 7.00% 1/31/2038 8.31 LEHMAN BROS HLDG 7.00% 2/1/2038 9.25 LEHMAN BROS HLDG 7.00% 2/7/2038 9.00 LEHMAN BROS HLDG 7.00% 2/8/2038 6.02 LEHMAN BROS HLDG 7.05% 2/27/2038 8.18 LEHMAN BROS HLDG 7.10% 3/25/2038 9.00 LEHMAN BROS HLDG 7.25% 4/29/2038 9.00 LEHMAN BROS HLDG 7.35% 5/6/2038 9.75 LEHMAN BROS HLDG 7.88% 8/15/2010 12.50 LEHMAN BROS HLDG 8.00% 3/5/2022 7.75 LEHMAN BROS HLDG 8.50% 8/1/2015 14.50 LEHMAN BROS HLDG 8.75% 2/6/2023 7.00 LEHMAN BROS HLDG 8.80% 3/1/2015 13.50 LEHMAN BROS HLDG 8.92% 2/16/2017 10.50 LEHMAN BROS HLDG 9.50% 12/28/2022 8.52 LEHMAN BROS HLDG 9.50% 1/30/2023 4.46 LEHMAN BROS HLDG 9.50% 2/27/2023 6.27 LEHMAN BROS HLDG 10.00% 3/13/2023 12.25 LEHMAN BROS HLDG 10.38% 5/24/2024 7.50 LEHMAN BROS HLDG 11.00% 10/25/2017 10.75 LEHMAN BROS HLDG 11.00% 6/22/2022 7.50 LEHMAN BROS HLDG 11.00% 7/18/2022 10.50 LEHMAN BROS INC 7.50% 8/1/2026 6.00 LEINER HEALTH 11.00% 6/1/2012 2.00 LOCAL INSIGHT 11.00% 12/1/2017 27.00 LTX-CREDENCE 3.50% 5/15/2011 25.00 MAJESTIC STAR 9.50% 10/15/2010 61.75 MAJESTIC STAR 9.75% 1/15/2011 7.00 MCCLATCHY CO 15.75% 7/15/2014 34.63 MERCER INTL INC 9.25% 2/15/2013 41.00 MERISANT CO 9.50% 7/15/2013 5.00 MERRILL LYNCH 0.00% 3/9/2011 87.25 MILLENNIUM AMER 7.63% 11/15/2026 5.54 MOHEGAN TRIBAL 6.38% 7/15/2009 100.10 MOMENTIVE PERFOR 11.50% 12/1/2016 28.25 MOMENTIVE PERFOR 11.50% 12/1/2016 28.00 MORRIS PUBLISH 7.00% 8/1/2013 7.30 NEENAH FOUNDRY 9.50% 1/1/2017 30.00 NEFF CORP 10.00% 6/1/2015 14.50 NELNET INC 5.13% 6/1/2010 76.50 NETWORK COMMUNIC 10.75% 12/1/2013 20.50 NEW PLAN EXCEL 7.40% 9/15/2009 85.50 NEW PLAN REALTY 6.90% 2/15/2028 18.00 NEW PLAN REALTY 7.65% 11/2/2026 18.25 NEW PLAN REALTY 7.97% 8/14/2026 13.35 NEWARK GROUP INC 9.75% 3/15/2014 2.00 NEWPAGE CORP 10.00% 5/1/2012 41.50 NEWPAGE CORP 12.00% 5/1/2013 29.00 NORTEK INC 8.50% 9/1/2014 33.00 NORTH ATL TRADNG 9.25% 3/1/2012 34.88 NTK HOLDINGS INC 0.00% 3/1/2014 8.25 OUTBOARD MARINE 9.13% 4/15/2017 3.50 PACKAGING DYNAMI 10.00% 5/1/2016 31.38 PALM HARBOR 3.25% 5/15/2024 33.25 PENHALL INTL 12.00% 8/1/2014 36.21 PLY GEM INDS 9.00% 2/15/2012 22.12 PMI CAPITAL I 8.31% 2/1/2027 14.88 POPE & TALBOT 8.38% 6/1/2013 1.00 PRIMUS TELECOM 3.75% 9/15/2010 2.00 PRIMUS TELECOM 8.00% 1/15/2014 11.75 PRIMUS TELECOMM 14.25% 5/20/2011 63.00 PULTE HOMES INC 4.88% 7/15/2009 99.00 QUALITY DISTRIBU 9.00% 11/15/2010 45.00 RADIO ONE INC 6.38% 2/15/2013 18.00 RADIO ONE INC 8.88% 7/1/2011 35.00 RAFAELLA APPAREL 11.25% 6/15/2011 19.00 RAIT FINANCIAL 6.88% 4/15/2027 28.87 RATHGIBSON INC 11.25% 2/15/2014 35.50 READER'S DIGEST 9.00% 2/15/2017 14.00 REAL MEX RESTAUR 10.00% 4/1/2010 78.00 REALOGY CORP 12.38% 4/15/2015 27.00 REALOGY CORP 12.38% 4/15/2015 27.25 REEBOK INTL LTD 2.00% 5/1/2024 84.13 RENTECH INC 4.00% 4/15/2013 35.50 RESIDENTIAL CAP 8.00% 2/22/2011 60.00 RESIDENTIAL CAP 8.38% 6/30/2010 74.00 RESTAURANT CO 10.00% 10/1/2013 42.50 RH DONNELLEY 6.88% 1/15/2013 4.75 RH DONNELLEY 6.88% 1/15/2013 4.75 RH DONNELLEY 6.88% 1/15/2013 4.00 RH DONNELLEY 8.88% 1/15/2016 5.00 RH DONNELLEY 8.88% 10/15/2017 5.00 RITE AID CORP 8.13% 5/1/2010 74.00 RJ TOWER CORP 12.00% 6/1/2013 1.38 ROTECH HEALTHCA 9.50% 4/1/2012 19.00 SALEM COMM HLDG 7.75% 12/15/2010 55.00 SEE-CALL07/09 3.00% 6/30/2033 96.13 SHERIDAN GROUP 10.25% 8/15/2011 60.00 SILVERLEAF RES 8.00% 4/1/2010 73.50 SINCLAIR BROAD 6.00% 9/15/2012 42.25 SIX FLAGS INC 4.50% 5/15/2015 13.75 SIX FLAGS INC 8.88% 2/1/2010 13.94 SIX FLAGS INC 9.63% 6/1/2014 14.00 SIX FLAGS INC 9.75% 4/15/2013 11.00 SPACEHAB INC 5.50% 10/15/2010 45.00 SPHERIS INC 11.00% 12/15/2012 41.00 STALLION OILFIEL 9.75% 2/1/2015 33.21 STANDARD MTR 6.75% 7/15/2009 98.00 STANLEY-MARTIN 9.75% 8/15/2015 25.25 STATION CASINOS 6.00% 4/1/2012 34.75 STATION CASINOS 6.50% 2/1/2014 4.70 STATION CASINOS 6.63% 3/15/2018 3.03 STONE CONTAINER 8.38% 7/1/2012 38.00 TEKNI-PLEX INC 12.75% 6/15/2010 58.15 THORNBURG MTG 8.00% 5/15/2013 5.00 TIMES MIRROR CO 6.61% 9/15/2027 3.50 TIMES MIRROR CO 7.25% 3/1/2013 4.55 TIMES MIRROR CO 7.25% 11/15/2096 4.25 TIMES MIRROR CO 7.50% 7/1/2023 4.00 TOUSA INC 9.00% 7/1/2010 6.25 TOUSA INC 9.00% 7/1/2010 6.25 TOUSA INC 10.38% 7/1/2012 0.01 TRANS-LUX CORP 8.25% 3/1/2012 45.00 TRANSMERIDIAN EX 12.00% 12/15/2010 6.75 TRIBUNE CO 4.88% 8/15/2010 6.75 TRIBUNE CO 5.25% 8/15/2015 4.75 TRIBUNE CO 5.67% 12/8/2008 4.00 TRONOX WORLDWIDE 9.50% 12/1/2012 16.25 TRUMP ENTERTNMNT 8.50% 6/1/2015 11.00 UAL CORP 4.50% 6/30/2021 33.25 UAL CORP 5.00% 2/1/2021 40.00 USFREIGHTWAYS 8.50% 4/15/2010 42.40 VERASUN ENERGY 9.38% 6/1/2017 12.00 VERENIUM CORP 5.50% 4/1/2027 22.50 VERSO PAPER 11.38% 8/1/2016 28.00 VION PHARM INC 7.75% 2/15/2012 34.50 VISTEON CORP 7.00% 3/10/2014 3.00 VITESSE SEMICOND 1.50% 10/1/2024 59.00 WASH MUT BANK FA 5.65% 8/15/2014 0.15 WASH MUT BANK FA 6.88% 6/15/2011 0.01 WASH MUT BANK NV 5.55% 6/16/2010 23.00 WASH MUTUAL INC 8.25% 4/1/2010 64.00 WCI COMMUNITIES 4.00% 8/5/2023 1.56 WCI COMMUNITIES 7.88% 10/1/2013 1.88 WCI COMMUNITIES 9.13% 5/1/2012 1.06 WII COMPONENTS 10.00% 2/15/2012 46.00 WILLIAM LYON 7.63% 12/15/2012 34.00 WILLIAM LYONS 7.50% 2/15/2014 30.50 WILLIAM LYONS 7.63% 12/15/2012 35.00 WILLIAM LYONS 10.75% 4/1/2013 33.00 WISE METALS GRP 10.25% 5/15/2012 42.00 YOUNG BROADCSTNG 10.00% 3/1/2011 2.00 ********* 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 **