/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090716.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 16, 2009, Vol. 13, No. 195 Headlines ACCREDITED HOME: Committee Retains Arent Fox as Counsel ACCREDITED HOME: Court OKs Hunton & Williams as Counsel ACCREDITED HOME: Hires Luce Forward for Securities Litigation ACCREDITED HOME: Hires Kirkland as Counsel for Class Suit ADVANCED MICRO: Board Approves Amendment to Bylaws AMERICAN HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection AMERICAN HOUSING: U.S. Trustee Names 4-Member Panel AMERICAN INT'L: ALICO Will Seek Public Listing in New York ANEKONA W LLC: Taps William Gilardy as Counsel ARCHWAY COOKIES: PBGC Takes Over Mother's Cake Pension Plan ASCENDIA BRANDS: Gets Aug. 31 Extension of DIP Financing ATA AIRLINES: Plan Trustee Revises Liquidating Trust Document ATA AIRLINES: Plan Trustee Reaches Settlement With S. Padre ATA AIRLINES: Plan Trustee to Set Off Hawaii DOT Claim ATHLETIC CLUBS: Case Summary 20 Largest Unsecured Creditors AUGUSTA FUNDING: Moody's Upgrades Ratings on Two Bonds BAKER KURTZ: Case Summary & 20 Largest Unsecured Creditors BALTIMORE OPERA: Public Auction of Real Estate Set for August 6 B+H OCEAN: E&Y Says Covenant Defaults Raise Going Concern Doubt BBZ RESOURCE: Collapse Blamed on Kidz-Idz, High Redemptions BEARINGPOINT INC: Sells Brazilian Unit to CSC for $7,900,000 BENDER SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors BERNARD MADOFF: Picard Taps SCA Creque as BVI Counsel BISON BUILDING: U.S. Trustee Appoints 5-Member Creditors Panel BISON BUILDING: Wants to Hire Porter & Hedges as Counsel BRUNO'S SUPERMARKETS: Court Denies Bid to Close or Convert Case BRSP LLC: S&P Junks Rating on $290 Mil. Senior-Secured Term Loan CALIFORNIA: SEC Classifies State's IOUs as "Securities" CALIFORNIA STATE: Moody's Downgrades Ratings on General Obligation CAMBIUM LEARNING: S&P Puts 'CCC' Rating on CreditWatch Developing CDX GAS: Court Approves Rio's First Amended Chapter 11 Plan CHANG-LIMA DESIGN: Rising Costs, Dropping Sales Lead to Ch 11 CHANG-LIMA DESIGN: Voluntary Chapter 11 Case Summary CHATEAU CARROLLTON: Case Summary & 20 Largest Unsecured Creditors CIT GROUP: Says Talks with Govt. Has Stopped; Evaluating Options CIT GROUP: Gov't May Lose $2.3 Billion Investment in Firm CIT GROUP: DBRS Downgrades Issuer and LT Debt Ratings to BB (Low) CITIGROUP INC: In Talks for Memorandum of Understanding With FDIC CLUB REALTY PRIVILEGED: Voluntary Chapter 11 Case Summary COAL FINANCING: Case Summary & 16 Largest Unsecured Creditors COLONIAL BANCGROUP: Sale of 21 Branches Won't Affect S&P's Rating COMMERCIAL TRANSPORTATION: Voluntary Chapter 11 Case Summary CONTECH LLC: Court Converts Bankruptcy Cases to Chapter 7 DANAOS CORP: Covenant Compliance & Waiver Raises Going Corn Doubt DBSD NORTH AMERICA: Files Schedules of Assets and Liabilities DELPHI CORP: Salaried Employee Cuts Impact Saginaw Plant EDDIE BAUER: Court Approves Cross-Border Insolvency Protocol EDDIE BAUER: May Pay Up to $7.6MM to Key Suppliers & Customers EDDIE BAUER: Proposes September 14 Deadline for Proofs of Claim EDDIE BAUER: U.S. Trustee Appoints 7-Member Creditors Panel EDDIE BAUER: VF Corp. Wants to be Updated of Auction, May Bid EDWARD KROLAK: Voluntary Chapter 11 Case Summary EMI GROUP: Terra Firm in Talks with Citigroup Over Restructuring FITZGERALD INVESTMENTS: Case Summary & 14 Largest Unsec. Creditors ENERSYS: Moody's Changes Outlook to Stable; Affirms 'Ba3' Rating EURAMAX INTERNATIONAL: Moody's Downgrades Default Rating to 'D' EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'D' FORD MOTOR: May Win Pontiac Buyers as GM Drops Brand FONTAINEBLEAU: Capital's Schedules of Assets & Debts FONTAINEBLEAU: Capital's Statement of Financial Affairs FONTAINEBLEAU: Holdings' Schedules of Assets & Debts FONTAINEBLEAU: Holdings' Statement of Financial Affairs FORUM HEALTH: Court Extends Exclusivity Period to September 15 FRASER PAPERS: Canadian Court Extends CCAA Stay Until October 16 FRONTIER AIRLINES: Proposes to Assume CFM Agreements FRONTIER AIRLINES: Proposes to Assume Skytanking Agreements FRONTIER AIRLINES: Proposes to Sell A319-100 Aircraft to Alpha FRONTIER AIRLINES: Proposes to Transfer Aircraft to Q Aviation GARY-WILLIAMS ENERGY: S&P Assigns 'B' Corporate Credit Rating GENERAL GROWTH: 11 Parties Assert $23 Mil. in Mechanics' Liens GENERAL GROWTH: Affiliate Filings Not Made in Good Faith, Says ING GENERAL GROWTH: Chatham County Asserts $1 Million Claims GENERAL GROWTH: Court Approves Akin Gump as Committee's Counsel GENERAL GROWTH: CWCapital Gets Nod to Probe SPE Debtors GENERAL GROWTH: Property Level Enforces $3.8 Bil. Liens GENERAL MOTORS: Moody's Withdraws 'Ca' Corporate Family Rating GENERAL MOTORS: RHJ in Advance Talks to Buy Major Stake in Opel GENERAL MOTORS: Wagoner to Get $74,000 a Year in Retirement Deal GENOIL INC: Posts C$7.7MM 2008 Net Loss; Yet to Attain Profits GLEN ROSE: Net Loss Lowers to $2.1MM in Quarter Ended March 31 GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors GREDE FOUNDRIES: Gets Court Nod for $10MM Loan from DDJ Capital HAMILTON MAY: Case Summary & 11 Largest Unsecured Creditors HARBOR LIGHT: Files for Ch 11 Bankr., Lists $9.18MM in Debts HASSAN DASTGAH: Voluntary Chapter 11 Case Summary HARRY & DAVID: S&P Assigns 'CC' Unsolicited Corp. Credit Rating HERBST GAMING: Majority of Lenders Remain Parties to Lock-Up Pact HEALTH NET: Fitch Downgrades Issuer Default Rating to 'BB-' HERTZ CORPORATION: Moody's Downgrades Corp. Family Rating to 'B1' HILLSIDE FARMS: Case Summary & 20 Largest Unsecured Creditors HONEY AND ME INC: Case Summary & 20 Largest Unsecured Creditors HORSE CREEK DOCK: Case Summary & 2 Largest Unsecured Creditors IMAGINE ADOPTION: Goes Bankrupt; BDO to be Appointed as Trustee ISCO INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors JAMES STEPHENS: Case Summary & 13 Largest Unsecured Creditors JANUS CAPITAL: CEO Gary Black Resigns, Tim Armour Takes His Place JANUS CAPITAL: Moody's Affirms Preferred Shelf Rating at 'Ba2' KC'S MARKET & DELI: Case Summary & 8 Largest Unsecured Creditors LAKE BURTON DEVELOPMENT: Voluntary Chapter 11 Case Summary LAS VEGAS SANDS: To Restart Macau Projects Before the Year Ends LEHMAN BROTHERS: May Join Creditors to Overturn DOCA in Australia LEVITT & SONS: Real Estate Will Be Auctioned Off on July 22 MADISON GRANDE: 44 Units in Foreclosure, 165 Payments Past Due MASSACHUSETTS HEALTH: S&P Changes Outlook on BB Rating to Negative MERCER INTERNATIONAL: S&P's Junk Corp. Credit Rating on Swap Offer MERISANT WORLDWIDE: Can Implement Employee Severance Plan MICHIGAN WHEEL: Case Summary 20 Largest Unsecured Creditors MITCHELL LEONARD: Case Summary & 20 Largest Unsecured Creditors NATIONAL TOWING: Case Summary 20 Largest Unsecured Creditors NEENAH FOUNDRY: Moody's Changes Default Rating to 'Caa3/LD' NEFF CORP: S&P Withdraws 'B-' Long-Term Corporate Credit Rating NEW YORK TIMES: To Sell NY Radio Station to Univision for $45MM NV BROADCASTING: Files Chapter 11 with Pre-Arranged Plan NV BROADCASTING: Case Summary & 30 Largest Unsecured Creditors OAKVIEW BP 93 LLC: Voluntary Chapter 11 Case Summary ODYSSEY RE: Moody's Affirms Preferred Stock Rating at 'Ba2' OSCIENT PHARMACEUTICALS: Case Summary & Largest Unsec. Creditors PANCAKE PARTNERS: Case Summary & 70 Largest Unsecured Creditors PHOENIX WORLDWIDE: Can Hire Bast Amron LLP as Counsel PHOENIX WORLDWIDE: Can Initially Access Cash Securing C3's Loan PROBULK INC: Maritime Insurers Can't Cancel Coverage PROLIANCE INT'L: Gets Interim Approval to Use Operating Revenues PROLIANCE INT'L: Wants Centrum as Lead Bidder for All Assets Sale PROPEX INC: PwC to Prepare Tax Returns for 2008 and 2009 PROVIDENT ROYALTIES: Committee Requests for Independent Trustee PROVIDENT ROYALTIES: U.S. Trustee Forms 9-Member Creditors Panel PROVIDENT ROYALTIES: New List of 20 Largest Unsecured Creditors PROVIDENT ROYALTIES: U.S. Trustee Appoints 9-Member Panel R & B TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors RATHGIBSON INC: Court Grants Approval of $65 Million Loan RATHGIBSON INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D' RATHGIBSON INC: Moody's Cuts Default Rating to D on Ch. 11 Filing RATHGIBSON INC: Case Summary & 20 Largest Unsecured Creditors RESORT INVESTMENTS OF HILTON: Voluntary Chapter 11 Case Summary RITE AID: S&P Changes Outlook to Stable; Affirms 'B-' Rating RIVERFRONT VENTURES: Case Summary & 20 Largest Unsecured Creditors RENAISSANCE PHYSICAL: Voluntary Chapter 11 Case Summary RIGHT OF WAY: Case Summary & 20 Largest Unsecured Creditors RONALD GILBERT: Case Summary & 20 Largest Unsecured Creditors SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List SHERMAG INC: Secures Extension of CCAA Stay Order SONORAN ENERGY: To Auction Off Assets; No Stalking Horse Bid Yet SOUTHERN HOME BUILDERS: Has Until July 27 to File Schedules SOUTHERN HOME BUILDERS: Section 341(a) Meeting Slated for July 29 STANDARD MOTOR: Issues $5.4 Million Promissory Note to D&Os STANFORD GROUP: CFO Davis Pleads "Not Guilty"; Released on Bail STANFORD GROUP: Victims Sue Antigua & Barbuda Gov't for $8 Billion STANFORD GROUP: Lawyer's Second Attempt for Client's Bail Denied STANFORD GROUP: Owner Hopes Appeals Court Will Grant Bail STEEL-N-SQUARE: Case Summary & 19 Largest Unsecured Creditors SUN MICROSYSTEMS: Expects Wider Fiscal Fourth Quarter Loss TEEBEEDEE INC: Shuts Down, Blames Business Model THOMAS KONIG: Proposes Michaelson Susi as Bankruptcy Counsel TRAVELPORT LLC: S&P Downgrades Corporate Credit Rating to 'SD' UCBH HOLDINGS: Fitch Downgrades Issuer Default Ratings to 'CCC' UCBH HOLDINGS: Defers Payments on Trust Preferred Shares ULTRA PURE PRODUCTS: Voluntary Chapter 11 Case Summary UNITED COMMERCIAL: Moody's Downgrades Bank Strength Rating to 'E+' UTGR INC: Severance Pays Continue, Greyhound Racing Remains Vague VARNER BUSINESS PARK: Case Summary & 1 Largest Unsecured Creditor WILLIAM ROGERS: Case Summary & 20 Largest Unsecured Creditors WINE LOFT: Files for Ch 11; Blames High Costs, Tight Lending WISE METALS: Weak Fin'l Results Won't Affect Moody's 'Caa3' Rating WJL EQUITIES CORPORATION: Voluntary Chapter 11 Case Summary WOODSIDE GROUP: Sends Plan to Creditors; Ballots Due Aug. 31 WR GRACE: Court OKs $7.7MM Fees for Kirkland's Oct.-Dec. Work WR GRACE: EPA Declares Health Emergency in Libby, Montana WR GRACE: Montana Court Dismisses Libby Case Vs. M. Favorito WR GRACE: Names Pamela Wagoner VP & Chief HR Officer WR GRACE: Sealed Air Wary Settlement Won't Be Consummated ZILA INC: Intelident Files Suit After Merger Offer Was Rejected * Mounting Bills Cause Condo Associations' Bankruptcy * Todd Duffy to Lead Bankruptcy Practice at Anderson Kill & Olick * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 ********* ACCREDITED HOME: Committee Retains Arent Fox as Counsel ------------------------------------------------------- The official committee of unsecured creditors formed in the Chapter 11 cases of Accredited Home Lenders Holding Co., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to retain Arent Fox as counsel. Arent Fox will, among other things, (a) assist, advise and represent the Committee in its consultation with the Debtors relative to the administration of the Chapter 11 cses, (b) assist, advise and represent the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions, and (c) attend meetings and negotiate with the representatives of the Debtors and secured creditors. Andrew I. Silfen will be primarily responsible for Arent Fox's representation of the Committee. According to Mr. Silfen, the firm will charge the Debtors' estates at these rates: Partners $420-$755 Of Counsel $420-$685 Associates $260-$485 Paraprofessionals $135-$245 The firm may be reached at: Andrew I. Silven, Esq. Schuyler G. Carroll, Esq. Arent Fox 1675 Broadway New York, NY 10019 Tel: 212-484-3900 Fax: 212-484-3990 silfen.andrew@arentfox.com carroll.schuyer@arentfox.com Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors selected Hunton & Williams LLP as Chapter 11 counsel. Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the Debtors. Kurtzman Carson Consultants is the Debtors' claims agent. Roberta A. DeAngelis, acting United States Trustee for Region 3, has appointed three members to the official committee of unsecured creditors. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ACCREDITED HOME: Court OKs Hunton & Williams as Counsel ------------------------------------------------------- Accredited Home Lenders Holding Co., and its affiliates obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Hunton & Williams LLP as its bankruptcy counsel. Hunton & Williams has agreed to, among other things, (I) advise the Debtors with respect to their duties and powers as debtors-in- possession in the continued management and operation of their busienss and properties, (II) attend meetings and negotiate with representatives of creditors and other parties-in-interest, and (III) take all necessary action to protect and preserve the Debtors' estates. The firm's fees will be computed from the hourly rates of its professionals who have provided services to the Debtors: Partners $470-$850 Counsel $400 Associates $220-$450 Paraprofessionals $90-$160 The firm will also charge the Debtors for out-of-pocket expenses. The firm may be reached at: Gregory G. Hesse, Esq. Lynnette R. Warman, Esq. Jesse T. Moore, Esq., Hunton & William LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors selected Hunton & Williams LLP as Chapter 11 counsel. Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the Debtors. Kurtzman Carson Consultants is the Debtors' claims agent. Roberta A. DeAngelis, acting United States Trustee for Region 3, has appointed three members to the official committee of unsecured creditors. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ACCREDITED HOME: Hires Luce Forward for Securities Litigation ------------------------------------------------------------- Accredited Home Lenders Holding Co., and its affiliates ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Luce, Forward, Hamilton & Scripps LLP as special counsel effective May 1, 2009. The Debtor have selected Luce Forward because of its actual knowledge and experience with respect to certain ongoing securities litigation involving the Debtors. The Debtors seek to continue the services of Luce Forward with respect ot the fraud class action entitled Atlas v. Accredite Home Lenders Holding, Co., Cause No. 07-CV-0488-H, in the U.S. District Court for the Southern Districto of California, filed on behalf of persons and entities who purchased securities of Accredited Home between Nov. 1, 2005, and March 12, 2007. In that case, the Debtors retained Luce Forward to represent them as local counsel in April 2007, assisting Kirkland & Ellis, the Debtors' primary counsel in that class action, with a broad range of activities, including advising Kirkland as to local rules. Prepetition, Luce Forward received payments aggregating $596,058 from the Debtors. The firm is still owed $67,068, which will be paid by an insurer that providing management liability coverage for the Debtors. Going forward, the firm will charge the Debtors at these rates: Partners: $405-$580 Associates: $235-$335 Paralegals: $180-$200 Andrea Kimball, Esq., a partner at the firm, says the firm does not have any interest adverse to the Debtors' or their estates. The firm may be reached at: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, California 92101 Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors selected Hunton & Williams LLP as Chapter 11 counsel. Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the Debtors. Kurtzman Carson Consultants is the Debtors' claims agent. Roberta A. DeAngelis, acting United States Trustee for Region 3, has appointed three members to the official committee of unsecured creditors. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ACCREDITED HOME: Hires Kirkland as Counsel for Class Suit --------------------------------------------------------- Accredited Home Lenders Holding Co., and its affiliates ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis LLP as special counsel effective May 1, 2009. The Debtor have selected the firm because of its actual knowledge and experience with respect to certain ongoing securities litigation involving the Debtors. The Debtors seek to continue the services of Kirkland with respect to the fraud class action entitled Atlas v. Accredite Home Lenders Holding, Co., Cause No. 07-CV-0488-H, in the U.S. District Court for the Southern Districto of California, filed on behalf of persons and entities who purchased securities of Accredited Home between Nov. 1, 2005, and March 12, 2007. The Debtors seek to retain Kirkland to assist them in finalizing and implementing the settlement agreement reached in the class action and to expeditiously bring the matter to conclusion. The firm will charge the Debtors at these rates: Partners: $580-$655 Associates: $295-$475 Paralegals: $145-$250 Prepetition, Kirkland received from the Debtors $3,810,867 for services rendered. The Debtors still owe $790,478 for prepetition services, which amount will be paid by management liability insurance. Andrew B. Kay, a partner at Kirkland, says the firm does not represent or hold any interest adverse to the Debtors or their estates. The firm may be reached at: Kirkland & Ellis LLP 655 15th Street, NW Washington D.C. 20005 Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). The Debtors selected Hunton & Williams LLP as Chapter 11 counsel. Pachulski Stang Ziehl & Jones LLP serves as co-counsel of the Debtors. Kurtzman Carson Consultants is the Debtors' claims agent. Roberta A. DeAngelis, acting United States Trustee for Region 3, has appointed three members to the official committee of unsecured creditors. The Debtors' assets range from $10 million to $50 million and its debts from $100 million to $500 million. ADVANCED MICRO: Board Approves Amendment to Bylaws -------------------------------------------------- The Board of Directors of Advanced Micro Devices, Inc., on July 3, 2009, approved an amendment to Article II, Section 10 of the Company's Amended and Restated Bylaws to exclude certain informational requirements relating to stockholders requesting action by written consent. A full-text copy of the Amendment is available at no charge at: http://ResearchArchives.com/t/s?3f49 Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. As reported by the Troubled Company Reporter on May 26, 2009, Fitch revised the senior unsecured debt rating on Advanced Micro Devices to 'CC/RR6' from 'CCC/RR6'. Fitch affirmed AMD's Issuer Default Rating at 'B-'. The Rating Outlook is Negative. As of March 28, 2009, AMD's total consolidated debt was about $5.6 billion. The senior unsecured debt includes these rated notes -- $1.5 billion of 5.75% senior notes due 2012; approximately $2.0 billion of 6% senior notes due 2015; and $390 million of 7.75% senior notes due 2012. The TCR said on April 24, 2009, that Standard & Poor's Ratings Services removed its ratings on AMD from CreditWatch and lowered its corporate credit and senior secured ratings on the Company to 'CCC+' from 'B'. S&P also revised the recovery rating on the senior unsecured notes '4' from '3'. The '4' recovery rating reflects average (30%-50%) recovery in the event of a payment default. The ratings were placed on CreditWatch on April 8, 2009. The outlook is negative. "The rating action reflects our view of the risk that current liquidity, at both AMD as a stand-alone entity and the consolidated group, may be insufficient to adequately fund expected near-term operating losses and debt amortization requirements," said Standard & Poor's credit analyst Lucy Patricola, "even giving consideration for future capital investments by Advanced Technology Investment Corp." The financial support provided by the company's new partner, ATIC (owned by the government of Abu Dhabi) only partly offsets this factor. AMERICAN HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- American Homebuilders, Inc., has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Middle District of Florida. American Homebuilders said in court documents that "during the crash of the real estate market starting in 2006, the sales of lots and homes dried up virtually over night and these market conditions have left AHB without sufficient sales to continue to meet its debt obligations." American Homebuilders listed $10 million to $50 million in assets and $10 million to $50 million in debts. The Debtor named Branch Banking & Trust Co., Bank of America, Wachovia Bank NA, and Regions Bank, among its creditors. According to Rachel Witkowski and Christian Conte at Jacksonville Business Journal, American Homebuilders, together with its owner Mitch Montgomery, filed a motion with the Court, seeking to restrain creditors from pursuing lawsuits in order to prevent them from going after Mr. Montgomery's personal guarantees. BB&T, which claims that American Homebuilders' mortgage debt to the bank is more than $17.5 million, is seeking to foreclose on the Debtor's mortgage lien of about 65 undeveloped lots and 12 vacant speculative houses in Jacksonville, including in Nocatee and Amelia National. Business Journal relates that Mr. Montgomery said he has only been a passive investor in the Company since it was founded in 1992, lending the owners equity money for capital expenses and had no active role in the Company's operation. According to Business Journal, Mr. Montgomery said that American Homebuilders President Craig Scott and the construction vice president, Don Halil, operated the Company until they resigned last year, leaving him "to work through this crisis on his own." Business Journal says that Mr. Montgomery owned 51% of American Homebuilders before Messrs. Scott and Halil left the Company. Mr. Montgomery is now the sole shareholder, Business Journal states. He said that he didn't close American Homebuilders when Messrs. Scott and Halil left because there were still homes and lots in the Company's inventory, Business Journal relates. According to court documents, Mr. Montgomery claimed that he is owed $4.4 million in principal and $561,253 in interest from the Company. Brian G. Rich, Esq., at Berger Singerman PA, assists the Company in its restructuring efforts. American Homebuilders, Inc., is one of the largest Jacksonville, Florida-based homebuilders. It was formed in 1992 and reached gross receipts of $40 million in the real estate boom in 2005. AMERICAN HOUSING: U.S. Trustee Names 4-Member Panel --------------------------------------------------- The U.S. Trustee named four members of the Official Committee of Unsecured Creditors in the American Housing Foundation, Inc. bankruptcy case. The Committee members are: * Rainier American Investors (I, II and III) * Robert Templeton * Terrill F. Horton * Herring Bank Founded as a Texas 501(c)(3) non-profit corporation in 1989, American Housing Foundation owns and operates over 12,500 residential units, making AHF one of the nation's largest entities primarily dedicated to the workforce housing market. Residents in AHF properties benefit from significantly below market rental rates. AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case No. 09-20373). Judge Robert L. Jones handles the case. Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the Debtor in its restructuring efforts. At the time of the filing, AHF estimated it had assets and debts of $100 million to $500 million. Nine creditors had filed an involuntary petition to send AHF to Chapter 11 in April. Robert L. Templeton, who asserts a $5.1 million claim on account of an investment, has the largest claim among the petitioners, which are being represented by David R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas. AMERICAN INT'L: ALICO Will Seek Public Listing in New York ---------------------------------------------------------- American International Group, Inc., will accelerate steps to position American Life Insurance Company (ALICO) as an independent entity and seek an initial public offering and public listing in New York, depending on market conditions and subject to regulatory approval. This planned public offering of ALICO is a significant step in the process that was announced by AIG on March 2 and will result in a board of directors and management team for ALICO separate from AIG. "We continue to consider all strategic options through a robust, structured and disciplined process. At this stage, we expect that a public offering for ALICO will be beneficial to all stakeholders, including U.S. taxpayers, policyholders, employees and distribution partners," said Edward Liddy, Chairman and Chief Executive Officer of AIG. Rodney O. Martin, Jr., Chairman and Chief Executive Officer of ALICO said, "Today's announcement represents a roadmap for our independence. Our ability to weather current economic conditions across all of our markets demonstrates the strength of our operations, diversification of our platform, confidence of our customers and support of our distribution partners." ALICO is a leading global insurer operating in 54 countries with 19 million customers, over 40,000 agents and distribution partners and assets under management of more than $89 billion. Alico has branch offices, subsidiaries and affiliates in emerging, developing and developed markets in Europe, Asia, the Middle East, Africa and Latin America. Alico is domiciled in Wilmington, Delaware and has regional headquarters in Tokyo, London, Paris, Athens, Dubai, and Santiago, Chile. AIA IPO American International Assurance Co. Mark Wilson said that the progress of the Company's IPO, set for the first quarter of 2010, which bankers estimate could raise anywhere from $5 billion to $10 billion, is right on track, Rick Carew and Peter Stein at The Wall Street Journal report. Citing Mr. Wilson, WSJ states that AIG's loss of customers between September 2008 and March 2009 was less than 1% above normal levels. "The impact to us has been much lower than most people would have thought or predicted," the report quoted him as saying. According to WSJ, the plan for a listing on an Asian exchange, likely Hong Kong, will help AIA establish a stronger identity of its own and further distance itself from the problems of AIG. WSJ quoted Mr. Wilson as saying, "The IPO has undoubtedly given the organization a lot of energy and real focus, but it hasn't changed the strategic direction." Prudential Resumes Talks Over AIG's Japanese Units Citing people familiar with the matter, Komaki Ito and Zachary R. Mider at Bloomberg News report that Prudential Financial Inc. has resumed talks with AIG over the purchase of the Company's Japanese insurance units, Star Life and Edison Life. Bloomberg recalls that the negotiations were stalled earlier this year. According to Bloomberg, a person familiar with the matter said that Prudential and AIG aren't close to reaching an agreement on a transaction. Bloomberg, citing the source, relates that AIG is no longer in talks with Manulife Financial Corp. for the units. A source said that the sale could yield more than $3 billion, Bloomberg states. Bloomberg says that for AIG, a sale of the Japanese businesses could represent the biggest transaction since the firm almost collapsed in September 2008. About American International Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received, and continues to seek buyers of its assets. At March 31, 2009, AIG had $819.75 billion in total assets and $765.53 billion in total liabilities. At September 30, 2008, AIG had $1.022 trillion in total assets and $950.9 billion in total debts. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the U.S. Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. ANEKONA W LLC: Taps William Gilardy as Counsel ---------------------------------------------- Anekona W LLC asks the Hon. Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii for permission to employ William H. Gilardy, Jr., Esq., as its counsel. Mr. Gilardy will: -- assist in the preparation of the Debtor's schedules and statement of financial affairs and with other applications and court documents; -- prepare a plan of reorganization for the Debtor; -- coordinate and conclude any pending non-bankruptcy litigation; and -- object to various claims. Mr. Gilardy charges $250 per hour for this engagement. The Debtor assures the Court that Mr. Gilardy is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Kamuela, Hawaii, Anekona W, LLC, filed for Chapter 11 on May 27, 2009 (Bankr. D. Hawaii Case No. 09-01181). The Debtor has assets and debts both ranging from $10 million to $50 million. ARCHWAY COOKIES: PBGC Takes Over Mother's Cake Pension Plan ----------------------------------------------------------- Doug Halonen at Pionline.com reports that The Pension Benefit Guaranty Corp. has taken over Mother's Cake & Cookie Co.'s benefit pension plan. PBGC said in a statement that it took over the plan because Mother's Cake is liquidating its assets in Chapter 7 bankruptcy protection "with no asset purchaser willing to assume the plan." PBGC said that it expects to cover the $10 million shortfall. Pionline.com relates that the pension plan is 71% funded, with assets of $24 million and liabilities of $34 million. It covers a total of 1,100 workers and retirees, says Pionline.com. The plan was terminated on October 6, according to the PBGC's statement. Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, -- http://www.archwaycookies.com/-- makes soft-baked cookies. And crackers. In 1998, Specialty Foods Corp. acquired the Debtors' for about $100 million. Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie Company and Archway Cookies from The Specialty Foods Acquisition Corporation for $250 million in 2000. Parmalat later sold its North American Bakery Group, which includes the Archway brands, Mother's brands and the U.S. and Canadian private label cookie businesses, to the private equity firm Catterton Partners and their operating partner Insight Holdings in 2005. Archway Cookies filed for Chapter 11 protection on October 6, 2008 (Bankr. D. Del. Case No. 08-12323). Its affiliate, Mother's Cake & Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No. 08-12326). Michael R. Lastowski, Esq., at Duane Morris, LLP, represent the Debtors in their restructuring efforts. In their filing, the Debtors listed estimated assets of between $50 million and $100 million and estimated debts of between $500 million and $1 billion. On January 8, 2009, the Court approved the request of the Debtors to convert their Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code, effective as of January 21, 2009, at 5:00 p.m. The Court overruled all objections to the Motion. ASCENDIA BRANDS: Gets Aug. 31 Extension of DIP Financing -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended on June 25, 2009, its final order authorizing Ascendia Brands, Inc., et al., to obtain postpetition financing from Wells Fargo Foothill, Inc., as DIP agent for itself and other lenders, in accordance with a new budget. As a result of a ninth extension of the DIP Final Order, the DIP financing now has a termination date of August 31, 2009. A hearing to consider a further extension of the final order is scheduled for August 26, 2009, at 1:30 p.m. A full-text copy of the Court's 9th extension order is available at http://bankrupt.com/misc/ascendia.9thextensionorder.pdf As reported in the Troubled Company Reporter on September 11, 2008, the Hon. Brendan L. Shannon authorized the Debtors to obtain, on a final basis, up to $26,428,000 in postpetition financing, pursuant to a debtor-in-possession loan agreement dated August 5, 2008. As collateral, the consortium of lenders led by Wells Fargo were granted continuing security interests in all of the Debtors' prepetition collateral and postpetition collateral, which will include all now existing and hereafter acquired real and personal property of each Debtor's estate, wherever located, of any kind, nature or description, and superpriority administrative expense status over all other interest and liens of every kind pursuant to Section 506(b) of the Bankruptcy Code. A full-text copy of the Debtors' debtor-in-possession loan agreement dated Aug. 5, 2008, is available for free at: http://ResearchArchives.com/t/s?3083 Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- was once the maker and seller of Mr. Bubble-brand bubble bath and other health and beauty-care products. The Company and six of its affiliates filed for Chapter 11 protection on August 5, 2008 (Bankr. D. Del. Lead Case No.08- 11787). Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtors in their restructuring efforts. M. Blake Cleary, Esq., Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed total assets of $194,800,000 and total debts of $279,000,000. ATA AIRLINES: Plan Trustee Revises Liquidating Trust Document ------------------------------------------------------------- Steven Turoff, the court-appointed administrator of the ATA Plan Trust, asks the U.S. Bankruptcy Court for the Southern District of Indiana to approve amendments to an agreement governing the Plan Trust. Mr. Turoff made amendments to the liquidating trust agreement in light of JPMorgan Chase Bank NA's decision to resign as agent for the beneficiaries under the Plan Trust. JPMorgan made the decision after it sold all its "allowed lender secured claims" under ATA Airlines' chapter 11 plan to one of the beneficiaries, Jefferies Finance LLC. The amended liquidating trust agreement provides for the transferability and assignment of the beneficial interest issued under the Plan Trust that is held by JPMorgan, and the appointment of Jefferies to hold the beneficial interest as agent for the beneficiaries. A copy of the amended agreement is available without charge at: http://bankrupt.com/misc/ATAAmendedLiquidatingTrustAgreement.pdf Mr. Turoff says the amendments will not adversely affect the interest of the beneficiaries, all of which have reportedly consented to the amendments. The hearing to consider approval of the amendments is scheduled for July 23, 2009. About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for Chapter 11 protection on October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on January 31, 2006. The Debtors' emerged from bankruptcy on February 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The Debtor is represented in its Chapter 22 case by Haynes and Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel. The United States Trustee for Region 10 appointed five members to the Official Committee of Unsecured Creditors. Otterbourg, Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to the Committee. FTI Consulting, Inc., acts as the panel's financial advisors. The Court gave ATA Airlines Inc. until February 26, 2009, to file its Chapter 11 plan and April 27, 2009, to solicit acceptances of that plan. ATA Airlines submitted to the Court its Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on December 12, 2008, two weeks after it completed the sale of its key assets to Southwest Airlines Inc. Bankruptcy Creditors' Service, Inc., publishes ATA Airlines Bankruptcy News. The newsletter tracks the chapter 11 case of ATA Airlines, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) ATA AIRLINES: Plan Trustee Reaches Settlement With S. Padre ----------------------------------------------------------- Steven Turoff, Plan Trustee under the confirmed First Amended Chapter 11 Plan of ATA Airlines Inc., sought and obtained court approval of a settlement agreement with South Padre Energy Ltd., Travis Sanders and Sanders Petroleum Company. Mr. Turoff entered into the agreement to settle his claims against the companies on account of funds that they received from ATA Airlines as prepayment for the purchase of fuel from the airline's suppliers. He alleged that the companies hold about $2.5 million in unspent fuel prepayments and another $1,522,249 from the sale of fuel that should have been delivered to ATA Airlines. ATA Airlines tapped the companies to broker fuel purchases from its suppliers. Under the settlement agreement, the Plan Trust will be entitled to the funds deposited in a segregated bank account maintained at JPMorgan Chase Bank N.A., and an additional payment of $700,000. The $2,507,793 deposit was put up by South Padre Energy prior to the confirmation of ATA Airlines' chapter 11 plan as part of its negotiations with Mr. Turoff to settle his claims. About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for Chapter 11 protection on October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on January 31, 2006. The Debtors' emerged from bankruptcy on February 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The Debtor is represented in its Chapter 22 case by Haynes and Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel. The United States Trustee for Region 10 appointed five members to the Official Committee of Unsecured Creditors. Otterbourg, Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to the Committee. FTI Consulting, Inc., acts as the panel's financial advisors. The Court gave ATA Airlines Inc. until February 26, 2009, to file its Chapter 11 plan and April 27, 2009, to solicit acceptances of that plan. ATA Airlines submitted to the Court its Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on December 12, 2008, two weeks after it completed the sale of its key assets to Southwest Airlines Inc. Bankruptcy Creditors' Service, Inc., publishes ATA Airlines Bankruptcy News. The newsletter tracks the chapter 11 case of ATA Airlines, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) ATA AIRLINES: Plan Trustee to Set Off Hawaii DOT Claim ------------------------------------------------------ Steven Turoff, Plan Trustee under the confirmed First Amended Chapter 11 Plan of ATA Airlines Inc., sought and obtained court approval to set off the amount owed by the Department of Transportation in Hawaii against the amount owed by the airline to the agency. ATA Airlines owes $55,497 on account of unpaid rents and fees it incurred under various airport facility lease agreements with the agency. The Hawaii Department of Transportation, meanwhile, owes $109,723, which it received from the airline as payment for passenger facility charges. The agency is required to return the funds to ATA Airlines since those funds were paid from passenger facility charges for canceled flights. About ATA Airlines Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a diversified passenger airline operating in two principal business lines -- a low cost carrier providing scheduled passenger service that leverages a code share agreement with Southwest Airlines; and a charter operator that focused primarily on providing charter service to the U.S. government and military. ATA is a wholly owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned subsidiary of New ATA Investment, Inc., which in turn, is a wholly owned subsidiary of Global Aero Logistics Inc. ATA Acquisition also owns another holding company subsidiary, World Air Holdings, Inc., which it acquired through merger on August 14, 2007. World Air Holdings owns and operates two other airlines, North American Airlines and World Airways. ATA Airlines and its affiliates filed for Chapter 11 protection on October 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). The Honorable Basil H. Lorch III confirmed the Debtors' plan of reorganization on January 31, 2006. The Debtors' emerged from bankruptcy on February 28, 2006. Global Aero Logistics acquired certain of ATA's operations after its first bankruptcy. The remaining ATA affiliates that were not substantively consolidated in the company's first bankruptcy case were sold or otherwise liquidated. ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D. Ind. Case No. 08-03675), citing the unexpected cancellation of a key contract for ATA's military charter business, which made it impossible for ATA to obtain additional capital to sustain its operations or restructure the business. ATA discontinued all operations subsequent to the bankruptcy filing. ATA's Chapter 22 bankruptcy petition lists assets and liabilities each in the range of $100 million to $500 million. The Debtor is represented in its Chapter 22 case by Haynes and Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel. The United States Trustee for Region 10 appointed five members to the Official Committee of Unsecured Creditors. Otterbourg, Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to the Committee. FTI Consulting, Inc., acts as the panel's financial advisors. The Court gave ATA Airlines Inc. until February 26, 2009, to file its Chapter 11 plan and April 27, 2009, to solicit acceptances of that plan. ATA Airlines submitted to the Court its Chapter 11 Plan of Reorganization and accompanying Disclosure Statement on December 12, 2008, two weeks after it completed the sale of its key assets to Southwest Airlines Inc. Bankruptcy Creditors' Service, Inc., publishes ATA Airlines Bankruptcy News. The newsletter tracks the chapter 11 case of ATA Airlines, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) ATHLETIC CLUBS: Case Summary 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Athletic Clubs of America, LLC dba Fayetteville Athletic Club 2920 E. Zion Rd. Fayetteville, AR 72703 Bankruptcy Case No.: 09-73460 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Debtor's Counsel: Jason N. Bramlett, Esq. Friday, Eldredge & Clark, LLP 3425 North Futrall Drive, Suite 103 Fayetteville, AR 72703 Tel: (479) 695-1102 Fax: (501) 244-5372 Email: jbramlett@fec.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/arwb09-73460.pdf The petition was signed by Robert W. Shoulders, managing member of the Company. AUGUSTA FUNDING: Moody's Upgrades Ratings on Two Bonds ------------------------------------------------------ Moody's Investors Service announced that it has upgraded its ratings these bonds issued by Augusta Funding Limited VII: -- $149,430,000 Floating Rate Secured Guaranteed Class F-1 Bonds Due 2013, Upgraded to Baa2; previously on May 13, 2009 Baa3; -- $162,672,492 8.25% Secured Guaranteed Class A-1 Bonds Due 2036, Upgraded to Baa2; previously on May 13, 2009 Ba1; The ratings assigned by Moody's to the Bonds are linked to several factors, including, but not limited to, various series of perpetual and long-dated floating rate notes owned by the Company, and the Swap Counterparty and will change upon changes in Moody's ratings of these factors. The Bonds also benefit from a financial insurance agreement entered into between the Company and MBIA Insurance Corporation, as a successor to Capital Markets Assurance Corporation. The actions reflect the changes in credit quality of the FRNs and are not based solely on the rating of MBIA whose insurance financial strength rating was downgraded by Moody's to B3 on February 18, 2009. The rating actions are consistent with Moody's modified approach to rating structured finance securities wrapped by financial guarantors as described in a press release dated November 10, 2008, titled "Moody's modifies approach to rating structured finance securities wrapped by financial guarantors." BAKER KURTZ: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Baker Kurtz, Inc. 1010 Ipsen Road Belvidere, IL 61008 Bankruptcy Case No.: 09-72918 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Rockford) Judge: Manuel Barbosa Debtor's Counsel: James E. Stevens, Esq. Barrick, Switzer, Long, Balsley & Van Ev 6833 Stalter Drive Rockford, Il 61108 Tel: (815) 962-6611 Fax: (815) 962-1758 Email: jstevens@bslbv.com Total Assets: $1,192,150 Total Debts: $1,800,340 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/ilnb09-72918.pdf The petition was signed by Bruce Kurtz, president of the Company. BALTIMORE OPERA: Public Auction of Real Estate Set for August 6 --------------------------------------------------------------- By order of the Brian A. Goldman, bankruptcy trustee for Baltimore Opera Company, Inc., Alex Cooper Auctioneers Inc. will conduct a public auction sale of the Company's real estate located at 700- 708 E. Monument Street, MD 21202 on August 6, 2009, at 2:00 p.m., at the premises. The property consists of 2 commercial/industrial buildings totalling 51,000+/- square feet zoned B-3-2 on 1.51+/- acres of land in "East Baltimore". A deposit in the form of cash, cashier's check or certified check for $50,000 is due at the time and place of sale. For full terms and conditions, please visit Alex Cooper's Web site at http://www.AlexCooper.com/ Baltimore Opera -- http://www.baltimoreopera.com/-- held opera shows in Baltimore, Maryland. Michael Harrison is the Company's artistic director. The Baltimore Opera Co. filed for Chapter 11 protection before the U.S. Bankruptcy Court for the District of Maryland on December 10, 2008. The Court subsequently converted the case to a Chapter 7 (Case No. 08-26265). As reported in the TCR on December 11, 2008, Baltimore Opera had more than $1.2 million in liabilities and has less than $50,000 in assets. B+H OCEAN: E&Y Says Covenant Defaults Raise Going Concern Doubt --------------------------------------------------------------- Ernst & Young LLP in Providence, Rhone Island raised substantial doubt about B+H Ocean Carriers Ltd.'s ability to continue as a going concern after auditing the Company's financial results for the year ended December 31, 2008 and 2007. The auditors pointed to the Company's inability to comply with financial covenants under its current loan agreements as of Dec. 31, 2008, its negative working capital position, and other matters. As reported in the Troubled Company Reporter on July 6, 2009, that certain of its banks approved the waivers that was requested for certain technical loan covenant defaults as of Dec. 31, 2008. At Dec. 31, 2008, the company's balance sheet showed total assets of $354,789,344, total liabilities of $213,624,733 and shareholders' equity of $141,164,611. For the year ended Dec. 31, 2009, the Company reported a net income of $15,865,116 compared with a net income of $2,019,177 for the same period in the previous year. Liquidity and Capital Resources The Company requires cash to service its debt, fund the equity portion of investments in vessels, fund working capital and maintain cash reserves against fluctuations in operating cash flow. Net cash flow generated by continuing operations has historically been the main source of liquidity for the Company. Additional sources of liquidity have also included proceeds from asset sales and refinancings. The Company's ability to generate cash flow from operations will depend upon the Company's future performance, which will be subject to general economic conditions and to financial, business and other factors affecting the operations of the Company, many of which are beyond its control. A full-text copy of the FORM 20-F is available for free at http://ResearchArchives.com/t/s?3f44 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. BBZ RESOURCE: Collapse Blamed on Kidz-Idz, High Redemptions ----------------------------------------------------------- BBZ Resource Management, Inc., said it's in bankruptcy due to competition and an unacceptably high number of voucher redemptions. BBZ was in the business of promoting retailers using free gas and grocery vouchers. The retailers use the gift cards as incentives for consumers to buy furniture and high priced items. According to Furniture Today, BBZ's senior vice president, Troy Warren, said in court documents that companies owned by Michael Pouls, called Kidz-IDz and Customer Loyalty International, destroyed BBZ's rebate certificate business. BBZ alleged that it entered into business agreements with Kidz-Idz, under which the latter agreed to purchase rebate certificates from BBZ. However, Mr. Pouls allegedly reneged from the deal and instead created Customer Loyalty Int'l as a competing voucher company. Mr. Warren also said that business was affected, and eventually pushed to bankruptcy, after Mr. Pouls said in media reports that BBZ was running a Ponzi scheme. According to St. Petersburg Times, the Oregon State Attorney General's Office said it was investigating BBZ for operating a pyramid scheme. The Better Business Bureau, St. Petersburg Times reported, said it had received complaints from 40 states against BBZ. BBZ filed for Chapter 11 bankruptcy protection on June 29, 2009 (Bankr. D. Ariz. Case No. 09-14825). Daniel E. Garrison, Esq., at Law Offices of Daniel E. Garrison PLLC assists the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 each in assets and debts in its bankruptcy petition. BEARINGPOINT INC: Sells Brazilian Unit to CSC for $7,900,000 ------------------------------------------------------------ BearingPoint, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to sell its equity interests in BearingPoint, S.A., a subsidiary in Brazil pursuant to a Stock Purchase Agreement dated July 9, 2009, with Computer Sciences Corporation and CSC Brazil Holdings LLC. BearingPoint's Brazilian operations specialize in consulting and systems integration services. CSC has offered $7.9 million for the asset. BearingPoint also seeks the Court's permission to provide CSC expense reimbursement of up to $750,000 if the deal is terminated under certain circumstances. BearingPoint also asks the Court to approve ancillary agreements, including an intellectual property cross-license, a trademark license, and a transition services agreement. As reported by the Troubled Company Reporter on July 14, 2009, the parties expect the transaction to be complete by July 31, 2009. With 550 employees, a strong leadership team and offices in Sao Paulo, Rio de Janeiro and Brasilia, CSC believes the operation will enhance CSC's ability to support existing customers with a presence in Brazil, adding a robust set of new clients, and positions CSC to pursue and win new business in the region. Approximately two-thirds of the staff are qualified to implement and support SAP solutions. Additional horizontal capabilities include project management, strategy consulting and applications management. Language capabilities include English and Spanish, in addition to Portuguese. The acquisition supports CSC's multi-year strategic growth plan by expanding the company's presence in Brazil, the world's ninth- largest economy, and adding key horizontal capabilities and vertical industry expertise. The acquisition will also expand CSC's industry vertical expertise and clientele in its Chemical, Energy and Natural Resources and Technology and Consumer sectors. Clients of the Brazilian business include some of the world's largest producers of oil and gas, and iron ore, as well as some of the world's most respected brands in other sectors. "When completed, this acquisition will mark a milestone in our strategic growth plan and the expansion of our service delivery capabilities in high-growth geographies," said CSC Chairman, President and Chief Executive Officer Michael W. Laphen. "With this step, we will establish a meaningful foothold in one of the world's largest emerging markets, add capabilities that extend and complement our own and position CSC for increased success both internationally and domestically." About CSC CSC -- http://www.csc.com/-- provides technology-enabled solutions and services through three primary lines of business. These include Business Solutions and Services, the Managed Services Sector and the North American Public Sector. CSC's advanced capabilities include systems design and integration, information technology and business process outsourcing, applications software development, Web and application hosting, mission support and management consulting. Headquartered in Falls Church, Va., CSC has approximately 92,000 employees and reported revenue of $16.74 billion for the 12 months ended April 3, 2009. CSC's Latin American presence also includes existing operations in Argentina, Chile, Colombia, Costa Rica, Guatemala, Peru and Mexico. About BearingPoint Inc. BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. Based in McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP - - has approximately 15,000 employees focusing on the Public Services, Commercial Services and Financial Services industries. The Company's service offerings are designed to help clients generate revenue, increase cost-effectiveness, manage regulatory compliance, integrate information and transition to "next- generation" technology. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 protection on February 18, 2009 (Bankr. S.D. N.Y., Case No. 09-10691). Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in Houston; Marcia J. Goldstein, Esq., Ronit J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil Gotshal & Manges LLP, in New York, represent the Debtors as restructuring counsel. AlixPartners, LLP is the Debtors' restructuring advisors. Greenhill & Co., LLC is the Debtor's financial advisor & investment banker. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP, represent the Creditors' Committee as counsel. BearingPoint disclosed total assets of $1,762,689,000, and debts of $2,231,839,000 as of September 30, 2008. Contemporaneous with their bankruptcy petitions, the Debtors filed a pre-packaged Joint Plan of Reorganization under Chapter 11 to implement the terms of their agreement with the secured lenders. BearingPoint intended a traditional reorganization by proposing to issue new stock to unsecured creditors and holders of $690 million in subordinated notes, pursuant to a Chapter 11 plan. The Debtors, however, changed their course and sold off their units. PricewaterhouseCoopers LLP has purchased majority of BearingPoint's North American commercial services practice, Bearingpoint's equity interests in a China unit for $25 million. Deloitte LLP bought BearingPoint's North American public services business for $350 million. BENDER SHIPBUILDING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Bender Shipbuilding & Repair Co., Inc. 265 S. Water Street Mobile, AL 36603-2305 Bankruptcy Case No.: 09-12616 Type of Business: The Debtor operates a ship repair facility in the central Gulf of Mexico. On June 9, 2009, GulfMark Offshore Inc., Louisiana Machinery Company LLC, and Sirius Technical Services Inc. filed an involuntary Chapter 11 petition in the U.S. Bankruptcy Court for the Southern District of Alabama. Christian & Small LLP, and Jones Walker LLP represent the creditors. On July 1, 2009, at the behest of the creditors, the Court converted the Chapter 7 liquidation proceeding to a Chapter 11 reorganization case. See http://www.bendership.com/ Involuntary Chapter 7 Petition Date: June 9, 2009 Petitioners: GulfMark Offshore Inc., Louisiana Machinery Company LLC, and Sirius Technical Services Inc. Date Converted to Chapter 11: July 1, 2009 Court: Southern District of Alabama (Mobile) Judge: Margaret A. Mahoney Debtor's Counsel: A. Clay Rankin, Esq. crankin@handarendall.com Henry A. Callaway, III, Esq. hcallaway@handarendall.com Hand Arendall P.O. Box 123 Mobile, AL 36601 Tel: (251) 694-6207 Benjamin Warren Kadden, Esq. bkadden@lawla.com 601 Poydras Street, Ste. 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Christopher T. Caplinger, Esq. ccaplinger@lawla.com Stewart F. Peck, Esq. speck@lawla.com Lugonbuhl, Wheaton, Peck, Rankin& Hubbard 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Tel: (504) 568-1990 Fax: (504) 310-9195 Irvin Grodsky, Esq. igpc@irvingrodskypc.com P.O. BOX 3123 Mobile, AL 36652-3123 Tel: (251) 433-3657 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Maritrans Operating secured: $14,000,000 Company LP $3,000,000 Two Harbour Place 302 Knights Run Avenue Mobile, AL 36602 GulfMark Offshore Inc. $7,650,000 10111 Richmond, Suite 340 Houston, TX 77042 Trico Marine Services Inc $5,006,500 10001 Woodloch Forest Drive Suite 610 The Wood, TX 77380 Job Crafters Inc. $3,937,905 701 Royal Street Mobile, Al 36603 B&D Contracting $1,189,499 1308 Pass Road Gulfport, MS 39501 Schottel GMBH $813,035 Gulf Offshore Logistic $627,616 Waterways Towing & Offshore $548,335 Services Inc. Ranger Steel Supply $449,163 Metal USA Inc. $416,603 Jamestown Metal Marine Sales $413,905 Inc. American Express $356,941 New Industries Inc./New $340,000 Offshore Rock Cable Inc. $318,007 United Rentals $300,622 Transmontaigne Products $289,276 Serv. Inc. Southern Gas & Supply Inc. $251,572 Technology Ventures Middle $242,615 East FZC Donovan Marine Inc. $244,575 Marine & Industrial Supply $232,432 BERNARD MADOFF: Picard Taps SCA Creque as BVI Counsel ----------------------------------------------------- Irving H. Picard, the trustee for the liquidation of the business of Bernard L. Madoff Investment Securities LLC, asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain SCA Creque, as special counsel, nunc pro tunc to June 8, 2009. Issues have arisen overseas, and in the British Virgin Islands in particular, that require the Trustee's participation and representation by counsel. The Trustee has become aware of assets that he believes to be customer property located within the BVI and requires counsel to pursue such customer property. The Trustee has determined that it will be necessary to engage counsel to represent him in the BVI. Such legal counsel will enable the Trustee to carry out his duties in this liquidation proceeding under the Securities Investor Protection Act, 15 U.S.C. Sec. 78aaa, et seq. The Trustee proposes to retain and employ SCA Creque as its special counsel with regard to its recovery of customer property in the BVI, and any related matters as directed by the Trustee, effective as of June 8, 2009. The firm will be compensated at its normal hourly rates, less a 10% discount: Level of Experience Discounted Rates ------------------- ---------------- Partner $625 Associate $525 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. 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. BISON BUILDING: U.S. Trustee Appoints 5-Member Creditors Panel -------------------------------------------------------------- The United States Trustee for the Southern District of Texas appointed five members to the official committee of unsecured creditors in the bankruptcy cases of Bison Building Holdings, Inc. The Committee members are: -- Lumbermans Merchandising Corp. -- Bluelinx Corporation -- ECMD Inc. -- Eagle Forest Products, Inc. -- Dixie Plywood Company of Houston Houston, Texas-based Bison Building Materials -- http://www.bisonbuilding.com/-- began in 1962 as Roy W. Bierschwale's small retail store and lumber shed. Over the past four decades, Bison Building has grown into Texas' single largest independent supplier of lumber, full service millwork and other added value products. Today, Bison Building operates 14 divisions in Texas, Colorado, New Mexico, and Florida providing construction packages ranging from form lumber to roof decking, as well as a wide range of commodity and custom doors, columns, cabinet doors, molding, plywood and stair parts, all delivered directly to our clients' jobsites. When Bison Building filed for bankruptcy, the Company's President Pat W. Bierschwale said that the expansion from its Texas home base into surrounding states was an "ill advised" "disaster" that resulted in "significant losses." Bison Building Holdings, Inc. and its affiliates filed for Chapter 11 on June 28, 2009 (Bankr. S.D. Tex. Case No. 09-34452). David Ronald Jones, Esq., at Porter & Hedges, L.L.P., represents the Debtors. At the time of the filing, the Company said it had assets and debts of $50 million to $100 million. Bloomberg's Bill Rochelle reported the Company's debt includes $14.6 million owing to Wachovia on the revolving credit and $14 million on mortgages. BISON BUILDING: Wants to Hire Porter & Hedges as Counsel -------------------------------------------------------- Bison Building Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas for permission to employ Porter & Hedges LLP as their counsel. The firm will: -- advise the debtors-in-possession with respect to their powers and duties; -- advise the Debtors with respect to the rights and remedies of the estates' creditors and other parties in interest; -- conduct appropriate examinations of witnesses, claimants and other parties-in-interest; -- prepare all appropriate pleadings and other legal instruments required to be filed in the Chapter 11 cases; -- represent the Debtors in all proceedings before the Court and in any other judicial or administrative proceeding in which the rights of the Debtors or the estates may be affected; -- advise the Debtors in connection with the formulation, solicitation, confirmation and consummation of any plan or plans of reorganization which the Debtors may propose; and -- performing any other legal services which may be appropriate in connection with the continued operation of the Debtors' businesses. The firm's current hourly rates are: Designation Hourly Rate ----------- ----------- Partners $350-$600 Of Counsel $400-$425 Associates/Staff Attorneys $225-$350 Legal Assistants/Law Clerks $135-$185 The Debtors assure the Court that the firm is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. Houston, Texas-based Bison Building Holdings, Inc., and its affiliates filed for Chapter 11 on June 28, 2009 (Bankr. S.D. Tex. Case No. 09-34452). David Ronald Jones, Esq., at Porter & Hedges, L.L.P., represents the Debtors. At the time of the filing, the Company said it had assets and debts of $50 million to $100 million. BRUNO'S SUPERMARKETS: Court Denies Bid to Close or Convert Case --------------------------------------------------------------- Judge Benjamin Cohen of the U.S. Bankruptcy Court for the Northern District of Alabama has denied a request by the Bankruptcy Administrator seeking Chapter 7 conversion or, in the alternative, dismissal of the bankruptcy case of Bruno's Supermarkets, LLC. The Bankruptcy Administrator, according to NetDockets, had argued Bruno's failed to meet certain obligations of a debtor-in- possession: -- Bruno's failed to file proof of casualty or liability insurance coverage as required by Paragraph F of the Chapter 11 Operating Order entered on February 11, 2009, in the case; -- Bruno's failed to provide the Bankruptcy Administrator with a statement of disbursements made during the first calendar quarter as required by Rule 2015(a)(5) of the Federal Rules of Bankruptcy Procedure; -- Bruno's failed to pay the required quarterly fee for the first quarter of 2009 as required by 28 U.S.C. Section 1930(a)(7)). NetDockets says the court order does not specifically address the Bankruptcy Administrator's allegations, but rather states solely that the relief was denied "based on the representations of counsel and the pleadings." As reported by the Troubled Company Reporter on June 29, 2009, Bruno's has filed with the U.S. Bankruptcy Court for the Northern District of Alabama a disclosure statement with respect to its plan of liquidation dated June 19, 2009. The hearing to consider the "adequacy" of the disclosure statement for Debtor's plan of liquidation dated June 19, 2009, pursuant to Section 1125 of the Bankruptcy Code, is set for August 6, at 1:30 p.m. A full-text copy of the disclosure statement explaining the Debtors' plan of liquidation dated June 19, 2009, is available at: http://bankrupt.com/misc/bruno'sDS.pdf Plan Terms The Plan is a liquidating plan. Upon the Plan's effective date, substantially all of the Debtor's assets would have been sold to Southern Family Markets, LLC. The Plan provides for the liquidation of the Debtor's remaining assets and the distribution of the net proceeds by a Liquidating Trustee to the Debtor's creditors. The Plan further provides for the termination of all interests in the Debtors and the dissolution and wind up of the affairs of the Debtor. About Bruno's Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC -- is a privately held company headquartered in Birmingham, Alabama. Bruno's is the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's has operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). Burr & Forman LLP is the Debtor's lead counsel. Najjar Denaburg, P.C., is the Debtor's conflicts counsel. Greenberg Traurig, LLP, is the official committee of unsecured creditors' counsel. Alvarez & Marsal is the Debtor's restructuring advisor. When Bruno's filed for Chapter 11 protection from its creditors, it listed between $100 million and $500 million each in assets and debts. BRSP LLC: S&P Junks Rating on $290 Mil. Senior-Secured Term Loan ---------------------------------------------------------------- On July 14, 2009, Standard & Poor's Ratings Services lowered its rating on BRSP LLC's $290 million senior-secured term loan due July 2014 to 'CCC+' from 'BB-.' The recovery rating is '1', indicating very high (90%-100%) recovery of principal in the event of a default. The outlook is developing. The rating downgrade follows the downgrade by Standard & Poor's of BRSP's parent, CIT Group Inc., to 'CCC+' from 'BB-' on July 13, 2009. CIT wholly owns BRSP. As BRSP is not ring-fenced from CIT per Standard & Poor's criteria, S&P does not rate BRSP above CIT. Under Standard & Poor's rating criteria, a non-ring-fenced subsidiary cannot be rated above the credit quality of the consolidated entity. A subsidiary that meets Standard & Poor's ring-fencing criteria can be rated up to three notches above the credit quality of the consolidated entity, if the underlying economics of the subsidiary support a higher rating. Given the lack of ring-fencing protection from CIT, BRSP's rating will remain constrained by CIT rating. If the CIT rating declines further, BRSP's rating is also likely to decline in lockstep. If CTI's rating rises, then BRSP's rating is likely to rise at least up to the 'BB' level. In S&P's view, there has been no change in the underlying strength of the BRSP credit, notwithstanding the lack of ring-fencing. Proceeds from the $290 million term loan were used to refinance the outstanding balance of a secured term loan facility which is approaching maturity. BRSP was formed on July 5, 2006, as a single-purpose entity to CIT's purchase of lessor notes that were issued as part of a sale- leaseback transaction with Calpine Corporation of two natural gas- fired power plants: Broad River (an 850 MW peaking unit) and South Point (520 MW combined-cycle unit) located in South Carolina and Arizona, respectively. CIT leases the power plants to indirect, wholly-owned Calpine subsidiaries, South Point Energy Center LLC, and Broad River Energy Center LLC, and receives rents which are used to service the BRSP term loan. CALIFORNIA: SEC Classifies State's IOUs as "Securities" ------------------------------------------------------- The Securities and Exchange Commission staff issued a statement last week expressing its belief that California's recently-issued IOUs are "securities" under federal securities law. As such, holders of these IOUs and those who may purchase them are protected by the provisions of the federal securities laws that prohibit fraud in the purchase or sale of securities. As reported in the Troubled Company Reporter last week, the Golden State began issuing the IOUs (called "registered warrants" by California) on July 2 to certain individuals and entities, including citizens who were entitled to a tax refund or vendors who were entitled to payments. The IOUs are obligations of the State of California, are negotiable, and bear interest. The staff's view that the IOUs are securities does not affect California's right to issue or repay the IOUs. In addition to the antifraud provisions of the federal securities laws, other parts of the federal securities laws also apply to the purchase and sale of the IOUs. Persons acting as intermediaries between buyers and sellers of the warrants may need to register as brokers, dealers or municipal securities dealers, or as alternative trading systems or national securities exchanges. Broker-dealers, as well as any potential secondary markets, should be aware that the requirements of the securities laws and the rules of the Municipal Securities Rulemaking Board apply to the IOUs. Finally, the SEC notes, although the IOUs are labeled "registered warrants," they are not registered with the SEC. There is no registration requirement that applies because the IOUs are municipal securities. With Governor Arnold Schwarzenegger and the California Legislature unable or unwilling to agree to fix a $26 billion budget deficit, the State of California started issuing "registered warrants" -- a fancy name for an unsecured IOUs -- to pay some of its bills as they come due. The California Controller said last week that he anticipates he'll issue $591 million of registered warrants payable on October 1, 2009, plus $363 million of additional this "funny money" to support nonprofit centers that count on state funding. Some reports estimate that the state will issue nearly $3 billion of these registered warrants this month. The registered warrants will accrue interest at 3.75% per year. The interest is free of State income tax to the holder if the warrant is redeemed within one year. Many financial institutions told their customers that they would accept the registered warrants as cash through July 10, and step into the shoes of the California creditors receiving the registered warrants. Most major financial institutions have stopped accepting the IOUs but are willing to extend loans against that paper. Press reports indicate that Citibank and Bank of the West are continuing to accept the registered warrants as cash items. A list of credit unions accepting the State's IOUs as cash is posted at: http://www.ccul.org/general/070709CUsAcceptingCAIOUs.pdf on the California Credit Union League's Web site. A craigslist posting dated July 9 posted by sale-2dt3h- 1261942913@craigslist.org says, "I will buy your State of California Registered Warrant (IOU) for cash. 916.716.8785." Another craigslist posting by sale-nrbba-1263631617@craigslist.org dated July 10 offers 60 to 90 cents-on-the-dollar for the negotiable instruments. Ebay.com currently lists no offers to sell California's registered warrants. California's Constitution mandates that education and debt service have priority status, and the Golden State's Controller will work to ensure there are sufficient funds to continue to make those payments with regular warrants. The State Constitution, federal law and court order also require that State payroll, CalPERS, CalSTRS, In-Home Supportive Services and Medi-Cal providers continue to be paid with regular warrants. Regular warrants are immediately redeemable by the State Treasurer after issue, and are generally treated like ordinary paper checks. Once there is sufficient cash in the State Treasury and the Controller determines he may stop issuing IOUs, he will begin issuing regular warrants (checks). However, current law prohibits registered warrants that bear a maturity date from being redeemed earlier than that maturity date. Recipients of any IOUs that were issued with a maturity date of October 1, 2009, will not be able to redeem them before that date, and will continue to earn interest until October 1. CALIFORNIA STATE: Moody's Downgrades Ratings on General Obligation ------------------------------------------------------------------ Moody's Investors Service has downgraded the State of California's general obligation rating to Baa1 from A2. The state's lease debt and other state-backed debt have also been downgraded. The ratings remain on Watchlist for possible downgrade. In addition, Moody's has downgraded the global scale rating assigned to the California Federally Taxable General Obligation Bonds and Stem Cell Research and Cures Bonds, Series 2007A to A2 from Aa3 and the global scale rating on the California Judgment Trust Certificates of Participation Series 2005 to Baa1 from A2. The State Payment Acceleration Notes issued by the Bay Area Infrastructure Financing Authority (rated Baa1) remain on Watchlist for possible downgrade as Moody's assess the credit and the flow of payments from the state. The P-1 rating on the state's commercial paper has also been placed on Watchlist for possible downgrade. The downgrade reflects the increased risk to the legally or constitutionally required payments as "priority payments" as the state deadlock continues and the controller has begun to make certain payments that are not legally or constitutionally required to be paid on time as "non-priority payments" with IOUs. Moody's believes that as the days and weeks go by without enacted solutions to the current cash crisis and the $26 billion budget gap, the risk to priority payments, and eventually debt service payments, is increasing. The downgrade incorporates the risk Moody's believe exists at the current time, as well as the state's inability to solve the current difficulties in a timely fashion. Bonds that are secured by non-priority payments (such as those issued by the state's regional centers or any others around which the payment status is unclear-such as those secured by judgments) may have increased downward pressure on the ratings in the near future if no action is taken by the state to solve the cash crisis and non-priority payments continue to be paid with IOUs. Moody's rating review will take into account many factors, and will focus largely on the ability of the state to overcome the current stalemate and enact solutions to the budgetary and liquidity situation. A continued stalemate could result in a further downgrade in coming months. If the state gets to a position where it is unable to make priority payments, a multi- notch downgrade may result. If the state does take action, Moody's will assess the likely impact of those actions: whether they improve liquidity, whether they improve budgetary balance, whether they provide long-term solutions or quick fixes, and whether Moody's believes the solutions to be viable, to determine whether the actions taken leave the state in a position consistent with the current rating level. List Of Affected Ratings-Municipal Scale (All of these ratings remain on Watchlist for possible downgrade.): AFFECTED RATINGS-Downgraded to Baa1 from A2 * State of California, General Obligation Bonds * State of California, Veterans General Obligation Bonds * California Economic Recovery Bonds AFFECTED RATINGS-Downgraded to Baa2 from A3 * East Bay Building Authority, Certificates of Participation * California State Public Works Board, Lease Revenue Debt * Golden State Tobacco Securitization Corp., Tobacco Settlement Asset Backed Bonds * California debt backed by state appropriation AFFECTED RATINGS-Downgraded to Baa3 from Baa1 * California Judgment Trust Obligations Certificates of Participation AFFECTED RATINGS-Downgraded to Ba1 from Baa2 * California Statewide Communities Development Authority, Revenue Bonds (Inland Regional Center Project), Series 2007 * California Municipal Finance Authority, Revenue Bonds (Kern Regional Center Project), 2009 Series A * County of San Diego, Series 2002 Certificates of Participation (San Diego-Imperial Counties Developmental Services) LIST OF AFFECTED RATINGS-GLOBAL SCALE (All of these ratings remain on Watchlist for possible downgrade.) AFFECTED RATINGS-Downgraded to A2 from Aa3 * California Federally Taxable General Obligation Bonds * Stem Cell Research and Cures Bonds, Series 2007A AFFECTED RATINGS-Downgraded to Baa1 from A2 * California Judgment Trust Certificates of Participation Series 2005 The last rating action with respect to the State of California was June 19, 2009, when the A2 rating of the State of California's general obligation debt was placed on Watchlist for possible downgrade. The last rating action with respect to global scale ratings for the State of California was on June 19, 2009, when the Aa3 global scale rating on the State of California Taxable General Obligation Bonds (Federally Taxable) and the Stem Cell Research and Cures Bonds, Series 2007A was placed on Watchlist for possible downgrade. CAMBIUM LEARNING: S&P Puts 'CCC' Rating on CreditWatch Developing ----------------------------------------------------------------- Standard & Poor's Rating Services said it placed its ratings on Cambium Learning Inc., including the 'CCC' corporate credit rating, on CreditWatch with developing implications. Developing implications means that S&P may raise or lower ratings. The placement is based on the recent agreement to combine its business with Voyager Learning Co. The business combination will be effected through a newly formed company, Cambium-Voyager Holdings Inc., which will acquire both companies and issue shares in the combined company to stockholders of each of Voyager Learning and Cambium Learning. Natick, Ma.-based Cambium had total debt of $168 million at March 31, 2009. "The combination appears to be a good strategic fit, as both companies are of similar revenue size and serve adjacent sectors of the education intervention services market," said Standard & Poor's credit analyst Hal F. Diamond. Under the terms of the transaction, each Voyager stockholder will be entitled to receive stock of Cambium-Voyager Holdings or cash, limited to a maximum of $67.5 million. Voyager had $50.7 million in cash as of March 31, 2009, and investment firm, Veronis Suhler Stevenson, Cambium's owner, has agreed to invest $25 million in the new company. "The combination should modestly improve Cambium's pro forma debt leverage and covenant compliance," added Mr. Diamond, "as Voyager has virtually no debt, though it had lower EBITDA margins than Cambium." CDX GAS: Court Approves Rio's First Amended Chapter 11 Plan ----------------------------------------------------------- The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas confirmed the first amended plan of reorganization for CDX Rio LLC, an affiliated debtor of CDX Gas LLC. Rio's five first lien debt secured creditors holding $94,674,452, and 42 second lien debt secured creditors holding $215,550,000 have accepted the amended plan. The Rio's amended plan includes an amendment settling the U.S. government's recent objections that Rio's asset sales ran afoul of rules governing the transfer of oil and gas leases on tribal land, according to Law360. A full-text copy of the CDX Rio's first amended plan is available for free at http://ResearchArchives.com/t/s?3f3b Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/-- is an independent gas company that explores, develops, and produces onshore North American unconventional natural gas resources located in coal, shale, and tight gas sandstone formations. The Company and 19 of its affiliates filed for Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead Case No. 08-37922). CDX Rio, LLC, an entity in which CDX Gas indirectly owns a 90% membership interest, and Arkoma Gathering, LLC, an entity in which CDX Gas owns a 75% membership interest, filed for Chapter 11 protection on April 1, 2009. In its schedules, CDX listed total assets of $996,308,606 and total debts of $831,259,526. Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represent the Debtors in their restructuring efforts. Gardere Wynne Sewell LLP, serves as conflicts counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Debtors also hired Ryder Scott Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as special title examination counsel; Fish & Richardson LLP as Special Intellectual Property Counsel; Deloitte Tax LLP as Tax Consultants; and Jefferies & Company, Inc. as valuation experts. On January 7, 2009, the Office of the United States Trustee informed the Court of its inability to solicit sufficient interest from creditors to form an official committee of unsecured creditors. CHANG-LIMA DESIGN: Rising Costs, Dropping Sales Lead to Ch 11 -------------------------------------------------------------- Charles Chang-Lima has filed for Chapter 11 bankruptcy protection under Chang-Lima Design Studio Ltd. in the U.S. Bankruptcy Court for the Southern District of New York, listing $1 million to $10 million in assets and $1 million to $10 million in liabilities. The Wall Street Journal blog, Bankruptcy Beat, relates that Chang- Lima Design owes money to more than 50 creditors, including C&J Textiles, and FK Fashions in New York. According to Bankruptcy Beat, Chang-Lima Design blamed its cash troubles on increasing operating costs and sales that have declined due to the recession. Trend tracker NPD Group Inc reported that sales of female plus-size clothing dropped almost 8% for the 12 months ended in March 2009. Crain's New York Business relates that leasing agent, Tarter Stats O'Toole, said that Mr. Chang-Lima isn't behind on rent payments for his 6,000-square-foot headquarters at 264 W. 40th St. Bankruptcy Beat relates that the Company brought in $3.7 million in gross sales revenue in 2008 and this year-to-date, gross sales revenues total $1.1 million. Mr. Chang-Lima sells an eponymous collection at high-end department stores and also sells a collection called Redux. Charles Chang-Lima, who met with applause only five months ago when he debuted an outfit for Barbie at the doll's 50th anniversary runway show during New York Fashion Week, filed for Chapter 11 bankruptcy protection Tuesday, under Chang-Lima Design Studio Ltd. Venezuelan native Charles Chang-Lima founded Chang-Lima Design Studio Ltd. 15 years ago. It sells at Bloomingdale's and Nordstrom. It produces the Charles Chang-Lima women's sportswear collection and the REDUX Charles Chang-Lima line of "gamine and feminine" dresses and gowns that are worn by celebrities including Julianne Moore and Oprah Winfrey. CHANG-LIMA DESIGN: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Chang-Lima Design Studio, Ltd. 264 West 40th Street, Floor 10 New York, NY 10018 Bankruptcy Case No.: 09-14455 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Redux Charles Chang-Lima, LLC 09-14458 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Dana Patricia Brescia, Esq. Alter & Goldman 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 670-0030 Fax: (914) 670-0031 Email: altergold@aol.com Bruce R. Alter, Esq. Alter & Goldman 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 670-0030 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Charles Chang-Lima, president of the Company. CHATEAU CARROLLTON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Chateau Carrollton Associates, Ltd. dba LeChateau Apartments 6095 Lake Forrest Drive, N.W., Suite 270 Atlanta, GA 30328 Bankruptcy Case No.: 09-78260 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Joyce Bihary Debtor's Counsel: Frank B. Wilensky, Esq. Macey, Wilensky, Kessler & Hennings, LLC Suite 2700, 230 Peachtree Street, NW Atlanta, GA 30303-1561 Tel: (404) 584-1200 Fax: (404) 681-4355 Email: smcconnell@maceywilensky 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/ganb09-78260.pdf The petition was signed by Harold P. Barnes. CIT GROUP: Says Talks with Govt. Has Stopped; Evaluating Options ---------------------------------------------------------------- CIT Group Inc. (NYSE: CIT) said July 15 that it has been advised that there is no appreciable likelihood of additional government support being provided over the near term. The Company's Board of Directors and management, in consultation with its advisors, are evaluating alternatives. CIT has more than $1 billion of unsecured notes maturing in both third- and fourth-quarter 2009. Payments for these notes could become increasingly difficult to make if borrower draws increase significantly and CIT does not win regulatory approval of its strategic initiatives, Standard & Poor's said. CIT Group applied for access to government aid before $1 billion in bonds mature next month. Since Nov. 25 the Federal Deposit Insurance Corp. has backed $274 billion in bond sales under its Temporary Liquidity Guarantee Program. However, the FDIC was apprehensive to approve the application because of CIT Group's worsening credit quality. This led to reports that CIT Group, which serves as lender to 950,000 businesses, is preparing for a bankruptcy filing. According to the Wall Street Journal, CIT Group hired Skadden, Arps, Slate, Meagher & Flom, LLP, to prepare for a bankruptcy filing. If CIT cannot ultimately access TLGP or pursue alternative liquidity solutions, Standard & Poor's believes it might attempt to restructure its debt, perhaps in bankruptcy or through an exchange offer. Since bankruptcy concerns arose over the weekend, people have been speculating for the past two days that CIT group won't collapse, after U.S. government officials and regulators were considering effects of a collapse to businesses. According to Bloomberg, the Federal Reserve as of late Tuesday was considering granting permission to shift some of the company's assets to its bank unit, according to two people familiar with the matter. The move could increase the amount the lender could borrow from the Fed's discount window. And Bloomberg reported credit default swaps on CIT dropped after bankruptcy concerns eased. However, with CIT confirming that talks with the government has stopped, bankruptcy speculations have been refueled. Bloomberg said late July 15 that officials at the Treasury, Federal Reserve and FDIC have resisted putting more taxpayer funds at risk, on top of the $2.33 billion granted to CIT in December, to keep the lender afloat. "Maybe they can put together a last-minute deal and try to sell themselves," said Adam Steer, an analyst with CreditSights Inc., according to Bloomberg. "The most viable alternative once the government decides to not step in is a trip into bankruptcy." About CIT Group CIT (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the S&P 500 and Fortune 500. CIT Group reported $75.7 billion in assets and $68.2 billion in liabilities, including $3 billion in deposits, at the end of the first quarter. As reported by the TCR on July 15, Standard & Poor's Ratings Services said that it lowered its ratings on CIT Group Inc., including lowering the counterparty credit ratings to 'CCC+/C' from 'BB-/B'. The ratings remain on CreditWatch, where they were placed with negative implications on June 12, 2009. "The downgrade reflects increased near-term liquidity concerns," said Standard & Poor's credit analyst Rian Pressman. Moody's Investors Service simultaneously downgraded the senior unsecured rating of CIT Group Inc. to B3 from Ba2. Additionally, Moody's placed CIT's long-term ratings on review for further possible downgrade. The company's short-term rating remains Not Prime. The downgrade of CIT's ratings is based on Moody's growing concern with CIT's liquidity position and prospects for survival of the franchise. CIT GROUP: Gov't May Lose $2.3 Billion Investment in Firm --------------------------------------------------------- U.S. Treasury Department officials said that they would lose their $2.3 billion investment in CIT Group Inc., Damian Paletta, Jeffrey Mccracken, and Serena Ng at The Wall Street Journal report. According to WSJ, it would be the first loss of public money injected in banks through the Troubled Asset Relief Program. A spokesperson for the Treasury said that the official believed that much of the $2.3 billion investment had already gone due to the drop in value of CIT preferred stock, WSJ states. Citing people familiar with the matter, WSJ relates that CIT tried to line up at least $2 billion in rescue financing from some of its existing debt holders on Wednesday. According to WSJ, CIT offered to pledge some of its receivables as collateral against those emergency loans and has given debt holders 24 hours to decide if they will come up with the cash, indicating that the Company would likely file for bankruptcy protection without the rescue financing. WSJ notes that the government's termination of talks with CIT has increased the Company's chances to file for bankruptcy protection. The Treasury spokesperson said that the Treasury officials found CIT's problems too severe and that they didn't want to pump more money into the Company because the firm didn't seem to have a viable business plan, WSJ reports. The states that Treasury officials also believe that CIT's problems won't have as big an impact as feared because the Company had already slowed its lending considerably and other lenders appear willing to step up and make more loans to small businesses. According to WSJ, CIT's collapse could be grave for California, because of the large apparel import business. CIT provides a unique service known as "factoring," a business that involves giving cash advances to clothing manufacturers and suppliers, and collecting on invoices sent to small retailers like independent stores in downtown Chicago to large retailers like Bed Bath & Beyond, Wal-Mart and Burlington Coat Factory. WSJ relates that trading in CIT's stock on the New York Stock Exchange has stopped. CIT didn't provide any immediate reason. WSJ states that before the halt in trading, CIT's shares had risen 3 cents or 1.9% to $1.65. WSJ notes that many of CIT's bonds rose on Wednesday -- from a slump last week brought by bankruptcy fears -- on hopes that the government would provide financial assistance. The bond prices still show that investors see a low chance of being repaid in full, WSJ reports. Headquartered in New York City, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $80 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. As reported by the Troubled Company Reporter on July 10, 2009, Fitch Ratings downgraded the Long-term Issuer Default Ratings of CIT Group Inc. and subsidiaries to 'BB- ' from 'BB+'. Concurrent with this action, Fitch upgraded CIT's Support Rating to '3' from '5', reflecting Fitch's view that there is a moderate probability of support from the U.S. government. In addition, Fitch lowered the Individual Rating to 'E' from 'D', which indicates CIT either requires or is likely to require external support. In Fitch's rating criteria, a bank's standalone risk is reflected in Fitch's Individual Ratings while the prospect of external support is reflected in Fitch's Support Rating. Collectively these ratings drive Fitch's long- and short-term IDRs. All ratings remain on Rating Watch Negative. According to the TCR on July 15, 2009, Moody's Investors Service downgraded the senior unsecured rating of CIT Group Inc. to B3 from Ba2. Additionally, Moody's placed CIT's long-term ratings on review for further possible downgrade. The Company's short-term rating remains Not Prime. The TCR reported on July 15, 2009, Standard & Poor's Ratings Services said that it lowered its ratings on CIT Group Inc., including lowering the counterparty credit ratings to 'CCC+/C' from 'BB-/B'. The ratings remain on CreditWatch, where they were placed with negative implications on June 12, 2009. CIT GROUP: DBRS Downgrades Issuer and LT Debt Ratings to BB (Low) ----------------------------------------------------------------- DBRS has downgraded the ratings of CIT Group Inc. and its related subsidiaries; including its Issuer and Long-Term Debt ratings to BB (low) from BB (high). Concurrently, the Company's Short-Term Instruments rating has been downgraded to R-5 from R-4. All ratings remain Under Review with Negative Implications, where they were placed on April 24, 2009. DBRS says the ratings action reflects DBRS's view that CIT's liquidity and funding profile continues to deteriorate and options to restore its liquidity position are becoming more limited. Moreover, according to DBRS, the downgrades reflect its concern that CIT's pressured liquidity position may damage the Company's franchise in the long term. DBRS views CIT's franchise strength a material factor underpinning the rating. DBRS considers CIT's liquidity and funding profile as under increasing pressure. The Company continues to await approval from the Federal Deposit Insurance Corporation (FDIC) to participate in the FDIC's Temporary Liquidity Guarantee Program (TLGP). CIT is also awaiting additional waivers from the Federal Reserve under section 23A of the Banking Act. DBRS is also concerned that the Company's ability to fund any significant increase in client draws on committed lines or other client demands for liquidity could be impacted should the near-term liquidity pressure not be solved in an expedient time frame. Additionally, DBRS remains concerned that delays in receiving regulatory approval of such liquidity enhancing actions could result in CIT resorting to large asset sales and could require CIT to further curtail originations to meet its funding requirements. Asset sales and further reductions in originations could pressure CIT's franchise. The current recessionary environment, reduced liquidity and uncertainty as to future funding options have negatively impacted CIT's historically strong franchise. Furthermore, DBRS is concerned that CIT may also look to other actions, such as debt exchanges, to reduce its outstanding obligations. While debt exchanges may be an efficient means to reduce debt levels, DBRS notes that it may view a debt exchange as a default, if the debt holders is adversely impacted or should DBRS view any exchange as coercive. DBRS sees CIT prospects of attracting sufficient funding at reasonable terms as limited. However, DBRS recognized CIT's recent success in obtaining alternate forms of liquidity, including its recently executed $954 million TALF eligible securitization. Liquidity has also benefited from the 23A waiver transactions, which created approximately $1.5 billion of liquidity at the bank holding company when CIT transferred $5.6 billion of government-guaranteed student loans and $3.5 billion of related debt to CIT Bank as part of its initial 23A waiver in April 2009. Additional 23A transactions, if approved, would add incremental liquidity, however, in DBRS's view, the benefits may be reduced by the delay in receipt of and the size of any such approvals. The rating action also reflects DBRS's view that CIT's pressured financial profile and franchise will continue to be stressed by elevated credit costs. Additionally, the rating actions consider DBRS's opinion that the Company's earnings generation ability has been reduced by the aforementioned factors, as well as the revenue impact of the smaller balance sheet. DBRS is concerned that the lower net income before provisions comes at a time when solid revenues are required to absorb the elevated credit costs associated with this difficult credit cycle. The ongoing recessionary environment continues to impact the creditworthiness of CIT's borrower base as well as the value of the collateral underlying the receivables, therefore, DBRS expects credit losses to increase and remain at elevated levels for the near to mid- term. Given these pressures, DBRS anticipates that it might take longer for CIT to return to profitability. CIT's capital base has been reduced by recent quarterly losses. Loss absorption ability remains limited, given CIT's requirement to hold additional capital as part of its recent bank holding company conversion. CIT committed to a minimum level of total risk based capital of 13% of risk-weighted assets, while CIT Bank committed to maintaining for three years a Tier 1 leverage ratio of at least 15%. At the end of the first quarter of 2009, CIT's total capital ratio was 13.1% and at the Bank level, the Tier 1 capital ratio was 15.0%. These ratios are very close to these committed regulatory levels and as such the Company has little capital cushion to absorb losses. CIT's tangible common equity- to-tangible assets ratio declined to 4.8% from 5.6% at March 31, 2009, driven by the net loss for the quarter. In its ongoing review, DBRS will monitor CIT's progress in obtaining additional sources of funding. Moreover, DBRS will monitor any other actions the Company may take to bolster its liquidity profile. DBRS's review will also focus on CIT's ability to protect and restore its franchise, which in DBRS's view will come under increasing pressure should the Company have to continue to further constrain origination volumes or increase asset sales. Moreover, sizeable losses from continuing operations may also be an indication that the Company's franchise has been permanently weakened, which may lead to further negative ratings pressure. Headquartered in New York City, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a commercial finance company that provides financial products and advisory services to more than one million customers in over 50 countries across 30 industries. A leader in middle market financing, CIT has more than $80 billion in managed assets and provides financial solutions for more than half of the Fortune 1000. A member of the S&P 500 and Fortune 500, it maintains leading positions in asset-based, cash flow and Small Business Administration lending, equipment leasing, vendor financing and factoring. The CIT brand platform, Capital Redefined, articulates its value proposition of providing its customers with the relationship, intellectual and financial capital to yield infinite possibilities. * * * As reported in the Troubled Company Reporter on July 13, 2009, U.S. government officials are in talks on providing an aid to CIT Group Inc., Damian Paletta and Serena Ng at The Wall Street Journal report, citing people familiar with the matter. CIT Group Inc. says its demise would put 760 manufacturing clients at risk of failure and "precipitate a crisis" for as many as 300,000 retailers, Pierre Paulden and Caroline Salas at Bloomberg News report. Meanwhile, according to Alistair Barr and Ronald D. Orol at MarketWatch, analysts believe a bankruptcy filing by CIT Group probably wouldn't solve the lender's long-term problems, and that a short period of government support followed by an acquisition by a large bank or another deep-pocketed investor may be its best hope. CIT Group reported $75.7 billion in assets and $68.2 billion in liabilities, including $3 billion in deposits, at the end of the first quarter of 2009. CITIGROUP INC: In Talks for Memorandum of Understanding With FDIC ----------------------------------------------------------------- People familiar with the matter said that Citigroup Inc. has been negotiating with the Federal Deposit Insurance Corp. about entering into a memorandum of understanding with that agency, so that the bank can work out its problem without the glare of outside attention, David Enrich at The Wall Street Journal reports. Citing sources, WSJ states that Citigroup has been operating under a similar agreement with the Office of the Comptroller of the Currency since 2008. According to WSJ, the sources said that the agreement with the FDIC relates to Citigroup's plans to shed assets and improve its governance, among other things. Some Citigroup officials are confident that the agreement will help soften the Company's icy relationship with the FDIC. Mark Gongloff at WSJ relates that Citigroup and Bank of America will likely report respectable second quarter results on Friday. According to WSJ, the two firms are still saddled with deteriorating credit portfolios. Smith Barney Faces Multimillion Dollar Investor Claim The Vernon Healy law firm has filed a claim against Citi Smith Barney on behalf of a Naples couple who suffered millions in losses following their stockbroker's trades in the couple's account without their permission and inappropriate investing activity in municipal bonds and preferred stocks. The portfolio, which contained more than $10 million in municipal bonds when it was transferred to Citi Smith Barney, currently known as Morgan Stanley Smith Barney, was initially designed to generate a fixed income for living expenses for the young couple who retired early to Florida following a successful sale of their businesses. After dramatic losses in the couple's municipal bond account, managers at Citi Smith Barney rejected the couple's complaints about unauthorized trades and other broker improprieties and failed to conduct an objective investigation, according to the claim. This failure to adequately investigate was especially inappropriate in light of the nine other customers who have lodged complaints against the same broker. The previous customer complaints include ones involving unauthorized trading as well. The broker's previous employer, Merrill Lynch, has paid more than $550,000 to settle past customer abuse complaints, according the claim. The Vernon Healy law firm is seeking phone records of the brokerage firm and broker in addition to other documents as further evidence of the allegations of unauthorized trading. The broker purchased preferred stock in his own employer, Citigroup, in early 2008 for the couple's account, a practice barred by Citigroup internal rules, the claim states. Citi Smith Barney's managers and compliance department failed to discover and stop the broker's Citigroup trades on which the couple lost more than $400,000 in principal, according to the claim. The Smith Barney broker moved greater portions of the couple's fixed income bond portfolio to financial industry preferred stocks in early 2008 as the troubled financial industry sector rapidly deteriorated. After the collapse of Bear Sterns in March 2008, the Smith Barney broker executed unauthorized trades in the couple's account and purchased Morgan Chase, Citigroup, Deutsche Bank, Credit Suisse, Barclays, and Wells Fargo, Allianz, ING, Fannie Mae, and Freddie Mac preferred stocks and convertible products, according to the claim. The couple's account lost $650,000 in principal as a result of the broker's purchases of AIG, ING, Freddie Mac, and Fannie Mae between May 2008 and July 2008, the claim states. In addition, the claim asserts that the stockbroker purchased Main Street Natural Gas bonds backed by Lehman Brothers at a premium in April 2008 in the couple's account, despite significant industry concerns about the financial sector and especially Lehman Brothers. The couple lost more than $100,000 in principal on this bond alone, which has come under regulatory scrutiny since it lost 75 percent of its value within a year of its issuance and sale to the public. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citigroup had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of September 30, 2008. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CLUB REALTY PRIVILEGED: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Club Realty Privileged Properties, Inc POB 21735 Mesa, AZ 85277 Bankruptcy Case No.: 09-16117 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Robert M. Cook, Esq. Law Offices of Robert M. Cook PLLC 219 W Second St. Yuma, AZ 85364 Tel: (928) 782-7771 Fax: (928) 782-7778 Email: robertmcook@yahoo.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 Stephen L. Smith, president of the Company. COAL FINANCING: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Coal Financing, LLC POB 210333 Royal Palm Beach, FL 33421 Case No.: 09-24183 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Debtor's Counsel: Norman L. Schroeder II, Esq. 6801 Lake Worth Rd #120 Lake Worth, FL 33467 Tel: (561) 642-8884 Fax: (561) 642-3377 Email: nschroeder@nlsbankruptcy.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Joseph R. Bergman, the Company's managing member. Debtor's List of 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AMD Industries, Inc. $37,106 Carrol Township Real Estate Texas $6,794 CRG Energy $10,042,716 P.O. Box 210333 Royal Palm Beach, FL 33421 Dept. of Environmental Escrow Fund $8,100,000 Protection c/o Barbara J. Grabowski Southwest Regional Office 400 Waterfront Drive Pittsburgh, PA 15222 Gleason & Associates Accounting services $1,723 Mon-View Mining Company $24,700,000 c/o Donald Calaiaro, Esquire Grant Building, Suite 1105 310 Grant Street Pittsburgh, PA 15219-2230 New Eagle Borough Real Estate Taxes $714 North Strabane Township Real Estate Taxes $595 Nottingham Township Real Estate Taxes $89,902 Peters Township School School taxes $9,867 District Proterra Energy $25,000 Richard Jackson $1,300,000 c/o Capital Technologies, Inc. 4955 Steubenville Pike Pittsburgh, PA 15205 Richard Wilensky $300,000 3109 Carlisle Suite 100 Dallas, TX 75204 Thorp, Reed & Armstrong Legal Services $169,290 Union Township Real Estate Texas $36,480 Washington County $25,300 COLONIAL BANCGROUP: Sale of 21 Branches Won't Affect S&P's Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Colonial BancGroup Inc. (CCC/Watch Neg/--) are unaffected by the company's announcement that it plans to sell 21 branches in Nevada. S&P does not see a material impact from the sale, which will generate a premium of $28 million on the associated loans and deposits. Rather, S&P thinks the dominant rating factors include the company's credit-quality issues, regulatory risks, and ability to complete its announced capital plan, which requires its participation in the U.S. Treasury's Troubled Asset Relief Program. S&P expects the company to report a continued increase in nonperforming assets in the second quarter, notably in the construction portfolio, but does not see any imminent liquidity issues. S&P also thinks regulatory risks are high given the company's receipt of a cease-and-desist order, which requires significantly higher capital levels by the third quarter. COMMERCIAL TRANSPORTATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Commercial Transportation Center Inc. 2029 Century Park East 1400 Los Angeles, CA 90067 Bankruptcy Case No.: 09-28009 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Donny E. Brand, Esq. Brand & Spellman PC 3836 E Anaheim St Long Beach, CA 90804 Tel: (562) 438-7500 Fax: (562) 438-8500 Email: dbrand@brandspellman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Amod Carroll, president of the Company. CONTECH LLC: Court Converts Bankruptcy Cases to Chapter 7 --------------------------------------------------------- Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, according to a notice entry on the court docket, has agreed to convert the Chapter 11 bankruptcy cases of Contech U.S., LLC, and its debtor-affiliates to liquidation proceedings under Chapter 7 of the Bankruptcy Code. As reported by the Troubled Company Reporter on July 6, 2009, Contech sought conversion of the Debtors' cases, citing that they have sold substantially all of the assets of their castings group unit to Revstone Industries, and steel products group unit to another party. They also have sold the shares of non-debtor affiliate Contech U.K. to Hicorp 46 Limited. The Debtors also noted their DIP facility matured July 10, 2009. The Debtors said the lenders were not willing to extend the maturity date of the facility, and thus they 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 have sold the facility pursuant to a separate court order. The 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. DANAOS CORP: Covenant Compliance & Waiver Raises Going Corn Doubt ----------------------------------------------------------------- Danaos Corporation disclosed in its annual report file with the Securities and Exchange Commission that there is substantial doubt of its ability to continue as a going concern. The Company related that failure to comply with its covenants and not being able to obtain covenant waivers or modifications, could result to its lenders requiring it to make prepayments or provide additional collateral sufficient to bring it into compliance with the covenants. In connection with any waivers or amendments to its loan agreements, its lenders may impose additional operating and financial restrictions on the Company and modify the terms of its existing loan agreements. These restrictions may limit its ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, its lenders may require the payment of additional fees, require prepayment of a portion of its indebtedness to them, accelerate the amortization schedule for its indebtedness and increase the interest rates they charge the Company on its outstanding indebtedness, all of which could adversely affect its profitability and cash flows. Selected balance sheet data showed total assets 2,828,464,000 total liabilities of $2,609,430,000 and stockholders equity of $219,034,000. For the year ended Dec. 31, 2008, the company reported a net income $115,238,000 compared with a net income of $215,264,000 A full-text copy of the FORM 20-F is available for free at: http://ResearchArchives.com/t/s?3f46 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." DBSD NORTH AMERICA: Files Schedules of Assets and Liabilities ------------------------------------------------------------- DBSD North America Inc. and its debtor-affiliates filed their schedules of assets and liabilities in the U.S. Bankruptcy Court for the Southern District of New York, disclosing: Total Total Entities Assets Liabilities -------- ------ ----------- DBSD North America, Inc. $78,568,015 $783,819,509 DBSD Services Limited $110,744 $782,276,000 3421554 Canada Inc. $1,010 $782,276,000 DBSD Satellite Management, LLC $0 $782,276,250 DBSD Satellite North America Limited $0 $782,276,000 New DBSD Satellite Services G.P. $0 $782,276,250 DBSD Satellite Services Limited $0 $782,276,000 SSG UK Limited $0 $782,276,000 A full-text copy of DBSD North America, Inc.'s schedules is available for free at http://ResearchArchives.com/t/s?3f3c A full-text copy of DBSD Services Limited's schedules is available for free at http://ResearchArchives.com/t/s?3f41 A full-text copy of 3421554 Canada Inc.'s schedules is available for free at http://ResearchArchives.com/t/s?3f3d A full-text copy of DBSD Satellite Management, LLC's schedules is available for free at http://ResearchArchives.com/t/s?3f3e A full-text copy of DBSD Satellite North America Ltd.'s schedules is available for free at http://ResearchArchives.com/t/s?3f3f A full-text copy of New DBSD Satellite Services G.P.'s schedules is available for free at http://ResearchArchives.com/t/s?3f42 A full-text copy of DBSD Satellite Services Limited's schedules is available for free at http://ResearchArchives.com/t/s?3f40 A full-text copy of SSG UK Limited's schedules is available for free at ttp://ResearchArchives.com/t/s?3f43 About DBSD North America Inc. Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09- 13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company serves as financial advisors to the Debtors. The Garden City Group Inc. is the court- appointed claims agent for the Debtors. When the Debtors sought for protection from their creditors, they listed between $500 million and $1 billion each in assets and debts. DELPHI CORP: Salaried Employee Cuts Impact Saginaw Plant -------------------------------------------------------- Delphi Corporation is readying its salaried employees of more job cuts in light of its recent reorganization efforts, The Saginaw News reports. In this regard, the future of 1,080 salaried workers in Delphi's steering systems plant in Saginaw, Michigan remains uncertain, according to David Barnas, executive director of global external affairs of Delphi, Saginaw News cites. The report notes that Saginaw's 1,080 workers make up half of Delphi's Steering System business' workers employed worldwide. 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) EDDIE BAUER: Court Approves Cross-Border Insolvency Protocol ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has entered an order approving a cross-border insolvency protocol that will govern the conduct of all parties both in the Chapter 11 cases in Delaware and the insolvency proceedings in Canada of Eddie Bauer entities. Eddie Bauer Holdings, Inc., et al.'s Chapter 11 cases are pending in the Delaware Court, while Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services' insolvency proceedings under the Companies Creditors Arrangement Act are pending in the Ontario Superior Court of Justice in Canada. Eddie Bauer, Inc., is the parent company of the Canadian Debtors. The cross-border insolvency protocol was drafted to ensure the efficient and orderly administration of both the U.S. and Canadian proceedings as well as to coordinate activities for the benefit of each of the Debtors' respective estates and stakeholders. A full-text copy of the approved cross-border insolvency protocol is available at: http://bankrupt.com/misc/ebauer.insolvencyprotocol.pdf About Eddie Bauer Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed a monitor in the Canadian proceedings. EDDIE BAUER: May Pay Up to $7.6MM to Key Suppliers & Customers -------------------------------------------------------------- Eddie Bauer Holdings, Inc., et al., have obtained approval from the U.S. Bankruptcy Court for the District of Delaware to pay prepetition claims of critical vendors, administrative claimholders, customs agents and shippers, and to pay for postpetition delivery of outstanding orders, subject to these limits: Individual Cap Aggreg. Limit -------------- ------------- Critical Vendor Claims $250,000 $2,400,000 Priority Sec. 503(b)(9) Claims $250,000 $1,200,000 Shippers Claims N/A $2,000,000 Priority Customs Claims N/A $2,000,000 Priority vendors and shippers who accept payment from the Debtors must agree to provide the Debtors with normalized postpetition trade credit on same terms as those extended to the Debtors prepetition, including pricing and credit limits, for the duration of the Debtors' Chapter 11 cases. Should a critical vendor or shipper refuse to supply goods on customary trade terms or under mutually agreed trade terms following payment of its claim, the Debtors are granted authorization to terminate any trade agreement with said vendor or shipper and to declare that any payments made to said critical vendor or shipper be deemed in payment of all then outstanding postpetition claims without further order of the Court. About Eddie Bauer Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed a monitor in the Canadian proceedings. EDDIE BAUER: Proposes September 14 Deadline for Proofs of Claim --------------------------------------------------------------- Eddie Bauer Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to establish September 14, 2009, at 4:00 p.m. as the general bar date for the filing of proofs of claim in their bankruptcy cases, and December 14, 2009, at 4:00 p.m. with respect to all governmental units. As proposed, proofs of claim must be filed so as to be actually received by Kurtzman Carson Consultants, LLC, the Debtor's claims and noticing agent, on or before the applicable bar date, addressed to: Eddie Bauer Claims Processing Center c/o Kurtzman Carson Consultants, LLC 2335 Alaska Avenue, El Segundo, CA 90245 Entities asserting claims against more than one Debtor must file a separate proof of claim for each Debtor. About Eddie Bauer Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed a monitor in the Canadian proceedings. EDDIE BAUER: U.S. Trustee Appoints 7-Member Creditors Panel ----------------------------------------------------------- Roberta A. DeAngelis, acting United States Trustee for Region 3, appointed 7 creditors to serve on the official committee of unsecured creditors in Eddie Bauer Holdings, Inc., and its debtor- affiliates' jointly administered Chapter 11 cases. The Creditors Committee members are: a) The Bank of New York, as Indenture Trustee Attn: Robert H. Major 6525 West Campus Oval New Albany, OH 43054 Tel: (614) 775-5278 Fax: (614) 775-5636 b) Tara Hill c/o Marc Primo, Esq. Initiative Legal Group LLP 1800 Century Park East Suite 200 Los Angeles, CA 90067 Tel: (310) 556-5637 Fax: (310) 861-9051 c) RR Donnelley & Sons Company Attn: Dan Pevonka 3075 Highland Parkway Downers Grove, IL 60515 Tel: (630) 322-6931 Fax: (630) 322-6052 d) Simon Property Group Attn: Ronald M. Tucker 225 W. Washington Street Indianapolis, IN 46204 Tel: (317) 263-2346 Fax: (317) 263-7901 e) GGP Limited Partnership c/o Julie Minnick Bowden 110 N. Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 Fax: (312) 442-6374 f) AQR Capital Attn: Todd Pulvino 2 Greenwich Plaza, 1st Floor Greenwich, CT 06830, Tel: (203) 742-3002 Fax: (203) 742-3072 g) Highbridge International, LLC Attn: Eric Colandrea 9 West 57th Street, 27th Floor New York, NY 10019 Tel: (212) 287-4735 Fax: (212) 751-0755 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Eddie Bauer Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed a monitor in the Canadian proceedings. EDDIE BAUER: VF Corp. Wants to be Updated of Auction, May Bid ------------------------------------------------------------- Court documents say that apparel maker VF Corp is a "party of interest" in the July 16 auction for Eddie Bauer Holdings Inc.'s assets. According to court documents, VF has asked the U.S. Bankruptcy Court for the District of Delaware to send it all notices in the case, saying it is a "party in interest." Reuters relates that others that requested notices in the case include these creditors: -- suppliers, -- lenders, -- landlords, and -- investment firms like Monarch Alternative Capital LP. Reuters relates that VF CEO Eric Wiseman said in June that he was having in talks over potential targets as the weak economy provided buying opportunities. According to the report, Mr. Wiseman listed the outdoor sector as an area of interest. VF had can afford to do "a reasonably large" deal, as the company will have $600 million in cash and $1.3 billion in accessed funds by year-end, the report states, citing Mr. Wiseman. VF Corp. is an apparel powerhouse whose outdoor brands include North Face, Reef, and Kipling. About Eddie Bauer Established in 1920 in Seattle, Washington, Eddie Bauer is a specialty retailer that sells outerwear, apparel and accessories for the active outdoor lifestyle. The Eddie Bauer brand is a nationally recognized brand that stands for high quality, innovation, style and customer service. Eddie Bauer products are available at 371 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebauer.com/ Eddie Bauer participates in a joint venture in Japan and has licensing agreements across a variety of product categories. Eddie Bauer, Inc., was a subsidiary of Spiegel, Inc. Eddie Bauer Inc. emerged from Spiegel's 2003 chapter 11 case as a separate, reorganized entity under the control and ownership of Eddie Bauer Holdings, Inc. Eddie Bauer Holdings, Inc., and eight affiliates filed for bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No. 09-12099). Judge Mary F. Walrath presides over the case. David S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the Debtors' general counsel. Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as local counsel. The Debtors' restructuring advisors are Alvarez and Marsal North America LLC. Their financial advisors are Peter J. Solomon Company. Kurtzman Carson Consultants LLC acts as claims and notice agent. As of April 4, 2009, Eddie Bauer had $525,224,000 in total assets and $448,907,000 in total liabilities. Eddie Bauer Canada, Inc. and Eddie Bauer Customer Services filed for protection from their creditors in Canada on June 17, 2009, the same day the U.S. Debtors filed for protection from their creditors. The Canadian Debtors have obtained an initial order of the Canadian Court staying the proceedings against the Canadian Debtors and their property in Canada. RSM Richter Inc. was appointed a monitor in the Canadian proceedings. EDWARD KROLAK: Voluntary Chapter 11 Case Summary ------------------------------------------------ Joint Debtors: Edward J. Krolak Development, Corp. Krolak, Stacey Marie 8912 E. Pinnacle Peak, #107 Scottsdale, AZ 85255 Bankruptcy Case No.: 09-16287 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Edward Joseph Krolak, Jr. And Stacey Marie Krolak 09-16289 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtors' Counsel: Joel F. Newell, Esq. Carmichael & Powell, P.C. 7301 N. 16th Street Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 Email: j.newell@cplawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. EMI GROUP: Terra Firm in Talks with Citigroup Over Restructuring ---------------------------------------------------------------- Salamander Davoudi and Martin Arnold at The Financial Times report that Terra Firma, the private equity firm, is in the early stages of talks with Citigroup over a restructuring of EMI Group Ltd. Proposal According to the FT, a formal proposal has yet to be submitted but Guy Hands, head of Terra Firma, is offering to inject up to GBP300 million of fresh equity in EMI, while negotiating with Citigroup to write down a large chunk of the music label's debt. Mr. Hands, the Sunday Times discloses, is attempting to negotiate a big writedown of EMI's GBP2.5 billion debt pile as well as a new set of financing arrangements. The Sunday Times discloses the main terms are that the debt must stay within a certain multiple of earnings, which is tested every six months. If it does not, Terra Firma can inject new equity to "cure" the difference, the Sunday Times states. Mr. Hands' debt proposal, as well as requiring the agreement of Citigroup, needs the approval of 75% of his investors, the Sunday Times says. The FT notes one person close to the talks said Citigroup was not close to agreeing to write off a large chunk of EMI's debt and that a deal remained highly uncertain. Write-offs The FT recalls in March Terra Firma disclosed it had written off half of GBP2.3 billion investment in EMI. Citigroup has also partly written down some debt, the FT states. Equity Injections Terra Firma, the FT says, has carried out a series of equity injections into EMI, including GBP28 million in March. Terra Firma was forced in May to inject more cash into EMI for the second time in six months, after it missed targets imposed in banking covenants, the FT recounts. London-based EMI Group Limited -- http://www.emigroup.com/-- houses recorded music segment EMI Music and EMI Music Publishing. EMI Music distributes CDs, videos, and other formats primarily through imprints Capitol Music Group, EMI Records, and Virgin, and sports a roster of artists such as The Beastie Boys, Norah Jones, and Lenny Kravitz. EMI Music Publishing, the world's largest music publisher, handles the rights to more than a million songs. Private equity firm Terra Firma bought EMI for US$4.9 billion in 2007. FITZGERALD INVESTMENTS: Case Summary & 14 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Fitzgerald Investments, LLC 89 Tuttle Road Meredith, NH 03253 Bankruptcy Case No.: 09-12601 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court District of New Hampshire Live Database (Manchester) Debtor's Counsel: Eleanor Wm Dahar, Esq. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 Email: edahar@worldnet.att.net 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 14 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb09-12601.pdf The petition was signed by Keith Fitzgerald, managing member of the Company. ENERSYS: Moody's Changes Outlook to Stable; Affirms 'Ba3' Rating ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook for EnerSys to stable from positive and affirmed the ratings of the company, including the Ba3 corporate family, Ba3 probability of default, Ba1 senior secured and B2 senior unsecured convertible notes ratings. The outlook change reflects Moody's belief that the significant reduction in demand for EnerSys' products and services, in both the Reserve Power and Motive Power business segments, is likely to lead to a material decrease in unit sales volume and pressure its operating results through the near term. Consequently, in Moody's opinion, EnerSys' fundamentals are no longer expected to support a ratings upgrade through the next year. Moody's also acknowledges the company's improvement in operating performance and key credit metrics in the last fiscal year, but believes that over the medium term, it will remain challenging for EnerSys to maintain metrics similar to those levels. The agency recognizes, however, that the company's current financial strength and good liquidity position provide it with the capacity to absorb expected near term operating pressures within the context of its current rating. Downgrades: Issuer: EnerSys -- Senior Secured Bank Credit Facility, Downgraded to LGD2, 26% from LGD2, 25% Upgrades: Issuer: EnerSys -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to LGD5, 88% from LGD6, 91% Outlook Actions: Issuer: EnerSys -- Outlook, Changed To Stable From Positive EnerSys' Ba3 rating favorably considers the company's leading market positions in industrial batteries as well as its diversified revenue base across customers and geographic regions. The rating is also supported by the company's continued emphasis on cost control, working capital reduction efforts and moderate financial leverage. The rating is constrained by the company's moderate scale, relatively narrow range of products and services within the industrial batteries market, dependence on key end markets that are typically more prone to cyclical forces, and significant exposure to raw material cost volatility. Moreover, Moody's belief that EnerSys will continue to pursue acquisitions in support of its growth strategy is also a factor constraining the rating. This strategy is likely to sustain integration and execution risks within the company's business profile while consuming incremental debt capacity. Moody's last rating action on EnerSys was May 19, 2008, when the company's rating outlook was changed to positive. Headquartered in Reading, Pennsylvania, EnerSys is the world's largest manufacturer, marketer and distributor of industrial batteries. Revenues for the fiscal year ending March 31, 2009, totaled approximately $2.0 billion. EURAMAX INTERNATIONAL: Moody's Downgrades Default Rating to 'D' --------------------------------------------------------------- Moody's Investors Service downgraded Euramax International, Inc.'s probability of default rating to D from Ca. The company's other existing debt ratings were affirmed. Subsequent to the actions, all ratings of Euramax will be withdrawn because of insufficient information for monitoring the ratings going forward. The downgrade follows the recent announcement that the company and its lenders had agreed on an out-of-court restructuring. Euramax has entered into an amended and restated first lien credit and guaranty agreement with its existing first lien lenders for approximately $513 million and had retired the entire indebtedness under its second lien credit agreement by exchanging the loans under that second lien credit agreement for equity of Euramax. In addition, the company entered into a $70 million senior secured revolving credit and guaranty agreement with Regions Bank and Wells Fargo to provide working capital for the company. The new credit agreements, together with the cancellation of the second lien credit agreement, reduced Euramax's outstanding debt from approximately $920 million to under $540 million at the time of the transaction. Ratings Downgraded: Issuer: Euramax International, Inc. -- Probability of Default Rating, downgraded to D from Ca Moody's last rating action was on April 22, 2009, when Euramax's CFR rating was lowered to Ca from Caa1. Headquartered in Norcross, Georgia, Euramax International Inc. is an international producer of value-added aluminum, steel, vinyl, and fiberglass products. EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'D' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Norcross, Georgia-based Euramax International Inc. to 'D' from 'CC'. S&P also lowered the issue- level ratings on Euramax's first-lien revolving credit facility and term loan, and its second-lien term loan, to 'D'. "The downgrade follows the company's announcement that it has negotiated an out-of-court restructuring with its lenders," said Standard & Poor's credit analyst Dan Picciotto. First-lien lenders have been issued new debt securities in two tranches. The terms of these new securities include a later maturity date, and one of the two tranches has a pay-in-kind (PIK) toggle feature. The company has received an equity interest in exchange for its second-lien debt. "We will meet with management to discuss the company's business and financial strategies prior to raising the rating," said Mr. Picciotto. Euramax manufactures products made from aluminum, steel, and other materials for the building construction and transportation markets. Products include rain-carrying (gutter) systems for contractors and the do-it-yourself markets, and aluminum sidewall for the towable recreational vehicle and manufactured housing markets. The company manufactures its products in the U.S., the U.K., the Netherlands, and France, with the majority of its sales generated in the U.S. FORD MOTOR: May Win Pontiac Buyers as GM Drops Brand ---------------------------------------------------- Keith Naughton at Bloomberg reported that according to a survey, Ford Motor Co. may be able to snag buyers as General Motors Co. ends production of the Pontiac brand this month. CNW Marketing Research found in a June survey of 1,283 of the GM brand's potential buyers that Ford was the choice of 38 percent of consumers interested in Pontiac models. GM was favored by 33 percent in the survey. According to Mr. Naughton, the results suggest possible gains for Ford, after GM reduced its U.S. brands to four from eight as part of its restructuring. The retained brands are Chevrolet, Cadillac, Buick and GMC, which accounted for 16.5 percent of the market in June, according to Autodata Corp. Bloomberg says retaining Pontiac buyers is pivotal to GM's strategy to capture 18.5% of the auto market in the U.S. Ford's share was 17.2%, excluding Volvo, which it is selling. General Motors and Chrysler LLC have sought financial aid from the U.S. government and have both filed for bankruptcy protection to start anew. Ford distinguishes itself as the only U.S. major automaker not to have filed for bankruptcy. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The Company provides financial services through Ford Motor Credit Company. The Company has operations in Japan in the Asia Pacific region. In Europe, the Company maintains a presence in Sweden, and the United Kingdom. The Company also distributes its brands in various Latin-American regions, including Argentina and Brazil. * * * As reported by the Troubled Company Reporter on April 15, 2009, Standard & Poor's Ratings Services said it raised its ratings on Ford Motor Co. and related entities, including the corporate credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank PLC, Ford Credit's European bank, are also unchanged, at 'B-', maintaining the one-notch rating differential between FCE and its parent Ford Credit. S&P said that the outlook on all entities is negative. Moody's Investors Service in December 2008 lowered the Corporate Family Rating and Probability of Default Rating of Ford Motor Company to Caa3 from Caa1 and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade reflects the increased risk that Ford will have to undertake some form of balance sheet restructuring 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. FONTAINEBLEAU: Capital's Schedules of Assets & Debts ---------------------------------------------------- A. Real Property None B. Personal Property $0 TOTAL SCHEDULED ASSETS $0 ======================================================== C. Property Claimed as Exempt N/A D. Secured Claim Bank of America NA as Administrative Agent $1,036,666,666 US Bank National Association as Indenture Trustee 675,000,000 E. Unsecured Priority Claims None F. Unsecured Non-priority Claims Fontainebleau Las Vegas, LLC Unknown Fontainebleau Resort Properties II, LLC Unknown TOTAL SCHEDULED LIABILITIES $1,711,666,666 ======================================================== 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: Capital's Statement of Financial Affairs ------------------------------------------------------- Howard C. Karawan, chief restructuring officer of Fontainebleau Las Vegas Capital Corp., says that the Company did not earn from its business operations nor from sources other than the operation of its business during the two years before the Petition Date. FLVCC did not make any payments or transfers to creditors and insiders nor gave gifts or donations to any organizations before the Petition Date. FLVCC was not party to any lawsuits and administrative proceedings within one year immediately preceding the Petition Date. FLVCC also did not made payments to law firms and other professionals involved in the preparation of its Chapter 11 petition. FLVCC did not transfer properties, either absolutely or as security, in the ordinary course of business one year before the Petition Date. FLVCC has been a member of a consolidated group for tax purposes within six years immediately the Petition Date: Parent Corporation Taxpayer I.D. Number -------------- -------------------- Fontainebleau Equity Holdings, LLC 20-8901639 Fontainebleau Las Vegas Holdings, LLC, owns 100% of Fontainebleau Las Vegas Capital Corp.'s common stocks. 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: Holdings' Schedules of Assets & Debts ---------------------------------------------------- A. Real Property None B. Personal Property B.16 Accounts Receivable Fontainebleau Las Vegas Retail, LLC $2,445,167 B.23 Licenses and other general intangibles "Fontainebleau" Name Unknown Expires 6/5/2014, plus five year renewals unless notice of non- renewal six month prior to end of term Unknown TOTAL SCHEDULED ASSETS $2,445,167 ======================================================== C. Property Claimed as Exempt N/A D. Secured Claim Bank of America NA as Administrative Agent $1,036,666,666 US Bank National Association as Indenture Trustee 675,000,000 E. Unsecured Priority Claims None F. Unsecured Non-priority Claims Fontainebleau Las Vegas, LLC Unknown Fontainebleau Resort Properties II, LLC Unknown TOTAL SCHEDULED LIABILITIES $1,711,666,666 ======================================================== 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: Holdings' Statement of Financial Affairs ------------------------------------------------------- Howard C. Karawan, chief restructuring officer of Fontainebleau Las Vegas Holdings, LLC, says that the Company did not earn from its business operations nor from sources other than the operation of its business during the two years before the Petition Date. FLVH also did not make any payments or transfers to creditors and insiders nor gave gifts or donations to any organizations before the Petition Date. FLVH was not party to any lawsuits and administrative proceedings within one year immediately preceding the Petition Date. FLVH has been a member of a consolidated group for tax purposes within six years immediately before the Petition Date: Parent Corporation Taxpayer I.D. Number -------------- -------------------- Fontainebleau Equity Holdings, LLC 20-8901639 Fontainebleau Resort Properties I, LLC, owns 100% of Fontainebleau Las Vegas Holdings, LLC's common stock. 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) FORUM HEALTH: Court Extends Exclusivity Period to September 15 -------------------------------------------------------------- George Nelson at Business-journal.com reports that the Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern District of Ohio has extended to September 15 from July 14 the exclusivity period for Forum Health to file a reorganization plan. According to Business-Journal.com, September 15 is the date agreed upon with Forum Health's major lenders in its cash collateral agreement. Pension Plan Termination Plea Rejected Business-Journal.com relates that Judge Woods rejected a proposal negotiated between Forum Health and its lenders that would have allowed lenders to submit a reorganization plan if the Debtor failed to submit an acceptable plan by September 15. According to Business-Journal.com, Judge Woods also declined Forum Health's request to reject its contracts with Ohio Nurses Association- Youngstown General Duty Nurses Association and Service Employees International Union Local 1199 bargaining units at Northside Medical Center, and let it to terminate its pension plan. As reported by the Troubled Company Reporter on July 15, 2009, Forum Health sought to end its pension plan and turn it over to the Pension Benefit Guaranty Corp. The Company said that its short-term survival will be threatened if it can't immediately begin terminating the pension plan and turning it over to the PBGC. While Forum Health said that its pension plan - - whose 7,132 participants have mostly retired -- is underfunded by more than $100 million, PBGC stated that the pension plan is underfunded by an estimated $207,300,000. Business-Journal.com reports that Judge Woods also set these evidentiary hearings on Forum Health's motion to overturn the ONA- YGDNA and SEIU 1199 contracts. For ONA contracts, the hearing will be on July 23, while the hearing for SEIU contracts is set for July 27, the report states. Forum Health would be laying off 50 full-time employees as it consolidates behavioral health services at Trumbull Memorial Hospital, Business-Jounal.com says, citing Michael Seelman, the Company's chief operating officer at Northside. About Forum Health Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/ -- offers health care services. The primary service area consists of the northeast Ohio counties of Mahoning, Trumbull and Columbiana; and northeast Ohio counties of Ashtabula, Geauga and Portage and the Pennsylvania counties of Mercer and Lawrence. Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). Paul W. Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC, are lead counsel to the Debtors. The Debtors have also tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co- counsel; Kurtzman Carson Consultants LLC as claims, noticing and balloting agent; and Huron Consulting Services LLC as financial advisors. Alston & Bird LLP represents the official committee of unsecured creditors formed in the Chapter 11 cases. At the time of its filing, Forum Health estimated that it had assets and debts both ranging from $100 million to $500 million. FRASER PAPERS: Canadian Court Extends CCAA Stay Until October 16 ---------------------------------------------------------------- The Ontario Superior Court of Justice has granted an extension of the initial Order under which Fraser Papers Inc., together with its subsidiaries, was granted creditor protection under the Companies' Creditors Arrangement Act (Canada). The extension is for 90 days through October 16, 2009, and was supported by PricewaterhouseCoopers Inc., the Court appointed Monitor of the Company's CCAA process. On July 13, 2009, the U.S. Bankruptcy Court for the District of Delaware granted the Company's motion for a recognition order recognizing the CCAA proceeding as a foreign main proceeding and granting ancillary relief, including a stay of proceedings. The Canadian Court also approved the terms of additional financing from the Government of New Brunswick which will be targeted toward the completion of the modernization of the Company's lumbermill in Plaster Rock, New Brunswick. Fraser Papers expects construction to commence in the coming weeks with completion targeted for the end of the third quarter. The Court also granted Fraser Papers' request to commence a claims process to establish creditor claims that will require all creditors to submit claims to the Company for consideration. Claims under this process must be presented to the Company on or before September 30, 2009. Proof of claim information will be sent to creditors within the next 30 days and will be available on the Company's Web site -- http://www.fraserpapers.com/-- and the monitor's Web site -- http://www.pwc.com/car-fraserpapers Fraser Papers Inc. -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. Fraser Papers Inc. and five affiliates filed separate chapter 15 petitions on June 18, 2009 (Bankr. D. Del. 09-12123). Judge Kevin J. Carey presides over the Chapter 15 case. Derek C. Abbott, Esq., and John A. Sensing, Esq., at Morris, Nichols, Arsht & Tunnell LLP, serve as Chapter 15 counsel. The Chapter 15 Debtors disclosed assets and debts exceed $100 million. FRONTIER AIRLINES: Proposes to Assume CFM Agreements ---------------------------------------------------- Frontier Airlines Holdings Inc. and its affiliates seek the U.S. Bankruptcy Court for the Southern District of New York's authority to assume, pursuant to Sections 363(b) and 365(a) of the Bankruptcy Code: (a) the General Terms Agreement No. 6-13616 dated as of June 30, 2000, between Frontier and CFM International Inc.; and (b) Letter Agreement Nos. 3, 4 and 5 entered into by Frontier and CFM pursuant to the General Terms Agreement. CFM is a joint venture between General Electric Company and Societe Nationale D'Etude et de Construction de Moteurs d'Aviation and is a producer of aircraft engines. The General Terms Agreement sets forth the terms and conditions under which CFM will supply and install aircraft engines onto certain of Frontier's aircraft and provide the airline with related engine support services. The Letter Agreements set forth the delivery dates, prices, allowances, guarantees and other specific terms with respect to particular engine and thrust upgrade orders. As part of rationalizing their fleet during the Chapter 11 Cases, the Debtors have rescheduled the delivery dates of certain aircraft to conform more closely to the Debtors' revised operational requirements. CFM had agreed, pursuant to the Letter Agreements, to install engines on certain Rescheduled Aircraft prior to their rescheduling, Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York, relates. Mr. Schaible adds that the parties have agreed that no cure amounts, pursuant to Section 365(b)(1) of the Bankruptcy Code, are or will be payable by the Debtors upon assumption of the Assumed Agreements. Mr. Schaible contends that by assuming the Assumed Agreements, the Debtors will benefit from a revised delivery schedule that synchronizes the scheduled delivery of new engines with the scheduled delivery of new aircraft. Additionally, the pricing concessions offered by CFM will provide the Debtors' estates with significant savings. Judge Drain will convene a hearing on July 22, 2009, to consider the request. Objections, if any, must be filed by July 16. About Frontier Airlines Holdings Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) -- http://www.FrontierAirlines.com/-- is the parent company of Denver-based Frontier Airlines. Currently in its 15th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation has 51 aircraft with one of the youngest Airbus fleets in North America. In conjunction with a fleet of 10 Bombardier Q400 aircraft operated by Lynx Aviation -- a subsidiary of Frontier Airlines Holdings, Inc. -- Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. The Debtors' exclusive period to file a plan of reorganization will expire on October 9, 2009. Their exclusive period to solicit and obtain acceptances of that plan will expire December 9, 2009. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Proposes to Assume Skytanking Agreements ----------------------------------------------------------- Since March 2005, Frontier Airlines Holdings Inc. and its units have contracted with Skytanking USA, Inc., for into-plane fueling services at several major airports serviced by the Debtors, including the Denver International Airport. A master fueling agreement reached between the parties outlines the terms and conditions relating to the provision of into-plane fueling services to Frontier and Lynx Aviation, Inc.'s aircraft, including, among other things: -- the various operational and management services to be provided by Skytanking; -- the applicable into-plane fueling prices; and -- the mutually agreed-upon performance standards for Skytanking. A space and use agreement grants Skytanking the right to occupy and use office and parking space within DIA, leased by the city and county of Denver to Frontier, in consideration for an annual fee paid by Skytanking in monthly installments to Frontier. By this motion, the Debtors ask the Court to permit them to: * assume (i) the Master Agreement for Into-plane Fueling Service, dated as of March 28, 2005, as amended, and (ii) the Space and Use Agreement, dated as of October 1, 2006, as amended, with Skytanking; and * pay Skytanking an agreed cure amount of $157,122 in connection with the assumption of the Agreements. According to Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York, Skytanking has agreed to a Cure Amount that is 25% less than the Claim Amount of $209,497, which Skytanking filed against the Debtors on account of prepetition services rendered to the Debtors under the Master Fuelling Agreement. Mr. Schaible notes that given Skytanking's low fees and low rate of flight delays as compared to the next best alternative at each airport, the annual cost savings of continuing to engage Skytanking would fully compensate the Debtors for payment of the Cure Amount in a relatively short period of time. Mr. Schaible further points out that there is no other vendor that could replace Skytanking at all of the airports at which Skytanking currently services the Debtors' fleet. If the Debtors were to discontinue their relationship with Skytanking, they would need to coordinate with multiple vendors to obtain the same service. Moreover, there is no alternative vendor currently bidding comparable services to Skytanking, he says. Hence, given Skytanking's competitive pricing, superior performance, unique service coverage and agreed cure reduction, as well as the costs and risks inherent in replacing Skytanking with multiple other vendors, entering into the Amended Agreements with Skytanking will benefit the Debtors and their estates, according to Mr. Schaible. Judge Drain will convene a hearing on July 22, 2009, to consider the request. Objections, if any, must be filed by July 16. About Frontier Airlines Holdings Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) -- http://www.FrontierAirlines.com/-- is the parent company of Denver-based Frontier Airlines. Currently in its 15th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation has 51 aircraft with one of the youngest Airbus fleets in North America. In conjunction with a fleet of 10 Bombardier Q400 aircraft operated by Lynx Aviation -- a subsidiary of Frontier Airlines Holdings, Inc. -- Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. The Debtors' exclusive period to file a plan of reorganization will expire on October 9, 2009. Their exclusive period to solicit and obtain acceptances of that plan will expire December 9, 2009. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Proposes to Sell A319-100 Aircraft to Alpha -------------------------------------------------------------- Frontier Airlines Holdings Inc. and its affiliates seek the U.S. Bankruptcy Court for the Southern District of New York's authority pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code, to perform under: (i) a Letter Agreement between DVB Bank SE, Aviateur Capital Limited, dated June 11, 2009; (ii) a the Letter of Intent dated July 9, 2009, between FA G5000 Alpha Corp., as purchaser; and (iii) the MSN 2017 Escrow Agreement dated July 6, 2009, among the Purchaser, the Debtors, Wells Fargo Bank Northwest, National Association, as the Escrow Agent, and Daugherty, Fowler, Peregrin, Haught & Jenson as counsel to the Federal Aviation Administration. In connection with the Debtors' entry into the Agreements, they also seek the Court's permission to negotiate, enter into, and perform under the A318 Sale Agreement substantially on the terms contemplated by the Letter of Intent, pursuant to which Frontier will: * transfer to the Purchaser one Airbus A318-100 aircraft bearing Serial No. 2017 and FAA Registration No. N803FR, complete with two CFM56-5B/P engines bearing Serial Nos. 575636 and 575637, free and clear of all liens, claims and Encumbrances; and * repay in full the indebtedness securing the Aircraft using a portion of the Sale proceeds. The Debtors own the Airbus A318-100 Aircraft, but it is subject to a security interest in favor of DVB to secure Frontier's obligations under the Credit Agreement, dated as of July 15, 2004, under which DVB loaned certain amounts to Frontier to purchase the Aircraft. The Aircraft is also subject to a junior security interest in favor of ACL to secure Frontier's obligations under the Credit Agreement between Frontier and ACL dated as of July 15, 2004, under which ACL loaned certain amounts to Frontier to purchase the Aircraft. As part of their efforts to rationalize their fleet, the Debtors have determined that continued ownership of the Aircraft under the terms of the Loan Documents is "uneconomical," Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York, says. Under the Letter of Intent, Frontier will sell the Aircraft to the Purchaser in exchange for a purchase price, the exact amount of which is confidential but will be provided to the Court, the U.S. Trustee and the Official Committee of Unsecured Creditors. A portion of the Purchase Price will be used to repay the amounts due under the Loan Documents in full, and the remainder will constitute a net cash gain to the estate. Mr. Schaible says that upon the Court's approval of the Aircraft Sale Transaction, the delivery of the Aircraft to the Purchaser will take place. The Purchaser will pay a security deposit to the Escrow Agent to be held in escrow, which will be refundable upon the occurrence of certain events, including (i) failure of Frontier and the Purchaser to finalize the A318 Sale Agreement on or before July 17, 2009, or (ii) the breach by Frontier of certain material obligations under the Escrow Agreement, the A318 Sale Agreement or the Letter of Intent. Under the terms of the Letter of Intent, Frontier will be required to take the Aircraft off the market until the Letter of Intent or A318 Sale Agreement is terminated according to its terms or breached by the Purchaser. The liens under the Aircraft Sale Transaction will be discharged upon payment of that portion of the Purchase Price to DVB and ACL necessary to satisfy in full the amounts due and payable under the Loan Documents. Accordingly, Frontier will transfer the Aircraft to the Purchaser free and clear of all liens, claims and encumbrances and any other interests held by the Debtors. The Agency Agreement, on the other hand, contemplates that since the Purchase Price exceeds the amounts due under the Loan Documents and the Agency Agreement, the Debtors will be released from all ongoing obligations under the Loan Documents, except for claims of indemnification. In addition, ACL waived its right to receive proceeds from the Aircraft Sale Transaction in excess of amounts due under the Loan Documents, which Frontier would otherwise have been required to pay to ACL under a separate aircraft financing. The Aircraft Sale Transaction will contribute cash flows to the Debtors' 2009 operating plan and enable them to continue implementing their operational strategy, according to Mr. Schaible. Judge Drain will convene a hearing on July 22, 2009, to consider the request. Objections, if any, must be filed by July 20. About Frontier Airlines Holdings Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) -- http://www.FrontierAirlines.com/-- is the parent company of Denver-based Frontier Airlines. Currently in its 15th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation has 51 aircraft with one of the youngest Airbus fleets in North America. In conjunction with a fleet of 10 Bombardier Q400 aircraft operated by Lynx Aviation -- a subsidiary of Frontier Airlines Holdings, Inc. -- Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. The Debtors' exclusive period to file a plan of reorganization will expire on October 9, 2009. Their exclusive period to solicit and obtain acceptances of that plan will expire December 9, 2009. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Proposes to Transfer Aircraft to Q Aviation -------------------------------------------------------------- Frontier Airlines Holdings Inc. seeks the U.S. Bankruptcy Court for the Southern District of New York's authority to enter into a transaction, substantially on the terms contemplated by an MSN 3092 Aircraft Purchase Agreement, involving: (1) the transfer by Frontier of one Airbus A318 airframe, Tail No. MSN 3092, complete with two CFM International, Inc. CFM56-5B8/P engines bearing Serial Nos. 697225 and 697226 to Q Aviation, LLC, free and clear of all liens, claims and encumbrances; and (2) the release of all of Frontier's obligations under the loan agreement, related security agreement and other documents, pursuant to which an affiliate of Q Aviation loaned certain amounts to Frontier and holds a lien on the Q Aviation Aircraft securing the repayment of the amounts. The Debtors own the Q Aviation Aircraft, but it is subject to a first priority security interest in favor of Wells Fargo Bank Northwest, National Association, as collateral agent for Q318, LLC. Damian S. Schaible, Esq., at Davis Polk & Wardwell, in New York, says that the Purchase Agreement contemplates that Frontier will transfer the Q Aviation Aircraft to Q Aviation in exchange for (i) satisfaction in full of all amounts outstanding under the Loan Documents and release from all related obligations, as well as (ii) a payment from Q Aviation to Frontier of an "excess amount" as contained in the Purchase Agreement. The Excess Amount will be treated as "confidential" information to be provided only to the Court, the U.S. Trustee and the Official Committee of Unsecured Creditors. From the Excess Amount, the amount of accrued and unpaid interest under the Loan Documents as of the Closing Date; a Utilization Amount calculated according to Frontier's usage of the Q Aviation Aircraft during the period from July 15, 2009, to the Closing Date; and the price of certain equipment that Frontier purchases, will be deducted, Mr. Schaible notes. Upon the Court's approval of the Q Aviation Transaction, Frontier and Q Aviation expect that the ferry of the Q Aviation Aircraft to the Delivery Location will have taken place on or about August 28, 2009. Delivery of the Q Aviation Aircraft and the closing of the Q Aviation Transaction are scheduled for August 31, 2009, with an outside date of September 30, 2009. On or prior to the Ferry Date, Q Aviation will deposit the Excess Amount into an escrow account. At closing, Q Aviation will authorize the escrow agent to release the Purchase Payment to Frontier and the remaining amount in the escrow account to the Buyer, who will then pay the Outstanding Amount directly to the Lender. Upon at least a five-day prior notice by Q Aviation to Frontier and if Q Aviation has first obtained the written consent of the Lender, Q Aviation may elect to satisfy payment of the Outstanding Amount by assuming Frontier's obligations under the Loan Documents. Thereafter, Frontier will have no further payment obligations owing under the Loan Documents. The closing of the Q Aviation Transaction is subject to certain conditions precedent, including: * the Airframe and each of the Engines will be in their delivery condition; * Frontier will have received the Technical Acceptance Certificate; * the absence of litigation by any party to enjoin the Q Aviation Transaction or otherwise affecting the Q Aviation Aircraft; * the Q Aviation Aircraft being free and clear of all liens; * the Q Aviation Aircraft having been removed from the cross- collateralization and cross-default provisions under any security agreement or mortgage relating to the two Airbus A318 aircraft bearing Serial Nos. 3110 and 3163; * the Delivery Location being an acceptable jurisdiction to Frontier and Q Aviation; * the Sale Approval Order having become a Final Order; * Frontier having received from the Lender any notes under the Loan Documents marked "cancelled"; and * the representations and warranties of Q Aviation and Frontier contained in the Purchase Agreement being true and correct in all material respects as of the Closing Date. Mr. Schaible tells Judge Drain that the proposed Q Aviation Transaction is not a transfer made in haste at a discounted price to generate cash, but a thoroughly-considered transaction that will generate material liquidity for the benefit of the Debtors, their estates and creditors. Specifically, the Q Aviation Transaction will (i) contribute cash flows to the Debtors' 2009 operating plan, (ii) enable the Debtors to continue implementing their operational strategy, and (iii) facilitate the replacement of less efficient aircraft in their fleet. Accordingly, the Q Aviation Transaction is more favorable to the Debtors than would be any available alternative sale transactions and is in the best interest of the Debtors, their estates and creditors, Mr. Schaible points out. Judge Drain will convene a hearing on July 22, 2009, to consider the request. Objections, if any, must be filed by July 16. About Frontier Airlines Holdings Frontier Airlines Holdings, Inc. (Pink Sheets: FRNTQ) -- http://www.FrontierAirlines.com/-- is the parent company of Denver-based Frontier Airlines. Currently in its 15th year of operations, Frontier Airlines is the second-largest jet service carrier at Denver International Airport, employing approximately 5,000 aviation professionals. Frontier Airlines' mainline operation has 51 aircraft with one of the youngest Airbus fleets in North America. In conjunction with a fleet of 10 Bombardier Q400 aircraft operated by Lynx Aviation -- a subsidiary of Frontier Airlines Holdings, Inc. -- Frontier offers routes to more than 50 destinations in the U.S., Mexico and Costa Rica. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297 thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. The Debtors' exclusive period to file a plan of reorganization will expire on October 9, 2009. Their exclusive period to solicit and obtain acceptances of that plan will expire December 9, 2009. Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Frontier Airlines Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARY-WILLIAMS ENERGY: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Gary-Williams Energy Corp. S&P also assigned a 'BB-' rating (two notches above the corporate credit rating on Gary-Williams) to subsidiary Wynnewood Refining Co.'s proposed $150 million term loan facility due 2014. S&P assigned a '1' recovery rating, indicating expectations of for very high (90% to 100%) recovery in the event of a payment default. The outlook is stable. "The ratings on Denver-based Gary-Williams Energy Corp. reflect its lack of asset diversity, limited throughput volumes, and the highly volatile cash flows of the refining and marketing industry," said Standard & Poor's credit analyst Paul Harvey. The company will use proceeds from the proposed $150 million term loan to refinance existing debt. The debt refinancing improves liquidity while Gary-Williams spends about $60 million over the next 18 months, including about $40 million dollars required to comply with low-sulfur gasoline requirements. Gary-Williams Energy Corp. is owned by privately held The Gary-Williams Co. (unrated). The company operates in a competitive, highly volatile, and unpredictable industry, compounded by high fixed-cost requirements for refinery equipment, and regulatory compliance. The ratings also reflect Gary-Williams' limited asset diversity and resulting risk to cash flows from its dependency on the Wynnewood refinery (70,000 barrels per day). Finally, ratings benefit from the refinery's good access to crude oil pipelines, and the company's modest debt leverage. To help buffer the volatility in cash flows, S&P expects Gary- Williams to maintain modest debt leverage. S&P thinks near-term debt to EBITDA will range between 1.5x to 2.5x based on a favorable first half of 2009, but challenging market conditions will likely continue for the remainder of the year. However, under S&P's stress scenario which approximates a 2002 margin environment, debt leverage could exceed 2.5x. Similarly, EBITDA coverage of debt service costs could average about 3.5x to 4x at 2009 year-to-date margins, but fall to 2x to 3x under S&P's stress case. The stable outlook assumes liquidity and financial measures will remain within acceptable ratings parameters over the next 18 months while Gary-Williams completes its desulfurization project. S&P could take a negative rating action if liquidity were to fall below $50 million or coverage of debt service requirements falls below 2x. Given the company's near-term spending requirements and the uncertain outlook for refining margins, S&P considers an upgrade over the next 12 months unlikely. GENERAL GROWTH: 11 Parties Assert $23 Mil. in Mechanics' Liens -------------------------------------------------------------- Pursuant to Sections 362(b)(3) and 546(b) of the Bankruptcy Code and applicable state laws, 11 lienholders separately assert that the Debtors owe them certain amounts pursuant to their materialmen's and mechanics' liens: Lienholder Lien Amount ---------- ----------- Dimeo Construction Company $12,585,904 ELS Architecture and Urban Design 3,106,885 Clark Pacific 2,988,752 Precision Concrete 2,988,752 George Reed, Inc. 1,837,480 L&F Design Build, LLC 394,859 Crisci Builders 157,519 Johnson Controls, Inc. 105,310 ChillCo, Inc. 91,296 Mall Tenant Interiors, Inc. 86,262 Industrial Electronics Systems 18,445 Platt Electric Supply, Inc. 5,315 By the Notices, the Lienholders intend to enforce all lien rights, claims and interest against the Debtors' applicable properties under applicable laws, including the Bankruptcy Code and state laws. The Lienholders also do not consent to the use of cash collateral arising from proceeds of any sale of the property covered by the Liens. George Reed also filed a separate request asking the Court to authorize its examination of the person most knowledgeable of the affairs of Debtor Elk Grove Town Center, L.P. George Reed also asks the Court to direct Elk Grove to produce for inspection all writings related to, among others, the real property owned by the Debtor, liens against real property owned by the Debtor; and the Debtor's financial statement as of April 16, 2009. Chrisp Company also filed a notice of perfected lien. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Affiliate Filings Not Made in Good Faith, Says ING ------------------------------------------------------------------ ING Clarion Capital Loan Services LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a motion to dismiss the Chapter 11 cases of nine of General Growth Properties, Inc.'s affiliates: (1) Bakersfield Mall LLC; (2) RASCAP Realty, Ltd.; (3) Visalia Mall, L.P.; (4) GGP-Tucson Mall L.L.C.; (5) Lancaster Trust; (6) HO Retail Properties II Limited Partnership; (7) RS Properties Inc.; (8) Stonestown Shopping Center L.P.; and (9) Fashion Place, LLC. Wells Fargo Bank, N.A., as trustees, also asked the Court to dismiss the Chapter 11 cases of Debtors Faneuil Hall Marketplace LLC and Saint Louis Galleria L.L.C. When General Growth filed for bankruptcy in mid-April 2009, 388 of its affiliates also filed bankruptcy protections. Of the 388 General Growth debtor affiliates, about 91 entities of those own the malls. "There is a concern as to why these solvent SPE subsidiaries voluntarily entered bankruptcy proceedings in the first place," Christopher Hoeffel, president of the Commercial Mortgage Securities Association, told the Journal. General Growth, however, insist that the petitions were made in good faith. On behalf of the Debtors, James H. M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, explains that in filing for bankruptcy protection and commencing restructuring, the project subsidiaries or the Project Debtors seek to maximize each entity's enterprise value for the benefit of all constituent stakeholders. Although operationally sound with strong cash flows, the Project Debtors realized that they had no realistic prospects of securing financing for hundreds of millions of dollars of defaulted and maturing loans, given the collapse of the commercial real estate credit markets, Mr. Sprayregen told Judge Gropper. "Future Events" On behalf of ING Clarion Capital Loan Services LLC, as special servicer for certain lenders, argues that the Chapter 11 filings of the nine Debtors subject to ING Clarion's Motion to Dismiss are based on speculation about future events and their consequences and are premature. Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, in Atlanta, Georgia, asserts that bankruptcy jurisprudence recognizes the principle of prematurity as a corollary to the tests applied to financially challenged debtors, when the debtor is financially healthy and its putative need for bankruptcy relief at some time in the future is speculative. He cites In re Schur Mgmt. Co., Ltd. 323 B.R. 123, 125 (Bankr. S.D.N.Y. 2005), wherein the Court has recognized the application of the prematurity rule to dismiss a Chapter 11 case filed by a debtor that was not currently financially challenged but might or might not become so in the future depending on the outcome of claims asserted against it in. Moreover, he notes that the U.S. Court of Appeals for the Third Circuit in In re SGL Carbon, 200 F.3d at 164 ruled that the mere possibility of a future need to file, without more, does not establish that a petition was filed in "good faith." Accordingly, ING Clarion asks the Court to apply the case laws of Schur Management and SGL Carbon in deciding whether to dismiss the Subject Debtors' Chapter 11 cases. Wells Fargo Bank, N.A., acting by and through Helios AMC, LLC, in its capacity as special servicer, renews its request for dismissal of the Chapter 11 cases of Debtors Faneuil Hall Marketplace, LLC, and Saint Louis Galleria LLC on the grounds that the two Debtors have failed to establish cause for filing for bankruptcy. Stephen F. Ellman, Esq., at Zeichner Ellman & Krause LLP, in New York, points out that the Subsidiary Debtors' relationship to the General Growth Properties family did not require them to be placed into bankruptcy. He notes that several affiliates of the GGP family have not filed for bankruptcy. He says that the Subsidiary Debtors could have continued functioning outside of Chapter 11 in the same way that their non-debtor affiliates are functioning. He also points out that the Debtors failed to explain how the existence of benefits allegedly to be obtain by the Subsidiary Debtors from their relationship with the GGP family required their filing for bankruptcy. Wells Fargo insists that the Subsidiary Debtors' Chapter 11 filings were (i) premature because they are financially healthy and viable and (ii) were not in good faith because their filings were not intended to preserve any value for their creditors. Mr. Ellman also contends that the risk to the Subsidiary Debtors is not increased if they wait to file for bankruptcy after their loans mature and that they are unable to either refinance their loans or negotiate satisfactory modifications or extensions. He also asserts that the replacement of the independent managers of the Subsidiary Debtors on the eve of bankruptcy is further evidence of bad faith. Wells Fargo realleges that the Debtors fired Faneuil Hall's and Saint Louis' independent managers to avoid opposition to their bankruptcy filings Wells Fargo sought and obtained the Court's permission to seal exhibits to its reply as it cites information that has been designated as confidential by the Debtors. Debtors Want to Strike Casey Report The Debtors ask the Court to exclude expert report of Dougal M. Casey submitted by ING Clarion in support of its Motion to Dismiss pursuant to Rules 702 and 703 of the Federal Rules of Evidence. A full-text copy of the Casey Report is available for free at: http://bankrupt.com/misc/GGP_CaseyExpertReport.pdf James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, relates that the Casey Report purports to address issues relating to third-party management providers. Mr. Sprayregen he contends that the Casey Report did not determine (1) whether any third-party management company can in fact provide all the services currently provided by GGP; (2) whether any third-party management company can in fact provide these services cheaper than GGP; (3) whether any third-party management company can provide these services with equal or superior quality to GGP; or (4) whether any third-party management company presently has the resources to provide these services for all of the GGP project entities that have filed Chapter 11. More importantly, Mr. Sprayregen points out that the substance of the Casey Report misses the point: the project entities benefit from GGP's ability to globally address all issues relating to their development, operation and management, including access to money for capital expenditures, a benefit available only through GGP's corporate relationship with its subsidiaries. He further argues that the specific opinions regarding the availability and cost of third-party management services and their providers are unreliable and lack a proper factual foundation. Indeed, the Casey Report consists largely of inadmissible hearsay and is based on haphazard inquiries, not sound methodology, he stresses. The Debtors, in a post-hearing memorandum, maintaining that ING Clarion has not presented any evidence to show that the Subsidiary Debtors filed their bankruptcy petitions in bad faith. The Debtors maintain that the Subsidiary Debtors made the reasonable and prudent business decision to file for Chapter 11 protection to safeguard and maximize each debtor's enterprise value for the benefit of all stakeholders. The Official Committee of Unsecured Creditors joins in the Debtors' request to strike the Casey Report. The Creditors' Committee insists that the Casey Report is irrelevant to the determination of ING Clarion's Motion to Dismiss. The Committee notes that the Court should look to the corporate family's decision to file as a whole. Under that analysis, the question of what other competitors might charge to manage the malls -- the sole issue addressed by the Casey Report -- can have no conceivable relevance. Since the Casey Report failed to address the reasons for the Subsidiary Debtors' Chapter 11 filings, it does not bear any fact of consequence to the determination of ING Clarion's Motion to Dismiss, the Committee maintains. The Creditors' Committee, in a post-trial memorandum, echoes the Debtors' assertion that the Subsidiary Debtors' bankruptcy filings were necessary to protect their revenues, which the parent companies depend upon. The Creditors' Committee also asserts that the business operations of the parent entities and the project-level subsidiaries are integrated. The businesses of the parents and the subsidiaries would have suffered without Chapter 11 protection, so it made business sense to file the petitions as to all of those that did file, including the Debtor- Subsidiaries, the Committee further asserts. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Chatham County Asserts $1 Million Claims -------------------------------------------------------- The Chatham County Tax Commissioner asserts that it is owed by: * Debtor Oglethorpe Mall, L.L.C., for (i) $1,001,099 in real estate property taxes for the 2009 tax year; and * Debtor GGP Ivanhoe II, Inc., for (i) $11,355 in real estate property taxes for the 2009 tax year; and (ii) $3,010 in personal property for the 2009 tax year. Chatham County notes that Georgia tax authorities' claims are fully secured ad valorem tax claims. According to the Georgia Tax Code, liens for property taxes arise at that moment the tax becomes due and that property tax liens are superior to any other lien that attaches to property. Moreover, Chatham County says that its tax liens are deemed perfected when the taxes become due and unpaid. Chatham County also filed the Notices to state that the funds from the tax liens constitute its cash collateral and it does consent to any use of its cash collateral. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Court Approves Akin Gump as Committee's Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in General Growth Properties Inc.'s cases obtained the U.S. Bankruptcy Court for the Southern District of New York's permission to retain Akin Gump Strauss Hauer & Feld LLP as its counsel, nunc pro tunc to April 24, 2009. As the Committee's counsel, Akin Gump will: (a) advise the Committee with respect to its rights, duties and powers in the Debtors' Chapter 11 cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of the Debtors' Chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Debtors Chapter 11 cases; (g) represent the Committee at all hearings and other proceedings before the Court; (h) review and analyze motions, applications, orders, statements, operating reports and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee support, join or object thereto, as applicable; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee in its review and analysis of all of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including statements, motions, applications, memoranda, adversary complaints, objections or comments in connection with any matter related to the Debtors or these Chapter 11 cases; (m) investigate and analyze any claims against the Debtors' non-debtor affiliates; and (n) perform other legal services as may be required or are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Akin Gump's professionals will be paid according to the firm's customary hourly rates: Title Rate per Hour ----- -------------- Partners $500 to $1,100 Special Counsel and Counsel $470 to $810 Associates $290 to $580 Paraprofessionals $75 to $250 These professionals expected to have primary responsibility for providing services to the Committee are: Name Position Rate per Hour ---- -------- ------------- Michael S. Stamer, Esq. Partner $925 Russell W. Parks, Jr., Esq. Partner $855 Charles R. Gibbs, Esq. Partner $795 James R. Savin, Esq. Partner $725 David M. Dunn, Esq. Counsel $560 Dionisia Kaloudis, Esq. Counsel $560 Robert K. Ozols, Esq. Associate $420 Stefanie L. Kurlanzik, Esq. Associate $375 Moreover, the fees and expenses incurred by the Committee on account of services rendered by Akin Gump in these Chapter 11 cases will be paid as administrative expenses of the Debtors' estates pursuant to Sections 330(a), 331, 503(b) and 507(a)(1) of the Bankruptcy Code. Subject to the Court's approval, Akin Gump will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered, subject to Section 330. Michael S. Stamer, Esq., a member at Akin Gump Strauss Hauer & Feld LLP, discloses that his firm represented Debtor General Growth Properties in 2002. Jeffrey Krause, Esq., the Akin Gump partner in charge of GGP's representation left the firm in January 2002. Akin Gump also represented Debtor GGP Ala Moana, L.L.C., in December 2001 through Mr. Krause. Akin Gump represented Beal Bank in connection with the DIP financing of certain Debtors but the DIP financing transaction was ultimately terminated prior to the Petition Date, Mr. Stamer further discloses. Beal Bank released Akin Gump to represent the Committee. Moreover, Akin Gump prepared a list of parties-in-interest it represents or has represented in matters unrelated to the Debtors' Chapter 11 cases. The list of clients is available for free at http://bankrupt.com/misc/GenGrowth_AkinGumpDisclosure.pdf Despite the disclosure, Mr. Stamer asserts that (i) Akin Gump is not an insider of the Debtors; (ii) no member of Akin Gump has been, within two years from the Petition Date, a director, officer, or employee of the Debtors; and (iii) Akin Gump does not have an interest materially adverse to the interests of the Debtors' estates or of any class of creditors or equity security holders of the Debtors. Accordingly, he maintains that Akin Gump is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: CWCapital Gets Nod to Probe SPE Debtors ------------------------------------------------------- CWCapital Asset Management LLC, J.E. Robert Company, Inc., Midland Loan Services, Inc., and ORIX Capital Markets, LLC, as special servicers to certain loans, jointly obtained the U.S. Bankruptcy Court for the Southern District of New York's permission to to conduct examination on General Growth Properties Inc. affiliates who are special purpose entities listed at: http://bankrupt.com/misc/GenGrowth_SPEDebtors.pdf On behalf of CWCapital, Gregory A. Cross, Esq., at Venable LLP, in Baltimore, Maryland, relates that the Special Servicers are investigating possible grounds for dismissal of the Chapter 11 cases of the SPE Debtors. Upon their requests, the Special Servicers have obtained from the Debtors certain documents relating to the filing of the SPE Debtors' bankruptcy cases, including the corporate or other approvals and authorizations for the filings. He asserts that the discovery is relevant as to whether the filing of the petitions in each case was properly and validly authorized, including, whether the requirements under the organizational and governance documents of the SPE Debtors and the SPE Manager Entities for approval of the bankruptcy filings by their independent directors and managers were met, and to whether the filings were made in good faith. He informs the Court that the Special Servicers already conferred with the Debtors who agreed to the subject matter of the discovery subject to preservation of their rights to object to requests for documents and notices for deposition. Specifically, the Special Servicers seek the Court's authority for production of documents, as set forth in the Request for Documents by the SPE Debtors, the SPE manager entities, their independent directors and managers, the manager Debtors, and General Growth Management, Inc. A full-text copy of the Document Production Request is available for free at: http://bankrupt.com/misc/GGP_CWCapitalDocRequest.pdf The Special Servicers also seek the Court's authority for depositions of the SPE Debtors, the SPE Manager Entities, and their independent directors and managers, if after a review of the documents produced, the Special Servicers determine to take depositions. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Property Level Enforces $3.8 Bil. Liens ------------------------------------------------------- Property Level Lenders assert that they have claims secured by properly perfected security interest in and lien upon all the rents, issues, profits, and revenues derived from properties of General Growth affiliates designated as the "the Property Level Debtors", which include Lancaster Trust: Lienholder Lien Amount ---------- ----------- Property Level Lenders A, $3,219,289,201 Property Level Lenders B $588,519,859 Lists of the Property Lenders are available for free at: http://bankrupt.com/misc/GenGrowth_PropLeveLendersA.pdf http://bankrupt.com/misc/GenGrowth_PropLevelLendersB.pdf The Property Level Lenders filed a Notice of Enforcement of Lien pursuant to Section 546(b)(2) of the Bankruptcy Code in lieu of seizure of property or commencement of an action to perfect their security interest in and lien on all past, existing and future rents, issues, profits, and revenues derived from the ownership or operation by the Property Level Debtors of certain real property and improvements. The Property Level Lenders add that the rents, issues, profits, and revenues derived from the Property Level Debtors' Properties constitute the Property Level Lenders' cash collateral under Section 363 of the Bankruptcy Code. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Moody's Withdraws 'Ca' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn its ratings of General Motors Corporation. GM filed for protection from creditors under Chapter 11 of the US Bankruptcy Code on June 1, 2009. A sale of substantially all of GM's assets to NGMCO, Inc under Rule 363 of the Bankruptcy Code has recently been completed. Ratings withdrawn include the Corporate Family Rating at Ca, first-lien secured debt at Caa2, and unsecured debt at C. The last action on GM was a change in the Probability of Default Rating to D from Ca on June 1, 2009. GENERAL MOTORS: RHJ in Advance Talks to Buy Major Stake in Opel --------------------------------------------------------------- John Reed and Martin Arnold at The Financial Times report that Belgium's RHJ International confirmed on Monday that it was "at an advanced stage" of talks about acquiring a 51% to 55% stake in General Motors Corp.'s Opel unit. The FT notes it was unclear on Monday how much RHJ would offer for the stake. Citing a person with direct knowledge of its plans, the FT discloses RHJ is now preparing a final contract to buy Opel, which it plans to present to GM this week. According to the FT, as part of its offer, RHJ is promising to repay all state-backed loans for Opel by 2015 and make the unit profitable by 2011. The FT says RHJ, which has held talks with governments of most of the European countries that have GM plants, has reduced an earlier projection of job losses needed in an Opel/Vauxhall restructuring from 10,000 to 12,000 to fewer than 10,000 -- about the same as Canada's Magna International Inc., which signed a memorandum of understanding in May to buy 55 per cent of Opel with Russia's Sberbank. RHJ, the FT notes, also retreated from a plan to close Opel's plant in Bochum, Germany and two Vauxhall plants in the UK. Rene Wagner at Reuters reports the the state of Thuringia said on Monday that four German states with Opel plants have reservations about RHJ a stake in GM's European unit. "Magna is still the best solution, the second best would be Fiat," Reuters quotes Thuringia's Economy Minister Juergen Reinholz, as saying. The FT relates Magna cancelled a board meeting scheduled on July 14 that had been due to rubber-stamp its offer. Negotiations In a July 10 report the FT said General Motors' chief executive said on Friday that the carmaker was working "round the clock" to agree the sale of a stake in its European Opel-Vauxhall arm by the end of this month. GM, as cited by the FT, said negotiations were continuing with Magna, RHJ and China's Beijing Automotive Industry Holding Company. Ray Young, GM's chief financial officer, told the FT that future arrangements on intellectual property rights remained "major issues" in talks with Magna and the two other bidders for a stake in Opel. 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 US$6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of US$3.3 billion in the year-ago quarter. As of March 31, 2009, GM had US$82.2 billion in total assets and US$172.8 billion in total liabilities, resulting in US$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 counsel. 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. General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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: Wagoner to Get $74,000 a Year in Retirement Deal ---------------------------------------------------------------- G. Richard Wagoner, Jr., former chief executive officer and chairman of the board of directors of General Motors Corporation, now known as Motors Liquidation Company, will retire effective August 1, 2009. On July 8, 2009, Mr. Wagoner and Motors Liquidation entered into an agreement setting forth the terms of Mr. Wagoner's pension benefits pursuant to the terms of the Salaried Retirement Program and the Executive Retirement Plan. The Retirement Agreement provides that subject to plan terms, Mr. Wagoner will be entitled to retirement benefits under the SRP based on 32 years of service as of August 1, 2009, in the annual amount of $74,030 for his lifetime, and benefits under the ERP in the annual amount of $1,636,105 for five years -- an amount reduced consistent with the ERP reductions implemented for current Motors Liquidation retirees. Mr. Wagoner will continue to receive Personal Umbrella Liability Insurance coverage in retirement at a level consistent with other retired Motors Liquidation executives until January 1, 2010. He will also receive an existing life insurance policy, which the Corporation has maintained for his benefit since January 1, 1997, or its cash value, currently $2,570,219. Motors Liquidation will not pay additional premiums on the policy. The Retirement Agreement was assigned to New GM in connection with sale of the Company's assets. On July 10, 2009, as reported by the Troubled Company Reporter, Motors Liquidation and its direct and indirect subsidiaries Saturn LLC, Saturn Distribution Corporation, and Chevrolet-Saturn of Harlem, Inc., completed the sale of substantially all of their assets to General Motors Company, formerly known as NGMCO, Inc., which was formed by the United States Department of the Treasury and was the successor to Vehicle Acquisition Holdings LLC. The sale was consummated pursuant to the Amended and Restated Master Sale and Purchase Agreement, dated as of June 26, 2009, as amended, between Sellers and New GM. 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 US$6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of US$3.3 billion in the year-ago quarter. As of March 31, 2009, GM had US$82.2 billion in total assets and US$172.8 billion in total liabilities, resulting in US$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 counsel. 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. General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. 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) GENOIL INC: Posts C$7.7MM 2008 Net Loss; Yet to Attain Profits -------------------------------------------------------------- Genoil Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F for the year ended December 31, 2008. Genoil narrowed its net loss to C$7,767,173 in 2008 from C$11,342,560 in 2007. At December 31, Genoil had C$4,933,724 in total assets, C$2,639,009 in total liabilities, and C$2,294,715 in shareholders' equity. At December 31, Genoil had accumulated deficit of C$62,889,226. Genoil said that, to date, it has not attained commercially viable operations from its various patents and technology rights. Genoil's future is dependent upon its ability to obtain adequate additional financing to fund the development of commercial operations from its various patents and technology rights. Genoil also said it has not earned profits to date and it may not earn profits in the future. Profitability, if achieved, may not be sustained. The commercialization of its technologies requires financial resources and capital infusions and future revenues may not be sufficient to generate the funds required to continue its business development and marketing activities. If the Corporation does not obtain sufficient capital to fund its operations, it may be required to forego certain business opportunities or discontinue operations entirely. A full-text copy of the Company's 2008 financial statements is available at no charge at: http://ResearchArchives.com/t/s?3f48 A full-text copy of management's discussion and analysis is available at no charge at: http://ResearchArchives.com/t/s?3f47 Genoil Inc. is a technology development company based in Alberta, Canada. The company has developed innovative hydrocarbon and oil and water separation technologies. The Company's securities trade on both the TSX Venture Exchange (Symbol: GNO) and the NASDAQ OTC Bulletin Board (Symbol: GNOLF). GLEN ROSE: Net Loss Lowers to $2.1MM in Quarter Ended March 31 -------------------------------------------------------------- Glen Rose Petroleum Corporation reported financial results for the year ended March 31, 2009. At March 31, 2009, the Company's balance sheet showed total assets of $6,249,381, total liabilities of $3,065,039 and shareholders' equity of $3,184,342. For the years ended March 31, 2009, the Company posted a net loss of $2,181,974 compared with a net loss of $3,251,650 in the same period in the previous year. The Company related that its sales revenues have not been adequate to support its operations. The Company's current assets increased by $89,659 or approximately 58%, from $155,666 at March 31, 2008, to $245,325 at March 31, 2009. Current liabilities increased from $2,870,071 at March 31, 2008, to $2,948,077 at March 31, 2009, an increase of $78,006 or approximately 3%. The increase in current liabilities was due to increases in accounts payable balances. Working capital was a deficit of $2,702,752 at March 31, 2009, as compared to the March 31, 2008 deficit of $2,714,405, a decrease of $11,653 or less than 1%. The decrease deficit was due to the addition of property, plant and equipment. Going Concern Doubt On July 11, 2008, Hein & Associates LLP in Dallas, Texas raised substantial doubt about its ability to continue as a going concern after auditing the Company's financial results for the year ended March 31, 2008. The auditors pointed that the Company has limited capital resources and no significant revenue producing assets. A full-text copy of the FORM 10-K is available for free at: http://ResearchArchives.com/t/s?3f45 About Glen Rose Petroleum Dallas-based Glen Rose Petroleum Corp. (NasdaqCM: GLRP) -- http://www.glenrosepetroleum.com/-- is an independent producer of natural gas and crude oil. The Company operates its business through its wholly owned subsidiaries, UHC Petroleum Corporation (Petroleum) and UHC Petroleum Services Corporation (Services). Its non-operating subsidiaries are UHC New Mexico Corporation and National Heritage Sales Corporation, which formerly sold food products. GOLFERS' WAREHOUSE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Golfers' Warehouse, Inc. aka Golfers' Warehouse aka Golfers' Clubhouse aka Golf Clubhouse 81 Brainard Road Hartford, CT 06114 Case No.: 09-21911 Type of Business: The Debtor operates a Golf Equipment and Retail store. Chapter 11 Petition Date: July 9, 2009 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Chief Judge Albert S. Dabrowski Debtor's Counsel: Barry S. Feigenbaum, Esq. Rogin Nassau LLC. 185 Asylum Street, 22nd Floor Hartford, CT 06103 Tel: (860) 278-7480 Fax: (860) 278-2179 Email: bfeigenbaum@roginlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mark S. Dube, the Company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thomas M. DiVenere Loan $5,900,000 70 River Bend Road Snowmass, CO 81654 Mark Blair Loan $1,410,000 435 W. Wakefield Blvd Winsted, CT 06098 Cleveland Gold/Srixon Trade Debt $699,764 P.O. Box 7270 Newport Beach CA 92658-7270 Callaway Golf Trade Debt $615,013 2180 Rutherford Rd. Carlsbad, CA 92008-7328 Nike USA, Inc. Trade Debt $530,958 P.O. Box 847648 Dallas, TX 75284-7648 Taylor Made-Adidas Golf Co. Trade Debt $491,948 5545 Fermi Court Carlsbad, CA 92008-7234 Mizuno Golf Company Trade Debt $338,293 P.O. Box Drawer 101831 Atlanta, GA 30392-1831 Sobol Family Partnership Former Landlord $263,502 4161 Parkview Drive Hollywood, FL 33021 Adams Golf LTD Trade Debt $220,970 Titleist Trade Debt $199,490 J & M Golf Trade Debt $172,378 Nicklaus Golf Equipment Trade Debt $169,466 Ping Inc. Trade Debt $162,150 Sun Mountain Sports Trade Debt $86,869 Footjoy Trade Debt $84,741 Etonic Worldwide LLC Trade Debt $69,341 Nickent Golf Trade Debt $60,178 Wilson Sporting Goods Trade Debt $55,124 PowerBilt Golf Trade Debt $47,714 Bob Jamin Loan $45,000 GREDE FOUNDRIES: Gets Court Nod for $10MM Loan from DDJ Capital --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin authorized, on an interim basis, Grede Foundries, Inc., to: -- access cash that is subject to security interests of its prepetition secured lenders; -- obtain DIP Financing from certain funds and accounts managed by DDJ Capital Management, LLC, consisting of a delayed draw term loan of $10 million in the interim and up to $20 million in the final basis; and -- grant adequate protection to the prepetition lenders. A final hearing of the DIP financing is set for July 23, 2009, at 10:00 a.m., at the U.S. Courthouse, 120 North Henry Street, Room 350, Madison, Wisconsin. Objections, if any, are due four days prior to the hearing date. The Debtor is also authorized to access cash collateral of first lien lenders from July 2, 2009, to July 30, 2009. As of Grede Foundries petition date, the Debtor's first lien prepetition indebtedness is $37,050,563 plus all accrued and unpaid interest, fees, costs and expenses payable thereunder. Its second lien prepetition indebtedness is $21,997,756 in principal plus all accrued and unpaid interest, fees, costs. The Debtors' obligations under the first lien prepetition documents; and second lien prepetition documents are secured by first priority liens and second priority liens on substantially all of the Debtor's and subsidiaries' assets and their proceeds, subject only to permitted liens. The Debtor determined that it requires postpetition financing to meet its ongoing working capital and general business needs. Grede Foundries arranged a $54,975,000 debtor-in-possession loan from certain of the prepetition first lien lenders, and Wayzata Opportunities Fund II, L.P., a fund managed by Wayzata Investment Partners LLC. DDJ, however, objected, asserting that the DIP financing of Wayzata confers unwarranted control over Chapter 11 case on the DIP lenders; and that the terms of the loans mandate a fire sale of the Debtor's assets at a price that would provide a recovery almost exclusively to the first lien lenders. DDJ, together with certain prepetition second lien lenders, offered an alternative DIP financing -- which it says would provide of a term and amount sufficient to finance a Chapter 11 Plan process that would benefit to the Debtor's estate as a whole. The DIP financing will be secured on a junior basis to the existing and postpetition liens of the first lien lenders. Terms of DDJ Financing include: -- Upon interim approval of the DIP financing, the Debtor will be able to borrow $10 million, and upon final approve, increase its borrowings to a total of $20 million. -- The Debtor will grant to the DIP agent certain liens and claims, and will pay certain fees in connection with the DIP financing. -- As security for the DIP Obligations, the DIP Agent, for the benefit of the DIP Lenders, will be granted an allowed superpriority administrative expense claim. -- The DIP liens, the superpriority claim, the adequate protection superpriority claims, and the replacement liens will be subject to Carve Out not exceeding $500,000. The Debtor is also ordered to promptly mail copies of this Amended About Grede Foundries, Inc. Based in Reedsburg, Wisconsin Grede Foundries, Inc. -- http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavy truck, off-highway, diesel engine and industrial markets and is one of the largest cast-iron foundry companies in the United States. The Company filed for Chapter 11 on June 30, 2009 (Bankr. W. D. Wis. Case No. 09-14337). Daryl L. Diesing, Esq., Jerard J. Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C. represent the Debtor in its restructuring efforts. The Debtor selected Conway Del Genio Gries & Co. as restructuring advisor; Leverson & Metz S.C. as special counsel; and Kurtzman Carson Consultants LLC as claims agent. The Debtor listed total assets of $143,983,000 and total debts of $148,243,000. HAMILTON MAY: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Hamilton May Corporation, Bionica Inc. aka Bionica Inc. 5112 Bailey Loop McClellan, CA 95652 Bankruptcy Case No.: 09-34410 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Michael S. McManus Debtor's Counsel: Gregory F. Gilbert, Esq. 5112 Bailey Loop McClellan, CA 95652 Tel: (916) 643-2222 Total Assets: $2,140,200 Total Debts: $271,629 A full-text copy of the Debtor's petition, including a list of its 11 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb09-34410.pdf The petition was signed by Edward Iaconis, secretary of the Company. HARBOR LIGHT: Files for Ch 11 Bankr., Lists $9.18MM in Debts ------------------------------------------------------------ Harbor Light Metals, LLC, has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of Michigan. Tom Jennemann at AMM reports that Harbor Light listed $9.18 million in liabilities versus $615,787 in assets. Benton Harbor, Michigan-based Harbor Light Metals, LLC, is a secondary aluminum smelter, whose major customers include Alcoa Inc., Toyota Motor Corp., and Briggs & Stratton Corp. HASSAN DASTGAH: Voluntary Chapter 11 Case Summary ------------------------------------------------- Joint Debtors: Hassan Dastgah Zohreh Dastgah 22309 Stevens Creek Blvd. Cupertino, CA 95014 Bankruptcy Case No.: 09-55611 Chapter 11 Petition Date: July 12, 2009 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Roger L. Efremsky Debtors' Counsel: Oxana Kozlov, Esq. IBCI Law Group 649 Dunholme Way Sunnyvale, CA 94087 Tel: (650)814-7708 Email: okozlov@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. HARRY & DAVID: S&P Assigns 'CC' Unsolicited Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its unsolicited 'CC' corporate credit rating to Medford, Oregon-based Harry & David Operations Corp. At the same time, S&P assigned a 'C' rating to the company's $70 million senior floating rate notes and $175 million senior fixed notes. The recovery rating on these notes is '5', indicating the expectation for modest (10%-30%) recovery of principal in the event of a payment default. Despite the company's request to withdraw its ratings, S&P believes there remains sufficient market interest in Harry & David's $198.4 million of notes outstanding at March 28, 2009, although on an unsolicited basis. "S&P's ratings on Harry & David Operations Corp. indicate that the company is currently highly vulnerable to nonpayment of its obligations," said Standard & Poor's credit analyst Mariola Borysiak. The company participates in the intensely competitive and fragmented specialty food and gift direct-marketing and retailing businesses. This business is extremely seasonal, and subject to economic circumstances. Harry & David is also highly leveraged, has very thin cash flow measures, and is experiencing deteriorating liquidity. The recessionary environment continued to challenge operating performance during the third quarter ended March 28, 2009. Revenues increased 9.7% during the quarter, but that mainly was because of additional sales from the Cushman's business, acquired in August 2008. However, customer traffic and average basket size remained lower, reflecting the discretionary nature of the Harry & David's product offering. The gift-giving nature of most of its products exposes Harry & David to very high seasonality. Because the company generates the bulk of its profits during the Christmas holiday season, it relies heavily on cash flows generated during that period to fund operations and service debt for the next three quarters. The company's ability to borrow under its revolving credit facility is governed by the borrowing base, which is currently minimal and increases as of August 1, 2009, as the company builds up its inventory for the new holiday period. Harry & David's recent efforts therefore have been centered around its cash flow position. The company introduced several cost- saving initiatives and significantly reduced capital spending to preserve cash. Harry & David expects tight inventory management to be the source of cash during the upcoming quarters, but S&P remains concerned about the company's liquidity position. HERBST GAMING: Majority of Lenders Remain Parties to Lock-Up Pact ----------------------------------------------------------------- Herbst Gaming, Inc., disclosed in a filing with the Securities and Exchange Commission that after an opt-out period expired on July 7, 2009, holders of 61% of its debt continue to be parties to a lock-up agreement. As reported in the Troubled Company Reporter on July 10, 2009, Herbst Gaming and certain of its subsidiaries are parties to a lock-up agreement with lenders holding claims under the Company's Second Amended and Restated Credit Agreement, dated as of January 3, 2007, as amended. In the Lockup Agreement, the parties agreed to support a restructuring of the Company pursuant to a joint plan of reorganization under Chapter 11. Consistent with the Lockup Agreement, Herbst Gaming has filed for Chapter 11. Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator, with casinos located in Nevada, Missouri and Iowa. Herbst owns and operates 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The Company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-50752). Thomas H. Fell, Esq., Gordon Silver, represents the Debtors in their restructuring efforts. Herbst Gaming had $919.1 million in total assets; and $33.5 million in total liabilities not subject to compromise and $1.24 billion in liabilities subject to compromise, resulting in $361.0 million in stockholders' deficiency as of March 31, 2009. HEALTH NET: Fitch Downgrades Issuer Default Rating to 'BB-' ----------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating of Health Net, Inc. to 'BB-' from 'BBB-', the senior debt rating to 'B+' from 'BB+' and the Insurer Financial Strength rating of its insurance subsidiaries to 'BBB-' from 'BBB+'. The Rating Outlook is Negative. The action reflects the negative implications arising from the announcement made by the U.S. Department of Defense indicating that Health Net's contract as the Managed Care Support Contractor for the TRICARE North Region was not being renewed. TRICARE is a DOD program that provides health insurance to active members of the U.S. military and their families in partnership with private insurers. The contract had been up for renewal for some time and after numerous delays and extension periods, the decision was announced. The loss is significant to Health Net given TRICARE comprises 49% of Health Net's 2008 enrollment and 90% of its 2008 earnings. Health Net has the option to appeal the DOD's decision and has not yet indicted whether it will do so. Health Net's current TRICARE contract terminates on March 31, 2010. Currently, Fitch views Health Net's 2008 financial leverage of 2.7 times (x) as measured by debt-to-EBITDA as relatively high, and Fitch's estimated consolidated statutory capitalization of 182% as low relative to its peers in the health insurance and managed care sector. Prospectively, the loss of earnings from the TRICARE contract is expected to further strain Health Net's debt service abilities. Fitch's Negative Outlook reflects continued concerns about the company's existing commercial business, particularly in the intensely competitive California market. The commercial business has reported enrollment declines of 9.0% and 2.9% in 2008 and through the first quarter of 2009, respectively. The enrollment loss is partially due to membership lost from rising unemployment, but also reflects, Fitch believes, Health Net's difficulty in competing in key markets. In recent months, management has announced its interest in divesting Health Net's Northeast and Arizona operations. Should the company enter into an agreement to sell these units, Fitch will consider the net financial impact of a transaction and the use of proceeds. Health Net's ability to sell these operations and to use the proceeds to reduce financial leverage and/or bolster statutory capital may alleviate some ratings pressure. Health Net's ratings reflect the company's competitive position in the health insurance and managed care markets in California and other western states. Fitch recognizes that the health insurance and managed care sector may or may not be significantly impacted by reform efforts currently underway in congress. Fitch is following those developments and their impact on the sector closely. Health Net, Inc., is among the largest publicly traded managed care operations in the U.S., reporting March 31, 2009 enrollment of approximately 6.1 million individuals, including enrollment associated with its TRICARE business. The company provides a variety of indemnity, PPO, POS, and HMO plans in the group, individual, Medicare risk, Medicaid, and TRICARE markets. The company also reported membership of approximately 449,000 in the company's Medicare Part D plans at March 31, 2009. Fitch has downgraded and assigned a Negative Outlook to these ratings: Health Net, Inc.'s -- IDR to 'BB-' from 'BBB-'; -- $400 million 6.375% senior unsecured notes to 'B+' from 'BB+'. Health Net Of California, Inc. Health Net of Arizona, Inc. Health Net Health Plan of Oregon, Inc. Health Net of Connecticut, Inc. Health Net of New Jersey, Inc. Health Net of New York, Inc. -- IFS to 'BBB-' from 'BBB+'. HERTZ CORPORATION: Moody's Downgrades Corp. Family Rating to 'B1' ----------------------------------------------------------------- Moody's Investors Service lowered the Hertz Corporation's Corporate Family Rating and Probability of Default to B1 from Ba3, and its Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The downgrades reflect Moody's expectation that weakness in automobile and equipment rental demand will persist into 2010, and that the company's cost of refinancing its considerable amount of maturing debt will be high. As a result, credit metrics will remain below expected levels until there is a more robust and sustained recovery in demand, which Moody's does not anticipate will occur until 2011. This extended decline in Hertz's debt protection measures will occur despite a number of positive considerations. These include: the sizable reduction in Hertz's debt that resulted from its rental-car defleeting initiatives; the progress the company continues to make in fixed and overhead costs; the recovery in the used car market; and, the successful emergence of General Motors and Chrysler from bankruptcy without any disruption to the car rental sector. The negative outlook and SGL-3 rating recognize that during the coming 18 months Hertz will have to refinance approximately $4.2 billion in debt that supports its car rental fleet. The global economic downturn is depressing demand in almost all of Hertz's markets: leisure and commercial on-airport car rentals in the U.S.; domestic equipment rentals that remain tied to the commercial and residential construction sectors; and, on-airport car rental demand in Europe. This downturn has had a significantly negative impact on the company's credit metrics with EBITA/interest for the LTM through March 2009 of only 0.9 times. Moreover, Hertz expects that the downturn will result in revenues falling to about $6.8 billion during 2009, a decline of $1.7 billion (20%) from 2008's level. In response, it has significantly reduced the size of its car rental fleet and thereby generated sufficient cash to reduce debt by almost $3 billion since 2007. It has also made consistent progress in achieving its goal of reducing fixed costs between 2007 and 2010 by $1.2 billion. The company estimates that it will have achieved cumulative savings of $1.1 billion by year-end 2009 with $570 million generated this year. Notwithstanding the magnitude of these cost and capital structure improvements, they will not fully offset the severe and rapid decline in revenues. Moreover, the recovery in revenues during 2010 could be modest. Consequently, the company's intermediate-term credit metrics will be more in keeping with the B1 level. Further stress on Hertz's credit metrics will result from the higher interest costs that the company will incur as it refinances the $4.2 billion in maturing fleet debt. Hertz estimates that it could incur as much as $150 million in additional interest expense due to higher rates. The key components of Hertz's current liquidity position includes $557 million in unrestricted cash, availability under an unused $1.2 billion credit facility maturing in 2012, approximately $1.0 billion in excess capacity under its fleet debt facilities that are available through late 2010, and considerable free cash flow from fleet reduction initiatives. These sources should provide adequate coverage of maturing obligations during the twelve months through the 2nd quarter of 2010; these debt maturities amount to approximately $1.2 billion. However, beyond the 2nd quarter Hertz's liquidity profile could become stressed. During the 3rd quarter of 2010 a further $1.3 billion in securitizations mature, and during the 4th quarter an additional $2.2 billion in fleet debt comes due. Hertz has a publicly stated plan for refinancing these maturing obligations. The plan includes: efforts to obtain $1.25 billion in U.S. conduit facilities during the very near term; issuance of as much as $900 million in TALF securitizations by the end of the year; and renegotiation of $1 billion in European conduit facilities. Near-term progress in implementing this refunding plan will be critical in limiting further downward pressure on the rating. Moody's notes the company's successful issuance of $544 million of common equity and $475 million of convertible notes during May, and the moderate improvement during recent months in market conditions for unsecured debt and ABS transactions are positive indications of Hertz's ability to make progress under its plan. The key near-term driver of Hertz's rating and outlook will be its ability to implement its funding program. Lack of material progress could contribute to a downgrade. Conversely, a stabilization of the outlook would be supported by solid progress in implementing major elements of the plan through the balance of the year, clear signs of stability in the ABS market, and successful implementation of Hertz's cost cutting program. Operationally, sustaining the B1 rating would depend on Hertz's ability to remain on track for generating EBITA/total interest exceeding 1.2 times for 2009, compared with approximately 1.0 times for 2008. Debt/EBITDA should remain under 4.0 times for 2009 and under 3.5 times for 2010. Ratings Changed: The Hertz Corporation: * Corporate Family Rating: to B1 from Ba3 * Probability of Default: to B1 from Ba3 * Senior unsecured: to B2 (LGD4, 64%) from B1 (LGD4, 61%) * Subordinate: to B3 (LGD6, 92%) from B2 (LGD6, 90%) * Speculative Grade Liquidity Rating: to SGL-3 from SGL-2 The Old Hertz Corporation: * Notes: to B3 (LGD6, 92%) from B2 (LGD6, 90%) Ratings Unchanged The Hertz Corporation * Secured term loan: Ba1 (LGD2, 19%) The last rating action on Hertz was the withdrawal of the Ba1 rating of The Hertz Corporation's $1.6 billion senior secured credit facility due 2010 on June 4, 2007. HILLSIDE FARMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hillside Farms, Inc. 51989 Dairy Lane Charlo, MT 59824 Bankruptcy Case No.: 09-61343 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: Jon R. Binney, Esq. P.O. Box 2253 Missoula, MT 59806 Tel: (406) 541-8020 Email: jon@binneylaw.com Total Assets: $8,976,600 Total Debts: $5,867,465 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/mtb09-61343.pdf The petition was signed by Stan Perry, president of the Company. HONEY AND ME INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Honey and Me, Inc. dba Honey and Me dba Lisa Liffick Home dba Downeast Candle Makers 3301 Hancel Circle Mooresville, IN 46158 Bankruptcy Case No.: 09-09963 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Liffick Development Company L.L.C. 09-09967 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Frank J. Otte Debtor's Counsel: Jeffrey J. Graham, Esq. Taft Stettinius & Hollister LLP One Indiana Square, Suite 3500 Indianapolis, IN 46204 Tel: (317) 713-3500 Fax: (317) 713-3699 Email: jgraham@taftlaw.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/insb09-09963.pdf The petition was signed by Thomas R. Liffick, secretary/treasurer of the Company. HORSE CREEK DOCK: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Horse Creek Dock and Resort, Inc. 1150 Horse Creek Boat Dock Road Celina, TN 38551 Bankruptcy Case No.: 09-07778 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Cookeville) Judge: George C. Paine II Debtor's Counsel: Paul E. Jennings, Esq. Paul E. Jennings Law Offices, P.C. 805 South Church Street, Suite 3 Tel: (615) 895-7200 Fax: (615) 895-7294 Email: paulejennings@bellsouth.net 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 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb09-07778.pdf The petition was signed by Thomas P. Weaver. IMAGINE ADOPTION: Goes Bankrupt; BDO to be Appointed as Trustee --------------------------------------------------------------- BDO Dunwoody Limited, which provides financial recovery services in Ontario, Canada, said that an assignment in bankruptcy has been executed for the Kids Link International Adoption Agency, which operates as Imagine Adoption. BDO said that it will be appointed as the trustee in bankruptcy. BDO said that its board of directors met on July 10, 2009, to discuss the financial situation of Kids Link and determined that it was clear that the funds in its bank accounts are insufficient to service the families in the Kids Link Program. BDO said that it is speaking with many stakeholders, including the Ministry of Community and YOuth Services and the legal counsel to Kids Link, Ted Giesbrecht and David Amy. BDO as a trustee in bankruptcy will be reviewing the affairs of Kids Link, which would include some information of St. Anne's Adoption and Global Reach. BDO said that it is securing the records for the next steps. A full report of the financial affairs, including funds on hand, will be reported at a meeting to be set. BDO said that it will be sending legal notice to all families and creditors by July 17. Kids Link International Adoption Agency is a Christian Non-Profit International Adoption Agency incorporated within the Province of Ontario, and fully licensed by the Ontario Ministry of Children and Youth Services to facilitate international adoptions for Canadian families. ISCO INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: ISCO International, Inc. 1001 Cambridge Drive Elk Grove Village, IL 60007 Bankruptcy Case No.: 09-25416 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Joel A. Schechter, Esq. Law Offices of Joel Schechter 53 W Jackson Blvd, Ste 1025 Chicago, IL 60604 Tel: (312) 332-0267 Fax: (312) 939-4714 Email: joelschechter@covad.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ilnb09-25416.pdf The petition was signed by John R. Owings, president of the Company. JAMES STEPHENS: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: James C. Stephens aka Cass Stephens 1726 East North Avenue Milwaukee, WI 53202 Case No.: 09-29970 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Susan V. Kelley Debtor's Counsel: Jonathan V. Goodman, Esq. 135 West Wells Street, Suite 340 Milwaukee, WI 53203 Tel: (414) 276-6760 Email: jgoodman@ameritech.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mr. Stephens, the company's president. Debtor's List of 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DJDL Holdings, LLC Guarantee of Loan $200,000 Chase Bank Credit Card Purchases $86,428 Citibank Credit Card Purchases $75,999 Midwest Airlines Master Card Credit Card Purchases $58,715 O'Neill Cannon Hollman DeJong Attorney's fees $46,538 Bank of America Credit Card Purchases $39,674 American Express Line of Credit $37,239 Perspective Design, Inc. Architectural Fees $24,062 American Express Credit Card Purchases $13,854 Advanta Credit Card Purchases $10,816 Capitol One Bank Credit Card Purchases $6,659 Citi Mastercard Credit Card Purchases $3,147 Over Time Clear Channel Television and $2,450 Broadcasting, Inc. Wireless Services JANUS CAPITAL: CEO Gary Black Resigns, Tim Armour Takes His Place ----------------------------------------------------------------- Janus Capital Group Inc. has disclosed strong second quarter earnings, the appointment of Tim Armour as interim chief executive officer, and the intent to raise capital through a public offering of common stock and convertible debt. The JCG Board of Directors reported that Gary Black has resigned as chief executive officer, effective July 13, 2009. Tim Armour a Janus Capital Group Director, has been named chief executive officer on an interim basis. "After much consideration, Gary and the Board have come to the mutual decision that the time is right to bring new leadership to Janus," said Steve Scheid, chairman of the Janus Capital Group Board of Directors. "During Gary's tenure Janus made significant progress on its goals, including strengthening the firm's investment performance and risk-management, revitalizing the Janus brand, generating positive net flows, and building out the firm's product and global distribution platforms. We thank him for his dedication in helping build Janus into a world-class investment organization and wish him well in his future endeavors." "The firm is in a much stronger place than when I joined, and the time is right for a change," said Mr. Black. "Long-term performance is strong, flows have rebounded, we have a broad diversified product platform, and we've built a global distribution footprint across both the intermediary and institutional channels that is gaining market share. I'm proud of the progress Janus has made during the last five years and I am confident that the firm is well positioned to build on that success going forward." The firm will take a $12.1 million charge, including approximately $6.8 million of cash and $5.3 million of non-cash consideration for the acceleration of Mr. Black's unvested stock, options and mutual fund share awards. The charge will be reflected in the company's third quarter results. Mr. Armour, 60, has more than 20 years of investment industry experience, including 10 years as a senior executive at Morningstar and five years as president of Stein Roe Farnham's mutual fund division. Mr. Armour joined the Janus Capital Group Board in March 2008 and served on the Board's strategic planning committee, working closely with Janus' executive leadership on the firm's strategy. Mr. Armour will assume day-to-day management of the company and assist the Board with the recruitment of a permanent successor. "We're bullish about the future of Janus," said CEO Tim Armour. "Despite the challenging economic environment, the fundamentals of our business are strong thanks to strong long-term investment performance, expanded distribution and positive flows. These important achievements position the firm very competitively as we move forward and the market improves." "Tim's industry experience, combined with his role on the strategic planning committee, will help make this transition seamless," said Mr. Scheid. "Importantly, Tim has worked closely with Janus' leadership team including Janus' co-chief investment officers. We don't anticipate any changes to the investment process or the structure of the investment team, which is serving our shareholders and clients extraordinarily well." The Janus investment team will continue to report to co-chief investment officers, Jonathan Coleman and Gibson Smith, who have managed Janus' investment team since early 2006 and have been at Janus for 15 and eight years, respectively. INTECH and Perkins Investment Management will continue to be managed independently under their existing leadership structures. Capital Raise and Tender Offer JCG also intends to concurrently offer $150 million in common shares and $150 million of convertible senior notes due 2014 and that it is offering to repurchase approximately $400 million of the principal amount of outstanding debt in a tender offer. The Company already commenced the public offering of $150 million of its common stock and $150 million principal amount of convertible senior notes due in 2014. The convertible senior notes will be convertible, under certain circumstances, into cash, shares of the Company's common stock or a combination of cash and shares of the common stock, at the Company's election. The Company will grant the underwriters an option to purchase up to an additional 15 percent of the number of shares offered to cover over-allotments, if any, and an option to purchase up to an additional $22.5 million principal amount of the convertible senior notes to cover over-allotments, if any. The net proceeds of the concurrent common stock and convertible senior notes offerings, together with cash on hand, will be used to repurchase up to $400 million of the aggregate principal amount of the firm's outstanding 2011, 2012, and 2017 senior notes in a tender offer and for general corporate purposes, including the repayment or repurchase of any of the foregoing series of notes that remain outstanding. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are acting as joint book-running managers of the proposed offerings. Second Quarter 2009 Earnings Results JCG reported second quarter net income from continuing operations of $15.8 million, or $0.10 per diluted share, compared with a net loss from continuing operations of $818.1 million, or $5.22 per diluted share in the first quarter 2009 and net income from continuing operations of $65.6 million, or $0.40 per diluted share, in the second quarter 2008. First quarter 2009 included a goodwill and intangible asset impairment charge of $856.7 million, or $5.21 per diluted share, a litigation charge of $7.5 million, or $0.03 per diluted share, and a non-operating impairment charge on unconsolidated seed capital investments of $0.03 per diluted share. The Company's operating margin for the second quarter 2009 was 23.5% compared with 34.5% for the second quarter 2008. Flows and Assets Under Management Average assets under management during the second quarter increased 12.0% to $126.7 billion compared with $113.1 billion during the first quarter 2009. At June 30, 2009, the company's total assets under management were $132.6 billion compared with $110.9 billion at March 31, 2009, and $191.8 billion at June 30, 2008. The increase in firmwide assets during the second quarter reflects $20.0 billion of net market appreciation and long-term net inflows of $2.3 billion. Investment Performance Relative long-term investment performance remained strong with approximately 65%, 84% and 85% of firmwide mutual funds in the top half of their Lipper categories on a one-, three- and five-year total-return basis, respectively, as of June 30, 2009.2 In addition, 64% of firmwide mutual funds have a 4- or 5-star Overall Morningstar RatingTM at June 30 2009.3 Janus-managed equity mutual funds continue to outperform the majority of peers with 61%, 88% and 82% of equity mutual funds ranking in the top half of their Lipper categories on a one-, three- and five-year total return basis, respectively, as of June 30, 2009. INTECH's near-term relative investment performance was weak, while longer-term performance remained strong with 33%, 56%, 86% of strategies outperforming their respective benchmarks over the one-, three-, and five-year periods, as of June 30, 2009. Perkins continues to deliver exceptional investment performance with the Mid Cap Value Fund ranked in the top 16% and Small Cap Value Fund ranked in the top 10% of their respective Lipper categories across the one-, three-, and five-year periods on a total-return basis as of June 30, 2009. Second quarter 2009 revenues of $200.2 million increased 17.6% from first quarter 2009 from higher average assets under management, driven primarily by improving global markets and mutual fund performance fees. Quarter-over-quarter operating expenses, excluding the first quarter 2009 goodwill and intangible asset impairment and litigation charges, increased in the second quarter as a result of higher revenue-based expenses and costs associated with the previously announced July 2009 merger of two of JCG's domestic mutual fund trusts. Capital and Liquidity At June 30, 2009, JCG had stockholders' equity of $718 million, cash and investments of $331 million and $1.1 billion of outstanding debt. About Janus Capital Group Inc. Janus Capital Group Inc. is a global investment firm offering strategies from three individual investment boutiques: Janus Capital Management LLC (Janus), INTECH Investment Management LLC (INTECH) and Perkins Investment Management LLC (Perkins). Each manager employs a research-intensive approach that is distinct within its respective asset class. This multi-boutique approach enables the firm to provide style-specific expertise across an array of strategies, including growth value and risk-managed equities, fixed income and alternatives through one common distribution platform. At the end of June 2009, JCG managed $132.6 billion in assets for shareholders, clients and institutions around the globe. Based in Denver, JCG also has offices in London, Tokyo, Hong Kong, and Singapore. As reported by the Troubled Company Reporter on February 25, 2009, Standard & Poor's Ratings Services said that it lowered its ratings on Janus Capital Group Inc., including its counterparty credit rating to 'BB+/B' from 'BBB-/A-3'. S&P said that the outlook is stable. Ratings on Janus reflect its weakened debt- servicing capacity as assets under management and, consequently, cash-flow generation, have fallen considerably in recent months and are not expected to improve in the near term. JANUS CAPITAL: Moody's Affirms Preferred Shelf Rating at 'Ba2' -------------------------------------------------------------- Moody's Investors Service has affirmed the Baa3 senior debt rating of Janus Capital Group Inc. following the announcement that the company will raise approximately $150 million of common equity and $150 million of new convertible notes as part of the company's effort to reduce financial leverage. Moody's has assigned a long term debt rating of Baa3 to the new convertible notes. The outlook on the ratings remains negative. Moody's stated that Janus will use the proceeds from its capital raise, plus about $100 million in existing excess cash, to opportunistically reduce nearly 25% of its total debt burden. The company is focusing on extinguishing obligations due primarily in 2011 and 2012. Janus's actions will materially offset an otherwise worsening leverage (total debt/EBITDA) picture resulting from prior equity market declines and resulting lower management fees. Moody's anticipates that Janus's 2009 EBITDA could drop 30- 40% below 2008. Such declines would elevate total debt/EBITDA well above the rating agency's expectations for investment grade ratings; however, with Janus's debt reduction effort, Moody's expects materially lower peek leverage. Moody's VP/Senior Credit Officer Matthew Noll commented, "Janus's capital raise and the expected debt reduction materially reduces rating pressure; however, more progress toward achieving leverage in the range of 2-3x will be important to protecting the Baa3 rating from the impact of uncertain equity markets." Janus also announced that a CEO transition will be occurring over the remainder of 2009. Moody's commented that the former CEO's departure, while incrementally adding to the uncertainties facing the company, is already incorporated in Janus's current rating and the negative rating outlook. Moody's commented that Janus's key franchise measures are solid. Relative investment performance has been strong, which if further continued, should ensure favorable asset flows. Secondly, Janus has demonstrated further progress in improving the breadth of its equity and fixed income products. Also importantly, the company's recently amended credit agreement provides significant headroom with respect to financial covenants. Flows and overall AUM volatility have been in line with those of other asset management firms. Moody's views Janus as competitive with larger managers in holding access to strategic distribution platforms given the company's solid investment performance and good breath of products. The rating affirmation assumes that Janus executes its capital raise successfully; that the firm is resolute in continuing along the path of achieving lower leverage, and that the company's CEO search and transition is successfully accomplished. Janus's outlook could be returned to stable if these hurdles can be met: quarterly average AUM levels rise to the $140-$150 billion range; total debt/EBITDA is sustained under 3x; net quarterly asset inflows exceed 1% of beginning-of-quarter AUM. Janus's ratings could see downward rating pressure if any of these occur: average AUM drops to $115 billion; total debt/EBITDA remains above 3x past 2Q10; the EBITDA/interest ratio is sustained below 3x for two or more quarters, or if the company is experiencing quarterly net outflows in excess of 2.5% of beginning of quarter AUM. This rating was affirmed with a negative outlook: * Janus Capital Group Inc. -- senior unsecured debt at Baa3 These ratings were assigned with a negative outlook: * Janus Capital Group Inc. -- senior unsecured convertible debt at Baa3; provisional senior unsecured debt shelf at (P)Baa3; provisional subordinated debt shelf at (P)Ba1; provisional preferred shelf at (P)Ba2. Janus Capital Group Inc., headquartered in Denver, is an asset management firm that provides services to retail and institutional investors predominantly in the US. The company's assets under management were $133 billion as of June 30, 2009. The last rating action was on December 22, 2008, when Janus's senior debt rating was affirmed at Baa3 and the rating outlook was changed to negative from stable. KC'S MARKET & DELI: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: KC's Market & Deli, Inc. 4861 Austin Peay Highway Memphis, TN 38135 Bankruptcy Case No.: 09-27464 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Debtor's Counsel: John E. Dunlap, Esq. 1684Poplar Ave Memphis, TN 38104 Tel: (901) 726-6770 Fax: (901) 726-6771 Email: jdunlap00@gmail.com Total Assets: $2,796,160 Total Debts: $1,766,261 A full-text copy of the Debtor's petition, including a list of its 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnwb09-27464.pdf The petition was signed by Boonie R. Cranford, president of the Company. LAKE BURTON DEVELOPMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Lake Burton Development LLC P.O. Box 2230 Clayton, GA 30525 Case No.: 09-22830 Chapter 11 Petition Date: July 10, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Paul W. Bonapfel Debtor's Counsel: Patrick D. Jaugstetter, Esq. Power, Cooper & Jaugstetter, P.C. P.O. Box 70 McDonough, GA 30253 Tel: (770)957-1765 Estimated Assets: $10,000,001 to $50,000,000 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. LAS VEGAS SANDS: To Restart Macau Projects Before the Year Ends --------------------------------------------------------------- Las Vegas Sands Corp. is aiming to restart its stalled projects in Macau before the end of the year, China Post reports citing company chairman and gaming tycoon Sheldon Adelson. According to the report, Mr. Adelson said various options are being explored to raise about US$3.5 billion, including US$2.0 billion needed to complete the projects in the Chinese territory. These options include an initial public offering or sale of some of the company's Macau assets, including condominiums and shopping malls, the Post relates. Mr. Adelson, as cited by the report, said the fund-raising exercise is expected to be completed in September. In November 2008, the company said it has chosen to temporarily or indefinitely suspend portions of its development projects and will focus its development efforts on those projects with the highest rates of expected return on invested capital given the liquidity and capital resources available to the company. The company temporarily suspended development of sites five and six on the Cotai Strip in Macao until conditions in the capital markets improve. About Las Vegas Sands Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) -- http://www.lasvegassands.com/-- owns and operates The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo and convention center. The company also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao, China. On March 10, 2009, Moody's Investors Service lowered the Company's Corporate Family Rating to B3 from B2 and assigned a negative rating outlook. LEHMAN BROTHERS: May Join Creditors to Overturn DOCA in Australia ----------------------------------------------------------------- Lehman Brothers Holdings Inc. is set to join the escalating court case brought by creditors trying to overturn a deal entered into by Lehman Brothers' Australian administrators, Susannah Moran at The Australian reports. The Australian relates that the Federal Court was told that Lehman Brothers would be joined as a defendant in the case brought by three local councils that want to overturn the deed of company arrangement that was approved by creditors in June. The councils believe they will be better off if the company is placed into liquidation, and have gone to the Federal Court to ask that the DOCA be overturned, the report says. According to the Australian, one of the key legal questions to be determined by the court is whether a DOCA can include clauses that prevent a creditor from suing third parties -- in this case the overseas Lehman entities. Lehman Brothers' barrister, Tom Bathurst QC, told the Federal Court that if the court decided that the creditors should be entitled to sue the third parties, then Lehman Brothers would seek that the deed be overturned. As reported in the Troubled Company Reporter-Asia Pacific on June 3, 2009, the Melbourne Herald Sun said that creditors of Lehman Brothers Australia voted in favor of a proposal by Lehman Brothers Asia Holdings that will repay the creditors more and avoids costly and time delays of litigation. The vote was controversial, with four proxy votes rejected during the meeting, The Australian Business related. If the votes had been allowed, it would have tipped the vote to 62 creditors against the Lehman Brothers Asia proposal and 61 in favor, the newspaper said. "The benefit of that is it enables us to pay the employees and general creditors in full, early, and it provides a very reasonable return to the contingent creditors. It should bring litigation to an end," the Herald Sun quoted Neil Singleton of PPB as saying. Mr. Singleton is one of the administrators of Lehman Brothers Australia who recommended the deed of company arrangement. The administrators estimate $142.2 million to $247.6 million will be distributed to all the creditors including other Lehman units, the Herald Sun reported. As part of the deal, $43.5 million is set aside for councils and other "contingent" creditors, which are owed $626.5 million, Australian Business related. Executives of Lehman Brothers Asia will receive as much as $11 million, Brisbane Times said. Councils, who voted against the plan, complained that the proposed payments are too little and that they were given "insufficient time" to consider the plan, Australian Business said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. The firm, through predecessor entities, was founded in 1850. Lehman filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on September 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- US$38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVITT & SONS: Real Estate Will Be Auctioned Off on July 22 ----------------------------------------------------------- Dick Hogan at The News-Press reports that Levitt & Sons' real estate, including hundreds of lots and houses in Cascades at River Hall in east Lee County, will be auctioned off July 22. The Cascades, says The News-Press, was under development and some homes were already built on the property when Levitt & Sons filed for bankruptcy. Andrew Bolnick said in a report that there are about 455 undeveloped lots. According to The News-Press, the auction at the Osceola County Courthouse is aimed at disposing of Levitt & Sons' remaining real estate. Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represented the Debtors in their bankruptcy cases. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, was not included in the bankruptcy filing. (Levitt and Sons Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). MADISON GRANDE: 44 Units in Foreclosure, 165 Payments Past Due -------------------------------------------------------------- Monica Hatcher at Miami Herald reports that 44 condo units are in foreclosure at Maison Grande Condominium Association, Inc., with about 165 owners in two months or more past due on "association payments". According to Miami Herald, Dorten developers had filed a lawsuit against the Company for about $658,000 in back payments on a recreational lease for the pool and parking areas. Miami Beach, Florida-based Maison Grande Condominium Association, Inc., is a complex of 502 luxury condos. The group filed for Chapter 11 bankruptcy protection on June 10, 2009 (Bankr. S.D. Fla. Case No. 09-21589), listing up to $50,000 in assets and up to $1,000,000 in liabilities. MASSACHUSETTS HEALTH: S&P Changes Outlook on BB Rating to Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook to negative from stable on $26.7 million series 2004A and 2004B bonds issued by the Massachusetts Health and Educational Facilities Authority for Northern Berkshire Healthcare and on the $3.2 million series 1996C bonds issued for North Adams Regional Hospital. At the same time, the rating agency affirmed its 'BB' long-term rating on the bonds. The negative outlook reflects uncertainties that have unexpectedly appeared since S&P's last rating review in late 2008, which if not addressed as planned, could have a negative ratings consequence in the future. S&P upgraded NBH in 2008 after it posted its third straight year of improved earnings and its first positive operating income in five years. However, the balance sheet remains thin with ample debt and slim liquidity and management continues to have problems with the long-term-care operations. Year-to-date results have deteriorated again largely due to increasingly poor performance at Sweetwood and Sweet Brook, and while operations at NARH remain positive, they are also well below 2008 levels. In addition, Northern Berkshire has added to its employed physician complement, which has resulted in increasingly high budgeted and actual losses. S&P is concerned about the poor interim financial results, and although a certain level of volatility is consistent with a speculative grade rating, S&P did not expect this level of losses, especially at the long-term care facilities. S&P expects that management will continue to aggressively move to address the long- term-care operations, which are the largest source of the system's financial problems. A lower rating will be considered next year if the operating loss run-rate does not slow for the last 5 months of the fiscal year as there is little flexibility in the balance sheet to offset significant losses. Conversely, a return to stable outlook is possible upon closing a favorable sale of Sweetwood and Sweet Brook or if operations return to approximately breakeven levels. "Management has taken cost-cutting actions, replaced senior executives at both long-term-care facilities, hired consultants to assist with operational improvement at Sweetwood and Sweet Brook, and expects to improve operations through the remainder of the year," said Standard & Poor's credit analyst Cynthia Keller Macdonald. "In addition, the same consultants are assisting the organization in its efforts to sell Sweetwood and Sweet Brook, which would certainly contribute to stabilizing the rating," said Ms. Macdonald. Standard & Poor's believes that actually consummating a favorable sale in the near future will be challenging although management indicates that they have received numerous inquiries already from potentially interested parties. The 'BB' rating reflects volatile earnings with accelerated operating losses in the year-to-date 2009 performance and dependence on annual state support; adequate balance sheet for the rating level with slim liquidity and high debt levels; and solid market position in the northern Berkshires in western Massachusetts with limited local competition although the economy is fairly weak. MERCER INTERNATIONAL: S&P's Junk Corp. Credit Rating on Swap Offer ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating and issue-level rating on Vancouver, B.C.-based pulp manufacturer Mercer International Inc. S&P lowered the corporate credit rating to 'CC' from 'B-' and lowered the rating on the senior unsecured debt to 'CC' from 'B-'. The rating outlook is negative. The rating downgrade follows Mercer's announcement that it is offering to exchange for any and all of its 8.5% convertible subordinated notes due 2010 as the "old notes". Approximately $67.3 million was outstanding under the old notes at March 31, 2009. Under the terms of the proposed transaction, Mercer is offering to exchange each $1,000 principal amount of the old notes for: * 129 shares of Mercer common stock, plus * A premium of $200 in principal amount of new 3% convertible senior subordinated notes due 2012 (new notes); and * Accrued and unpaid interest to, but excluding, the settlement date. The old notes are currently convertible into Mercer common stock at a conversion rate of 129 shares per $1,000, or a conversion price of $7.75 per share. The new notes will be convertible into Mercer's common stock at a conversion price of $2.75 per share. The offer will expire on August 11, 2009, unless terminated or extended. "The rating downgrade reflects S&P's view that the exchange is tantamount to a default given Mercer's highly leveraged financial profile," said Standard & Poor's credit analyst Andy Sookram. Upon completion of the exchange, S&P would lower the corporate credit rating to 'SD' (selective default). As soon as possible thereafter, S&P will reassess Mercer's post-exchange capital structure. It is S&P's preliminary expectation that, in the event the exchange succeeds, S&P would not raise the corporate credit rating to higher than the previous 'B-' level. S&P acknowledges that the post-exchange capital structure could reduce Mercer's outstanding debt balances. However, until S&P is confident that there is a substantial improvement in market conditions for pulp, S&P is unlikely to consider a rating higher than 'B-'. In addition, the company's financial risk profile encompasses the challenging market conditions and significant earnings volatility for its single product, which is pulp, and refinancing risk associated with the upcoming February 2010 maturity of its EUR40 million Rosenthal working capital facility (EUR10 million outstanding at March 31, 2009). Nonetheless, if the exchange is successful, S&P believes Mercer would have enhanced capacity to weather the current downturn over the next several quarters. The rating outlook is negative, reflecting S&P's expectation to lower the corporate credit rating on Mercer to 'SD' following the completion of the exchange offer. MERISANT WORLDWIDE: Can Implement Employee Severance Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Merisant Worldwide Inc., et al., authorization to implement an employee severance plan for 200 full-time employees to replace the existing Merisant U.S., Inc. Severance Pay Plan. As reported in the Troubled Company Reporter on June 23, 2009, the Debtors told the Court that the theoretical maximum cost of the severance plan is significantly less expensive than the Merisant Plan. The accrual of potential cash benefits under the severance plan are: A. Non-Executives: Hourly Employees Exempt Employees ---------------- ---------------- Accrual Rate (per year of service) 1 week 2 weeks Minimum 2 weeks 4 weeks Maximum 26 weeks 52 weeks B. Executives: Severance Accrual Period ------------------------ Chief Executive Officer 18 months General Counsel 12 months Other Executives 6 months The Debtors statde that although the maximum aggregate cost of the severance plan could theoretically approximate $3,413,649, that total expense would be incurred only in the event that all 197 eligible employees other than the CEO and the general counsel were terminated. The Debtors add they have no current plans to make any significant reductions in force and believe it highly likely that only a small fraction of the total would ever be incurred. About Merisant Worldwide Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sells low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. Merisant Worldwide and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059). Sidley Austin LLP represents the Debtors in their restructuring efforts. Young, Conaway, Stargatt & Taylor LLP represents the Debtors' as co-counsel. Blackstone Advisory Services LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtors' Claims and Noticing Agent. Winston & Strawn LLP represents the official committee of unsecured creditors as counsel. Ashby & Geddes, P.A., is the Committee's Delaware counsel. The Debtors had $331,077,041 in total assets and $560,742,486 in total debts as of November 30, 2008. MICHIGAN WHEEL: Case Summary 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Michigan Wheel Corporation dba Quality Castings dba Hall & Stravet dba Federal Propellars dba Michigan Wheel Corporation-Europe 1501 Buchanan Avenue, SW Grand Rapids, MI 49507 Bankruptcy Case No.: 09-08282 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: James D. Gregg Debtor's Counsel: Robert D. Wolford, Esq. Miller Johnson 250 Monroe Ave., NW Suite 800 P.O. Box 306 Grand Rapids, MI 49501-0306 Tel: (616) 831-1700 Fax: (616) 831-1701 Email: ecfwolfordr@millerjohnson.com Thomas P. Sarb, Esq. Miller Johnson 250 Monroe Ave NW, Suite 800 P.O. Box 306 Grand Rapids, MI 49501 Tel: (616) 831-1700 Email: ecfsarbt@millerjohnson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/miwb09-08282.pdf The petition was signed by Stanley J. Heide, president/CEO of the Company. MITCHELL LEONARD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mitchell J. Leonard 2811 Highway 5 New Franklin, MO 65274 Bankruptcy Case No.: 09-21458 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Western District of Missouri (Jefferson City) Debtor's Counsel: James F. B. Daniels, Esq. McDowell Rice Smith & Buchanan 605 W. 47th St., Ste. 350 Kansas City, MO 64112 Tel: (816) 960-7307 Fax: (816) 753-9996 Email: jdaniels@mcdowellrice.com Total Assets: $4,144,275 Total Debts: $2,854,599 A full-text copy of Mr. Leonard's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/miwb09-21458.pdf The petition was signed by Mr. Leonard. NATIONAL TOWING: Case Summary 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: National Towing & Recovery, LLC 2415 E. Main Street Chattanooga, TN 37404 Bankruptcy Case No.: 09-14352 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: R. Thomas Stinnett Debtor's Counsel: Harry R. Cash, Esq. Grant, Konvalinka and Harrison Suite 900, Republic Centre 633 Chestnut Street Chattanooga, TN 37450 Tel: (423) 756-8400 Fax: (423) 756-0643 Email: hcash@gkhpc.com Estimated Assets: $0 to $50,000 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/tneb09-14352.pdf The petition was signed by Robert Wandell, chief manager of the Company. NEENAH FOUNDRY: Moody's Changes Default Rating to 'Caa3/LD' ----------------------------------------------------------- Moody's Investors Service revised Neenah Foundry Company's Probability of Default to Caa3/LD from Caa3. All other ratings, including the Corporate Family Rating of Ca and negative outlook, remain unchanged. The revision follows Neenah's deferral of the cash portion of the semi-annual interest payment due July 1, 2009, beyond what was agreed upon in the original debt indenture. Thus an interest payment default per Moody's definition occurred on part of the company's debt obligations, namely the $75 million 12.5% Senior Subordinated Notes due 2013 (unrated by Moody's). The PDR of Caa3/LD reflects a "limited default", and PDR will revert to Caa3 in approximately three business days. The rating action is: * Probability of Default rating: revised to Caa3/LD from Caa3 Ratings remain unchanged: * Corporate Family Rating -- Ca * $225 million of senior secured notes due 2017 -- Ca (LGD5, 71%) Moody's last rating action on Neenah was on July 9, 2009, when its CFR was downgraded to Ca from Caa2. Neenah, headquartered in Neenah, Wisconsin, manufactures and markets a wide range of metal castings and forgings for the heavy municipal market plus a wide range of complex industrial castings, with concentrations in the medium- and heavy-duty truck and HVAC markets. Annual revenues approximate $472 million. NEFF CORP: S&P Withdraws 'B-' Long-Term Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its ratings on Neff Corp. and its subsidiary Neff Rentals, including the 'B-' long-term corporate credit rating, at the company's request. NEW YORK TIMES: To Sell NY Radio Station to Univision for $45MM --------------------------------------------------------------- The New York Times Company has entered into an agreement with subsidiaries of Univision Radio Inc. and with WNYC Radio for the sale of WQXR-FM, its New York City radio station for a total of $45 million. The transaction will enable WQXR-FM to continue its 73-year legacy of providing classical music and other cultural programming to listeners in the New York metropolitan area. Univision Radio is a division of Univision Communications Inc., the leading Spanish language media company in the United States. WNYC is the nation's largest AM/FM public radio station. Univision Radio will pay the Times Company $33.5 million to exchange the FCC 105.9 FM broadcast license and transmitting equipment for the Times Company's license, equipment and stronger signal at 96.3 FM. At the same time, WNYC Radio will purchase the FCC license for 105.9 FM, all related transmitting equipment and WQXR's call letters and Web site from the Times Company for $11.5 million. Univision Radio will retain the WCAA call letters. As a result of this transaction, Univision Radio will transition WCAA 105.9 FM to 96.3 FM, providing the Spanish-language operator with expanded coverage and enhancing its service to the growing New York Hispanic demographic. WNYC will operate WQXR-FM on 105.9 FM and continue to serve the vast majority of its current audience as a listener-supported public station dedicated to classical music. The transaction is expected to close in the second half of the year after FCC approval has been granted. Russell Adams and Sarah McBride at The Wall Street Journal report that the transaction continues the New York Times' efforts to let go of non-core assets. WSJ says that declines in advertising have squeezed the New York Times' profit and hampered the Company in managing its long-term debt. The New York Times Co., a leading media company with 2008 revenues of $2.9 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR- FM and more than 50 Web sites, including NYTimes.com, Boston.com and About.com. The Company was founded in 1896. * * * As reported in the Troubled Company Reporter on December 4, 2008, the NY Times cut its quarterly dividend by 74%, as part of an effort to conserve cash. The NY Times said that it took steps to lower debt and increase liquidity, including reevaluating its assets. The NY Times has laid off employees, merged sections of the NY Times and Globe to reduce printing costs, and consolidated New York area printing plants this year. The TCR reported on May 25, 2009, that Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured issue- level ratings on New York City-based newspaper publisher The New York Times Co. to 'B' from 'B+'. These ratings were removed from CreditWatch, where they were placed with negative implications April 22, 2009. The rating outlook is stable. According to the TCR on April 28, 2009, Moody's Investors Service downgraded The New York Times Company's Corporate Family Rating and Probability of Default ratings to B1 from Ba3 and ratings on the senior unsecured notes to B1 from Ba3. The Company's speculative grade liquidity rating remains SGL-3 and the rating outlook is negative. NV BROADCASTING: Files Chapter 11 with Pre-Arranged Plan -------------------------------------------------------- NV Broadcasting LLC, doing business as New Vision Television, and its affiliates, NV Media LLC and NV Television LLC, have filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. NV Broadcasting listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. As previously reported by the TCR, New Vision Television announced July 13 an agreement with its first and second lien debt holders on a comprehensive financial restructuring plan. The plan will eliminate all of New Vision's debt and guaranteed obligations of more than $400 million, provide New Vision with capital to ensure the Company's uninterrupted business operations, and begin a prearranged, consensual bankruptcy proceeding in Delaware. "This agreement is powerful news for New Vision's employees, advertisers and business partners," said Jason Elkin, Chief Executive Officer of New Vision. "Our daily business operations will not miss a beat: Jobs and benefits for our employees will be intact; advertisers will continue to receive top customer service; and our stations will continue to invest in best-in-class local news coverage and other programming. And as soon as the prearranged court process has ended, New Vision will emerge as a nimble, well-financed company -- with some of the best management and employees in the business -- poised to take advantage of future growth opportunities." Bloomberg relates that Joe McNamara -- president and general manager of New Vision's unit, KHON-TV -- said that "where the pressure was really coming from" was the debt load at the corporate level. He assured that the station and its cable-only sister channel are profitable, Bloomberg states. Haley Aaron Birmingham Business Journal reports that Ken Lass will be joining the New Vision's CBS 42 news staff on September 1. Mr. Lass would be a beneficial addition to the staff, Business Journal says, citing CBS42 President and General Manager Bill Ballard. With corporate offices in Atlanta and Los Angeles, New Vision Television and its predecessor companies have owned and operated more than 30 television stations across the country since 1993. New Vision owns and operates 14 major network-affiliated television stations across the United States. NV BROADCASTING: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: NV Broadcasting, LLC 3500 Lenox Road, Suite 640 Atlanta, GA 30326 Case No.: 09-12473 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- NV Broadcasting, LLC 09-12473 NV Media, LLC 09-12475 NV Television, LLC 09-12477 NVT Kansas, Inc. 09-12479 NVT Birmingham, LLC 09-12481 NVT Birmingham Licensee, LLC 09-12483 NVT Mason City, LLC 09-12485 NVT Mason City Licensee, LLC 09-12486 NVT Portland, LLC 09-12487 NVT Portland Licensee, LLC 09-12488 NVT Hawaii, LLC 09-12489 NVT Hawaii Licensee, LLC 09-12490 NVT Wichita, LLC 09-12491 NVT Wichita Licensee, LLC 09-12492 NVT Topeka, LLC 09-12493 NVT Topeka Licensee, LLC 09-12494 NVT Topeka II, LLC 09-12495 NVT Topeka II Licensee, LLC 09-12496 NVT Youngstown, LLC 09-12497 NVT Youngstown Licensee, LLC 09-12498 NVT Savannah, LLC 09-12499 NVT Savannah Licensee, LLC 09-12500 PBC Television Holdings, LLC 09-12484 PBC Broadcasting, LLC 09-12474 PBC Broadcasting of Youngstown, LLC 09-12476 PBC Broadcasting of Youngstown License, LLC 09-12478 PBC Broadcasting of Savannah, LLC 09-12482 PBC Broadcasting of Savannah License, LLC 09-12480 Type of Business: With corporate offices in Atlanta and Los Angeles, New Vision Television and its predecessor companies have owned and operated more than 30 television stations across the country since 1993. New Vision owns and operates 14 major network-affiliated television stations across the United States. Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Christopher A. Ward, Esq. Polsinelli Shughart PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com Debtors' Co-Counsel: Polsinelli Shughart PC Debtors' Financial Advisors: Moelis & Company LLC Debtors' Claims Agent: BMC Group Inc. Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Jason Elkin, the company's chairman and chief executive officer. NV Broadcasting's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kingworld Productions, Inc. Trade payable $2,409,066 2401 Colorado Avenue Suite 110 Santa Monica, CA 90404 HBK Capital Management Money Loaned $1,781,583 2101 Cedar Springs Road Suite 700 Dallas, TX 75201 Warner Bros. Trade payable $805,451 4000 Warner Blvd Burbank, CA 91522 Buena Vista Television Trade payable $379,578 500 S Buena Vista St. Burbank, CA 91521-9722 Nielsen Media Research Trade payable $365,280 770 Broadway New York, NY 10003 CBS Paramount Domestic TV Trade payable $348,416 5555 Melrose Avenue Los Angeles, CA 90038 CBS Television Network Trade payable $323,356 51 W 52nd St New York, NY 10019 Tanner, Ballew and Maloof Trade payable $237,193 Inc. Twentieth Century Fox Trade payable $184,751 Pricewater Housecoopers LLP Trade payable $149,200 Spectrasite Communications Trade payable $141,074 Inc. Cox-HRP Trade payable $128,722 Inergize Digital Media Trade payable $106,934 Weather Service International Trade payable $97,695 Associated Press Trade payable $93,482 Katz TV Trade payable $90,942 Apex Trade payable $69,114 Thomson Inc. Trade payable $67,898 ASCAP Trade payable $60,710 Blue Cross Blue Shield Trade payable $56,702 Georgia BMI-Broadcast Music Trade payable $54,734 Ohio Edison Utility $49,633 NRS Media, LLC Trade payable $49,111 Harris Corporation Trade payable $45,580 Fox Broadcasting Company Trade payable $40,985 Universal City Studios Trade payable $39,000 Ballard Advertising Trade payable $38,247 National City Media Finance Trade payable $35,832 Wide Orbit Inc. Trade payable $32,713 Music Reports Inc. (MRI) Trade payable $30,865 OAKVIEW BP 93 LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Oakview BP 93 LLC 2343 Brittany Ln Lodi, CA 95242 Bankruptcy Case No.: 09-34595 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Christopher M. Klein Debtor's Counsel: David C. Johnston, Esq. 1014 16th St PO Box 3212 Modesto, CA 95353 Tel: (209) 521-6260 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 Martin O'Leary, managing member of the Company. ODYSSEY RE: Moody's Affirms Preferred Stock Rating at 'Ba2' ----------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Odyssey Re Holdings Corp. (senior debt at Baa3) and the insurance financial strength ratings of its rated operating subsidiaries (insurance financial strength at A3). The outlook for the ratings is stable. Odyssey Re's ratings reflect the company's solid position within the competitive broker reinsurance marketplace, its high-quality investment portfolio and improving gross underwriting leverage and financial leverage metrics. These strengths are tempered by the inherent volatility of its catastrophe risk exposures and the potential for additional adverse loss reserve development on its casualty reserves. According to Moody's, Odyssey Re has produced industry-leading profitability metrics over the past several years due both to the favorable underwriting environment and significant realized gains in its investment portfolio. The resulting growth in capital at the company has had a meaningful impact in reducing the company's gross underwriting leverage and adjusted financial leverage -- a clear credit positive. However, excluding realized gains, the company's performance on an operating basis has typically been below that of its peer group average in recent years, largely due to adverse loss reserve development on casualty business written during the last soft-cycle, reserve charges for legacy asbestos exposures and reduced investment yields due to the company's significant holdings of cash and short-term investments. Moody's believes that core underwriting results at the company are likely to be subdued over the near to medium term due to soft pricing for casualty risks, and adverse loss reserve development could also continue be a drag on earnings. Moody's also notes that Odyssey Re's catastrophe risk exposure has been increasing, which could subject the company's results and capital position to significant volatility. Moody's current ratings on Odyssey Re contemplate 1) the absence of material adverse loss reserve development (greater than 5% of carried reserves in a 12 month period); 2) for adjusted financial leverage to remain below 30%; and 3) losses from catastrophes will not result in an impact on shareholders' equity of greater than 10%. Meaningful and sustainable improvement in the company's operating returns, greater consistency of loss reserve strength and reduced catastrophe risk exposures relative to capital could place upward pressure on the ratings. These ratings have been affirmed with a stable outlook: * Odyssey Re Holdings Corp. -- senior debt at Baa3; preferred stock at Ba2; * Odyssey America Reinsurance Corporation -- insurance financial strength at A3; * Clearwater Insurance Company -- insurance financial strength at A3; The last rating action on Odyssey Re occurred on May 9, 2006, when Moody's changed the outlook to stable from negative following the resolution of issues related to accounting restatements at the company. Odyssey Re Holdings Corp., headquartered in Stamford, Connecticut, is majority owned by Fairfax Financial Holdings, and primarily writes commercial reinsurance coverages through its flagship company, Odyssey America Reinsurance Corporation. For the first three months of 2009, ORH reported gross premiums written of $555 million and net income of just under $1 million. As of March 31, 2009, shareholders' equity was approximately $2.7 billion. OSCIENT PHARMACEUTICALS: Case Summary & Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Oscient Pharmaceuticals Corporation fka Genome Therapeutics Corp. 1000 Winter Street, Suite 2200 Waltham, MA 02451 Case No.: 09-16576 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Acquisition Corporation 09-16579 Type of Business: The Debtor operates a pharmaceutical company. Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: Charles A. Dale III, Esq. K&L Gates LLP State Street Financial Center One Lincoln Street Boston, MA 02111 Tel: (617) 261-3112 Fax: (617) 261-3175 Email: chad.dale@klgates.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Steven M. Rauscher, the company's president and chief executive officer. Oscient Pharmaceuticals' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S Bank N.A., as indenture Notes $32,497,000 trustee for the 12.50% convertible guaranteed senior notes due January 15, 2011 (the "Second Lien Notes") issued under the Indenture dated as of November 25, 2008, by and among Oscient Pharmaceuticals Corp., Guardian II Acquisition Corp., and U.S. Bank N.A. Corporate Trust Services One Federal Street, 3rd Floor Boston, MA 02110 U.S Bank N.A., as indenture Notes $12,722,108 trustee for the 3.50% convertible promissory notes due 2011 issued under the Indenture dated as of May 1, 2007, between Oscient Pharmaceuticals Corp., and U.S. Bank N.A. Corporate Trust Services One Federal Street, 3rd Floor Boston, MA 02110 BB Bioventures LP Second Lien Note $6,571,000 601 Gateway Blvd, Suite 350 South San Francisco, CA 94080 Abbott Claim $5,500,000 200 Abbott Park Road Abbott Park, IL 60064 Maverick Fund, L.D.C. Second Lien Note $4,759,000 300 Crescent Court, Suite 1850 Dallas, TX 75201 Motorlease Corporation Contract $2,544,854 1506 New Britain Ave. Farmington, CT 06032 Maverick Fund, L.D.C. Second Lien Note $2,419,000 300 Crescent Court Suite 1850 Dallas, TX 75201 Ethypharm S.A. Contract $1,576,999 194 Bureaux de la Colline-Batiment D 92213 Saint Cloud, France United Health Group Rebate $1,555,000 P.O. Box 1459 Minneapolis, MN 55440 Medco Health Solutions, Inc. Rebate $1,287,314 100 Parsons Pond Drive Mail Stop E1-5 Franklin Lakes, NJ 07417 Rx Solutions Inc. Rebate $1,097,070 William Rutter Revocable Debt $1,037,864 Trust Aetna Health Management, LLC Rebate $999,100 Cardinal Health PTS, LLC Contract $875,373 Maverick Fund II, Ltd. Second Lien Note $874,000 U.S Bank N.A., as indenture Notes $830,209 trustee for the 3 1/2% senior convertible promissory notes due April 2011 issued under the Indenture dated as of May 10, 2004, between Oscient Pharmaceuticals Corp. and U.S. Bank N.A. MPM Bio Venture Parallel Second Lien Note $800,000 Fund L.P. ARE-San Francisco No. 17, LLC Lease $783,902 Caremark, LLC Rebate $616,000 CaremarkPCS Health, LP Rebate $501,320 LG Life Sciences, Ltd. Contract $465,000 McKesson Drug Company Contract $380,000 Rutter, William H. Debt $324,332 Rutter, Cythia S. Debt $324,332 Creighton University Contract $300,000 Drug Place, Inc. Rebate $263,236 Dendrite Interactive Contract $252,543 Marketing LLC California Department of Rebate $240,000 Health Services Source Healthcare Analytics Contract $231,286 Inc. Echo Torre Lazure Contract $222,092 PANCAKE PARTNERS: Case Summary & 70 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pancake Partners, LLC dba International House of Pancakes 2236 Delaware Avenue Buffalo, NY 14216 Bankruptcy Case No.: 09-13215 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Western District of New York (Buffalo) Debtor's Counsel: Mark J. Schlant, Esq. 404 Cathedral Place 298 Main Street Buffalo, NY 14202 Tel: (716) 855-3200 Email: mschlant@zsa.cc Total Assets: $37,005 Total Debts: $5,297,461 A full-text copy of the Debtor's petition, including a list of its 70 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nywb09-13215.pdf The petition was signed by L. Joseph Woodard. PHOENIX WORLDWIDE: Can Hire Bast Amron LLP as Counsel ----------------------------------------------------- The Hon. Laurel Myerson Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Phoenix Worldwide Industries to employ Bast Amron LLP as its counsel. The firm is expected to: a) advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the Court; b) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the Chapter 11 cases; c) protect the interests of the Debtor in all matters pending before the Court; and d) represent the Debtor in negotiations with its creditors and in the preparation of a plan. Jeffrey Bast, Esq., attorney of the firm, will charge at $405 per hour and the firm's other managing partners bill at $350 per hour. The Debtor assures the Court that the firm is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc., develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S.D. Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP, represents the Debtor in its restructuring efforts. According to the Chapter 11 petition, the Debtor has assets and debts both ranging from $10 million to $50 million. PHOENIX WORLDWIDE: Can Initially Access Cash Securing C3's Loan --------------------------------------------------------------- Hon. Laurel Myerson Isicoff of the Southern District of Florida authorized, on the interim basis, Phoenix Worldwide Industries, Inc. to: -- access cash securing repayment of loan with Banex Capital, LLC or C3 Capital Partners, L.P. and C3 Capital Partners II, L.P.; and -- grant postpetition liens and replacement security interests liens as adequate protection to the lenders' interests in the Debtors' use of cash collateral. The Court will conduct a further hearing on the motion on July 27, 2009, at 10:30 a.m. at Courtroom 1406, U.S. Courthouse at 51 SW 1st Ave., Miami Florida. C3 Capital asserts an interest in cash collateral pursuant to a security agreement between C3 Capital and the Debtor. C3 Capital provided $500,000 loan the Debtor. Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc.- Forensic Vehicle Division and Phoenix IVS Division develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D. Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. PROBULK INC: Maritime Insurers Can't Cancel Coverage ---------------------------------------------------- WestLaw reports that the termination, by foreign insurers, of the insurance of corporate Chapter 7 debtors due to an insolvency event would have an immediate, substantial, direct, and foreseeable impact on the United States debtors that the Bankruptcy Code's automatic stay and anti-forfeiture provisions were designed to prevent, and would also subvert the interest of the United States in administering the bankruptcy proceedings of domestic corporations in one forum. Therefore, the interim trustee made a prima facie case that the bankruptcy court had personal jurisdiction over the insurers that provided the debtors with world-wide protection and indemnity coverage in connection with the debtors' maritime operations for the purposes of the trustee's motion for preliminary injunction against the purported termination of the debtors' insurance. In re Probulk Inc., --- B.R. ----, 2009 WL 1943680 (Bankr. S.D.N.Y.). Salvatore LaMonica, Esq., serving as the Interim Chapter 7 Trustee of the estates of Probulk Inc., and 72 related debtors (Bankr. S.D.N.Y. Case No. 09-14014) which owned, operated, or managed one or more ocean-going reefers, dry bulk ships, tankers, containers, or freezer vessels, sued North of England Protecting and Indemnity Association Limited and UK P & I Club d/b/a United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited and The United Kingdom Mutual Steam Ship Assurance Association (Europe) Limited (Bankr. Adv. Pro. No. 09-01315), to prevent the insurers that provided coverage for the debtors' vessels from canceling outstanding insurance or, to the extent necessary, to require the insurers to restore coverage that existed prior to the debtors' bankruptcy filings. The Honorable Alan L. Gropper granted the preliminary injunction requested by the Trustee. PROLIANCE INT'L: Gets Interim Approval to Use Operating Revenues ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Proliance International Inc. and its debtor-affiliates to use operating revenues to pay payroll, suppliers, and utility expenses, as they seek to complete the sale of their assets. The Debtors' operating revenues have been pledged as collateral under a certain credit and guaranty agreement dated July 19, 2007, entered between the Debtors and Silver Point Finance LLC. The credit agreement provides for a $100 million facility consists of: i) a $50 million term loan; ii) a $25 million revolver A that included a $7.5 million subfacility for the issuance of letters of credit; and iii) a $25 million revolver B. The term loan has a five-year term and all amounts outstanding are due on July 12, 2012. As adequate protection, the prepetition lender will receive first priority replacement liens on all property of the Debtors. A hearing is set for July 21, 2009, at 3:00 p.m., to consider final approval of the Debtors' request. Based in New Haven Connecticut, Proliance International, Inc. -- http://www.pliii.com/-- aka Godan makes automobile parts. The Company and its affiliates filed for Chapter 11 on July 2, 2009 (Bankr. D. Del. Lead Case No. 09-12278). Christopher M. Samis, Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger PA, represent the Debtors in their restructuring efforts. The Debtors' financial condition as of June 22, 2009, showed total assets of $160.3 million and total debts of $133.5 million. PROLIANCE INT'L: Wants Centrum as Lead Bidder for All Assets Sale ----------------------------------------------------------------- Proliance International Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve bidding procedures that will govern the sale of substantially all of their assets. The Debtors tell the Court that, given their present liquidity situation and continuing deterioration of their business, an expeditious sale of their assets is the best option available for them to maximize the value of their assets. The Debtors and Centrum Equities XV LLC have entered into a purchase asset agreement dated July 2, 2009. The purchase agreement provides Centrum Equities will pay: i) $500,000 upon execution of the agreement and an additional $1.5 million within three business days of such execution to an escrow agent; and ii) $19.5 million in cash upon closing to the sellers, subject to a working capital adjustment under the sale deal. The sale to Centrum is subject to higher and better offers at an auction. If the Debtors consummate the sale to another party, Centrum Equities will get $900,000 break-up fee pls $275,000 expense reimbursement. In order to participate in the auction, bidder must deliver a good faith deposit equal to 10% of the purchase price. The Debtors have not set definite dates for the bid deadline, auction and sale hearing. Based in New Haven Connecticut, Proliance International, Inc. -- http://www.pliii.com/-- aka Godan makes automobile parts. The Company and its affiliates filed for Chapter 11 on July 2, 2009 (Bankr. D. Del. Lead Case No. 09-12278). Christopher M. Samis, Esq. and Daniel J. DeFranceschi, Esq. at Richards, Layton & Finger PA, represent the Debtors in their restructuring efforts. The Debtors' financial condition as of June 22, 2009, showed total assets of $160.3 million and total debts of $133.5 million. PROPEX INC: PwC to Prepare Tax Returns for 2008 and 2009 -------------------------------------------------------- Propex Inc. and its affiliates seek the U.S. Bankruptcy Court for the Eastern District of Tennessee's permission to amend the scope of PricewaterhouseCoopers LLP's services to include services regarding the preparation of federal and state income tax returns for 2008 and for 2009 through the 2009 tax year ending April 24, 2004. PwC will perform the contemplated services pursuant to a letter agreement dated as of June 29, 2009. Under the Letter Agreement, PwC will be paid a modified fixed fee structure premised on its standard hourly rates, with a minimum total fee of $135,000 and a maximum total fee of $150,000. The Debtors paid PwC a retainer, totaling $150,000, on April 23, 2009. A full-text copy of the Letter Agreement is available at no charge at http://bankrupt.com/misc/Propex_PWCJune29Letter.pdf About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex Inc., and its affiliates delivered to the Court a Joint Plan of Reorganization and Disclosure Statement on October 29, 2008. As of June 29, 2008, the Debtors' balance sheet showed total assets of USUS$562,700,000, and total debts of USUS$551,700,000. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROVIDENT ROYALTIES: Committee Requests for Independent Trustee --------------------------------------------------------------- The official committee of unsecured creditors of Provident Royalties LLC, LLC, et al., asks the U.S. Bankruptcy Court for the Northern District of Texas to appoint an independent trustee in the Debtors' Chapter 11 cases. As reported in the Troubled Company Reporter on July 14, 2009, the United States District Court for the Northern District of Texas appointed Dennis L. Roossien, Jr., as receiver for Provident Royalties, LLC, and its affiliates. The District Court vested the Receiver with powers to take possession of the Debtors' property, administer the Debtors' estates, and to investigate and prosecute claims. Attorneys at Gardere Wynne Sewell, LLP, the proposed counsel to the Committee, says that the Receiver will clearly exercise this broad array of powers under the District Court Order for the benefit of the Debtors' allegedly defrauded investors, to the detriment of the remaining creditors. In contrast, a trustee must act in the best interests of all creditors. Gardere Wynne futher states that the District Court Order not only usurps the Bankruptcy Court's exclusive jurisdiction over the assets of the Debtors but also creates a conflict of interest by placing the Receiver in the "untenable position of having to protect the interests of two distinct groups seeking recovery from the same pool of assets." 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. Patton Boggs LLP represents the Debtors as their bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company listed between $100 million and $500 million each in assets and debts. PROVIDENT ROYALTIES: U.S. Trustee Forms 9-Member Creditors Panel ---------------------------------------------------------------- The United States Trustee for the Northern District of Texas appointed nine members to the Official Committee of Unsecured Creditors in the bankruptcy cases of Provident Royalties, LLC. The Committee members are: -- Foxborough Energy Company, LLC; -- Baker Hughes Oilfield Operations, Inc.; -- Schlumberger Technology Corporation; -- CGZ, LLC (d/b/a Adair Land & Leasing); -- Newfield Exploration Mid-Continent, Inc.; -- Penny Enterprises, Inc.; -- Rick Barrett; -- PFM, LLC; and -- Circle C Energy, LLC 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. Patton Boggs LLP represents the Debtors as their bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company estimated assets and debts of $100 million to $500 million. Judge Sam A. Lindsey of the United States District Court for the Northern District of Texas has appointed Dennis L. Roossien, Jr., as receiver for Provident Royalties and its affiliates. The United States Securities and Exchange Commission sought appointment of the receiver. The SEC filed a complaint on July 2, 2009, and obtained an emergency asset freeze against Provident Royalties for allegedly running a $485 million Ponzi scheme. PROVIDENT ROYALTIES: New List of 20 Largest Unsecured Creditors --------------------------------------------------------------- Provident Royalties LLC and its affiliated debtors have filed with the U.S. Bankruptcy Court for the Northern District of Texas an amended consolidated list of their 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Devon Energy Production Co. LP trade debt $2,029,933 20 N. Broadway Oklahoma City, OK 73102 Tel: (405) 228-2413 Fax: (405) 552-1436 Adair Land & Leasing trade debt $1,087,304 200 E. 10th Street Plaza Edmond, OK 73034 Tel: (405) 285-2596 Fax: (405) 330-4872 Questar Exploration & Western trade debt $1,052,227 Midcontinent Division Production Co. 180 E. 100 S. Salt Lake City, UT 84139 Tel: (801) 324-2768 Fax: (801) 324-2790 BP America Production Company trade debt $647,051 Cornerstone E&P Co. LP trade debt $586,796 Newfield Exploration trade debt $542,704 Midcontinent Inc. Antero Resources Corp. trade debt $476,593 Hamm & Phillips Services Co. trade debt $404,797 Inc. XTO Energy Inc. trade debt $260,772 Champion Drilling Fluids Inc. trade debt $235,787 Cimmaron Field Services Inc. trade debt $193,254 Western Oil & Gas trade debt $168,386 Andarko Consultants Inc. trade debt $136,319 Halliburton Energy Serv. Inc. trade debt $121,946 Baker Hughes trade debt $121,394 Avatar Energy LLC trade debt $117,404 Longfellow Energy LP trade debt $104,343 Circle C Energy LLC trade debt $104,270 Sierra Engineering trade debt $84,844 Terra Renewal trade debt $80,452 The list was prepared with information existing as of June 22, 2009. 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. Patton Boggs LLP represents the Debtors as their bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company estimated assets and debts of $100 million to $500 million. PROVIDENT ROYALTIES: U.S. Trustee Appoints 9-Member Panel --------------------------------------------------------- William T. Neary, United States Trustee for Region 6, appointed nine creditors to serve on the official committee of unsecured creditors in Provident Royalties, LLC, and its debtor-affiliates' jointly administered Chapter 11 cases. The Creditors Committee members are: a) Robert S. May, Chairman Email: bobmay@rsinvestments.com Foxborough Energy Company, LLC 6501 Broadway Extension, Suite 220 Oklahoma City, OK 73116 Tel: (405) 286-3526 Fax: (405) 607-8375 b) Susan Wooley Email: susan.wooley@bakerhughes.com Baker Hughes Oilfield Operations, Inc. 2929 Allen Parkway, Suite 2100 Houston, TX 77019 Tel: (713) 439-8774 Fax: (281) 582-4031 c) Mickey Stephenson Schlumberger Technology Corporation 14131 Midway Road, Suite 700 Addison, TX 75001 Tel: (972) 789-7779 Fax: (972) 980-2208 d) Duane Adair Email: duane@adairlandandleasing.com CGZ, LLC d/b/a Adair Land & Leasing P.O. Box 685 200 E. 10th Street Plaza Edmond, OK 73034 Tel: (405) 340-7261 Fax: (405) 330-4872 e) Darrell Jones drjones@newfield.com Newfield Exploration Mid-Continent, Inc. 363 N. Sam Houston Parkway East #2020 Houston, TX 77060 Tel: (281) 668-2673 f) Shaun Penny penny.shaun@gmail.com Penny Enterprises, Inc. 18147 Copper River Drive College Station, TX 77845 Tel: (979) 229-2748 Fax: (979) 690-9927 g) Rick Barrett championmyd@sbcglobal.net P.O. Box 94817 Oklahoma City, OK 73143 Tel: (405) 321-1365 Fax: (405) 321-3154 h) Robert D. Portman bportman@pfmland.com PFM, LLC 5959 W. Loop S, Suite 202 Bellaire, TX 77401 Tel: (713) 839-9010 Fax: (713) 839-0952 i) John Childs jchilds@circlecenergy.com Circle C Energy, LLC 837 Norton Drive Mesquite, TX 75149 Tel: (979)733-8663 Fax: (979) 733-8663 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. 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. Patton Boggs LLP represents the Debtors as their bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. The Company listed between $100 million and $500 million each in assets and debts. R & B TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: R & B Transportation, LLC. 3701 Commercial Ave. NE Albuquerque, NM 87107 Bankruptcy Case No.: 09-13046 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: Mark B. McFeeley Debtor's Counsel: Bonnie Bassan Gandarilla, Esq. Moore, Berkson & Gandarilla, P.C. PO Box 7459 Albuquerque, NM 87194 Tel: (505) 242-1218 Fax: (505) 242-2836 Email: mbglaw@swcp.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/nmb09-13046.pdf The petition was signed by Richard Martinez, managing member of the Company. RATHGIBSON INC: Court Grants Approval of $65 Million Loan --------------------------------------------------------- According to Bloomberg News, RathGibson Inc. won court approval to borrow as much as $65 million to help fund operations as it restructures. Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware granted interim approval of the loan being provided by affiliates of Wayzata Investment Partners LLC, Eaton Vance Corp., and BlackRock Inc. RathGibson will seek final approval to borrow a total of $80 million at an Aug. 11 hearing. According to Bloomberg, the Company said that without the loan, it would be "unable to fund their operations and their reorganization effort will fail before it begins." The DIP financing will provide customer, vendors and employees "the level of confidence necessary to continue operating." RathGibson filed a proposed plan of reorganization that provides for holders of allowed general unsecured creditors to be unimpaired and paid in full on undisputed amounts owed prior to the bankruptcy filing. The plan has the unanimous support of the Company's prepetition secured lender, Boards of Directors, and the management leadership of the Company, as well as certain key noteholders. The plan, if consummated, will result in significantly reducing the Company's debt burden. The Chapter 11 filing marks an important step in RathGibson's ongoing efforts to position the Company for long-term success. Based in Lincolnshire, Illinois, RathGibson -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. The petition says that Rathgibson has assets and debts of $100 million to $500 million. RATHGIBSON INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered the ratings on RathGibson Inc. to 'D' from 'CC' as a result of the company's filing for Chapter 11 bankruptcy protection. S&P also lowered the senior unsecured rating to 'D' from 'C'. The ratings on RathGibson, a manufacturer of stainless steel and alloy-welded tubular products owned by DLJ Merchant Banking Partners, reflect the company's filing for Chapter 11 protection on July 13, 2009. "The company is seeking an $80 million debtor-in-possession financing facility," said Standard & Poor's credit analyst Sarah Wyeth. "Pending further information from the bankruptcy proceedings, the recovery ratings remain unchanged," she continued. RATHGIBSON INC: Moody's Cuts Default Rating to D on Ch. 11 Filing ----------------------------------------------------------------- Moody's Investors Service downgraded the probability of default rating of RathGibson, Inc., to D from Ca. The downgrade follows the July 13, 2009 announcement that RathGibson and its domestic affiliates have begun reorganization proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Subsequent to the actions, all ratings will be withdrawn. This rating was changed: Lowered Probability of Default Rating to D from Ca These ratings will be withdrawn: * Corporate Family Rating, Ca * Senior Unsecured Note Rating, Ca (LGD 4, 65%) * Probability of Default Rating, D * Speculative Grade Liquidity Rating, SGL-4 The prior rating action was on June 23, 2009, when the corporate family rating of RathGibson was downgraded to Ca from Caa2. RathGibson'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 RathGibson's core industry and RathGibson's ratings are believed to be comparable to those of other issuers of similar credit risk. RathGibson is a manufacturer of highly engineered premium stainless steel and alloy welded and seamless tubular products. The company is headquartered in Lincolnshire, Illinois and has operations in Janesville, WI; North Branch, NJ; Clarksville, AK; and Marrero, LA. During the twelve-month period ending April 30, 2009, RathGibson had approximately $292 million of revenues. RATHGIBSON INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RathGibson, Inc. aka Mid-South Control Line, Inc. aka Gibson Tube, Inc. aka Rath Manufacturing Co., Inc. 2505 Foster Avenue Janesville, WI 53547 Case No.: 09-12452 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Greenville Tube Company 09-12453 RG Tube Holdings LLC 09-12454 RGCH Holdings Corp 09-12455 Type of Business: Based in Lincolnshire, Illinois, RathGibson is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Delaware (Wilmington) Judge: Christopher S. Sontchi Debtor's Counsel: Matthew Barry Lunn, Esq. Young, Conaway, Stargatt & Taylor The Brandywine Building, 17th Floor 1000 West Street P.O. Box 391 Wilmington, DE 19899 Tel: (302) -571-6600 Email: bankfilings@ycst.com Robert S. Brady, Esq. Young, Conaway, Stargatt & Taylor The Brandywine Bldg. 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: bankfilings@ycst.com Debtors' Co-Counsel: Willkie Farr & Gallagher LLP Debtors' Financial Advisors: Jefferies & Company Inc. Mesirow Financial Consulting LLC Debtors' Special Corporate Counsel: Kelley Drye & Warren LLP Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Jon M. Smith, the Company's chief financial officer. RathGibson Inc.'s List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York, Debt Securities $209.2 as Indenture Trustee million The Bank of New York 101 Barclay Street, 8W New York, NY 10007 Attn: Corporate Trust Administration Allegheny Ludlum Steel Co. Trade $492,390 100 River Road Brackenridge, PA 15014-1597 Huntington Alloys Corporation Trade $1,208,713 3200 Riverside Drive Huntington WV 25705 Harley Kaplan Severance $501,923 1310 Fiore Drive Lake Forest, IL 60045 Krupp VDM Technologies Trade $283,624 306 Columbia Turnpike Florham Park, NJ 07932 Air Products And Chemicals Trade $176,376 Dave Pudelsky Severance $172,386 Barry Nuss Severance $170,042 Alliant Energy Utility $111,465 England Logistics $92,000 Matt Bernstein Severance $87,690 Rock County Treasurer Tax $77,478 Sonoco Products Co. Baker Trade $63,896 Handy & Harman Tube Co. Inc. Trade $53,150 Hayes Industries Inc. Trade $48,578 Magnetic Analysis Corp. Trade $45,765 Timber Creek Resource LLC Trade $42,562 Felker Brothers Corp. Trade $39,052 Janesville Water & Utility $38,201 Wastewater Utilities AMP Electric Inc. Trade $32,000 RESORT INVESTMENTS OF HILTON: Voluntary Chapter 11 Case Summary --------------------------------------------------------------- Debtor: Resort Investments of Hilton Head LLC aka Resort Investments LLC P.O. Box 7167 Hilton Head Island, SC 29938 Bankruptcy Case No.: 09-05160 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Chief Judge John E. Waites Debtor's Counsel: Michael W. Mogil, Esq. 303 Professional Building Hilton Head Island, SC 29928 Tel: (843) 785-8110 Fax: (843) 785-9676 Email: mwmogil@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Nick D. Inman, manager of the Company. RITE AID: S&P Changes Outlook to Stable; Affirms 'B-' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its outlook on Rite Aid Corp. to stable from negative. S&P also affirmed the ratings on Rite Aid, including the 'B-' corporate credit rating. "The rating action follows Rite Aid's successful refinancing of the bulk of its 2010 debt maturities, including a new $1.0 billion asset-based revolving credit facility, thereby improving its liquidity position and enhancing financial flexibility," said Standard & Poor's credit analyst Ana Lai. "Further, Rite Aid's operating performance remains adequate and S&P expects cash flow generation to improve due to operating initiatives to reduce inventory and capital spending cuts, resulting in good levels of positive free cash flow." The ratings reflect the challenges Harrisburg, Pennsylvania-based Rite Aid Corp. faces in improving both the operating performance of the 1,800 acquired Eckerd stores and overall operations amid intense industry competition. They also reflect the company's significant debt burden and thin cash flow protection. Progress in turning around the operating performance at the acquired Eckerd stores has been slower than expected. In addition, a weakening U.S. economy is dampening demand for prescriptions and front-end merchandise at the core Rite Aid stores. Still, Rite Aid's operating performance remains adequate. Comparable store sales increased 0.6% in the quarter ended May 30, 2009. Pharmacy comparables increased 1.6% while front-end comparables decreased 1.6% in the quarter. Rite Aid reported first-quarter results that were in line with Standard & Poor's expectations. EBITDA remained stable at about $220 million as of May 29, 2009, compared with almost the same amount last year. Free cash flow improved to $315 million from negative $252 million as Rite Aid reduced inventory purchases and cut capital spending. The outlook is stable and reflects Standard & Poor's expectation that liquidity remains adequate following the refinancing of the bulk of debt maturities and improved cash flow generation. Although operating performance has stabilized, the effects of the weakening U.S. economy and intense competition could pressure performance at its core stores and make it more difficult to improve performance at acquired stores. S&P could revise the outlook to negative or lower the ratings if cash flow generation weakens due to underperformance and credit metrics to deteriorate such that EBITDA interest coverage approaches 1.2x. This could result from sales growth slowing to 1% in 2009 and a margin decline of 100-150 basis points. Liquidity will also be a key factor in considering a downgrade. Given Rite Aid's onerous capital structure, the inability to refinance the account receivable securitization maturing in 2010, could result in a lower rating. Although not likely in the near term, S&P would consider revising the outlook to positive if the company is successful at turning around the Eckerd stores' performance, thereby increasing profitability and cash flow, with credit metrics strengthening such that leverage falls to less than 7.0x. RIVERFRONT VENTURES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Riverfront Ventures, LLC a Delaware limited liability company 113 N. San Vicente Blvd., Third Floor Beverly Hills, CA 90211 Case No.: 09-27898 Chapter 11 Petition Date: July 13, 2009 Debtor-affiliates that filed separate Chapter 11 petitions June 1, 2009: Entity Case No. ------ -------- David Schwartzman 09-16565 San Feliciano Holding Company, LLC 09-16563 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Victor A. Sahn, Esq. 333 S Hope St, 35th Fl Los Angeles, CA 90071-1406 Tel: (213) 626-2311 Fax: (213) 629-4520 Email: vsahn@sulmeyerlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Brad Woomer. Riverfront Ventures' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ David Schwartzaman Guaranty of Debt $5,000,0000 113 N. San Vicente Blvd., 3rd Floor Beverly Hills, CA 90211 Ziegler Family Trust Guaranty of Debt $1,250,000 15760 Ventura Blvd. Ste. 801 Encino, CA 91436 Fresno County Tax Collector Real Property Taxes $108,496 (0.00 secured) Ingles-Braun & Associates Civil Engineering $76,235 Browning Contractors Sewer and Water $26,831 Contractor Fran Doos Consulting Services $14,000 Peters Engineering Group Traffic Study $9,600 Harbour & Associates Civil Engineering $5,868 Reznick Group Accounting Services $3,950 Tommy's Water Truck Grading Services $3,640 DMB Ventrues, LLC Cost Advanced $3,000 Safety Newtork, Inc. Construction Signage $2,286 United Site Services Construction Services $587 Sagaser, Jones & Helsley Legal Services $518 VRPA Technologies, Inc. Construction Services $500 City of Fresno Weed Abatement $465 Code of Enforcement CSC Corporation Supplies $366 Constar Supply Site Security $51 Central Pacific Bank Underdeveloped Real $18,152,845 220 South King Street Property located in (Unknown Honolulu, HI 96813 Fresno, California secured) East West Bank Underdeveloped Real $1,409,648 135 N. Los Robles Ave., Property located in (Unknown 2nd Floor Fresno, California secured) Pasadena, CA 91101 ($18,152,845 senior lien) RENAISSANCE PHYSICAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Renaissance Physical Therapy, LLC 30200 Schoenherr Road Warren, MI 48088 Bankruptcy Case No.: 09-61702 Chapter 11 Petition Date: July 13, 2009 Debtor-affiliates that filed separate Chapter 11 petition January 31, 2009: Entity Case No. ------ -------- Rahat Malik 09-42577 Debtor-affiliate that filed separate Chapter 11 petition September 11, 2008: Entity Case No. ------ -------- Jack Rytel 08-62147 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 Email: bbassel@gmail.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 Jack Rytel-Kuc, principal of the Company. RIGHT OF WAY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Right of Way Maintenance Equipment Company dba ROWMEC 11443 Old Hwy 105 E. Conroe, TX 77303 Bankruptcy Case No.: 09-35037 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Debtor's Counsel: Leonard H. Simon, Esq. Pendergraft & Simon L.L.P. 2777 Allen Parkway, Suite 800 Houston, TX 77019 Tel: (713) 737-8207 Fax: (832) 202-2810 Email: lsimon@pendergraftsimon.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/txsb09-35037.pdf The petition was signed by John P. O'Hagan Sr., president of the Company. RONALD GILBERT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Ronald Clayton Gilbert, Sr. 1005 2nd Avenue North Clanton, AL 35045 Bankruptcy Case No.: 09-31845 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Debtor's Counsel: Michael A Fritz Sr., Esq. Fritz & Hughes, LLC 7020 Fain Park Drive, Suite 1 Montgomery, AL 36117 Tel: (334) 215-4422 Fax: (334) 215-4424 Email: bankruptcy@fritzandhughes.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 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/almb09-31845.pdf The petition was signed by Mr. Gilbert. SANITARY AND IMPROVEMENT: Chapter 9 Case Summary & Creditors List ----------------------------------------------------------------- Debtor: Sanitary and Improvement District No. 251 of Sarpy County aka SID #251 11440 W Center RD Omaha, NE 68144 Bankruptcy Case No.: 09-81825 Chapter 9 Petition Date: July 13, 2009 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Brian C. Doyle, Esq. Fullenkamp Doyle & Jobeun 11440 West Center Road Omaha, NE 68144 Tel: (402) 334-0700 Fax: (402) 334-0815 Email: brian@fdjlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Chad LaMontagne. Debtor's List of 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Bank & Tr Cozad; Warrant $610,049 Box 7; Cozad, NE 69130 Daniel T. Scully Warrant $604,367 9601 Firethorn Lincoln, NE 68520 Curtis State Bank Warrant $397,838 Attn: John Wilkinson 301 Center Ave Box 45 Curtis, NE 69025 Daniel J. Hirschfeld Warrant $361,546 3606 Fourth Ave Kearney NE 68845 Security First Bank Warrant $337,271 Rapid City SD 1540 Samco Rd. Suite B Rapid City, SD 57702 Robert M. Urwiller Tr Warrant $292,274 16151 West Eagle Ridge Dr Surprise AZ 85374 James C. Cripe Warrant $238,116 11730 Farnam Street Omaha, NE 68154 David Bailis & Lea Bailis Warrant $223,832 Censtat Financial Inc. Warrant $201,351 John C. Gerard Warrant $187,888 Marvin F. Oberg & Warrant $179,736 Louisa N. Oberg First Westroads Bank Warrant $156,678 Security National Bank Omaha Warrant $130,000 Robert J. Huck Warrant $128,465 First National Bk Warrant $126,819 Lengemann & Associates PC Warrant $109,154 Estate of Roger D Anderson Warrant $100,000 Daniel R. Ripa Warrant $100,000 J John Miller & Warrant $100,000 Karen K. Miller First National Bank Warrant $100,000 James K. Grabouski Warrant $100,000 SHERMAG INC: Secures Extension of CCAA Stay Order ------------------------------------------------- Shermag Inc. has obtained an order from the Quebec Superior Court to extend to July 24, 2009, the period of the Court-ordered stay of proceedings against Shermag and its subsidiaries, Jaymar Furniture Corp., Scierie Montauban Inc., Megabois(1989) Inc., Shermag Corporation, and Jaymar Sale Corporation under the Companies' Creditors Arrangement Act. The purpose of the stay of proceedings is to provide the Company with an opportunity to develop a plan of arrangement to propose to its creditors. According to the timetable of the public tender process launched on June 4, 2009, the Company will have to come back before this Court on July 24, 2009, so as to obtain its approval of the various offers accepted. RSM Richter Inc., the court appointed Monitor for the CCAA proceedings, is managing the tender process. About Shermag Inc. Headquartered in Sherbrooke, Quebec, Shermag Inc. (TSX: SMG) -- http://www.shermag.com/eng/shermag.html-- designs, produces, markets and distributes residential furniture. The Company has about 710 employees. The Company filed for Chapter 15 bankruptcy protection on December 10, 2008 (Bankr. M.D. N.C. Case No. 08- 12015). Christine L. Myatt, Esq., who has an office at Greensboro, North Carolina, is the Company's counsel. SONORAN ENERGY: To Auction Off Assets; No Stalking Horse Bid Yet ---------------------------------------------------------------- Sonoran Energy, Inc., is seeking permission from the U.S. Bankruptcy Court for the Northern District of Texas to sell substantially all of its assets, pursuant to Sec. 363 of the Bankruptcy Code, free and clear of liens and encumbrances. Sonoran also wants the Court to approve competitive bidding procedures to flush out higher and better bids for the assets. The Debtor will appear before Judge Harlin DeWayne Hale on July 17 to seek approval of the bidding procedures. At this point, the Debtor has no proposed stalking horse bidder. Sonoran says its chief restructuring officer had ongoing talks with at least eight potential bidders. Sonoran says no party to date has indicated a willingness to serve as investor for a Chapter 11 plan and it does not appear that a standalone plan of reorganization is a feasible option. The Debtor owns oil and gas operations in Texas and Louisiana. Innovative Energy Services, Inc., an interested party to the case, filed a joinder in support of the request. Sonoran has set this timeline: July 22 -- notice of potential assumption and assignment of contracts and leases August 3 -- determination of qualified bidders August 5 -- submission of initial bids August 6 -- filing of sale objections August 7 -- auction Sonoran seeks to obtain approval of bid procedures by July 20. It intends to hold a sale hearing during the week of August 10 and expects to close the sale within 15 days after that hearing. At the July 17 hearing, the Court will also consider a request by the United States Trustee to appoint a Chapter 11 trustee to oversee the Debtor's estate pursuant to Sec. 1104(a) of the Bankruptcy Code. Sonoran has objected to the trustee request, citing it has already hired outside management. Sonoran also said budget is tight and any additional professionals employed in the case would cause its budget to be exceeded. Sonoran is also seeking Court authority to hire Realization Advisors, Inc., to perform restructuring services and designate Michael L. Kayman as its Chief Restructuring Officer nunc pro tunc to the Petition Date. Sonoran says Mr. Kayman is an experienced fiduciary "who is pursuing a time sensitive path to maximize the value of this estate." On Friday, the Court will also consider Sonoran's request to employ Margaret Hall, Esq., Robert E. Richards, Esq., and Robert Erich Richards, Esq., at Sonnenschein Nath & Rosenthal LLP as bankruptcy counsel. On June 25, the Court authorized the Debtors to access, on an interim basis, cash securing repayment of loan with Standard Bank plc as collateral agent. The agent agreed to the Debtor's use of cash collateral. Sonoran has outstanding loan obligations to Standard Bank and Nordkap Bank A.G. of more than $12 million in the aggregate. In exchange for agreeing to the Debtor's use of its collateral, Standard Bank required the Debtor to enter into an agreement or a combination of agreements that alone or in combination provide for the sale of substantially all of the Debtor's assets on or before August 7, 2009; and obtain an order authorizing and approving the Debtor's entry into one or more agreements and the sale of substantially all of the Debtor's assets by August 14. The Court will also hold a final hearing on the Debtor's cash collateral motion on Friday. Standard Bank and other Prepetition Secured Parties are represented byDan B. Prieto, Esq., and Richard H. Engman, Esq., at Jones Day. No Official Committee of Unsecured Creditors has been formed in the Debtor's case. About Sonoran Energy, Inc 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. SOUTHERN HOME BUILDERS: Has Until July 27 to File Schedules ----------------------------------------------------------- The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee extended until July 27, 2009, Southern Home Builders, LLC's time to file its schedules and statement of financial affairs. Murfreesboro, Tennessee-based Southern Home Builders, LLC, filed for Chapter 11 on June 30, 2009 (Bankr. M. D. Tenn. Case No. 09- 07295) Elliott Warner Jones, Esq., at Drescher & Sharp PC represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. SOUTHERN HOME BUILDERS: Section 341(a) Meeting Slated for July 29 ----------------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of creditors in Southern Home Builders, LLC's Chapter 11 case on July 29, 2009, at 2:00 p.m. The meeting will be held at the Customs House, 701 Broadway, Room 100, Nashville, Tennessee. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Murfreesboro, Tennessee-based Southern Home Builders, LLC, filed for Chapter 11 on June 30, 2009 (Bankr. M.D. Tenn. Case No. 09- 07295). Elliott Warner Jones at Drescher & Sharp PC represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. STANDARD MOTOR: Issues $5.4 Million Promissory Note to D&Os ----------------------------------------------------------- Standard Motor Products, Inc., on July 10, 2009, entered into a Note Purchase Agreement with certain directors and executive officers of the Company and the trustees of the Company's Supplemental Executive Retirement Plan. The Company issued to the Purchasers unsecured subordinated promissory notes bearing interest at the rate of 15% per annum and maturing on April 15, 2011, in the aggregate principal amount of $5.4 million. The Company may prepay all or any portion of the promissory notes, without penalty, at any time or from time to time prior to the maturity date, subject to borrowing availability thresholds contained in the Company's revolving credit facility. Proceeds of the promissory notes will be used to repay a portion of the remaining balance of the Company's 6-3/4% Convertible Subordinated Debentures at maturity on July 15, 2009. Loan Amendments On June 26, 2009, the Company and certain of its wholly owned subsidiaries entered into an amendment of its Second Amended and Restated Credit Agreement dated as of March 20, 2007, as further amended, with General Electric Capital Corporation, as agent, and a syndicate of lenders for a secured revolving credit facility. The amendment provides for, among other things: -- The consent of the lenders to repay at maturity with funds from the Company's credit facility (a) the outstanding balance of approximately $32.1 million (plus interest) of the Company's 6.75% convertible subordinated debentures due July 15, 2009, (b) the outstanding balance of approximately $12.3 million (plus interest) of the Company's 15% convertible subordinated debentures due April 15, 2011, and (c) the Company's 15% unsecured promissory notes which the Company intends to issue approximately $5.0 - $5.4 million in the aggregate principal amount to certain directors and executive officers and the trustees of the Company's Supplemental Executive Retirement Plan in July 2009, which promissory notes will mature on April 15, 2011, subject to borrowing availability thresholds. -- The consent of the lenders to refinance, repurchase or redeem the Company's 15% convertible subordinated debentures and the Company's 15% unsecured promissory notes prior to the maturity date thereof with advances from the Company's credit facility, subject to borrowing availability thresholds. -- On the effective date of the amendment, the interest rates applicable to the Company's outstanding borrowings under the credit facility will increase, such that the margin added to the index rate will increase to between 2.25% - 2.75% and the margin added to the LIBOR rate will increase to between 3.75% - 4.25%, in each case depending upon the level of excess formula availability as defined in the Credit Agreement. As of the effective date of the amendment, the margin added to the index rate will be 2.50% and the margin added to the LIBOR rate will be 4.00%. -- The decrease in the amount of the aggregate amount of the credit facility from $263 million to $190 million. -- A one year extension of the maturity date of the Credit Agreement to March 20, 2013. -- Effective on the date of the repayment at maturity of the Company's 6.75% convertible subordinated debentures, the Company shall maintain minimum borrowing availability of at least $10 million. On June 26, the Company also amended its credit agreement with GE Canada Finance Holding Company, for itself and as agent for the lenders. The amendment provides for, among other things: (a) a decrease in the amount of the term loan from $12 million to $10 million; (b) a one year extension of the maturity date of the Canadian credit agreement to March 20, 2013; and (c) an increase in the interest rates applicable to the Company's outstanding borrowings under the Canadian credit agreement to be in line with the increases set forth in the Company's U.S. revolving credit facility. The Company said it maintains ordinary banking relationships with General Electric Capital Corporation, certain of the other lenders and their respective affiliates. For these services, the parties have received, and may in the future receive, customary compensation and expense reimbursement. About Standard Motor Standard Motor Products, headquartered in Long Island City, New York, is a manufacturer and distributor of replacement parts for the automotive aftermarket industry. The company is organized into two principal divisions: (i) Engine Management (ignition and emission parts; ignition wires; battery cables; and fuel system parts) and (ii) Temperature Control (air conditioning compressors; other air conditioning parts; and heater parts). Standard Motor's annualized revenues currently approximate $775 million. * * * As reported by the Troubled Company Reporter on July 2, 2009, Moody's Investors Service upgraded Standard Motor Products' ratings, including its Corporate Family Rating to Caa1 from Caa2 and Probability of Default Rating to Caa2 from Caa3. The outlook remained negative. On June 23, the TCR said Standard & Poor's Ratings Services withdrew its 'CC' corporate credit rating and other debt ratings on Standard Motor Products at the company's request. There is a small amount of rated debt remaining after the recently completed exchange offer. STANFORD GROUP: CFO Davis Pleads "Not Guilty"; Released on Bail --------------------------------------------------------------- Laurel Brubaker Calkins and Andrew M. Harris at Bloomberg News report that Stanford International Bank Limited Chief Financial Officer James "Jim" Davis, accused of aiding SIBL founder Robert Allen Stanford, has pleaded not guilty to criminal charges against him in a U.S. Court. The report relates Mr. Davis was released by U.S. Magistrate Judge Calvin Botley on US$500,000 bond with a US$5,000 cash deposit, with his in-laws and son as co-signers. According to the report, David Finn, Mr. Davis' lawyer, said his client will change his plea to guilty at a hearing before U.S. District Judge David Hittner in Houston within the next two weeks. "We don't have an agreed sentence," the report quotes Mr. Finn as saying. "It's going to be completely the judge's call," Mr. Finn added. Bloomberg News relates Mr. Finn entered the plea on Mr. Davis' behalf, repeating his intention to change the plea after the government has time to notify victims, as required by federal law. Mr. Davis, the report points out, was charged with conspiracy to commit mail, wire and securities fraud, as well as mail fraud and conspiracy to obstruct a U.S. Securities and Exchange Commission investigation. "Mr. Davis plans to plead guilty to all three counts, which carry a combined statutory maximum sentence of thirty years, pursuant to a plea agreement with the United States," prosecutors said in a July 9 court filing obtained by the news agency. As reported in the Troubled Company Reporter-Latin America on April 14, 2009, citing Reuters, Mr. Finn said Mr. Davis was expected to enter plea negotiations with federal prosecutors. The report related Mr. Finn said his client has been cooperating with investigators and expects to enter into talks that could settle civil charges and any possible criminal charges. "As recently as [April 8], Mr. Davis traveled to meet with several agents of the FBI to locate and retrieve additional pieces of evidence that could be important to the government's case," Mr. Finn told Reuters in a telephone interview. A TCRLA report on March 25, citing The Wall Street Journal, related that Mr. Davis is cooperating with authorities in the investigation of an alleged multi-billion Ponzi scheme at Stanford Group. About Stanford International Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on February 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). STANFORD GROUP: Victims Sue Antigua & Barbuda Gov't for $8 Billion ------------------------------------------------------------------ Entities that invested with Robert Allen Stanford's Stanford International Bank Limited are seeking US$8 billion in damages in a lawsuit against the Antigua and Barbuda government. The suit claims the government helped Mr. Stanford engineer a multi-billion fraud scheme, Laurel Brubaker Calkins and Andrew M. Harris of Bloomberg News report. The report relates the investors -- three from the U.S., three from Latin America, and a trustee for a retirement plan -- filed their complaint before the U.S. Bankruptcy Court for the Southern District of Texas in Houston. According to Bloomberg News, the investors said the island government received money in exchange for helping the financier conceal the financial condition of SIBL. "Antigua is sovereign but not above the law," the investors said in their complaint obtained by Bloomberg. "It became a full partner in Stanford's fraud, and reaped enormous financial benefits from the scheme," they added. Bloomberg News says the investors seek class action or group status on behalf of all who were Stanford bank customers as February 16, 2009. "We're seeking to represent victims worldwide to recover losses from the government of Antigua, which has benefited tremendously from Mr. Stanford showering the island with money," plaintiffs' investors lawyer Gregory Blue told Bloomberg News in a phone interview. About Stanford International Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on February 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). STANFORD GROUP: Lawyer's Second Attempt for Client's Bail Denied ---------------------------------------------------------------- Defense lawyer Dick DeGuerin's second attempt to obtain bail for Robert Allen Stanford -- founder of Stanford International Bank Limited -- was not granted by United States Judge David Hittner, Caribbean360.com reports. The report relates U.S. Judge Hittner denied a motion filed by Mr. DeGuerin for a review of the order he made on June 30, revoking the US$500,000 bail given by U.S. Magistrate Judge Frances Stacy. Judge Hittner previously considered Mr. Stanford a flight risk and ruled that the defendant will remain in jail to await his August 25 trial. The report notes Mr. DeGuerin has appealed to the U.S. Court of Appeals in New Orleans in another attempt to secure his client's release. Mr. DeGuerin, as cited by the report, claimed in his appeal that the U.S. government had misrepresented key facts on Mr. Allen's ability and motive to flee. According to the report, Mr. DeGuerin said that in addition to the fact that his client, who has dual U.S. and Antiguan citizenship, has surrendered his three passports, he is now "penniless" as a result of the freeze on his assets. As reported in the Troubled Company Reporter-Latin America on June 30, Agence France-Presse News said Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money- laundering and obstruction of justice. About Stanford International Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on February 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). STANFORD GROUP: Owner Hopes Appeals Court Will Grant Bail --------------------------------------------------------- Robert Allen Stanford, founder of Stanford International Bank Limited, said he is hoping an appellate court will free him from the federal prison where he is currently housed, CaribWorldNews reports. According to the report, Mr. Stanford's defense lawyer, Dick DeGuerin, said he will take the case to the Fifth Circuit Court of Appeals after Judge David Hittner, without explanation, denied a request to reconsider his June 30 decision denying Mr. Stanford bail pending trial. According to the report, Mr. DeGueri suggested that Mr. Stanford's trial set on August 25 will need to be delayed, since it will take up to a year to prepare for it. Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management serves more than 70,000 clients in 140 countries. On February 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The U.S. Securities and Exchange Commission, on February 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. The criminal case is U.S. v. Stanford, H-09-342, U.S. District Court, Southern District of Texas (Houston). The civil case is SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District Court, Northern District of Texas (Dallas). STEEL-N-SQUARE: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Steel-N-Square, Inc. 490 Sibley Avenue Union Point, GA 30669 Bankruptcy Case No.: 09-31123 Chapter 11 Petition Date: July 13, 2009 Court: United States Bankruptcy Court Middle District of Georgia (Athens) Debtor's Counsel: Ernest V. Harris, Esq. P.O. Box 1586 Athens, GA 30603 Tel: (706) 613-1953 Fax: (706) 613-0053 Email: ehlaw@bellsouth.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/gamb09-31123.pdf The petition was signed by Hilda Westergren. SUN MICROSYSTEMS: Expects Wider Fiscal Fourth Quarter Loss ---------------------------------------------------------- Don Clark and Tess Stynes at The Wall Street Journal report that Sun Microsystems Inc. projected a wider fiscal-fourth-quarter loss and lower revenue than what Wall Street had been expecting. WSJ relates that while analysts had predicted a one-cent loss on revenue of $3.03 billion, Sun Microsystems projected a loss of six cents a share to 16 cents a share on revenue of $2.58 billion to $2.68 billion for the period ended June 30. WSJ notes that Sun Microsystems' results would continue a series of losses that contributed to the Company's decision to sell itself to Oracle Corp. According to WSJ, Sun Microsystems suffered more than competitors because many of its clients were concentrated in the financial-services sector. Oracle, says WSJ, reiterated that its acquisition of Sun Microsystems would bring at least 15 cents a share to its earnings, excluding items, in the first year after the deal closes. Headquartered in Santa Clara, California, Sun Microsystems Inc. (NASDAQ: JAVA) -- http://sun.com/-- provides network computing infrastructure product and service solutions worldwide. Sun Microsystems conducts business in 100 countries around the globe, including Brazil, Argentina, India, Hungary, United Kingdom, among others. * * * As reported by the Troubled Company Reporter on April 22, 2009, Moody's placed the Ba1 corporate family and probability of default ratings of Sun Microsystems, Inc., on review for possible upgrade following the company's announcement that it has entered into a definitive agreement to be purchased by Oracle for $9.50 per share or approximately $7.4 billion in cash ($5.6 billion net of the company's cash and debt). The transaction, which has been approved by Sun's board of directors, is expected to close this summer, subject to shareholder and regulatory approval as well as standard closing conditions. According to the TCR on April 22, 2009, Standard & Poor's Ratings Services said that it revised its CreditWatch listing, including that for its 'BB+' corporate credit rating, on Santa Clara, California-based Sun Microsystems Inc. to CreditWatch with positive implications from CreditWatch with developing implications. TEEBEEDEE INC: Shuts Down, Blames Business Model ------------------------------------------------ Tomio Geron at The Wall Street Journal blog, Venture Capital Dispatch, reports that TeeBeeDee Inc. has shut down. TeeBeeDee posted on its Web on July 5 that it would be closing within two weeks. VentureWire quoted TeeBeeDee CEO Robin Wolaner as saying, "The economy made fund-raising more difficult. But I'm convinced that if we had a different business model we'd be able to do fund- raising. We just didn't find a way to make this big enough to make it sustainable." Citing Mr. Wolaner, Venture Capital Dispatch states that TeeBeeDee at its peak was receiving less than 200,000 monthly unique visitors and nine million page views, but the site would need to be five to 10 times bigger than that to be sustainable. According to Venture Capital Dispatch, TeeBeeDee added a virtual goods system in recent months, but it wasn't enough to keep the Company going, and the site didn't reach the kind of growth that more general social networks like Facebook have seen. Venture Capital Dispatch relates that Mr. Wolaner is reviewing offers for TeeBeeDee's Web site and assets. TeeBeeDee Inc., a social network for people over age 40, started running in September 2007. It had raised $4.8 million in Series A funding from Shasta Ventures and Monitor Ventures. THOMAS KONIG: Proposes Michaelson Susi as Bankruptcy Counsel ------------------------------------------------------------ Thomas Konig asks the U.S. Bankruptcy Court for the Central District of California for authority to employ Michaelson Susi and Michaelson as counsel. MS&M will represent the Debtor in the Chapter 11 case Peter Susi, a member at MS&M, tells the Court that MS&M received a $75,000 prepetition retainer. The hourly rates of MS&M's personnel are: Mr. Susi $475 Franklyn S. Michaelson $475 Jon Gura $340 Legal Assistants $95 Mr. Susi assures the Court that MS&M is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Susi can be reached at: Michaelson Susi and Michaelson 7 W. Figueroa 2nd Floor Santa Barbara, CA 93101-3191 Tel: (805) 965-1011 Fax: (805) 965-7351 About Thomas Konig Santa Barbara, California-based Thomas Konig filed for Chapter 11 on July 1, 2009 (Bankr. C.D. Calif. Case No. 09-12617) Peter Susi, Esq. at Michaelson Susi and Michaelson represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. TRAVELPORT LLC: S&P Downgrades Corporate Credit Rating to 'SD' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its long- term corporate credit rating on travel distributor Travelport LLC (the indirect subsidiary of Travelport Ltd. and Travelport Holdings Ltd.) to 'SD' from 'B-'. S&P lowered ratings on the company's euro-denominated floating rate senior notes to 'D' from 'CCC+', and on the company's euro-denominated subordinated notes to 'D' from 'CCC', based on confidential information the company has made available to us regarding the purchase of its own debt, in accordance with S&P's criteria for distressed-debt redemptions. In addition, S&P lowered the ratings on the company's dollar- denominated senior notes to 'CCC-' from 'CCC+', and lowered the ratings on the company's dollar-denominated subordinated notes to 'CC' from 'CCC', based on Travelport Ltd.'s July 2, 2009 8K filing, which indicated the company (the indirect parent of Travelport LLC), its subsidiaries, affiliates, officers, directors, and controlling shareholders may, periodically, purchase its debt securities or loans in open market or privately negotiated transactions. If the company or its affiliates purchased its debt securities or loans in open market or privately negotiated transactions, this would likely meet S&P's criteria for a distressed-debt redemption. S&P is accordingly lowering these ratings, because S&P sees an increased likelihood of such transactions. S&P did not lower its issue-level rating on Travelport LLC's term loans because all prepayments must be completed on a pro-rata basis at par. S&P also lowered its issue-level rating on Travelport Holdings Ltd.'s PIK loan to 'D' from 'CCC'. S&P based this action on the additional purchase of this debt in a privately negotiated transaction after S&P's June 9, 2009 review that met S&P's criteria for a distressed-debt redemption. "We did not lower the corporate credit rating on Travelport Holdings Inc. (B-/Stable/--), as S&P had previously lowered it to 'SD' on June 5, 2009, and subsequently raised it to its current rating level on June 9, 2009, based on the earlier repurchase of its PIK loan that met S&P's criteria for a distressed-debt redemption," said Standard & Poor's credit analyst Betsy R. Snyder. "We expect to review the effect of the debt repurchases on Travelport LLC's financial profile in the next few days, and to subsequently raise the corporate credit rating on Travelport LLC back to 'B-' on the conclusion of S&P's review," she continued. UCBH HOLDINGS: Fitch Downgrades Issuer Default Ratings to 'CCC' --------------------------------------------------------------- Fitch Ratings has downgraded the long-term Issuer Default Ratings of UCBH Holdings, Inc. and its bank subsidiary, United Commercial Bank, to 'CCC'. The ratings have been removed from Rating Watch Negative, placed on April 24, 2009. The downgrade reflects the recent announcement by UCBH that the company will defer on its dividend payments for its hybrid obligations. This also includes deferral on the $298 million of preferred stock issued to the U.S. Treasury as part of the capital purchase program. While the holding company presently has sufficient cash resources to pay these dividends, Fitch believes that future dividend payments would have likely been restricted. Given the announced deferral of payments, the ratings of these securities have been downgraded to 'C'. Moreover, given UCBH's financial pressures, Fitch anticipates that the company will likely be subject to regulatory action, which would potentially weaken the parent company's financial profile further. Fitch has for some time been concerned with UCBH's capital position, given the company's current credit pressures. UCBH has experienced considerable credit deterioration to date and the company remains highly exposed to commercial real estate in problematic markets, which Fitch believes will incur higher loss rates in the future. UCBH is considering several capital raising initiatives to strengthen its capital position and to shore up the holding company's financial resources. To that end, UCBH remains in discussions with China Minsheng Bank regarding a third stage investment in the company, which could bring in some needed capital. Beyond the potential China Minsheng investment, the prospects for raising equity from external sources is considered low given UCBH's credit challenges. Fitch has assigned a Recovery Rating of 'RR6' to the preferred and trust preferred securities of UCBH. The 'RR6' implies recovery between 0%-10% on these issues should the issuer fail or default. The Recovery Rating of 'RR3' assigned to uninsured deposits implies a recovery between 51%-70%. UCBH is a $13 billion banking company headquartered in San Francisco, with domestic operations in Atlanta, Boston, Houston, New York City and Seattle and a growing presence in the greater China region. UCBH focuses on servicing the major Asian communities in the U.S. Fitch has downgraded these ratings: UCBH Holdings, Inc. -- Long-term IDR to 'CCC' from 'B+'; -- Short-term IDR to 'C' from 'B'; -- Preferred Stock to 'C/RR6' from 'CCC/RR6'; -- Individual to 'E' from 'D'. United Commercial Bank -- Long-term IDR to 'CCC' from 'BB-'; -- Short-term IDR to 'C' from 'B'; -- Long-term Deposits to 'B-/RR3' from 'BB'; -- Individual to 'E' from 'D'. UCBH Trust Co. UCBH Capital Trust I UCBH Capital Trust II UCBH Capital Trust III UCBH Capital Trust IV UCBH Capital Trust V UCBH Holdings Statutory Trust I UCBH Holdings Statutory Trust II -- Trust Preferred Securities to 'C/RR6' from 'CCC/RR6'. Fitch has affirmed these ratings: United Commercial Bank -- Short-term deposits at 'B'. UCBH Holdings, Inc. United Commercial Bank -- Support at '5'; -- Floor at 'NF'. UCBH HOLDINGS: Defers Payments on Trust Preferred Shares -------------------------------------------------------- UCBH Holdings, Inc. (NASDAQ: UCBH), the holding company of United Commercial Bank (UCBTM), says it will "strengthen and preserve capital, aggressively manage its loan portfolio and nonperforming assets, and improve core business performance" by (i) developing a comprehensive capital plan, including the engagement of a financial advisor, (ii) suspension and deferral of the cash dividends on common and preferred stocks, and (iii) deferral of interest payments on $281.5 million of trust preferred securities. By taking these actions, the Company expects to save approximately $46.2 million in annual cash payments and further strengthen its Tier 1 capital ratio by approximately 15 basis points. The Company has engaged an unidentified financial advisor as part of its comprehensive capital planning activities, and expects to take actions that will improve its tangible common equity in conjunction with the completion of the financial restatement and the subsequent issuance of current financial statements. About UCBH Holdings, Inc. UCBH Holdings, Inc., is the holding company for United Commercial Bank, a state-chartered commercial bank, which is a leading bank in the United States serving the Chinese communities and American companies doing business in Greater China. Together, the Bank and its subsidiaries, including United Commercial Bank (China) Limited, operate 51 California branches and offices located in the San Francisco Bay Area, Sacramento, Stockton, Los Angeles and Orange counties, nine branches in New York, five branches in metropolitan Atlanta, three branches in New England, two branches in the Pacific Northwest, a branch in Houston, branches in Hong Kong, Shanghai and Shantou, China, and representative offices in Beijing, Guangzhou and Shenzhen, China, and Taipei, Taiwan. UCB, with headquarters in San Francisco, provides commercial banking services to small- and medium-sized businesses and professionals in a variety of industries, as well as consumer and private client services to individuals. The Bank offers a full range of lending activities, including commercial real estate and construction loans, commercial credit facilities, international trade finance, asset-based financing, cash management, loans guaranteed by the U.S. Small Business Administration, commercial, multifamily and residential mortgages, home equity lines of credit, and online banking services for businesses and consumers. For additional information, visit the web site for United Commercial Bank at http://www.ibankUNITED.com/or the web site for UCBH Holdings, Inc. at http://www.ucbh.com/ ULTRA PURE PRODUCTS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Ultra Pure Products, Inc. dba Mountain Pure Water Systems 5225 Sunbury Street PO Box 589 Millerstown, PA 17062 Bankruptcy Case No.: 09-05371 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Debtor's Counsel: Lawrence G. Frank, Esq. Thomas, Long, Niesen and Kennard 212 Locust Street, Suite 500 Harrisburg, PA 17101 Tel: (717) 234-7455 Fax: (717) 236-8278 Email: lawrencefrank@earthlink.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Farley Ferguson, president of the Company. UNITED COMMERCIAL: Moody's Downgrades Bank Strength Rating to 'E+' ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of United Commercial Bank (bank financial strength rating to E+ from D-; deposits to B1 from Ba3). The short term ratings of the bank remain at Not Prime. The long-term ratings of the bank were also placed on review for possible further downgrade. United Commercial Bank is a subsidiary of UCBH Holdings, Inc., which is unrated. The downgrade reflects Moody's concerns about UCB's internal controls, and these concerns are heightened because UCB faces major asset quality challenges. UCB's previously disclosed weakness is in internal controls related to credit risk management. The continued lack of timeliness and completeness of UCB's financial statements also raise substantial concerns. UCB is in process of restating its financial statements for the period ended December 31, 2008, and has not yet filed its 10Q for the quarter ended March 31, 2009. The company has indicated that these filings should be completed during the third quarter of 2009. Moody's reiterated its view that UCB will continue to report sizeable losses in the next several reporting periods as a result of continued deterioration in commercial real estate markets. These expected losses would seriously weaken UCB's tangible common equity position. UCB has its headquarters in California, and the majority of the company's CRE portfolio is in its home state -- which is one of the more distressed real estate markets in the U.S. As noted in the agency's rating action of March 30, 2009, UCB is also heavily exposed to residential construction and land, with these loan exposures equal to almost 2.5 times TCE. Moody's believes that this portfolio will be a source of high credit costs. UCB announced an action plan to strengthen its capital and improve its financial performance, particularly its asset quality. This plan includes stopping the preferred and common dividend payments of the holding company, including trust preferred securities, which will aid capital preservation. However, Moody's believes that the success of UCB's plan to improve asset quality is uncertain and that its capital position, particularly its TCE, will become increasingly stressed from ongoing operating losses. During its review, Moody's will focus on UCB's ability to enhance its TCE through external sources, which may be limited in the current market environment. The effects of ongoing losses on UCB's domestic and Greater China banking franchise will also be considered. Moody's last rating action was on March 30, 2009, when UCB's ratings were downgraded. UCBH Holding, Inc., which is headquartered in San Francisco, CA, reported total assets of $13.4 billion as of March 31, 2009. Downgrades: Issuer: United Commercial Bank -- Bank Financial Strength Rating, Downgraded to E+ from D- -- Issuer Rating, Downgraded to B2 from B1 -- OSO Senior Unsecured OSO Rating, Downgraded to B2 from B1 -- Senior Unsecured Deposit Rating, Downgraded to B1 from Ba3 Outlook Actions: Issuer: United Commercial Bank -- Outlook, Changed To Rating Under Review From Negative UTGR INC: Severance Pays Continue, Greyhound Racing Remains Vague ----------------------------------------------------------------- Ray Henry at The Associated Press reports that The Hon. Arthur Votolato of the U.S. Bankruptcy Court for the District of Rhode Island has allowed UTGR Inc. to continue making severance payments to certain employees who leave its work force. The AP relates that the Court also allowed UTR continue making payments into an escrow account during an ongoing dispute with a labor union over overtime pay. According to The AP, a UTGR spokesperson said that it remains uncertain whether the Company's dog track and slot parlor would continue offering greyhound racing. The AP relates that Amy Kempe, a spokesperson for Gov. Don Carcieri, said that even if racing must continue, the bankruptcy court could nullify Twin River's contract with the Rhode Island Greyhound Owners Association and find dog owners willing to race for less money. 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). The Debtors selected Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as their co-counsel. It also hired Zolfo Cooper LLC as bankruptcy consultants and special financial advisors. In its bankruptcy petition, the Company estimated assets of less than $500 million and debt exceeding $500 million. VARNER BUSINESS PARK: Case Summary & 1 Largest Unsecured Creditor ----------------------------------------------------------------- Debtor: Varner Business Park, LLC 72018 Watt Court Thousand Palms, CA 92276 Bankruptcy Case No.: 09-25784 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Sheri Bluebond Debtor's Counsel: Winfield .S Payne III, Esq. Winfield Payne and Associates 4308 Lime St Riverside, CA 92501 Tel: (951) 276-9300 Email: Wpaynelaw@aol.com Total Assets: $2,300,000 Total Debts: $1,686,673 The Debtor identified Bruce and Michelle Meyer with contingent, unliquidated, disputed trade debt claim for $15,000 as its largest unsecured creditor. A full-text copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/cacb09-25784.pdf The petition was signed by Richard Merritt, managing member of the Company. WILLIAM ROGERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: William H. Rogers Laura J Rogers PO Box 30592 Walnut Creek, CA 94598 Bankruptcy Case No.: 09-46255 Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Edward D. Jellen Debtors' Counsel: Eric A. Nyberg, Esq. Kornfield, Nyberg, Bendes and Kuhner 1999 Harrison, St. #2675 Oakland, CA 94612 Tel: (510) 763-1000 Email: e.nyberg@kornfieldlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-46255.pdf The petition was signed by the Joint Debtors. WINE LOFT: Files for Ch 11; Blames High Costs, Tight Lending ------------------------------------------------------------ The Wine Loft Pittsburgh Inc. has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of Pennsylvania. The Wine Loft listed $500 to $1 million in liabilities, court documents show. According to the documents, The Wine Loft's unsecured creditors include PNC Financial Services, Citibank, and Bridgeway Capital. The Wine Loft's bankruptcy counsel, Donald Calaiaro, said that the Company's bankruptcy was due to higher-than-expected contracting costs and the tightened lending atmosphere, Bill Toland at Pittsburgh Post-Gazette reports. According to Post-Gazette, a settlement with the contractor fell through when the lender that was to finance the debt payments backed out. The Wine Loft bar remains open and will stay open throughout the reorganization process, says Post-Gazette. According to Post- Gazette, The Wine Loft opened last year, hoping to open five other locations, but owners Ashley Alessio and Joseph DeGruttolla experienced credit problems from the start, mainly due to the nationwide credit meltdown. The report states that The Wine Loft's original lender was acquired by another bank, while the new lenders imposed stricter borrowing terms and forced the Company's owners to use their own money. The Wine Loft Pittsburgh Inc. is an upscale wine bar and appetizer spot in the SouthSide Works. Based in Louisiana, it has franchises from California to New Jersey. WISE METALS: Weak Fin'l Results Won't Affect Moody's 'Caa3' Rating ------------------------------------------------------------------ Moody's Investors Service commented that the Caa3 corporate family rating and negative rating outlook for Wise Metals LLC would not be immediately impacted by the company's disclosure of weak results in its delayed first quarter financial statements filed on July 9, 2009. The prior rating action for Wise Metals Group LLC was on September 27, 2006, when the probability of default rating of Caa3 was assigned. The credit opinion was updated on September 29, 2008. Wise Metals Group LLC, headquartered in Linthicum, Maryland, produces aluminum can sheet, packaging, and common alloy products from a casting and rolling facility in Muscle Shoals, Alabama and owns several recycling centers throughout the U.S. WJL EQUITIES CORPORATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: WJL Equities Corporation fka Wjl Trucking & Paving Corp. 274 White Plains Road, Suite 7 Eastchester, NY 10709 Case No.: 09-23248 Type of Business: The Debtor operates a Highway/Street Construction Local Trucking corporation. Chapter 11 Petition Date: July 14, 2009 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Arlene Gordon-Oliver, Esq. Rattet, Pasternak & Gordon-Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: ago@rattetlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. WOODSIDE GROUP: Sends Plan to Creditors; Ballots Due Aug. 31 ------------------------------------------------------------ The Hon. Peter Carroll of the U.S. Bankruptcy Court for the Central District of California approved a second amended disclosure statement describing a second amended Chapter 11 plan of reorganization filed by Woodside Group LLC and its debtor- affiliates on July 2, 2009. Judge Carroll also approved the plan solicitation and voting procedures. Deadline for the receipt of ballots accepting or rejecting the plan is on August 31, 2009, by 5:00 p.m. A hearing is set for October 2, 2009, at 10:30 a.m., to consider confirmation of the Debtors' plan. About Woodside Group Headquartered in North Salt Lake, Utah, Woodside Group LLC http://www.woodside-homes.com/-- is the parent company of multiple subsidiaries and through approximately 185 of those subsidiaries is primarily engaged in homebuilding operations in eight states. The operations of the Woodside Group are financed through Woodside Group's affiliate Pleasant Hill Investments, LC. Woodside Group, Pleasant Hill Investments and each of the 185 subsidiaries are the Debtors. Woodside Group also has subsidiaries and affiliates that are not debtors. On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. On August 20, 2008, an Ad Hoc Group of Noteholders commenced the filing of involuntary petitions against the Debtors (other than AMR 107 and Portofino). On August 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group, commenced the filing of certain Joinders in the Involuntary Petition. On September 16, 2008, the Debtors filed a "Consolidated Answer to Involuntary Petitions and Consent to Order for Relief" and the Court entered the "Order for Relief Under Chapter 11." The Debtors are jointly administered under Case No. 08-20682. The Bankruptcy Cases are currently pending before the Honorable Peter Carroll in the United States Bankruptcy Court for the Central District of California (Riverside). Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Debtors as counsel. Susy Li, Esq., and Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford, Connecticut, act as counsel to the Ad Hoc Group of Noteholders. Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan Chase Bank, N.A., as Administrative Agent to Participant Lenders. David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are the proposed counsel to the Official Committee of Unsecured Creditors. During 2007, the Woodside Entities generated revenues exceeding $1 billion on a consolidated basis. As of December 31, 2007, the Woodside Entities had consolidated assets and liabilities of approximately $1.5 billion and $1.1 billion, respectively. As of the September 16, 2008 petition date, the Debtors have approximately $70 million in cash. The Woodside Entities employ approximately 494 employees. In its schedules, Woodside Group, LLC, listed total assets of $1,000,285,578 and total liabilities of $691,352,742. The schedules are unaudited. WR GRACE: Court OKs $7.7MM Fees for Kirkland's Oct.-Dec. Work ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware allowed the fee applications of these professionals for work peformed in W.R. Grace & Co.'s Chapter 11 cases during the period from October 1 through December 31, 2008: Professional Fees Expenses ------------ ---- -------- Anderson Kill & Olick, P.C. $578,214 $4,659 David T. Austern 12,250 0 Beveridge & Diamond, P.C. 4,982 901 Bilzin Sumberg Dunn Baena Price & Axelrod 214,367 49,726 Blackstone Advisory Services L.P. 300,000 13,180 BMC Group 121,278 8,757 Buchanan Ingersoll & Rooney PC 64,231 1,291 Campbell & Levine, LLC 104,970 8,123 Caplin & Drysdale, Chartered 730,454 29,823 Capstone Advisory Group, LLC 221,736 949 Casner & Edwards LLP 256,560 48,264 Charter Oak Financial Consulting LLC 85,245 170 Day Pitney LLP 32,229 344 Deloitte Tax LLP 185,396 2,880 Duane Morris LLP 77,544 3,572 Ferry Joseph & Pearce, P.A. 66,825 7,354 Foley Hoag LLP 25,142 205 Hamilton Rabinovitz & Alschuler, Inc. 625 0 Kirkland & Ellis LLP 7,724,905 1,289,347 Kramer Levin Naftalis & Frankel LLP 206,706 8,976 Legal Analysis Systems, Inc. 72,400 0 Official Committee of Asbestos PI Claimants 0 120 Ogilvy Renault LLP C$70,167 C$961 Orrick, Herrington & Sutcliffe LLP 1,133,333 94,922 Pachulski Stang Ziehl & Jones LLP 125,198 131,176 Phillips Goldman & Spence, P.A. 34,403 1,608 Piper Jaffrey & Co. 150,000 204 PricewaterhouseCoopers LLP 887,804 27,677 Protiviti, Inc. 47,982 11,694 Reed Smith LLP 739,148 275,259 Alan B. Rich 104,133 10,007 Alexander M. Sanders, Jr. 13,790 0 Steptoe & Johnson LLP 176,713 422 Stroock & Stroock & Lavan LLP 557,387 20,499 Towers Perrin Tillinghast 34,513 0 Tre Angeli LLC 150,000 1,776 Warren H. Smith & Associates, P.C. 63,470 532 Woodcock Washburn LLP 55,651 23 About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Parties entitled to vote on the Plan must file objections to Plan confirmation, if any, no later than 4:00 p.m. Eastern time on May 20, 2009. Supplements to the Plan may be filed until May 10. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: EPA Declares Health Emergency in Libby, Montana --------------------------------------------------------- The U.S. Environmental Protection Agency, headed by administrator Lisa P. Jackson, declared a public health emergency in northwest Montana, which covers the towns of Libby and Troy. The announcement was made on June 17, 2009, at a joint press conference with Department of Health and Human Services Secretary Kathleen Sebelius and U.S. Sens. Max Baucus and Jon Tester. This is the first time EPA has made a determination under the Comprehensive Environmental Response, Compensation, and Liability Act that conditions at a site constitute a public health emergency. This determination recognizes the serious impact to the public health from the contamination at Libby and underscores the need for further action and health care for area residents who have been or may be exposed to asbestos. Investigations performed by the Agency for Toxic Substance and Disease Registry have found the incidence of occurrence of asbestosis, a lung condition, in the Libby area staggeringly higher than the national average for the period from 1979-1998. EPA is working closely with the Department of Health and Human Services, which is making available a short-term grant to provide needed asbestos-related medical care to Libby and Troy residents. During her Senate confirmation hearing, Administrator Jackson committed to review the situation at the Libby asbestos site based on current site information, sound science and EPA's legal authorities. As a result of her review, the Administrator has decided that conditions at the site present a significant threat to public health and that making a public health emergency determination is appropriate. "This is a tragic public health situation that has not received the recognition it deserves by the federal government for far too long. We're making a long-delayed commitment to the people of Libby and Troy. Based on a rigorous re-evaluation of the situation on the ground, we will continue to move aggressively on the cleanup efforts and protect the health of the people," said EPA Administrator Lisa P. Jackson. "We're here to help create a long and prosperous future for this town." She added, "Senator Max Baucus has been a tireless advocate for the people living in Libby and Troy who have confronted this public health tragedy for generations and we commend him for his work. We look forward to working with him and Senator Tester who has been working diligently since being elected to the Senate to bring much needed support to these communities." "Senator Baucus and Senator Tester have powerfully brought the voices of the people of Libby and Troy to Washington so the nation could hear and understand what happened. They refused to give up on finding the best ways to help those who have suffered so much. Today's announcement reflects our Administration's concern for the residents of Lincoln County and our intention to act decisively to protect and improve their health and quality of life,' said Secretary Sebelius. "The Department of Health and Human Services has been working closely with the EPA and the residents of Lincoln County for a number of years to conduct screenings and help provide access to care. Now, we have come together with Senator Baucus and Senator Tester, Administrator Jackson, and agencies across HHS, to offer a new grant to provide short-term medical assistance for screening, diagnostic and treatment services in a comprehensive and coordinated manner in partnership with local officials on the ground in Lincoln County." "This is a great day for Libby. This is a town that was poisoned by W.R. Grace, then had to wait year after year as the last administration failed to determine that public health emergency exists. But today is a new day," Sen. Baucus, a long-time advocate for clean-up at Libby, said. "Today is the day that Administrator Jackson did the right thing and made this vital determination. Today is the day that Secretary Sebelius declared that people in Libby will get the health care they need. Today is the day that after years of work we were able to succeed in getting this done. Yet, we won't stop here. We will continue to push until Libby has a clean bill of health." "This is a long-overdue, common-sense decision that will go a long way for Libby and the thousands of folks who were poisoned there," Sen. Tester said. "This decision will help make quality health care more accessible and it will open the door to get new resources on the ground. We still have a long way to do right by the folks in Libby. Working together with the Department of Health and Human Services and the Environmental Protection Agency, we're making very good progress." Secretary Sebelius tasked two HHS agencies -- the Health Resources and Services Administration and the Centers for Disease Control and Prevention/Agency for Toxic Substances and Disease Registry -- to help county residents. These two agencies will support a new grant to assist affected residents who need medical care. Local officials are currently putting together a grant proposal that will lay out options for provision of medical care that will work for the residents of Lincoln County. HHS anticipates that this grant can be awarded in August 2009. The Libby asbestos site has been on the EPA's Superfund National Priorities List since 2002, and cleanup has taken place since 2000. EPA has made progress in helping to remove the threat of asbestos in the land and air, and with it, the increased risks of lung cancer, asbestosis, and other respiratory problems. While EPA's cleanup efforts have greatly reduced exposure, actual and potential releases of amphibole asbestos remain a significant threat to public health in that area. The Libby asbestos site includes portions of the towns of Libby and Troy and an inactive vermiculite mine seven miles northeast of the town. Gold miners discovered vermiculite in Libby in 1881; in the 1920s the Zonolite Company formed and began mining the vermiculite. In 1963, W.R. Grace bought the Zonolite mining operations. The mine closed in 1990. It is estimated that the Libby mine was the source of more than 70% of all vermiculite sold in the United States from 1919 to 1990. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Parties entitled to vote on the Plan must file objections to Plan confirmation, if any, no later than 4:00 p.m. Eastern time on May 20, 2009. Supplements to the Plan may be filed until May 10. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: Montana Court Dismisses Libby Case Vs. M. Favorito ------------------------------------------------------------ Judge Donald Molloy of the U.S. District Court for the District of Montana acquitted O. Mario Favorito, W.R. Grace & Co.'s former chief counsel, from all charges in the criminal case filed by the U.S. Government against Grace and its former officers relating to the company's mining operations in Libby, Montana. In May 2009, Judge Molloy acquitted and discharged Grace, Robert Bettachi, its former senior vice president; Jack Wolter, former vice president and general manager of the Libby, Montana, vermiculite mine's Construction Products Division; William McCraig, former manager of operations at Libby; Robert Walsh, former vice president of Grace; and Henry Eschenbach, former director of health and safety, from the Libby criminal case after a jury found the defendants not guilty of the conspiracy and fraud charges asserted by the Government. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Parties entitled to vote on the Plan must file objections to Plan confirmation, if any, no later than 4:00 p.m. Eastern time on May 20, 2009. Supplements to the Plan may be filed until May 10. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: Names Pamela Wagoner VP & Chief HR Officer ---------------------------------------------------- W. R. Grace & Co. on July 13 announced the addition of Pamela K. Wagoner as Vice President and Chief Human Resources Officer. The Grace Board of Directors has elected her an Executive Officer of the Corporation. Ms. Wagoner, 45, has more than 20 years of human resources and senior management experience and has worked in the high tech, non- profit, academia and government sectors. She joins Grace after nearly eight years with Host Hotels & Resorts, Inc., where she held the position of Senior Vice President since 2003. Earlier in her career, she held senior HR roles at SAVVIS Communications, Lucent Technologies, Inc. and Yurie Systems Inc. (which was acquired by Lucent). Ms. Wagoner is qualified by the Center for Creative Leadership, William Bridges and The Ken Blanchard Companies in a variety of assessment and leadership training programs, and received her Certificate in International Human Resources from the Society for Human Resources Management. She is a graduate of The Pennsylvania State University. In her new role, Ms. Wagoner will oversee Grace's global HR activities, including recruitment and retention, leadership development, employee training, labor relations, talent and performance management, regulatory compliance and compensation. She will be based at Grace's global headquarters in Columbia, Maryland and will report to Fred Festa, Chairman, President and Chief Executive Officer. "I consider Grace employees to be the company's greatest asset, making Pamela's responsibilities among the most crucial to our success," remarked Mr. Festa. "I am excited to welcome her to Grace and look forward to her valuable counsel." About W.R. Grace Grace is a leading global supplier of catalysts and other products to petroleum refiners; catalysts for the manufacture of plastics; silica-based engineered and specialty materials for a wide range of industrial applications; sealants and coatings for food and beverage packaging, and specialty chemicals, additives and building materials for commercial and residential construction. With annual sales of more than $3 billion, Grace has about 6,000 employees and operations in over 40 countries. For more information, visit Grace's Web site at http://www.grace.com/ About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Parties entitled to vote on the Plan must file objections to Plan confirmation, if any, no later than 4:00 p.m. Eastern time on May 20, 2009. Supplements to the Plan may be filed until May 10. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: Sealed Air Wary Settlement Won't Be Consummated --------------------------------------------------------- Sealed Air Corporation expressed concern in a regulatory filing with the U.S. Securities and Exchange Commission if the settlement agreement it entered into with W.R. Grace & Co. on November 27, 2002, does not become effective. According to Sealed Air, if the Settlement agreement does not become effective -- either because Grace fails to emerge from bankruptcy or because Grace does not emerge from bankruptcy with a plan of reorganization that is consistent with the terms of the Settlement agreement -- then Sealed Air will not be released from the various asbestos-related, fraudulent transfer, successor liability, and indemnification claims made against it and its, and all of those claims would remain pending and would have to be resolved through other means, like through agreement on alternative settlement terms or trials. In that case, Sealed Air said it could face liabilities that are significantly different from its obligations under the Settlement agreement. Sealed Air added that it cannot estimate at this time what those differences or their magnitude may be. In the event these liabilities are materially larger than the current existing obligations, they could have a material adverse effect on Sealed Air's consolidated financial position and results of operations, H. Katherine White, Sealed Air's vice president, general counsel, and secretary, said. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Parties entitled to vote on the Plan must file objections to Plan confirmation, if any, no later than 4:00 p.m. Eastern time on May 20, 2009. Supplements to the Plan may be filed until May 10. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ZILA INC: Intelident Files Suit After Merger Offer Was Rejected --------------------------------------------------------------- Intelident Solutions, Inc., has opted to engage Zila, Inc. in litigation by filing a complaint before the Delaware Court of Chancery in relation to its merger proposal. In response, Zila said: "Zila is disappointed that Intelident is using a litigation strategy to achieve its objectives. Intelident appears to be attempting to confuse shareholders with an offer that clearly fails to satisfy conditions necessary to consummate a transaction. Intelident was involved in litigation when it acquired Coast Dental. Zila will not comment on the litigation, but is confident that the Delaware court will reject Intelident's claims, so that Zila can avoid bankruptcy and bring value to its shareholders. The Board continues to be prepared to review and act upon superior offers for the benefit of its shareholders in accordance with the exercise of its fiduciary duties." On June 25, 2009, Zila entered into a definitive merger agreement with Tolmar. Under terms of the agreement, Tolmar agreed to acquire all of the outstanding shares of common stock of Zila for a cash purchase price of $0.38 per share, representing an approximate premium of 18% over the closing price of Zila's shares on June 24, 2009. Total consideration paid by Tolmar includes the purchase of Zila's existing $12 million senior secured convertible debt from the note holders for $5 million pursuant to a Note Purchase Agreement entered into by Tolmar and the note holders. Zila is not a party to the Note Purchase Agreement. The note holders have been free to sell or assign their notes since they were issued in 2006. On July 1, 2009, Zila received an unsolicited letter a day earlier containing a non-binding merger acquisition proposal from Intelident proposing the acquisition of Zila's common stock for $0.42 in cash per share. The letter and Intelident's July 7, 2009 proposal also stated that Intelident would require, as part of its acquisition, to negotiate the purchase of the senior secured notes and that consummation of the transaction was contingent upon its ability to enter into a note purchase agreement with the note holders on substantially similar terms as the current Note Purchase Agreement with Tolmar. However, according to Zila, Intelident has not informed Zila of any plan to cause Tolmar and Zila's note holders to terminate the Note Purchase Agreement and cause the note holders to agree to enter into a new note purchase agreement with Intelident. According to Zila, the Board considered the possibility that Intelident is trying to prevent the Tolmar transaction from being consummated in order for it to be able to acquire Zila's assets out of bankruptcy in a so-called Section 363 transaction as Intelident proposed to Zila as late as June 25, 2009. In such a transaction, Zila's shareholders would likely receive no consideration for their shares. Even though, on its face, Intelident offered a nominally higher per-share price for Zila's common and preferred stock, Zila's Board of Directors concluded that Intelident's contingent proposal is not superior to Tolmar's given Intelident's failure to satisfy the conditions in their proposal. Zila's Board of Directors also expressed concern regarding Intelident's public announcement on July 7, 2009 of its offer, which did not mention the material contingency described. According to Zila, the absence of any disclosure by Intelident regarding the contingency may have caused investors in Zila's common stock to misunderstand the viability of its proposal. "It is disconcerting that Intelident sought to make investors believe that it made a no-strings-attached offer to purchase Zila for $0.42 per share when in fact their offer was subject to conditions that cannot be satisfied by Zila and that Intelident appears, at least at this point, unable or not prepared to satisfy," said Dave Bethune, Chairman and Chief Executive Officer of Zila. "Our note holders have always had the ability to sell or assign their Zila notes without our knowledge or permission. The Board continues to be prepared to review and act upon superior offers for the benefit of its shareholders in accordance with the exercise of its fiduciary duties." About Zila Inc. Based in Scottsdale, Arizona, Zila Inc. is a diagnostic company dedicated to the prevention, detection and treatment of oral cancer and periodontal disease. Zila manufactures and market ViziLite(R) Plus with TBlue(R), its flagship product for the early detection of oral abnormalities that could lead to cancer. * * * As reported by the Troubled Company Reporter on June 18, 2009, historically, the Company sustained recurring losses and negative cash flows from operations as it changed its strategic direction to focus on the growth and development of ViziLite(R) Plus and its periodontal product lines. The Company's liquidity needs have arisen from the funding of its research and development program and the launch of its new products, as ViziLite(R) Plus, working capital and debt service requirements, and strategic initiatives. The Company's balance sheet at April 30, 2009, showed total assets of $21,302,884, total liabilities of $16,932,897 and shareholders' equity of $4,369,987. The Company is in compliance with the terms of the senior secured convertible notes, except for the quarterly interest payments due April 30, 2009, and Jan. 31, 2009. The failures to make these payments are events of default under its senior secured convertible notes. Upon an event of default, the senior secured convertible notes bear interest at a default rate of 15.0% per annum. Although the Company has not received a notice of default or acceleration from the note holders as of the date of this filing, which is required prior to any of the principal amount becoming due and payable as a result of the default, the Company has reclassified the senior secured convertible notes to current liabilities. Pursuant to the Note Purchase Agreement, the holders of the Senior Secured Convertible Notes have agreed not to exercise their remedies under the notes unless and until the note purchase agreement is terminated. However, there can be no assurance that the current or future note holders will not accelerate amounts due under the senior secured convertible Notes and proceed against their collateral. In the event of acceleration, the Company indicated it would likely be forced to file for protection under Chapter 11 of the Federal Bankruptcy Code or liquidate the Company under Chapter 7 of the Federal Bankruptcy Code, which would likely result in its common stock becoming worthless. The Company anticipates it will need to refinance its senior secured convertible notes by their due date of July 31, 2010. As of April 30, 2009, there were $1.1 million of unamortized debt issue costs and $2.2 million of debt discounts relative to the senior secured convertible notes. * Mounting Bills Cause Condo Associations' Bankruptcy ----------------------------------------------------- Monica Hatcher at Miami Herald reports that mounting bills are forcing condo associations into bankruptcy, with at least seven firms in Florida collapsing. Miami Herald relates that with the weak economy, many condo associations find bills are piling up as units enter foreclosure and homeowners stop paying association fees, putting financial strain on residents left holding the bill. Miami Herald says that condo associations are classified as not-for-profit corporations. According to Miami Herald, bankruptcy attorney Thomas Lehman with Tew Cardenas in Miami said that he wasn't sure how bankruptcy could benefit associations, as their only assets are the property's common areas and possibly their ability to assess individual unit owners. Miami Herald quoted Carla Barrow, an attorney who represented Z Roofing, as saying, "The thing about a condo association is that often times their main asset is really only its accounts receivable from unit owners paying maintenance fees or assessments." Miami Herald notes that the condo associations have nothing to sell off, other than common areas like the lobby and rec room. According to the report, Mr. Lehman said, "They're better off trying to negotiating with vendors to come up with an out-of-court restructuring plan." Citing Mr. Lehman, Miami Herald states that corporations need an exit strategy when filing for Chapter 11 protection, and it isn't clear how an association having trouble covering basic monthly services could reorganize. Miami Herald quoted Lisa Magill, an attorney with condo firm Becker & Poliakoff, as saying, "If you have nonpayers, and those who are paying don't have the ability to pay more and you have a signification number of owners that have abandoned the property, your ability to levy assessments is limited." According to Miami Herald, prices in the most battered complexes have declined by at least 75% since peaking, bringing huge financial losses for owners and lenders. CondoReports.com President Adam Cappel said in a statement, "The fact that a fraction of 1 percent of the buildings in the study experienced increased pricing is indicative of a market where prices have decreased nearly across the board with few exceptions. The major difference, of course, is the degree of the price declines." * Todd Duffy to Lead Bankruptcy Practice at Anderson Kill & Olick ----------------------------------------------------------------- Anderson Kill & Olick, P.C. is pleased to announce that Todd E. Duffy, a former principal of Duffy & Atkins LLP, has joined Anderson Kill as head of the firm's Bankruptcy & Restructuring practice. A veteran of the bankruptcy practices of several major New York law firms, including Greenberg Traurig LLP, Mr. Duffy formed his own firm in 2005 and built a national practice. Representative clients include a specialty printing company in Chapter 11; municipal entities that are creditors of Lehman Brothers; an ad hoc committee of over 300 individual creditors in the Refco bankruptcy case; a major California city as a creditor in a corporate bankruptcy; a medical device company in Chapter 11 and several official creditors' committees. "Since starting his own practice a few short years ago, Todd has built an outstanding book of business and ably represented both restructuring companies and creditors in an impressive variety of proceedings," said Robert M. Horkovich, managing partner of Anderson Kill & Olick. "We are impressed by his ability to counsel distressed companies and help them find solutions outside of bankruptcy court as well as within it. We are confident that he will help our talented bankruptcy team maximize its potential." Prior to attending law school, Mr. Duffy worked for six years as a bankruptcy paralegal in top law firms in Philadelphia. As a student at St. John's University School of Law, Mr. Duffy was awarded two Corpus Juris Secundum Awards as well as a Dean's Merit Scholarship, and he served as an Editor for St. John's Journal of Legal Commentary. Upon graduation, Mr. Duffy served as a federal law clerk to Judge Stephen D. Gerling, the Chief Judge of the U.S. Bankruptcy Court for the Northern District of New York. Mr. Duffy is admitted in the U.S. Court of Appeals for the Second Circuit as well as state and Federal courts in New York and New Jersey. He is Co-Chair of the Bankruptcy Law Committee, New York County Lawyers Association, and a member of the American Bankruptcy Institute where he serves as an Associate Editor for the American Bankruptcy Institute Journal. In addition to his J.D. from St. John's University, he holds a B.S. from Ursinus College. Joining Mr. Duffy in Anderson Kill's Bankruptcy & Restructuring practice is Dennis J. Nolan, formerly an associate at Duffy & Atkins. Like Mr. Duffy, Mr. Nolan worked for many years as a paralegal before earning his J.D. from Fordham University School of Law, where he was on the Dean's List. In fifteen years as an attorney and paralegal, Mr. Nolan has worked on a wide range of complex legal matters, including bankruptcy, aviation litigation, antitrust and medical malpractice. He is admitted in New York and a member of the New York County Lawyers Association and the American Bankruptcy Institute. About Anderson Kill & Olick Anderson Kill & Olick, P.C., practices law in the areas of Insurance Recovery, Anti-Counterfeiting, Bankruptcy, Commercial Litigation, Corporate & Securities, Employment & Labor Law, Real Estate & Construction, Tax, and Trusts & Estates. Based in New York City, the firm has offices in Greenwich, CT, Newark, NJ, Philadelphia, PA, Ventura, CA, and Washington, DC. * Chapter 11 Cases With Assets and Liabilities Below $1,000,000 --------------------------------------------------------------- In Re Bad Boy Investments, LLC Bankr. N.D. Ga. Case No. 09-77370 Chapter 11 Petition filed July 6, 2009 See http://bankrupt.com/misc/ganb09-77370.pdf In Re KENNETH MICHAEL MCWILLIAMS BIANCA AMANDA MCWILLIAMS fka BIANCA AMANDA YUEN CHAN Bankr. D. Ariz. Case No. 09-15652 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/azb09-15652.pdf In Re Field Valley-Country Estates, LLC Bankr. C.D. Calif. Case No. 09-18388 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/cacb09-18388.pdf In Re Precision Clinical Research Group Inc. dba Gaines Clinical Consulting Bankr. N.D. Calif. Case No. 09-55465 Chapter 11 Petition filed July 7, 2009 See http://bankrupt.com/misc/canb09-55465.pdf In Re Stylz of Illusions S.O.I., LLC Bankr. D. Md. Case No. 09-22336 Chapter 11 Petition filed July 7, 2009 Filed as Pro Se In Re EDGARD G. CANJURA ANA DEL CARMEN CANJURA Bankr. D. Ariz. Case No. 09-15740 Chapter 11 Petition filed July 8, 2009 Filed as Pro Se In Re RICHARD ALAN GREGORY DEBORAH GREGORY Bankr. D. Ariz. Case No. 09-15778 Chapter 11 Petition filed July 8, 2009 See http://bankrupt.com/misc/azb09-15778.pdf In Re 4C, Inc. Bankr. N.D. Ga. Case No. 09-42731 Chapter 11 Petition filed July 8, 2009 See http://bankrupt.com/misc/ganb09-42731.pdf In Re YGC Corp. Bankr. E.D. N.Y. Case No. 09-45732 Chapter 11 Petition filed July 8, 2009 See http://bankrupt.com/misc/nyeb09-45732.pdf In Re Thomas Harrison Bell Bankr. D. S.C. Case No. 09-05030 Chapter 11 Petition filed July 8, 2009 See http://bankrupt.com/misc/scb09-05030.pdf In Re Phil Busch Bankr. N.D. Tex. Case No. 09-34452 Chapter 11 Petition filed July 8, 2009 Filed as Pro Se In Re Port Haven Development, LLC Bankr. W.D. Wash. Case No. 09-16708 Chapter 11 Petition filed July 8, 2009 See http://bankrupt.com/misc/wawb09-16708.pdf In Re Norman M. Medrano aka Applied Precision Alicia Medrano aka Alicia Medrano Bankr. N.D. Calif. Case No. 09-55527 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/canb09-55527.pdf In Re Norman Edmund Shaw Bankr. S.D. Calif. Case No. 09-09810 Chapter 11 Petition filed July 9, 2009 Filed as Pro Se In Re Hill Printing, Inc. Bankr. M.D. Fla. Case No. 09-09757 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/flmb09-09757.pdf In Re Clair A Thomas Jr Rev Trust dated 12/17/1987 Bankr. S.D. Fla. Case No. 09-23940 Chapter 11 Petition filed July 9, 2009 Filed as Pro Se In Re Thomas Theodore Au Mauriann Lehuanani Au Bankr. D. Hawaii Case No. 09-01543 Chapter 11 Petition filed July 9, 2009 Filed as Pro Se In Re Jeffrey P. Houlik aka Jeff Houlik dba Jeff Houlik Construction Inc Charla L. Houlik aka Charlie Houlik dba Charlie Houlik Real Estate PA dba Jeff Houlik Construction Inc. Bankr. D. Kans. Case No. 09-12159 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/ksb09-12159.pdf In Re FLORDELIZA R. MONZON MARCIANO R. MONZON Bankr. D. Nev. Case No. 09-22074 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/nvb09-22074.pdf In Re 444 River St. Holding, LLC Bankr. S.D. N.Y. Case No. 09-23210 Chapter 11 Petition filed July 9, 2009 Filed as Pro Se In Re Meyer C. Ehrman Bankr. S.D.N.Y. Case No. 09-23212 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/nysb09-23212.pdf In Re Frank D. McGary Rebecca S. McGary Bankr. W.D. Pa. Case No. 09-25107 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/pawb09-25107.pdf In Re Hixson Hotel Partners, LP dba Comfort Inn Bankr. E.D. Tenn. Case No. 09-14220 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/tneb09-14220p.pdf See http://bankrupt.com/misc/tneb09-14220c.pdf In Re LOUIS FLORENCIO TAPIA Bankr. M.D. Tenn. Case No. 09-07590 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/tnmb09-07590.pdf In Re Troy Christopher Keller Bankr. E.D. Wash. Case No. 09-03887 Chapter 11 Petition filed July 9, 2009 Filed as Pro Se In Re Brent L. Cook Sheri I. Cook Bankr. W.D. Wash. Case No. 09-16752 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/wawb09-16752.pdf In Re Henry Lee Rauschenberg, Jr. Karen C. Rauschenberg Bankr. N.D. Ala. Case No. 09-42028 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/alnb09-42028.pdf In Re Michael Richard Powell Becky Lynn Powell Bankr. N.D. Ala. Case No. 09-42029 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/alnb09-42029.pdf In Re GAYLE, LLC Bankr. D. Ariz. Case No. 09-15962 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/azb09-15962.pdf In Re John Arthur Nerwinski aka John A. Nerwinski DDS A Professional Corp. Bankr. E.D. Calif. Case No. 09-34284 Chapter 11 Petition filed July 10, 2009 Filed as Pro Se In Re Adept Painting & Plastering, Inc. Bankr. N.D. Calif. Case No. 09-55565 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/canb09-55565.pdf In Re Christopher Parham Bankr. D. Conn. Case No. 09-21926 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/ctb09-21926.pdf In Re Inayat Ullah Nasreen Sultana Ullah Bankr. S.D. Fla. Case No. 09-24012 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/flsb09-24012p.pdf See http://bankrupt.com/misc/flsb09-24012c.pdf In Re Jeffrey P. Houlik aka Jeff Houlik dba Jeff Houlik Construction Inc Charla L. Houlik aka Charlie Houlik dba Charlie Houlik Real Estate PA dba Jeff Houlik Construction Inc Bankr. D. Kans. Case No. 09-12159 Chapter 11 Petition filed July 9, 2009 See http://bankrupt.com/misc/ksb09-12159.pdf In Re Safeway Van Lines, Inc. Bankr. D. Md. Case No. 09-22579 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/mdb09-22579.pdf In Re The Caris Landings by the Sea, LLC Bankr. D. Maine Case No. 09-21059 Chapter 11 Petition filed July 10, 2009 Filed as Pro Se In Re Franchi Equipment Co., Inc. Bankr. D. Mass. Case No. 09-42782 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/mab09-42782.pdf In Re Robert Stefanski Rhonda F. Stefanski Bankr. W.D. Mich. Case No. 09-08214 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/miwb09-08214p.pdf See http://bankrupt.com/misc/miwb09-08214c.pdf In Re Robert Stefanski, DDS Bankr. W.D. Mich. Case No. 09-08216 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/miwb09-08216p.pdf See http://bankrupt.com/misc/miwb09-08216c.pdf In Re Louis Termini Bankr. E.D. N.Y. Case No. 09-45799 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/nyeb09-45799.pdf In Re Frye Chiropractic Center, P.C. Bankr. W.D. Pa. Case No. 09-25160 Chapter 11 Petition filed July 10, 2009 [ See http://bankrupt.com/misc/pawb09-25160p.pdf] [ See http://bankrupt.com/misc/pawb09-25160c.pdf] In Re Potter Farms Estates, LP Bankr. W.D. Pa. Case No. 09-25157 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/pawb09-25157.pdf In Re Cascade Music, Inc. Bankr. W.D. Wash. Case No. 09-16820 Chapter 11 Petition filed July 10, 2009 See http://bankrupt.com/misc/wawb09-16820.pdf In Re Patrice Colleen Clinton aka Patrice Collen Anderson aka Kelle Clinton Bankr. W.D. Wash. Case No. 09-44962 Chapter 11 Petition filed July 10, 2009 Filed as Pro Se In Re Double G Trucking of the Arklatex, Inc. Bankr. W.D. Ark. Case No. 09-73431 Chapter 11 Petition filed July 13, 2009 See http://bankrupt.com/misc/arwb09-73431.pdf In Re Robert Scott Brooks Bankr. D. Mass. Case No. 09-16564 Chapter 11 Petition filed July 13, 2009 Filed as Pro Se In Re K P & W, LLC Bankr. W.D. Mo. Case No. 09-61578 Chapter 11 Petition filed July 13, 2009 See http://bankrupt.com/misc/mowb09-61578.pdf In Re Elias Greisman Bankr. E.D. N.Y. Case No. 09-75156 Chapter 11 Petition filed July 13, 2009 Filed as Pro Se In Re Richard Rubio Eileen Rubio Bankr. E.D. N.Y. Case No. 09-75163 Chapter 11 Petition filed July 13, 2009 See http://bankrupt.com/misc/nyeb09-75163.pdf In Re Billy L. and Joan Nabors, Inc. Bankr. N.D. Tex. Case No. 09-34539 Chapter 11 Petition filed July 13, 2009 See http://bankrupt.com/misc/txnb09-34539.pdf In Re Coal Financing, LLC Bankr. N.D. Tex. Case No. 09-34524 Chapter 11 Petition filed July 13, 2009 See http://bankrupt.com/misc/txnb09-34524.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, 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 **