/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100317.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 17, 2010, Vol. 14, No. 75 Headlines 20 BAYARD: Creditors Have Until April 1 to File Proofs of Claim 2100 NORTH: Organizational Meeting to Form Panel on March 30 374 WEST STREET: Case Summary & 10 Largest Unsecured Creditors ABITIBIBOWATER INC: Canadian Court OKs Stakeholder Committees ABITIBIBOWATER INC: CCAA Units Want Stay Extension Until June 18 ABITIBIBOWATER INC: Reaches Tentative CEP & Quebec Labor Deals ABITIBIBOWATER INC: Wants to Sell Non-Core Assets to Canada Inc. ADAM HAMILON: Files Schedules of Assets & Liabilities ADAM HAMILON: Section 341(a) Meeting Scheduled for April 14 ADAM HAMILON: Taps Parker & DuFresne as Bankruptcy Counsel ALERIS INT'L: Deutschland Files Schedules of Assets & Debts ALERIS INT'L: To Present Plan for Confirmation on May 13 ALL AMERICAN: Wants to Use FMAC's Cash Collateral Until March 31 ALLIED CAPITAL: Board Declares Special Dividend; Prospect Quits ALLIED CAPITAL: Centaurus Capital Holds 5.3% of Common Stock AMR CORP: Capital Research Global Holds 6.9% of Common Stock AMR CORP: Capital World Investors Holds 7.8% of Common Stock AMR CORP: Vanguard Chester Funds Holds 4.73% of Common Stock ANF ASBURY: Asks for Court's Nod to Use Cash Collateral ANTHRACITE CAPITAL: To Liquidate Assets Under Chapter 7 AQUILEX HOLDINGS: Moody's Assigns 'Ba2' Rating on $235 Mil. Notes ARLIE & COMPANY: Files Schedules of Assets and Liabilities ARLIE & COMPANY: Gets Final OK to Access Prepetition Lenders' Cash ARLIE & COMPANY: U.S. Trustee Amends Creditors Committee ASPEN MAIN STREET: Case Summary & 20 Largest Unsecured Creditors AVENTINE RENEWABLE: Successfully Emerges From Bankruptcy BEAR ISLAND: Asks for Court OK to Continue Premium Financing Pacts BEARINGPOINT INC: Trustee Seeks $8.1 Million From Yale BLACK CROW: Final DIP Hearing on March 19 BLOCKBUSTER INC: Seeks to Cut DVD Costs, May File Chapter 11 BOMBARDIER INC: Fitch Assigns 'BB+' Rating on $1 Bil. Notes BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes BOSTON SCIENTIFIC: Moody's Retains 'Ba1' Ratings & Stable Outlook BRESNAN BROADBAND: S&P Puts 'B+' Rating on CreditWatch Developing BROADWAY 401: Wins Approval of Plan to Sell Towers BRUNDAGE-BONE CONCRETE: Wants CTO to Resolve Wells Fargo's Concern CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B-' CAPITAL GROWTH: Pays All Debt Obligations Under Loan Agreement CAPMARK FINANCIAL: Sells Advisory Business to Trecap Partners CASCADE BANCORP: Posts $93.1 Million Net Loss in 2009 CATALYST PAPER: S&P Raises Corporate Credit Rating to 'CCC+' CATHOLIC CHURCH: Fairbanks' Berger Wants Distribution Procedures CATHOLIC CHURCH: Fairbanks Wants Until May to Sue Greens CATHOLIC CHURCH: Wilmington Committee to Retain Morgan Lewis CATHOLIC CHURCH: Wilmington Committee Wants Case Mediator CATHOLIC CHURCH: Wilmington Panel Retains BMI as Consultant CC MEDIA: Revenues Down 17% in 2009; Economic Downturn Blamed CENTAUR LLC: Gets Interim Okay to Use Cash Collateral CENTRAL GARDEN: Moody's Upgrades Ratings on New Notes to 'B2' CENTRAL METAL: Examiner Hearing Postponed to Give Way for Talks CHEMTURA CORP: $3.7 Mil. in Claims Change Hands in 16 Days CHEMTURA CORP: Expands Antioxidants & UV Stabilizers Business CHEMTURA CORP: Sues AIG Parties for Coverage on Diacetyl Claims CIRTRAN CORPORATION: Shaher Hawatmeh Steps Down as COO CIRTRAN CORP: Completes Rights and Responsibilities Transfer CIT GROUP: Post-Bankruptcy Net Worth Rose to $41.99 a Share CITADEL BROADCASTING: Wins Approval of Plan Outline CITADEL BROADCASTING: Court Sets April 21 Claims Bar Date CITADEL BROADCASTING: Has Final Approval for Cash Collateral Use CLEAR CHANNEL: Posts $57.8 Million Net Loss for 2009 COLONIAL BANCGROUP: Given Exclusivity Until June 18 COMMERCIAL VEHICLE: Balance Sheet at Dec.31 Upside-Down by $37.7M CONGOLEUM CORP: Files Fourth Amended Plan; Plan Outline Approved CONSOL ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating CONSOL ENERGY: S&P Puts 'BB+' Rating on CreditWatch Negative CRESCENT RESOURCES: Amends Chapter 11 Plan DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt DENNY'S CORP: Balance Sheet at Dec. 31 Upside-Down by $127 Mil. DENTON LONE OAK: Case Summary & 20 Largest Unsecured Creditors DIGICEL GROUP: Moody's Assigns 'Caa1' Rating on $775 Mil. Notes DUBOIS & SON: Files for Chapter 7 Bankruptcy in Florida DUNN PROPERTIES: Case Summary & 3 Largest Unsecured Creditors EMISPHERE TECH: Board Grants 300,000 Stock to Michael Novinski ENRON CORP: 15 Former Employees Object to Final Distribution ENRON CORP: ECRC Files 21st Post-Confirmation Report ENRON CORP: Investors Partner, et al., Junk Suit vs. Lay, Others EPV SOLAR: Has Five-Member Creditors Committee EXACT SCIENCES: Reports $9.1 Million Net Loss for FY 2009 EXTENDED STAY: Examiner Files Report on Probe Under Seal EXTENDED STAY: Has Revisions to Deal With Centerbridge & Paulson EXTENDED STAY: To Seek Approval of Plan Outline on April 8 FIRETHORNE COUNTRY: Files for Bankruptcy to Avoid Receivership FOREST CITY: S&P Assigns 'CCC+' Rating on New $220 Mil. Stocks GENERAL GROWTH: Bonds Soar Amidst Financial Crisis GENERAL GROWTH: Files 1st Post-Confirmation Status Report GENERAL GROWTH: Providence, 5 Others Exit Chapter 11 GENERAL GROWTH: To Split Company in Two, May File Plan March 18 GENOIL INC: Elliott Davis No Longer Holds Shares GMAC INC: Said to Hire Citigroup, Goldman Sachs for TARP Repayment GOLDBERG-BAYMEADOWS: Wants to Use Cash Collateral; Wells Objects GRAY TELEVISION: Moody's Sees Pressure on 'Caa1' Ratings GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt HANMI FINANCIAL: KPMG Raises Going Concern; Needs to Raise Capital HCA INC: Issues $1.4 Billion Senior Secured Notes Due 2020 HD SUPPLY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Loan HILL-ROM HOLDINGS: Moody's Gives Stable Outlook; Affirms Ratings IMPERIAL CAPITAL: Amends Schedules of Assets and Liabilities IMPERIAL CAPITAL: U.S. Trustee Forms 3-Member Creditors Panel IMPLANT SCIENCES: Laurus, et al., Hold 9.69% of Common Stock INNOVATIVE COMPANIES: Has Until May 14 to Propose Chapter 11 Plan INTERNATIONAL ALUMINUM: Court Sets March 30 as Claims Bar Date INTERNATIONAL ALUMINUM: Has Access to Lenders Cash Until May 31 INTERNATIONAL ALUMINUM: Parties Have Until April 7 to Vote on Plan IRONHORSE COUNTRY CLUB: Sold to Thomas O'Malley for $2.85 Mil. JOHNNY CHATMAN: Case Summary & 20 Largest Unsecured Creditors JOSELITO ALBAN GUZMAN: Case Summary & 20 Largest Unsec. Creditors JUAN MANUEL LUGO: Case Summary & 17 Largest Unsecured Creditors KITCHEN GADGETRY: Files for Bankruptcy Protection under Chapter 7 LEHMAN BROTHERS: Files Chapter 11 Plan of Reorganization LEHMAN BROTHERS: Proposes Asset Management Agreements LEHMAN BROTHERS: Unsealed 2,200-Page Report of Examiner LEHMAN BROTHERS: UK Regulators Ask E&Y to Produce Papers LEWIS EQUIPMENT: Trustee Negotiates Cash Use From Frost Bank LODGENET INT: Balance Sheet at Dec. 31 Upside-Down by $70 Mil. LYONDELL CHEMICAL: Receives Nod for Lender Litigation Settlement LYONDELL CHEMICAL: U.S. Court OKs Equity Commitment Agreement LYONDELL CHEMICAL: U.S. Court OKs Reorganization Plan Outline LYONDELLBASELL INDUSTRIES: Moody's Puts 'B1' Corp. Family Rating MAGNACHIP SEMICONDUCTOR: To Raise $250 Million Public Offering MALLARD CREEK: Files for Chapter 7 Bankruptcy MGM MIRAGE: Contractor Files Mechanics' Liens on CityCenter MGM MIRAGE: Settles With New Jersey Over Borgata Hotel Sale MIDWEST BANC: Transfer of Listing to Nasdaq Capital Market Okayed MIDWEST MANUFACTURING: Files for Bankruptcy Protection MOLECULAR INSIGHT: Recurring Losses Prompt Going Concern Doubt MSJ INVESTMENT: Alliance Bank Disputes Use of Hotel Revenues MSJ INVESTMENT: U.S. Trustee Fails to Appoint Creditors Panel MUZAK HOLDINGS: GE Arranges $109 Million Exit Facility NATIONWIDE PARKING: Files for Chapter 11 Bankruptcy in Colorado NLP ACQUISITION: Gets Interim OK to Use FirstMerit Collateral NORTH COUNTRY BBQ: Sells to Franchiser Famous Dave's NORTHSIDE TOWER REALTY: Case Summary & 11 Largest Unsec. Creditors ORLEANS HOMEBUILDERS: DIP Financing Plea Final Hearing on April 6 OTTER TAIL: Disclosure Statement Hearing on April 7 PACIFIC CAPITAL: Moody's Junks Rating on Long-Term Deposits PARK AVENUE BANK: Former CEO Arrested on TARP Fraud PHILIPS-VAN HEUSEN: Moody's Reviews 'Ba2' Corp. Family Rating PUREDEPTH INC: Files Form 15 to Cancel Registration of Shares QUALITY HOME: Moody's Assigns 'Caa1' Corporate Family Rating RADNET MANAGEMENT: Moody's Affirms 'B2' Corp. Family Rating RADNET MANAGEMENT: S&P Assigns 'B+' Rating on $375 Mil. Loan RATHGIBSON INC: Has Exclusivity Until June 30 REFCO INC: Deutsche Bank's $16 Million in Claims Allowed REFCO INC: Ex-Lawyer J. Collins Loses Bid for New Trial REFCO INC: Togut Segal Charges $422,000 for 7 Months' Work REPROS THERAPEUTICS: Posts $27.2 Million Net Loss in 2009 RICHARD FISCH: Case Summary & 20 Largest Unsecured Creditors RITZ CAMERA: Hearing on Liquidating Plan Set for April 20 ROBERT CLARK GILBERT: Case Summary & 1 Largest Unsecured Creditor SALANDER-O'REILLY: Preparing for Art Works Auction SCIENTIFIC GAMES: S&P Cuts Corporate Family Rating to 'Ba3' SELECT COMFORT: Dismisses KPMG, Hires Deloitte & Touche SIRIUS XM: Moody's Upgrades Rating on Senior Notes to 'Caa1' SIX FLAGS: Amends Texas General Liability Policy SIX FLAGS: Gets Nod to Reject Kentucky Theme Park Leases SIX FLAGS: SFI Unsecured Noteholders Split on Plan Voting SMART ONLINE: Atlas Capital Holds 40% of Common Stock STANDARD FORWARDING: Sells Business for $1.5-Mil Plus Debt STATION CASINOS: Gets Nod of Occidental Energy Deal STATION CASINOS: Panel Has OK for Maupin Cox as Nevada Counsel STATION CASINOS: Proposes to Pay Employee Contract Bonuses SWOOZIE'S INC: DIP Financing Gets Interim OK; Committee Objects SYMBIO SOLUTIONS: Can Hire Goodrich as General Bankr. Counsel SYMBIO SOLUTIONS: Files Schedules of Assets & Liabilities SYMBIO SOLUTIONS: Gets Court's Nod to Use Cash Collateral SYMBIO SOLUTIONS: U.S. Trustee Appoints Members to Creditors Panel TENET HEALTHCARE: McDonald Williams Resigns as Board Member TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating TOTES ISOTONER: S&P Gives Stable Outlook; Affirms 'B-' Rating TRONOX INC: Plan Exclusivity Extension Hearing on March 25 TRONOX INC: Proposes Settlement With Century Indemnity TRONOX INC: Wants Removal Period Extended Until Sept. 30 TROPICANA ENTERTAINMENT: Admin. Claims vs. OpCo Due April 7 TROPICANA ENTERTAINMENT: LV Unit Names Marcou-Stafford as Sales VP TROPICANA ENTERTAINMENT: NJCC OKs Tropicana AC Sale to Icahn UNO RESTAURANT: Files Bankruptcy Plan, Plans Offering VISTEON CORP: Files Amended Plan of Reorganization VUE AT LAKE: Sells Assets to Condo Developer for $25.9 Million WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating * Arent Fox Reveals White Collar Defense Partners in Washington * Deloitte Taps Langford to Lead Distressed Asset & Debt Practice * Upcoming Meetings, Conferences and Seminars ********* 20 BAYARD: Creditors Have Until April 1 to File Proofs of Claim --------------------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York has established April 1, 2010, at 5:00 p.m. (prevailing Eastern Time), as the last day for any individual or entity to file proofs of claim against 20 Bayard Views, LLC. The Court also set June 29, 2010, at 5:00 p.m. (EST) as the last date and time by which governmental units may file proofs of claims. Proofs of claim may be filed with the Bankruptcy Court by: (i) mailing the original proof of claim to the Bankruptcy Clerk for at 271 Cadman Plaza East, Brooklyn, NY 11201-1800, by first class U.S. Mail or by overnight delivery; (ii) hand delivery to the Bankruptcy Court Clerk's Office at the Bankruptcy Court; or (iii) electronically filing the proof of claim in the Bankruptcy Court's Electronic Case Filing System. Brooklyn, New York-based 20 Bayard Views, LLC, filed for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr. E.D.N.Y. Case No. 09-50723). Leslie A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities in its petition. 2100 NORTH: Organizational Meeting to Form Panel on March 30 ------------------------------------------------------------ Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on March 30, 2009, at 10:00 a.m. in the bankruptcy case of 2100 North Central Road, LLC. The meeting will be held at U.S. Trustee's Office, One Newark Center, 21st Floor, Room 2106, Newark, NJ 07102. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. 2100 North Central Road, LLC, filed for Chapter 11 bankruptcy protection on March 9, 2010 (Bankr. D. N.J. 10-14233). Timothy G. Griffin, Esq., at the Law Office of Timothy G. Griffin, assists the Debtor in its restructuring effort. The Company listed less than $10 million assets. 374 WEST STREET: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 374 West Street, LLC, a Corporation 21515 Hawthorne Blvd., #975 Torrance, CA 90503 Bankruptcy Case No.: 10-19554 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: Scott C. Clarkson, Esq. 3424 Carson St., Ste. 350 Torrance, CA 90503 Tel: (310) 542-0111 Fax: (310) 214-7254 Email: sclarkson@lawcgm.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 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-19554.pdf The petition was signed by Tony Ashai, president of the Company. ABITIBIBOWATER INC: Canadian Court OKs Stakeholder Committees ------------------------------------------------------------- In the context of the CCAA Proceedings and as a result of the ongoing restructuring process of Abiti-Consolidated Inc. and its Canadian affiliates' businesses, certain actions taken by or imposed on the Applicants have impacted, and will continue impacting, various and diverse groups of their stakeholders, including bondholders, employees, former employees, pensioners and other groups, Stikeman Elliott LLP, in Montreal, Canada, asserts. While certain groups of stakeholders are well-organized and have been represented throughout the course of the CCAA Proceedings, other stakeholders, including non-unionized employees, former non-unionized employees and pensioners who were non-unionized while employed by the Applicants -- or the "Affected Stakeholders" -- have not formally been represented for reasons particular to their situation. At the behest of ACI and its units, Mr. Justice Gascon authorized the formation of ad hoc committees of stakeholders, or Consultative Committees, by: (a) any and all groups of non-unionized employees, former non- unionized employees and pensioners who were non-unionized while employed by the CCAA Applicants; (b) who are affected by the restructuring efforts undertaken by the CCAA Applicants; and (c) who remain, as of March 9, 2010, unrepresented in the CCAA Proceedings. The Canadian Court also authorized the Consultative Committees to appoint lead representatives charged with coordinating the tasks of consulting and representing their committee, as well as participating in discussions with, and formulating non-binding suggestions, to the CCAA Applicants. Members of the Consultative Committees and their Lead Representatives, if any, will act in an advisory and consultative role only, and they will have neither authority to bind any Affected Stakeholder of the CCAA Applicants, nor responsibility to any Affected Stakeholder of the CCAA Applicants, except as may explicitly be agreed by the Parties and approved by the Canadian Court. Mr. Justice Gascon also authorized the CCAA Applicants to consult with the Lead Representatives of the Consultative Committees, it being understood that said Committees will be formed for advisory and consultative purposes only, and that the CCAA Applicants will incur no further liability or obligation as a result of the Committees' formation. The Consultative Committees may hire legal counsel to make representations before the Canadian Court. The Representations, however, will bind no Affected Stakeholder except the members of the Consultative Committee or other Affected Stakeholders who agree to be so bound. The expenses of counselors and other experts that may be engaged by the Consultative Committees will be for the account of only those members who explicitly agree on the retention, the Canadian Court clarified. Consultative Committees members, including the Lead Representatives, will incur no liability or obligation as a result of the advisory and consultative role they assumed, Mr. Justice Gascon held. No action or other proceedings may be commenced against any Consultative Committee member relating to (i) its appointment as Lead Representative, and (ii) its conduct as Consultative Committee member or Lead Representative, except with prior leave of the Canadian Court on a seven-day notice to the Consultative Committee member concerned, the monitor appointed in the CCAA Proceedings, and the monitor's counsel. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: CCAA Units Want Stay Extension Until June 18 ---------------------------------------------------------------- Abitibi-Consolidated Inc., Bowater Inc. and certain of their affiliates, as applicants under the Companies' Creditors Arrangement Act of Canada asked Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior Court Commercial Division for the District of Montreal in Quebec, Montreal, Canada, to extend the period within which no right may be exercised and no proceeding may be commenced or proceeded against them or any of their property, assets, rights and undertakings, through and including June 18, 2010. The CCAA Applicants' current CCAA Stay Period expired on March 15, 2010. On behalf of the CCAA Applicants, Stikeman Elliott LLP, in Montreal, Canada, related that since the issuance of the Third Stay Extension Order, the CCAA Applicants have made, and continue to make, significant efforts to address the concerns of all stakeholders. They have also continued to implement and maintain effective procedures to permit an efficient monitoring of their financial situation. Specifically, the CCAA Applicants are: (1) continuing their pre-filing initiatives to dispose of non- productive or redundant assets; (2) in the process of reviewing and recording the significant volume of claims that have been filed in the CCAA and the U.S. Chapter 11 Proceedings; (3) expecting to file a request for the nomination of additional Claims Officers and Grievance Claims Officers; and (4) continuing the pension deficit funding discussions with various stakeholders including the Government of Quebec. Moreover, on February 2, 2010, Bridgewater Paper Company Limited, a subsidiary of the CCAA Applicants with operations in the United Kingdom, filed for administration. In March 2010, the CCAA Applicants resumed talks with their unions with respect to the renewal of their collective bargaining agreements, a key condition to emergence from the present proceedings under the CCAA. The CCAA Applicants and the Syndic at des communications, de l'energie et du papier also reached a Memorandum of Agreement concerning the renewal of the SCEP collective bargaining agreements, which has yet to be ratified by individual SCEP union members and concerns approximately 3,000 workers and 8,000 pensioners represented by 23 locals in 12 locations in Quebec and Ontario. According to Stikeman, the extension of the Stay Period is necessary in order to provide the CCAA Applicants "an adequate period of time to move forward with the claims process and to continue discussions with their stakeholders with a view to assembling a restructuring plan under the CCAA." "It is estimated that the requested extension of the Stay Period until June 18, 2010, will, afford the [CCAA Applicants] an adequate period of time to make material progress towards that goal," Stikeman added. The CCAA Applicants believe that no creditor will suffer any undue prejudice by the extension of the Stay Period because the CCAA Applicants have forecast to have "sufficient liquidity" during that period. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Reaches Tentative CEP & Quebec Labor Deals -------------------------------------------------------------- After a series of arduous talks, AbitibiBowater Inc. and the Communications, Energy and Paperworkers Union of Canada have struck a tentative agreement covering 4,500 workers and 8,000 retirees from 23 AbitibiBowater local unions at 12 pulp and paper mills in Eastern Canada. The Agreement, reached on March 7, 2010, requires about 4,000 workers at 12 pulp and paper mills in Quebec, Ontario and Atlantic Canada to accept wage concessions that would be used to fund pension contributions for existing employees and 8,000 retirees, according to The Canadian Press. AbitibiBowater took off the table its proposal to terminate the pension plans, which would have reduced pension benefits by an average of 25%. Provincial government will now bear the responsibility to adopt the appropriate regulatory changes to allow the Company to financially fix the pension plans, CEP Canada said in an official statement. "We have the best possible agreement, given the precarious financial condition of the Company," said CEP President Dave Coles. "We are proud to have been able to protect retirees and to have created a new stable pension plan for the active workers. Our members will no longer have to fear the shadow of an insolvency of [the Company's] plan." "It is our members who had to make sacrifices to save [AbitibiBowater] from bankruptcy. The last federal budget fully demonstrated the contempt of this government for forestry workers. It is now clear for our workers, our retirees and our communities that the Conservatives have abandoned them," Mr. Coles said in an interview with The Canadian Press. Mr. Coles said the CEP Agreement, reached after six months of talks, was difficult and historic for CEP because it reflected how the Union "bargained backwards." "It's going to be a tough pill to swallow but the alternative is [far worse]," he emphasized. Reports have indicated that the tentative CEP Agreement may be material to AbitibiBowater's efforts to exit bankruptcy. The Montreal Gazette reported, however, that the Agreement "has been overshadowed" by ministerial orders issued by the government of Newfoundland and Labrador, which obligate the CCAA Applicants to clean up sites where they and their predecessors carried on industrial activity since at least 1905. The Applicants' incurred statutory obligations to the Province for environmental remediation are noted in orders issued on November 12, 2009, by Her Majesty the Queen in Right of the Province of Newfoundland and Labrador, through the Minister of Environment and Conservation in the Province and pursuant to the Canadian Environmental Protection Act. "If Newfoundland was successful in the current issue before the courts, it would compromise AbitibiBowater's ability to emerge from creditors' protection," Jean-Philippe Cote, AbitibiBowater's director of public affairs for Canada, told the Montreal Gazette. Details of the tentative CEP Agreement have not yet been publicly disclosed, they are yet to be presented to the union workers. Sources familiar with the talks told The Canadian Press that the deal matches the 10% wage cut accepted by workers at privately held Kruger Inc. Subsequently, AbitibiBowater and the Quebec Federation of Labor reached a separate tentative agreement following nine days of negotiations, reported The Canadian Press on March 13, 2010. The Quebec Agreement will affect some 1,000 workers at four pulp and paper mills across Quebec, with its ratification depending on AbitibiBowater's exit from bankruptcy protection. Workers will vote on the pact in the coming days, the newspaper said. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Wants to Sell Non-Core Assets to Canada Inc. ---------------------------------------------------------------- The Abitibi Group currently own "non-core" properties situated in the Province of Newfoundland and Labrador, which are (i) subject to potential environmental liability exposure, (ii) not required for future operations, and (iii) in any event, of little utility as a result of their "Environmental Exposure" status. The Non-Core Properties consist of: (a) the site of a former shipping terminal and related facilities situated in Botwood, closed in February 2009; and (b) the site of a newsprint mill situated in Stephenville, idled in October 2005 and closed in December 2005. "Environmental Exposure" refers to historic liabilities arising from ownership or occupation of the Non-Core Properties. The Non-Core Properties are alleged to have been contaminated as a result of events which occurred prior to, and in some cases long before, the filing of the CCAA proceedings, related Stikeman Elliott LLP, in Montreal, Canada, on behalf of the CCAA Applicants. The CCAA Applicants note that they incurred statutory obligations for environmental remediation, which are noted in orders issued on November 12, 2009, by Her Majesty the Queen in Right of the Province of Newfoundland and Labrador, through the Minister of Environment and Conservation in the Province and pursuant to the Canadian Environmental Protection Act. The EPA Orders, to the extent they apply to the Non-Core Properties, are primarily founded on the Abitibi Group's status as owner or person in control. They relate to alleged contamination which, where it exists, largely, if not exclusively, results from actions by third parties, and in all cases, relates to past activities, according to Stikeman. The Environmental Exposure related to the Non-Core Properties is estimated to be material with the amount claimed by the Province estimated to be in the tens of millions of dollars. Given the order of magnitude of the Environmental Exposure, the Non-Core Properties "have little utility, if any," Stikeman further related. Given the applicable environmental regulatory context, which generally creates liability as a result of control or management of a property, the Abitibi Group would remain subject to the Environmental Exposure should they continue to own or occupy the Non-Core Properties upon CCAA emergence. This potential continuing liability may be material and thus, adversely impact the formulation of a viable restructuring plan by the CCAA Applicants, Stikeman said. On the other hand, sale of the Non-Core Properties will allow the Abitibi Group to crystallize any potential former "owner/occupier" environmental liabilities associated with the Non-Core Properties and adequately deal with any claims resulting in the restructuring plan to be filed by the CCAA Applicants, without having to contend with the potentially material contingency of the Environmental Exposure upon emergence. Against this backdrop, Abitibi-Consolidated, Inc., and Abitibi- Consolidated Company of Canada asked the Canadian Court to authorize them as vendors to enter into an indenture with 4513541 Canada Inc., as purchaser, in connection with the Non-Core Properties. The Indenture contemplates the Sale, on an "as is, where is" basis, of all of the Vendors' rights, title and interest in and to the Non-Core Properties to 4513541 Canada Inc., a wholly owned indirect subsidiary of AbitibiBowater Inc. The purchase price for the Non-Core Properties will be satisfied by the issuance of non-interest bearing promissory note that contemplates these features: * Amounts owing under the Purchaser Note will be paid out of the actual net proceeds generated by the sale of the Non- Core Properties to a third party by the Purchaser or any appointed receiver. * Recourse for any principal owed under the Purchaser Note will be limited to the Non-Core Properties, and will be subordinated to (i) the costs of complying with any orders issued with respect to the Non-Core Properties under the EPA; (ii) any costs which would have priority pursuant to the CCAA or the Bankruptcy and Insolvency Act; and (iii) the costs of any appointed receiver with respect to the Purchaser or the Purchaser's interest in the Non-Core Properties. * All amounts owed under the Purchaser Note will be secured in favor of the Vendors by (i) a general security agreement to be registered under the appropriate personal property security register, and (ii) an equitable mortgage. The Indenture further contemplates the appointment of a receiver under the BIA with respect to the Non-Core Properties. The Receiver will have the powers to, inter alia, safeguard the Non- Core Properties and proceed to develop a plan for the Sale, or negotiate and reach with the relevant environmental authorities an accommodation on a remediation plan, which could allow purchasers to be solicited. The Abitibi Group have agreed to provide the Receiver with financing up to a maximum amount to be determined per Non-Core Property, which financing will be evidenced by receiver certificates in form and substance satisfactory to the Vendors. Following the successful transfer of the Non-Core Properties to the Purchaser as contemplated under the Indenture, the relevant environmental authorities will be notified of their potential claims and will be invited to submit a proof of claim if they intend to do so. "Stakeholders with environmental claims with respect to the Non- core Properties will not be prejudiced as the treatment these claims will receive in these CCAA proceedings will be equivalent or superior to the treatment such claims would receive in the context of liquidation," Stikeman assured Mr. Justice Gascon. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 28 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ADAM HAMILON: Files Schedules of Assets & Liabilities ----------------------------------------------------- Adam Hamilon Klayman and Karla Ann Klayman have filed with the U.S. Bankruptcy Court for the Middle District of Florida their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $9,700,000 B. Personal Property $41,617 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,964,447 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $40,296,614 ----------- ---------- TOTAL $9,741,617 $50,261,061 Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla Ann Klayman filed for Chapter 11 bankruptcy protection on March 8, 2010 (Bankr. M.D. Fla. Case No. 10-01752). Brett A. Mearkle, Esq., at Parker & Dufresne, P.A., assists the Debtors in their restructuring effort. ADAM HAMILON: Section 341(a) Meeting Scheduled for April 14 ----------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in Adam Hamilon Klayman and Karla Ann Klayman's Chapter 11 case on April 14, 2010, at 1:00 p.m. The meeting will be held at First Floor, 300 North Hogan Street, Suite 1-200, Jacksonville, FL 32202. 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. Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla Ann Klayman filed for Chapter 11 bankruptcy protection on March 8, 2010 (Bankr. M.D. Fla. Case No. 10-01752). Brett A. Mearkle, Esq., at Parker & Dufresne, P.A., assists the Debtors in their restructuring effort. According to the schedules, the Debtors have assets of $9,741,617, and total debts of $50,261,061 as of the Petition Date. ADAM HAMILON: Taps Parker & DuFresne as Bankruptcy Counsel ---------------------------------------------------------- Adam Hamilon Klayman and Karla Ann Klayman have sought permission from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Offices of Parker & DuFresne, P.A., as bankruptcy counsel, nunc pro tunc to the Petition Date. Parker & DuFresne will, among other things: a. advise the Debtors with respect to its powers and duties as debtors-in-petition; b. prepare motions, pleadings, orders, applications, disclosures statements, plans of reorganization and other legal documents necessary in the administration of the Debtors' bankruptcy case; c. represent the Debtors in negotiations with their creditors and in preparation of the disclosure statement and plan of reorganization; and d. advise the Debtors with respect to their responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of the Court. Brett A. Mearkle, a member of Parker & DuFresne, says that the firm will be paid based on the hourly rates of its personnel: Attorney $300 Paralegal $100 Mr. Mearkle assures the Court that Parker & DuFresne is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla Ann Klayman filed for Chapter 11 bankruptcy protection on March 8, 2010 (Bankr. M.D. Fla. Case No. 10-01752). Brett A. Mearkle, Esq., at Parker & Dufresne, P.A., assists the Debtors in their restructuring effort. According to the schedules, the Debtors have assets of $9,741,617, and total debts of $50,261,061. ALERIS INT'L: Deutschland Files Schedules of Assets & Debts ----------------------------------------------------------- A. Real Property None B. Personal Property B.1 Cash on hand 0 B.2 Bank Accounts Deutsche Bank ($954) Key Bank N.A. 9,500 B.3 Security Deposits 0 B.4 Household goods 0 B.5 Collectibles 0 B.6 Wearing apparel 0 B.7 Furs and Jewelry 0 B.8 Firearms and other equipment 0 B.9 Interests in Insurance Policies 0 B.10 Annuities 0 B.11 Interests in an education IRA 0 B.12 Interests in IRA, ERISA or other Pension Plans 0 B.13 Business Interests and stocks Investment in Aleris Aluminum GmbH 630,360,707 Investment in Aleris D. Vierte Verwaltungs 17,895 Investment in Aleris D. Beteilig Duffel GmbH 35,790 Investment in Aleris Holdings Belgium BVBA 311,297,084 B.14 Interests in partnerships Investments in Aleris D. Vier GmbH & Co. KG 36,973,142 B.15 Government and Corporate Bonds 0 B.16 Accounts Receivable Deductible VAT 95,142 Other Receivables 995,561 Receivables to be charged 389 Receivable from Corus For 2006 Taxes 1,732,000 A/V-Wallersheim 19,729 B.17 Alimony 0 B.18 Other Liquidated Debts 6,866,180 B.19 Equitable or Future Interests 0 B.20 Interests in estate of a debt benefit plan 0 B.21 Other Contingent & Unliquidated claims 0 B.22 Patents and other intellectual property 0 B.23 Licenses, franchises, and other intangibles Debt Costs Accumulated Amortization (14,510,494) Debt Costs 23,489,043 B.24 Customer lists or other compilations 0 B.25 Vehicles 0 B.26 Boats, motors, and accessories 0 B.27 Aircraft and accessories 0 B.28 Office equipment, furnishings and supplies 0 B.29 Machinery 0 B.30 Inventory 0 B.31 Animals 0 B.32 Crops 0 B.33 Farming Equipments and implements 0 B.34 Farm supplies, chemicals, and feed 0 B.35 Other Personal Property Other prepaid expenses 100,000 LN Receivable C-Pool GVG Obj. Wallersheim 3,519,442 LN Receivable C-Pool Al. Recyc. Holding B.V. 47 LN Receivable C-Pool Aluminum GmbH 57,264,000 Manual IC With Aluminum GmbH 13,608,439 Receivable IC From Aleris Ohio Mgmt 3,430,070 TOTAL SCHEDULED ASSETS $1,075,302,711 ======================================================== C. Property Claimed as Exempt None D. Secured Claim Deutsche Bank AG New York Branch 386,319,267 Deutsche Bank AG New York Branch 20,594,872 E. Unsecured Priority Claims 0 F. Unsecured Non-priority Claims Aleris International Inc. 8,786,815 Aleris Aluminum Duffel BVBA 186,899,236 Aleris Hylite B.V. 1,439,625 Aleris Aluminum Koblenz GmbH 140,386 Aleris Gibraltar Limited 329,694,381 Aleris Recycling Holding BV 60,843 Aleris Holdings Belgium BVBA 3,649 Aleris Deutschland Vier GmbH Co.KG 2,325,686 TOTAL SCHEDULED LIABILITIES $936,264,760 ======================================================== Statement of Financial Affairs Aleris Deutschland Holding GmbH tells the Court that it earned income from operation of business within two years before the Petition Date: Amount Source ------ ------ ($53,533,948) 2009 Net Income ($58,895,128) 2008 Net Income ($45,671,226) 2007 Net Income The Debtor relates that it made payments to creditors within 90 days immediately preceding the Petition Date, a list of which is available for free at: http://bankrupt.com/misc/Aleris_GmbH3b.pdf The Debtor also made payments to creditors who were insiders: Insider Date Amount Paid ------- -------- ----------- Aleris Gibraltar 03/17/09 EUR4,405,121 Aleris Gibraltar 05/26/09 EUR4,405,121 Aleris Gibraltar 08/26/09 EUR4,405,121 Aleris Gibraltar 11/23/09 EUR4,405,121 About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INT'L: To Present Plan for Confirmation on May 13 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved Aleris International, Inc.'s Disclosure Statement filed in connection with its proposed Chapter 11 Plan of Reorganization, disclosed a company statement dated March 12, 2010. The Court has also authorized the Company to begin the process of soliciting approval for the Plan from eligible creditors, the statement said. A confirmation hearing for the Plan has been scheduled for May 13, 2010. With these developments, Aleris and its co-debtor subsidiaries are positioned to emerge from Chapter 11 protection by mid-year, according to the statement. Aleris said it expects to emerge from its reorganization process with a strong balance sheet, significantly reduced operating costs and greater financial flexibility. "We are nearing the completion of the chapter 11 process," said Steven J. Demetriou, Aleris Chairman and CEO. "With our operational improvements, combined with the new financial structure that will be in place upon emergence, we believe that we will be well-positioned to grow and continue building Aleris into a global aluminum enterprise for the long-term benefit of our customers, suppliers, business partners and employees." Aleris Files First Amended Plan Prior to Aleris's announcement of the Court's approval of its Disclosure Statement, it delivered to the Court its First Amended Joint Plan of Reorganization and Disclosure Statement on March 11, 2010. The Amended Plan provides that nothing will affect the subordination rights among the 2006 Senior Notes, 2007 Senior Notes, Senior Subordinated Notes, any outstanding industrial revenue bond, the U.S. Term Loan Facility, and any other Debt Claims, including, without limitation, any applicable Indenture Trustee's rights to exercise charging liens with respect to any distributions. The Debtors also changed the definition of Solicitation Date to mean their deadline to complete the mailing of solicitation packages. Asset Transfer The Plan effectively contemplates the transfer of substantially all the Debtors' assets to the holders of U.S. Roll-Up Term Loan Claims, European Roll-Up Term Loan Claims, and European Term Loan Claims. To that end, the Plan contemplates preserving substantial portions of the Debtors' corporate structure for the benefit of those holders, which, in turn, requires the preservation of the U.S. Affiliate Claims in U.S. Debtors Class 6 and Other U.S. Equity Interests in U.S. Debtors Class 10. Any "recovery" that would be provided to holders of U.S. Affiliate Claims or U.S. Equity Interests is essentially coming from the collateral of the holders of U.S. Roll-Up Term Loan Claims, which, after satisfaction of the DIP ABL Facility and the DIP New Money Term Loan Facility, have liens on substantially all the assets of the U.S. Debtors and superpriority Administrative Expenses against each of the U.S. Debtors. Accordingly, the Debtors believe that the unimpairment of the U.S. Affiliate Claims and Other U.S. Equity Interests does not prejudice any other creditor or equity interest holder, is fair and equitable, and does not unfairly discriminate against any rejecting class. Equity Interests Under the Amended Plan, each Allowed Other U.S. Equity Interest is preserved, and the holders of the Allowed Other U.S. Equity Interests are deemed to accept the Plan. The Debtors believe the reinstatement of the Allowed Other U.S. Equity Interests is appropriate because, through the Plan and the Rights Offering, holders of U.S. Roll-Up Term Loan Claims are indirectly acquiring the value of the equity of the U.S. Debtors through their ownership of HoldCo, which will indirectly hold the Allowed Other U.S. Equity Interests. By reinstating the Allowed Other U.S. Equity Interests, while distributing the New Common Stock in HoldCo to the U.S. Debtors' secured creditors, the Plan simply effectuates a transfer of the value of the U.S. Debtors' assets to their senior secured creditors without requiring those creditors to first take direct ownership of the Allowed Other U.S. Equity Interests and then transfer those Equity Interests to HoldCo. German Tranche The German Tranche of U.S. DIP Loan Claims are secured by the U.S. Debtors' assets and constitute super-priority administrative expenses against the U.S. Debtors. They are also secured by certain assets of Aleris Deutschland Holding GmbH and are guaranteed by certain European non-debtor entities, which have pledged their own assets to secure these claims. These ADH and non-debtor assets include German and Belgian mortgages and pledges over Belgian inventory and moveable assets and pledges of stock, and the Debtors estimate those assets have a value well in excess of the balance of the German Tranche of U.S. DIP Loan Claims. U.S. Debtors Class 4 Convenience Claims The Debtors believe that the creation of U.S. Debtors Class 4 Convenience Claims is a reasonable and necessary means to ease the administrative burdens of their Chapter 11 cases. Specifically, the Debtors believe, in their business judgment, that the administrative burden of reconciling and making multiple distributions on account of claims equal to or less than $10,000 outweighs the relative size of those claims. USW Stipulation The Debtors disclose that they are parties to three separate collective bargaining agreements with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO covering employees at the Debtors' facilities at Lewisport, Kentucky, Ashville, Ohio, and Bens Run, West Virginia. The Debtors are required to maintain certain defined benefit pension plans pursuant to the Lewisport and Ashville CBAs, which include Commonwealth Aluminum Lewisport, LLC Hourly Employees Pension Plan and the Alsco Metals Corp. Retirement Plan for Bargained Employees. Pursuant to Plan, entry of the confirmation order is subject to the termination of certain pension plans, including the USW Plans. The Debtors tell the Court that as March 11, 2010, the parties have yet to commence bargaining and the Debtors have yet to present the USW with proposals to modify the USW CBAs. According to the Debtors, because the USW Plans are maintained pursuant to the USW CBAs, the contractual obligation to maintain the USW Plans must be modified in order for the conditions set forth in Section 10.1 of the Plan to be met and the USW Plans to be terminated. If the Debtors were unable to reach a consensual agreement with the USW concerning the termination of the USW Plans, and they determined to still seek termination of the USW Plans, the Debtors would be obligated to reject the USW CBAs and to meet the procedural and substantive requirements of Section 1113 of the Bankruptcy Code in order to obtain a court order rejecting the USW CBAs. If that application were granted, the USW would have certain rights, including the right to strike, which could have a material impact on the financial condition of the Debtors, projections, and valuations. However, as long as the Debtors are pursuing the Joint Plan of Reorganization of Aleris International, Inc., and its Affiliated Debtors, dated February 5, 2010, as it may be modified, the Debtors have agreed to waive the right to utilize Section 1113 and have entered into a stipulation with the USW including that waiver. The Debtors further disclosed in a certification of counsel that part of the stipulation provides that as long as the Debtors are pursuing the February 5, 2010 Plan, neither the Debtors nor any affiliate will file or support any motion seeking rejection or modification of the USW CBAs, and USW will not file an objection to the Disclosure Statement. The Court approved the parties' stipulation on March 11, 2010. The Debtors maintain that the termination of the USW Plans, as well as the Debtors' other pension plans, will dilute the recovery for unsecured creditors. The Official Committee of Unsecured Creditors has not yet taken a position as to whether it will support or oppose the approval of motions that would be required to terminate the USW Plans. Prior to the Disclosure Statement Hearing, Erin Ostenson, advertising clerk of the Publisher of The Wall Street Journal, informed parties-in-interest that a notice regarding the Debtors' Disclosure Statement Hearing has been published in the Journal. Clean and redlined copies of the First Amended Plan is available for free at: http://bankrupt.com/misc/Aleris_1stAmendedPlan.pdf http://bankrupt.com/misc/Aleris_1stAmendedRedPlan.pdf A clean and redlined copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/Aleris_1stAmendedDS.pdf http://bankrupt.com/misc/Aleris_1stAmDSRed.pdf Disclosure Statement Objections Prior to the hearing on the Disclosure Statement, various parties filed objections to the Disclosure Statement. The Official Committee of Unsecured Creditors said the Disclosure Statement lack certain information about the inadequacies of the Plan and its opposition. The Committee believes that the Disclosure Statement and is accompanying solicitation materials should include a copy of a letter, the Committee provided to the Debtors on March 4, 2010. In the letter, the Committee asked unsecured creditors of the Debtors to reject the Plan as proposed because it fails to return an appropriate recovery to creditors through the Chapter 11 process. The Committee avers that it does not support the Plan because the Plan: (a) rewards Oaktree Capital Management, LP, Apollo Investment Fund VII, LP and Sankaty Advisors LLC or "the Plan Supporters" that have purchased their claims at a discount and stand to gain substantial return of value when the economy improves; (b) pays less than 0.3% to the holders of large, unsecured claims, principally related to several series of unsecured notes; (b) provides for a separate class of certain unsecured creditors that could receive up to 50% distribution on account of their claims; (c) does not allocate appropriate value to unsecured creditors for assets which were not subject to liens at the time of the Debtors' Chapter 11 filing; and (d) unduly rewards the Plan Supporters who already received extraordinary fees and expected to receive another $24.5 million as compensation for underwriting the rights offering proposed in the Plan. The Committee relates that it raised its concerns with the Debtors and continues to explore resolutions to its objections. The Central States, Southeast and Southwest Areas Pension Fund asserted that the Disclosure Statement contains inadequate information because (a) it does not adequately explain how fully liquidated claims will be paid by Aleris Deutschland Holding GmbH and (b) it does not adequately explain the calculation of the administrative expense portion of multi-employer pension plans' claims for withdrawal liability. Central States is a not-for- profit employee benefit plan and trust which is operated in accordance with a trust agreement. Caspian Capital Advisors LLC and its affiliated funds, Marblegate Asset Management and its affiliated funds, Highland Capital Management, L.P. on behalf of its managed accounts, Halcyon Structured Asset Management European CLO 2006-II B.V., on behalf of itself and its affiliate funds, Bank of America, N.A., GSC Group, ING Capital LLC and RiverSource Investments, LLC, each in its capacity as a holder of prepetition term loans to Aleris Deutschland Holding GmbH, assert that the Disclosure Statement cannot be approved unless it is significantly supplemented and amended. The European Term Lenders maintain that the Disclosure Statement does not provide adequate information as to, among other things: * The proposed Intercreditor Settlement with Apollo Management, L.P. and Oaktree Capital Management, L.P., which underpins the Plan; * The dilutive impact that the concessions granted to Apollo and Oaktree will have on the recovery to ADH Class 3; * The Debtors' Enterprise Value, Plan Value or the basis for the allocation of Plan Value between the U.S. Plan Value and the ADH Plan Value; * The nature of the dispute over the priority of liens between the European Term Loans and the European Roll-Up Term Loans; * The DIP Loan's absence of security interests in certain Prepetition European Collateral; * Plans to merge the Reorganized Debtors after emergence; * The Debtors' Liquidation Value; and * The risk that the ADH Plan cannot be confirmed by "cramdown" if ADH Class 3 votes to reject the Plan. Moreover, the European Term Lenders aver that the Disclosure Statement reveals a number of deficiencies in the Plan that must be addressed by the Debtors before the Plan can be confirmed. Namely, the European Term Lenders note, the Plan, in its current form, cannot be confirmed because it: * is not proposed in good faith; * proposes to treat Apollo and Oaktree, in their capacities as Lenders, differently from other lenders; * cannot be confirmed over the rejection by ADH Class 3 because the "cramdown" standard under Section 1129(b) of the Bankruptcy Code cannot be met; and * fails to classify the European Term Loan's deficiency claim as a separate class. Wilmington Trust Company, as indenture trustee, avers that the Debtors should either (i) disclose the basis and justification for the Convenience Class or (ii) disclose that they do not provide any basis to find that the Convenience Class provides equality of treatment among creditors or is "reasonable and necessary for administrative convenience" as required by Section 1122(b) of the Bankruptcy Code. Law Debenture Trust Company, as successor indenture trustee for the 10% Senior Subordinated Notes Due 2016 issued by Aleris International, Inc., objects to the Disclosure Statement and joins in Wilmington Trust Company's Objection to the Disclosure Statement because, among others, the Disclosure Statement describes a Plan that improperly fails to provide for the full payment of its fees and expenses and does not include other standard provisions that routinely are included in plans and disclosure statements where indenture trustees are involved. The Pension Benefit Guaranty Corporation, on its own and on behalf of the Commonwealth Aluminum Lewisport, LLC Hourly Employees Pension Plan, the Commonwealth Industries, Inc. Cash Balance Plan, the Alsco Metals Corporation Retirement Plan for Bargained Employees, and the Alsco Metals Corporation Cash Balance Plan, objects to the approval of the Disclosure Statement for failure to provide "adequate information" as defined under Section 1125(a) of the Bankruptcy Code with regard to: (a) the Debtors' obligations and liabilities to PBGC and the Pension Plans; (b) the broad release, exculpation and injunction provisions; (c) the lengthy process required to effect the proposed distress termination of the Pension Plans and the uncertainty of success; (d) the basis for a "deemed" substantive consolidation of the Debtors' estates and the impact of substantive consolidation on the pension claims; and (e) the potential violation of the unfair discrimination test. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALL AMERICAN: Wants to Use FMAC's Cash Collateral Until March 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania will consider at a hearing on March 23, 2010, at 10:00 a.m., All American Properties, Inc.'s request to access cash securing repayment of its obligations to Franchise Mortgage Acceptance Company. The hearing will be held at 3rd & Walnut Sts., Bankruptcy Courtroom (3rd Floor), Ronald Reagan Federal Building, Harrisburg, Pennsylvania. The Debtor is seeking permission to use the secured creditor's cash collateral until March 31, 2010. The Debtor would use the money to fund its Truck Plaza Business operations postpetition. The Debtor has debt secured by a lien on the Clarks Ferry Properties, Inc., and Frystown All American Properties, Inc., as well as a lien on the collateral and proceeds therefrom regardless of location. The Debtor proposes that, as adequate protection for use of the cash collateral, the secured creditor will be granted replacement lien on postpetition assets of the Debtor, including cash and receivables. The Debtor will also pay monthly payments of $20,000 from each of the Clarks Ferry Property and the Frystown Property to the secured creditor, totaling $40,000, beginning March 15, 2010, and continuing on the 15th day on each month thereafter. In the event that the postpetition assets of the Debtor prove insufficient to provide a replacement lien in full, then the secured creditor will have an administrative claim having priority over all other administrative claims, except that it will be, pari passu with fees owed to the Office of the U.S. Trustee, and the claims of professionals in the case. About All American Properties New York-based All American Properties, Inc., filed for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr. M.D. Pa. Case No. 10-00273). The Company listed Robert E. Chernicoff, Esq., at Cunningham and Chernicoff PC, in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ALLIED CAPITAL: Board Declares Special Dividend; Prospect Quits --------------------------------------------------------------- Allied Capital Corporation's Board of Directors intends to declare a special dividend of $0.20 per share on the date Allied's merger with Ares Capital Corporation is approved, payable to Allied Capital shareholders of record on that date. The 0.325 exchange ratio would currently result in $4.61 per share of merger consideration, as compared to $3.47 per share on the date of the announcement and Allied Capital's closing price on October 23, 2009 of $2.73 per share. Total value to Allied Capital shareholders if the merger is approved and closes would currently be $4.81 per share, including the $0.20 dividend. Meanwhile, Prospect Capital Corporation has decided to drop its bid for a combination with Allied. Prospect continues to believe greater value could be achieved for shareholders of Allied beyond that offered by Ares Capital. On October 26, 2009, Ares Capital and Allied Capital announced a strategic business combination in which ARCC Odyssey Corp., a wholly owned subsidiary of Ares Capital, would merge into Allied Capital and, immediately thereafter, Allied Capital would merge into Ares Capital. If the merger is completed, holders of Allied Capital common stock will have a right to receive 0.325 shares of Ares Capital common stock for each share of Allied Capital common stock held immediately prior to such merger. In connection with such merger, Ares Capital expects to issue a maximum of approximately 58.5 million shares of its common stock -- assuming that holders of all "in-the-money" Allied Capital stock options elect to be cashed out -- subject to adjustment in certain limited circumstances. In a regulatory filing, Allied management said the expected Benefits of the Merger are: -- Resumption of Dividend Payments. Management believes shareholders will benefit from the potential to receive dividend payments by taking advantage of Ares Capital's dividend, which has been consistently paid on a quarterly basis since its inception and in an amount of at least $0.35 per share since April 2006. -- Improved Access to the Debt Capital Markets. Management anticipates that the combined company will be able to access debt capital at a lower cost and with better terms than are available to Allied Capital on a stand-alone basis. Ares Capital currently has an investment grade rating from both Standard & Poor's and Fitch Ratings and recently renewed and expanded the total commitments under its credit facilities. -- Improved Access to the Equity Capital Markets. Since the announcement of the merger agreement, Ares Capital's trading price has generally exceeded its net asset value per share and it has raised approximately $278 million in net proceeds from new equity above its net asset value. Management believes the combined company should enjoy similar access to capital to facilitate its growth. -- Increased Portfolio Diversity. The merger will increase portfolio diversity for the combined company. -- Strategic and Business Considerations. Because Allied Capital's shareholders will be shareholders of Ares Capital following the merger, Allied Capital shareholders will benefit from the experience of Ares Capital's investment adviser and participate in any future growth of Ares Capital. Ares Capital is managed by Ares Management, an asset manager with approximately $33 billion of committed capital under management as of December 31, 2009 and a solid performance history. -- Increased Liquidity and Flexibility. The merger would reduce the need to sell assets to retire debt and increase asset coverage. Allied Capital currently has limited liquidity, which has required and would continue to require it to sell assets. Sales of income producing assets could further reduce Allied Capital's earnings and future dividend potential. -- Value Creation. The 0.325 exchange ratio would currently result in $4.61 per share of merger consideration,(1) as compared to $3.47 per share on the date of the announcement(2) and Allied Capital's closing price on October 23, 2009 of $2.73 per share. Total value to Allied Capital shareholders if the merger is approved and closes would currently be $4.81 per share, including the $0.20 dividend. Management is hopeful that the combined company's growth prospects will continue to be reflected in increased value to shareholders over time. A Special Stockholders' Meeting will take place on March 26, 2010, to consider approval of the merger. Allied expects the merger to close around the end of the first quarter. Prospect Drops Bid "While we disagree with the Allied board's refusal to respond in any constructive way to any of our offers, we believe that Prospect's efforts to shine a spotlight on the proposed Allied- Ares combination have succeeded in unlocking additional value for Allied's shareholders, as shown by the newly announced Allied special dividend," Prospect said in a statement on March 5, 2010. "After careful review and in light of the Allied board's manifest unwillingness to engage in any constructive discussions with Prospect, we have decided that it is not in the interest of Prospect and its shareholders to expend further resources on a solicitation in opposition to the proposed Allied-Ares combination. Accordingly, we have terminated our solicitation. Should the proposed Allied-Ares combination not be consummated and the Allied board wish to engage in a productive dialogue with us, we would welcome that opportunity," Prospect said. Prospect -- http://www.prospectstreet.com/-- is a closed-end investment company that lends to and invests in private and microcap public businesses. Amendment to Allied Capital Term Loan On March 2, 2010, Allied Capital amended its Term Loan by entering into Amendment No. 1 to the Second Amended and Restated Credit Agreement dated as of January 29, 2010. Pursuant to the Amendment, Allied Capital is permitted to declare a one-time special cash dividend upon approval of the merger by the affirmative vote of the holders of two-thirds of the outstanding shares of Allied Capital common stock, so long as no default or event of default has occurred and is continuing or would result from the declaration and payment of the special dividend. Pursuant to the Amendment, the payment of the special dividend is contingent on the consummation of the merger and may not exceed the lesser of $0.20 per share or $40 million. In addition, the Amendment makes modifications to certain of the mandatory repayment requirements under the Term Loan. The Amendment requires the use of a minimum of 75%, an increase from 56%, of all net cash proceeds from asset dispositions, subject to certain conditions and exclusions, to be used to repay the Term Loan prior to the consummation of the merger. Prior to the Amendment, Allied Capital was required to use 100% of available cash in excess of a $125 million cash floor at any month end to repay the Term Loan, and on April 30, 2010, the Cash Floor decreases to $100 million. In addition, the Amendment also includes a new prepayment provision, which requires Allied Capital to use 75% of principal collections -- other than net cash proceeds from asset dispositions -- received as of the 15th and last day of each month to repay the Term Loan, beginning with the period from March 1, 2010 to March 15, 2010. Upon consummation of the merger, the Cash Floor decreases to $0 and the percentage of principal collections and net cash proceeds from asset dispositions required to repay the Term Loan increases to 100%. Copies of supplemental documents to the merger proxy statement are available at no charge at: http://ResearchArchives.com/t/s?5957 http://ResearchArchives.com/t/s?5958 A full-text copy of excerpts of the Ares Capital and Allied Capital Conference Call on March 3, 2010, is available at no charge at http://ResearchArchives.com/t/s?5959 A full-text copy of Allied's slide presentation is available at no charge at http://ResearchArchives.com/t/s?595a About Allied Capital Allied Capital (NYSE: ALD) -- http://www.alliedcapital.com/-- is a business development company that is regulated under the Investment Company Act of 1940. Allied Capital has a portfolio of investments in the debt and equity capital of middle market businesses nationwide. Founded in 1958 and operating as a public company since 1960, Allied Capital has been investing in the U.S. entrepreneurial economy for 50 years. Allied Capital has a diverse portfolio of investments in 88 companies across a variety of industries. At December 31, 2009, the Company had total assets of $2,665,497 against total liabilities of $1,467,295, resulting in stockholders' equity of $1,198,202. Going Concern Doubt In its audit report on the Company's financial statements for the fiscal year ended December 31, 2008, KPMG LLP, the Company's independent registered public accounting firm, expressed substantial doubt about the Company's ability to continue as a going concern. Prior to the Company's debt restructure, certain events of default occurred under the Company's bank credit facility and the Company's private notes. These events of default provided the respective lenders the right to declare immediately due and payable unpaid amounts approximating $1.1 billion at June 30, 2009. With the completion of the comprehensive restructuring of the Company's private notes and bank facility during the third quarter of 2009, the factors that gave rise to the uncertainty about the Company's ability to continue as a going concern have been remediated. * * * As reported by the Troubled Company Reporter on January 26, 2010, Standard & Poor's Ratings Services kept its 'BB+' long-term counterparty credit rating and 'BB' senior unsecured debt rating on Allied Capital Corp. on CreditWatch with positive implications. S&P also kept its 'BBB' long-term counterparty credit rating on Ares Capital Corp. on CreditWatch with negative implications. ALLIED CAPITAL: Centaurus Capital Holds 5.3% of Common Stock ------------------------------------------------------------ Centaurus Capital LP and Centaurus Capital Limited disclosed that as of February 25, 2010, they may be deemed to beneficially own 9,510,887 shares or roughly 5.3% of the common stock of Allied Capital Corporation. Centaurus Capital LP is a limited partnership organized under the laws of the United Kingdom, and serves as investment manager to Centaurus International Risk Arbitrage Master Fund Limited, Centaurus/Lyxor International Risk Arbitrage Fund Limited, Centaurus Small and Mid Cap International Risk Arbitrage Master Fund Limited. Centaurus Capital Limited serves as the general partner to Centaurus. About Allied Capital Allied Capital (NYSE: ALD) -- http://www.alliedcapital.com/-- is a business development company that is regulated under the Investment Company Act of 1940. Allied Capital has a portfolio of investments in the debt and equity capital of middle market businesses nationwide. Founded in 1958 and operating as a public company since 1960, Allied Capital has been investing in the U.S. entrepreneurial economy for 50 years. Allied Capital has a diverse portfolio of investments in 88 companies across a variety of industries. At December 31, 2009, the Company had total assets of $2,665,497 against total liabilities of $1,467,295, resulting in stockholders' equity of $1,198,202. Going Concern Doubt In its audit report on the Company's financial statements for the fiscal year ended December 31, 2008, KPMG LLP, the Company's independent registered public accounting firm, expressed substantial doubt about the Company's ability to continue as a going concern. Prior to the Company's debt restructure, certain events of default occurred under the Company's bank credit facility and the Company's private notes. These events of default provided the respective lenders the right to declare immediately due and payable unpaid amounts approximating $1.1 billion at June 30, 2009. With the completion of the comprehensive restructuring of the Company's private notes and bank facility during the third quarter of 2009, the factors that gave rise to the uncertainty about the Company's ability to continue as a going concern have been remediated. * * * As reported by the Troubled Company Reporter on January 26, 2010, Standard & Poor's Ratings Services kept its 'BB+' long-term counterparty credit rating and 'BB' senior unsecured debt rating on Allied Capital Corp. on CreditWatch with positive implications. S&P also kept its 'BBB' long-term counterparty credit rating on Ares Capital Corp. on CreditWatch with negative implications. AMR CORP: Capital Research Global Holds 6.9% of Common Stock ------------------------------------------------------------ Los Angeles, California-based Capital Research Global Investors is deemed to be the beneficial owner of 23,352,779 shares or 6.9% of the 332,455,775 shares of Common Stock of AMR Corporation as of December 31, 2009, as a result of CRMC acting as investment adviser to various investment companies. The shares include 5,577,779 shares resulting from the assumed conversion of $55,220,000 Principal Amount of the 6.25% Convertible Senior Notes due 2014. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At December 31, 2009, AMR reported total assets of $25.438 billion, including total current assets of $6.642 billion; against total current liabilities of $7.728 billion, long-term debt, less current maturities of $9.984 billion, obligations under capital leases, less current obligations of $599 million, other liabilities and credits of $10.616 billion; resulting in stockholders' deficit of $3.489 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMR CORP: Capital World Investors Holds 7.8% of Common Stock ------------------------------------------------------------ Los Angeles, California-based Capital World Investors is deemed to be the beneficial owner of 26,293,072 shares or 7.8% of the 335,172,945 shares of Common Stock of AMR Corporation as of December 31, 2009, as a result of CRMC acting as investment adviser to various investment companies. The shares include 2,717,170 shares resulting from the assumed conversion of $26,900 principal amount of the 6.25% Convertible Senior Note due 10/15/2014. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At December 31, 2009, AMR reported total assets of $25.438 billion, including total current assets of $6.642 billion; against total current liabilities of $7.728 billion, long-term debt, less current maturities of $9.984 billion, obligations under capital leases, less current obligations of $599 million, other liabilities and credits of $10.616 billion; resulting in stockholders' deficit of $3.489 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMR CORP: Vanguard Chester Funds Holds 4.73% of Common Stock ------------------------------------------------------------ Vanguard Chester Funds -- Vanguard Primecap Fund disclosed that as of December 31, 2009, it may be deemed to beneficially own 15,754,550 shares or roughly 4.73% of the common stock of AMR Corporation. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At December 31, 2009, AMR reported total assets of $25.438 billion, including total current assets of $6.642 billion; against total current liabilities of $7.728 billion, long-term debt, less current maturities of $9.984 billion, obligations under capital leases, less current obligations of $599 million, other liabilities and credits of $10.616 billion; resulting in stockholders' deficit of $3.489 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. ANF ASBURY: Asks for Court's Nod to Use Cash Collateral ------------------------------------------------------- ANF Asbury Park, LLC, has sought permission from the U.S. Bankruptcy Court for the Central District of California to use cash collateral until May 31, 2010. The Debtor is the owner of 234-unit apartment building community Asbury Park Apartments in Miami Gardens, Florida. The property is subject to numerous lease agreements which provide the Debtor rental income, which are cash collateral. Vicki L. Schennum, Esq., at Law Offices of Michael G. Spector, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtors propose to grant the prepetition lender a first-priority lien on all rents and other proceeds received by the Debtor or its agents after the Petition Date arising from or relating to the Property. As adequate protection, the prepetition lender is authorized to deduct these monthly payments: (i) interest to the lender under the Note at the non-default rate of interest; (ii) real property taxes; (iii) insurance; and (iv) lock box account fees. Irvine, California-based ANF Asbury Park, LLC, filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case No. 10-12819). Michael G. Spector, Esq., at the Law Offices of Michael G. Spector, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. ANTHRACITE CAPITAL: To Liquidate Assets Under Chapter 7 ------------------------------------------------------- Anthracite Capital Inc. filed for Chapter 7 liquidation in the U.S. Bankruptcy Court in Southern District of New York, after defaulting on its debt. The court will name a bankruptcy trustee to oversee the company's liquidation process. The Company listed assets of between $100 million and $500 million, and debts of between $500 million and $1 billion in its Chapter 7 petition, Reuters said. About Anthracite Capital Anthracite Capital, Inc., is a specialty finance company focused on investments in high yield commercial real estate loans and related securities. Anthracite is externally managed by BlackRock Financial Management, Inc., which is a subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States with approximately $1.435 trillion in global assets under management at September 30, 2009. BlackRock Realty Advisors, Inc., another subsidiary of BlackRock, provides real estate equity and other real estate-related products and services in a variety of strategies to meet the needs of institutional investors. At September 30, 2009, the Company had $2,601,125,000 in total assets against $2,064,290,000 in total liabilities, $23,237,000 in 12% Series E-1 Cumulative Convertible Redeemable Preferred Stock, and $23,237,000 in 12% Series E-2 Cumulative Convertible Redeemable Preferred Stock, resulting in stockholders' equity of $490,361,000. AQUILEX HOLDINGS: Moody's Assigns 'Ba2' Rating on $235 Mil. Notes ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 to Aquilex Holdings new $235 million senior secured credit facilities and has affirmed Aquilex's Corporate Family and Probability of Default rating at B2. The company's ratings outlook remains negative. The B2 corporate family rating considers Aquilex's high leverage, low interest coverage, and weak demand in the company's core businesses. The rating also considers the company's favorable position as a leading provider of service, repair, overhaul and industrial cleaning services to the power generation and energy sectors. The rating benefits from the expectation for increased demand for the company's services during 2010. The Ba2 rating on the company's planned $235 million of senior secured bank credit facilities reflects the seniority in the company's capital structure. The credit facilities are comprised of a $50 million revolver that matures in 2015 and a $185 million term loan that matures in 2016. The use of proceeds includes the refinancing of the current senior credit facility. The notching on the senior credit facilities reflects the significant level of junior debt in the company's capital structure that is in a first loss position in the event of default per Moody's Loss Given Default methodology. The negative outlook reflects the view that the company is weakly positioned in its ratings category due to weakness in its credit metrics arising from the slowdown in industrial cleaning and in its specialty repair and overhaul business. The negative outlook also reflects Moody's view that the company's business may rebound more slowly than the general economy. The outlook could be changed to stable if the company was anticipated to show improving free cash flow to debt and was expected to de-lever so that debt to EBITDA was anticipated to be below 4 times within the next twelve months. The ratings could be downgraded if EBITDA to interest was anticipated to decline to under 1.25 times on a projected basis or debt to EBITDA was anticipated to increase over 5.5 times. The last rating action was December 8, 2009, when Moody's rated the company's new $225 million unsecured notes offering and affirmed the company's B2 corporate family and probability of default ratings. Assignments: Issuer: Aquilex Holdings LLC -- Senior Secured Bank Credit Facility, rated Ba2, LGD2, 21% LGD adjustment: Issuer: Aquilex Holdings LLC -- Senior Unsecured Regular Bond/Debenture, changed to LGD5, 77% from LGD5, 76% Withdrawals: Issuer: Aquilex Holdings LLC -- Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba2, LGD2, 21% Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a leading provider of service, repair and overhaul services, and industrial cleaning services to the energy and power generation sectors. Revenues for 2009 were approximately $480 million. ARLIE & COMPANY: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Arlie & Company filed with the U.S. Bankruptcy Court for the District of Oregon its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $219,566,889 B. Personal Property $7,697,959 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $63,419,100 E. Creditors Holding Unsecured Priority Claims $873,734 F. Creditors Holding Unsecured Non-priority Claims $1,119,386 ----------- ----------- TOTAL $227,264,848 $65,412,220 Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Ore. Case No. 10-60244). Albert N. Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. ARLIE & COMPANY: Gets Final OK to Access Prepetition Lenders' Cash ------------------------------------------------------------------ The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the District of Oregon, in a final order, authorized Arlie & Company to access cash collateral in which Bank of America, Century bank, Siuslaw Bank, Summit Bank, Umpqua Bank, and Washington Federal claim a security interest in. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. As reported in the Troubled Company Reporter on February 4, 2010, in exchange for using the cash collateral, the Debtor will grant the prepetition lenders replacement security interest in and lien upon Debtor's property and revenue from each of Debtor's properties in which each respective lender held a valid and perfected prepetition lien and security interest. The lenders' replacement security interest and lien upon the assets from and after the petition date will be of the same category, kind, character, and description as were subject to perfected and valid security interest in existence on the petition date. The adequate protection lien granted to the lenders will not enhance or improve the position of any lender. Debtor believes the value of the real property securing the indebtedness owing to each lender exceeds the amount of the indebtedness to each lender. The authority of the Debtor to use the cash collateral of any lender will terminate on the earlier of (i) July 31, 2010, or (ii) in the occurrence of an event of default or termination event. Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Ore. Case No. 10-60244). Albert N. Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. In its schedules, it listed total assets of $227,264,848 and total liabilities of $65,412,220. ARLIE & COMPANY: U.S. Trustee Amends Creditors Committee -------------------------------------------------------- Robert D. Miller Jr., the Acting U.S. Trustee for Region 18, amended, for the second time, the Official Committee of Unsecured Creditors in Arlie & Company's Chapter 11 cases. The Creditors Committee now consists of: 1. James R. Hanks, Chairperson JRH Transportation Engineering 4765 Village Plaza Loop, Suite 201 Eugene, OR 97401 Tel: (541) 687-1081 Fax: (541) 345-6599 2. Gregory Brokaw Rowell Brokaw Architects, PC 1 East Broadway, Suite 300 Eugene, OR 97401 Tel: (541) 485-1003 Fax: (541) 485-7344 3. David E. Bomar Balzhiser & Hubbard Engineers, Inc. 100 W. 13 th Avenue Eugene, OR 97401 Tel: (541) 686-8478 Fax: (541) 345-5303 4. Mike Broadsword Eugene Sand & Gravel/Eugene Sand Construction P.O. Box 1067 Eugene, OR 97440 Tel: (541) 683-6400 Fax: (541) 683-5798 5. Jerry Vicars Fabrication & Mechanical Group, Inc. P.O. Box 42173 Eugene, OR 97404 Tel: (541) 689-9617 Fax: (541) 689-9617 Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/-- is a property developer. It is doing business as DHF Corp., and formerly dba Arlie Land and Cattle Company and Crescent Village Community Gardens, LLC. The Company filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Ore. Case No. 10-60244). Albert N. Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. In its schedules, it listed total assets of $227,264,848 and total liabilities of $65,412,220. ASPEN MAIN STREET: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Aspen Main Street Partners, L.P. 14881 Quorum Drive, Suite 200 Dallas, TX 75254 Bankruptcy Case No.: 10-31829 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtor's Counsel: Joyce W. Lindauer, Esq. Joyce W. Lindauer, Attorney at Law 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: courts@joycelindauer.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by J. Jones. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Swift Property Fund Business Debt $125,455 John Olson Builders Business Debt $104,568 Alpine Bank August interest $59,643 Alpine Bank June interest $59,643 Alpine Bank July interest $57,719 Alpine Bank May interest $57,719 Pitkin County Treasurer Property Taxes $21,322 (including interest) City of Aspen-Water Utilities $16,431 Services Architectural Engineering Business Debt $15,952 Consulting One Beacon Insurance Business Debt $13,008 Gallagher Sharp West Business Debt $10,968 Greogry & Plotkin, LLC Attorney Fees $10,005 Charles Cunniffe Business Debt $7,859 Moran & Ozbirn P.C. Legal fees $7,805 Alpine Bank Late charges $5,868 America Development & Business Debt $4,720 Investments The Belvedere Jeffrey Jones Unsecured Debt $3,546 Hunter Square Business Debt $3,300 c/o Susan Whitney Neujahr and Gorman, Inc. Business Debt $3,173 Alpine Bank Late charges $2,886 AVENTINE RENEWABLE: Successfully Emerges From Bankruptcy -------------------------------------------------------- Aventine Renewable Energy Holdings, Inc., has successful emergence from its Chapter 11 restructuring on March 15, 2010, naming Thomas Manuel the company's new Chief Executive Officer and Chief Operating Officer. Mr. Manuel was also appointed to serve on the company's board of directors. "Emerging from bankruptcy with good liquidity, modest debt and lower overhead costs, Aventine is well positioned to be one of the low cost providers of ethanol on a national basis," said Manuel. "I am very optimistic about the ethanol industry and our success going forward. We have put in place a strong leadership team with decades of experience." In February 2009, Aventine and its subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. The company had secured debtor-in- possession financing from its pre-petition unsecured noteholders that enabled the company to continue ongoing operations. The ethanol industry had faced recent difficult years with soaring corn prices and lower petroleum costs. The company's plan of reorganization was confirmed on February 24 by the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware. "The ethanol industry has sound long-term prospects, and we anticipate a strong rebound as the biofuels mandate continues to increase," Mr. Manuel said. "Aventine will emerge as a much stronger business with all the key pieces: a restructured balance sheet, excellent liquidity, and a committed group of employees led by a new senior management team." Mr. Manuel has over 40 years of commodity management experience and was a senior executive with ConAgra Foods for 25 years. His career includes experience in grain, meat and poultry processing and commodity and energy merchandising. In 2006, Mr. Manuel was named Chief Executive Officer of AS Alliances Biofuels, a multi- plant ethanol start up headquartered in Dallas, Texas. VeraSun acquired ASA in August of 2007. Since 2008, Mr. Manuel has been a consultant with CRG Partners, one of the industry's leading restructuring firms and Mr. Manuel played a key role in the successful restructuring of Pilgrims Pride Poultry. Also, the company announced the other members of its new board of directors, which is led by Gene Davis, a highly experienced turnaround executive: Eugene I. Davis, Chairman of the Board, has served as Chairman and CEO of Pirinate Consulting Group, L.L.C., a privately held consulting firm specializing in, among other things, crisis and turn-around management and strategic advisory services for public and private business entities, since 1999. Kurt M. Cellar has served as a partner and Portfolio Manager at Bay Harbour Management, L.C. Prior to Bay Harbour, he was an associate at Remy Investors and Consultants, Inc., where he sourced and analyzed public and private investment opportunities. Carney Hawks is a partner with Brigade Capital Management, a credit-focused, asset management firm. Prior to joining Brigade, he was a Managing Director in the High Yield Division of MacKay Shields. Doug Silverman is a Managing Partner and Co-Chief Investment Officer at Senator Investment Group LP. Prior to co-founding Senator in February 2008, Mr. Silverman spent nearly six years at York Global Value Partners, a hedge fund focused on value and event investing in equity and credit opportunities on a global basis, as a Managing Director and Co-Portfolio Manager. Timothy Bernlohr is a Managing Director with TJB Management Consulting, LLC, a firm specializing in providing project specific consulting services to businesses in transformation, strategic planning, and interim executive management. Prior to joining TJB, he was the President and CEO of RBX Industries, Inc. Aventine's strategy is to be a low-cost, focused ethanol producer. The company also plans to resume as soon as possible the construction of its two partially completed 108 million gallon bio-refineries in Aurora, Neb. and Mt. Vernon, Ind. Both construction projects were within months of completion when work was suspended prior to Aventine's filing for bankruptcy protection. About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a producer and marketer of ethanol to many leading energy companies in the United States. In addition to ethanol, Aventine also produces distillers grains, corn gluten meal, corn gluten feed, corn germ and brewers' yeast. Morgan Stanley Capital Partners IV bought Aventine in May 2003 from Williams Cos. Aventine had a public offering in May 2006. The Morgan Stanley group retained 28% of the stock at year's end. The Company and its affiliates filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk & Wardwell is special tax counsel and Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor. Garden City Group, Inc., has been engaged as claims agent. Scott D. Cousins, Esq., and Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as counsel to the official committee of unsecured creditors. When it filed for bankruptcy protection from its creditors, Aventine Renewable listed between $100 million and $500 million each in assets and debts. BEAR ISLAND: Asks for Court OK to Continue Premium Financing Pacts ------------------------------------------------------------------ Bear Island Paper Company, L.L.C., has sought authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to maintain postpetition premium financing agreements with respect to insurance premiums. White Birch Paper Company entered into numerous insurance policies that provide coverage for the Debtor. Collectively, these policies provide coverage for, among other things, general and employee benefits liability, excess liability, directors and officers' liability, fiduciary liability, excess fiduciary liability, property, ocean marine cargo, crime, automobile and total umbrella. The Debtor says that the Policies are essential to the preservation of the value of the Debtor's business, properties and assets. A copy of the insurance policy schedule is available for free at: http://bankrupt.com/misc/BEAR_ISLAND_insurancepolicyschedule.pdf The Debtor has asked the Court to allow White Birch to record an intercompany charge against the Debtor in the approximate amount of $41,000 a month on account of coverage provided to the Debtor under certain of White Birch's insurance policies. The Debtor has also asked that White Birch be allowed to record a monthly charge of approximately $3,500 on the Debtor's books in respect of the broker's fees. White Birch employs The Rubin Group to assist with the procurement and negotiation of its policies. About Bear Island White Birch is the second-largest newsprint producer in North America. As of December 31, 2009, the WB Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Additionally, for the 12 months ended December 31, 2009, the WB Group maintained an annual production capacity of roughly 1.3 million metric tons of newsprint and directory paper, up to 50% of which consists of recycled content, and achieved net sales of roughly $667 million. Bear Island's assets are almost exclusively located in the U.S. Bear Island Paper Company, L.L.C., filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia on February 24, 2010. The company's parent, White Birch Paper Company, filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia; and Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to White Birch, as Foreign Representative. Kirkland & Ellis and Troutman Sanders also serve as Chapter 11 counsel to Bear Island. AlixPartnes LLP serves as financial/restructuring advisor to Bear Island, and Lazard Freres & Co., serves as investment banker. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. BEARINGPOINT INC: Trustee Seeks $8.1 Million From Yale ------------------------------------------------------ Edvard Pettersson at Bloomberg News reports that the liquidation trustee for BearingPoint Inc. commenced an adversary proceeding seeking the return by Yale University of $8.1 million it received from BearingPoint before the firm filed for bankruptcy. According to the report, the trustee, John DeGroote Services LLC, seeks to recover $2.1 million Yale received from December 2008 to February 2009 as part of an education collaboration agreement, as well as $6 million the university got in 2007 and 2008 as part of a commitment agreement. Under the commitment agreement, BearingPoint was to give $30 million over seven years in exchange for "naming opportunities." About BearinPoint 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. 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). The Debtors' legal advisor is Weil, Gotshal & Manges, LLP, their restructuring advisor is AlixPartners LLP, and their financial advisor and investment banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP represents the Creditors' Committee. Garden City Group serves as claims and notice agent. BearingPoint disclosed total assets of $1.655 billion and debts of $2.201 billion as of December 31, 2008. On the petition date, BearingPoint filed a Chapter 11 plan of reorganization negotiated with lenders prepetition. BearingPoint, however, changed course and has instead pursued a sale of its units, after determining that creditor recoveries would be maximized through sales of the businesses. On December 22, 2009, the Bankruptcy Court entered an order confirming the Debtors' Modified Second Amended Joint Plan Under Chapter 11 of the Bankruptcy Code, dated December 17, 2009. On December 30, 2009, the Debtors satisfied the conditions precedent to the effectiveness of the Plan and on December 31, 2009, a Notice of Effective Date of the Plan was filed with the Bankruptcy Court. BLACK CROW: Final DIP Hearing on March 19 ----------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida will consider at a final evidentiary hearing on March 19, 2010, at 9:00 a.m., Black Crow Media Group, LLC, et al.'s request for postpetition credit and cash collateral use. The hearing will be held at 4th Floor Courtroom 4A, 300 North Hogan Street, Jacksonville, Florida. Objections were due March 9. The Court, in a second interim order, authorized the Debtors to obtain postpetition secured financing from Paul C. Stone and to use cash collateral until March 19. The DIP lender has committed to provide up to $1,500,000. The DIP facility will mature one year from the petition date. The DIP facility will incur interest at 12% per annum. In the event of default, the Debtors will pay an additional 2% default interest per annum. The Debtors' obligations under the DIP facility will be secured by postpetition cash and accounts receivable, and the proceeds therefrom, generated from the Debtors' business operations following the Closing Date. As set forth in the credit agreement, J. Michael Linn, the Debtors' President and CEO, has agreed to provide the DIP Lender, as additional collateral for the DIP Loan, a mortgage on a condominium located in Daytona Beach, Florida, which is owned by Mr. Linn. As adequate protection, the Debtors will grant the DIP Lender a first priority lien on all of the Debtors' cash and accounts receivables generated subsequent to the closing date and a superpriority administrative expense claim. The lien will be subordinate to payment of up to $100,000 of these expenses: (i) fees required to be paid to the Office of the U.S. Trustee; and (ii) fees and expenses incurred by the Debtors and the official committee of unsecured creditors, if any, in connection with compensation for services rendered or reimbursement of expenses allowed by the Court to the Debtors' or the Committee's professionals. The Debtors will also use the cash collateral to provide additional liquidity. About Black Crow Media Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak, Valdosta, Huntsville, Alabama, and Jackson, Tennessee. The Company filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172). The Company's affiliates -- Black Crow Media, LLC, et al. -- also filed separate Chapter 11 petitions. Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. BLOCKBUSTER INC: Seeks to Cut DVD Costs, May File Chapter 11 ------------------------------------------------------------ Blockbuster Inc. said in its annual report on Form 10-K that it is in talks with major studios to reduce its DVD costs and that it may file for Chapter 11. Blockbuster said it is currently in discussions with several major studios to maintain or improve its existing credit terms by pledging unencumbered Canadian assets as collateral for domestic studio payables. As an alternative, Blockbuster says it may borrow against its unencumbered Canadian assets. Blockbuster said that it aims to further reduce its general and administrative expenses by approximately $200 million by, among other things: (i) closing underperforming domestic company- operated stores; and (ii) restructuring and reengineering its organization and processes to increase efficiency and reduce its operating costs by $70 million for fiscal 2010. One of the strategies Blockbuster is pursuing involves an exchange of all or part of its $300 million Senior Subordinated Notes for Class A common stock. Blockbuster seeks to implement an exchange during the latter part of the second quarter or early part of the third quarter of 2010, depending on the timing of SEC clearance of the exchange documentation and when we receive, if necessary, shareholder approval. "It is possible that a successful and efficient implementation of an exchange or any of the other strategies we are pursuing will require us to make a pre-packaged, pre-arranged or other type of filing for protection under Chapter 11 of the U.S. Bankruptcy Code," Blockbuster said. A copy of the Annual Report is available for free at: http://researcharchives.com/t/s?597f About Blockbuster Inc. Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global provider of rental and retail movie and game entertainment. The Company provides its customers with convenient access to media entertainment anywhere and any way they want it -- whether in- store, by-mail, through vending and kiosks or digital download. With a highly recognized brand name and a library of over 125,000 movie and game titles, Blockbuster leverages its multi-channel presence to further build upon its leadership position in the media entertainment industry and to best serve the two million daily global customers and over 50 million annual global customers. The Company may be accessed worldwide at http://www.blockbuster.com/ Adverse Going Concern Opinion Anticipated The Company has said management anticipates the report of the Company's independent registered public accounting firm relative to the Company's 2009 consolidated financial statements will contain an explanatory paragraph indicating that substantial doubt exists with respect to the Company's ability to continue as a going concern. The Company's independent public accountants have advised management that such an opinion will be related to the risk that the Company will have a low level of liquidity, particularly as a result of decreased cash from operations. As the Company noted, it intends to explore strategic alternatives, one or more which could improve its liquidity. As reported by the Troubled Company Reporter on March 4, 2010, Moody's Investors Service downgraded Blockbuster's long term ratings, including its Probability of Default Rating and its Corporate Family Rating to Caa3 from Caa1. The outlook is negative. The speculative grade liquidity rating remains SGL-3. "The Caa3 Probability of Default Rating reflects the significant increase in the likelihood of a transaction Moody's would consider a distressed exchange and hence a default" said Maggie Taylor, Vice President and Senior Credit Officer at Moody's. "This is given Blockbuster's stated desire to pursue a transaction which would strengthen its capital structure, which when given its weak financial performance, may well result in it making an offer to exchange some of its debt at a material discount to par," Ms. Taylor added. As reported by the TCR on September 18, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Blockbuster to 'B-' from 'CCC'. The outlook is stable. BOMBARDIER INC: Fitch Assigns 'BB+' Rating on $1 Bil. Notes ----------------------------------------------------------- Fitch Ratings expects to assign a rating of 'BB+' to Bombardier Inc.'s planned issuance of at least $1 billion of senior unsecured fixed-rate notes with maturities not to exceed 10 years. This rating action repeats Fitch's announcement in a press release dated Feb. 8, 2010. BBD terminated its previous planned debt offer and related tender offer on March 8, 2010, due to unfavorable conditions in the debt capital markets. Earlier it announced new debt and tender offers that are similar to the previous offers. Refer to Fitch's press release dated Feb. 8, 2010 for a full description of the rating rationale. Proceeds from BBD's new debt will be available to fund a tender offer for up to $550 million of existing debt due between 2012 and 2014 and to support the company's liquidity. BBD has the option to increase the tender offer up to $1 billion, slightly less than the maximum of $1.25 billion in BBD's previous tender offer. Otherwise, the new tender offer is similar to the previous offer. BBD's ratings are supported by its business diversification, leading market positions and a large backlog that helps to reduce the near-term impact of order volatility. Over the long term, BBD is focused on building a stronger capital structure and further reducing leverage, which would help reduce its cost of funds and improve the company's financial and strategic flexibility. However, the Negative Rating Outlook incorporates weak demand in BBD's business jet market and pressure on free cash flow in 2011 largely related to working capital that could prevent significant improvement in the near term. These concerns are partly offset by BBD's substantial liquidity which will be supported by the new debt. BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the $1 billion senior unsecured notes to be issued by Bombardier Inc. The terms, conditions, amounts and expected use of proceeds of this transaction are substantially similar to the debt offering Moody's rated on February 8, 2010, that was subsequently terminated by the company due to unfavorable market conditions. Roughly 60% of the proceeds will be used to repurchase existing indebtedness with the remaining amount added to the company's cash position. Assignments: Issuer: Bombardier Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned at Ba2, LGD4 - 52% Moody's last rating action on Bombardier was on March 10, 2010, at which time the rating on its previously planned notes offering was withdrawn. Bombardier Inc., headquartered in Montreal, Quebec, is a diversified manufacturing company involved in the aerospace and transportation markets. BOSTON SCIENTIFIC: Moody's Retains 'Ba1' Ratings & Stable Outlook ----------------------------------------------------------------- Moody's commented that Boston Scientific Corporation's Ba1 ratings and stable outlook remain unchanged at this time following the company's announcement that it has stopped the shipment of and is retrieving U.S. field inventory of its ICD and CRT devices. Moody's understand that this voluntary action is related to the identification of two instances where manufacturing changes were not properly submitted to the FDA for approval. Although the timing of resolution remains uncertain, Moody's believe that in contrast to safety-related recall actions, this may be a less complex matter to resolve. However, if this matter becomes protracted, Moody's could reassess implications for the outlook and ratings. "If this matter remains unresolved for an extended period of time, it could have a material effect on cash flows at a time when Boston Scientific's liquidity is already strained by anticipated litigation payouts and upcoming debt maturities," said Diana Lee, a Moody's Senior Credit Officer. Moody's could take a negative rating action if it appears that the issue will have a substantial negative credit impact. Concerns would include: (1) effects on liquidity including possible covenant breaches; (2) effects on the ability of the company to refinance its upcoming maturities; (3) short and longer term effects on CRM sales and related cash flows; and (4) longer term impact on the company's CRM franchise. The last rating action on Boston Scientific was taken on February 1, 2010, when Moody's affirmed Boston Scientific's ratings and stable outlook following the announced $1.75 billion litigation settlement with Johnson & Johnson. Boston Scientific Corporation, headquartered in Natick, Massachusetts, is a worldwide developer, manufacturer and marketer of medical devices, specializing in a broad range of interventional and cardiac rhythm management devices. BRESNAN BROADBAND: S&P Puts 'B+' Rating on CreditWatch Developing ----------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B+' corporate credit rating on Purchase, N.Y.-based cable operator Bresnan Broadband Holdings LLC on CreditWatch with developing implications, which means that S&P could affirm, raise, or lower the ratings following completion of S&P's review. The CreditWatch listing follows recent press reports suggesting that Bresnan is exploring options regarding changes to its ownership. However, the company's issue-level ratings are not on CreditWatch as S&P expects Bresnan to repay this debt if a transaction is consummated. "While no transaction may ultimately be completed," said Standard & Poor's credit analyst Allyn Arden, "Bresnan's cable properties are well managed in an attractive and consolidating industry, which makes it an acquisition candidate for either a strategic or financial buyer." S&P will monitor developments regarding the potential sale or partial sale of the company and assess its impact on Bresnan's overall credit profile. When and if a transaction is announced, S&P will evaluate the effect on the parent company corporate credit rating if it survives. BROADWAY 401: Wins Approval of Plan to Sell Towers -------------------------------------------------- Michael Bathon at Bloomberg News reports that Broadway 401 LLC won court approval of its restructuring plan, paving the way for the Debtors to exit bankruptcy two months after seeking court protection. According to the report, U.S. Bankruptcy Judge Kevin J. Carey has granted Broadway permission to sell its assets for about $167 million as part of its plan to repay creditors owed about $252.9 million. The report relates that the terms of the Plan are: -- The senior lenders will get most of the proceeds from the sale, after financing for the restructuring and administrative costs are paid. The senior lenders are projected to recover 51% to 74% of their claims. -- The unsecured creditors won't get any payment under the Plan because the senior lenders aren't being paid in full. -- Mezzanine lenders will split $3.5 million as part of a lawsuit settlement related to loan guarantees made by some of Broadway's principals. About Broadway 401 LLC Broadway 401 LLC owns the Dumont Condominiums in Washington. New York-based Broadway 401 LLC, along with Broadway Mass Associates LLC, and Broadway Mass TIC I LLC, is owned by Lazar Muller, Samuel Weiss, Charles Herzka, David Weldler and the 1997 Neumann Family Trust. The Debtors acquired the property located at 401 Massachusetts Ave. and 425 Massachusetts Ave. between December 2004 and January 2006 for more than $47 million. Since that time, they've improved the properties with two 14-story residential towers containing 559 residential condominiums. The towers are known as "The Dumont" and are reportedly "vacant but essentially . . . complete and ready for occupancy." Broadway 401 filed for Chapter 11 bankruptcy protection on January 11, 2010 (Bankr. D. Delaware Case No. 10-10070). The Company's affiliates -- Broadway Mass Associates LLC; Broadway Mass TIC I LLC, et al. -- filed separate Chapter 11 petitions. Jamie Lynne Edmonson, Esq., at Bayard PA, assists the Debtors in their restructuring efforts. Broadway 401 listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. BRUNDAGE-BONE CONCRETE: Wants CTO to Resolve Wells Fargo's Concern ------------------------------------------------------------------ Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping, Inc., ask the U.S. Bankruptcy Court for the District of Colorado to approve a stipulation for the retention of chief turnaround officer; and compromise and settlement of the motions for the appointment of Chapter 11 examiner and Chapter 11 trustee. As reported in the Troubled Company Reporter on January 29, 2010, Wells Fargo Bank, N.A. (WF Bank), Wells Fargo Equipment Finance, Inc. (WFEFI) and Wachovia Financial Services, Inc. aka First Union Commercial Corporation (Wachovia) -- holders of secured claims in excess of $139 million -- sought for the appointment of a Chapter 11 trustee and an examiner in the Debtors' bankruptcy cases. The Debtors relate that the stipulation, entered among the Debtors, Wells Fargo, and the Official Committee of Unsecured Creditors, will resolve the examiner motion and the trustee motion. The parties agreed that, among other things: a. The Debtors will retain an officer with specifically delineated powers and duties, to be termed the Debtors' "chief turnaround officer". The retention of the CTO will be subject to approval by the Court. b. Compensation of the CTO will be subject to the requirements and procedures for compensation of professional persons, and subject to the provisions for interim compensation provided by the Court's prior order applicable to other professional persons retained in the Chapter 11 case. c. Upon expiration of the appeals period for the CTO Order, and no appeal having been taken, the examiner motion and the trustee motion will be deemed withdrawn without prejudice. About Brundage-Bone Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping services in the U.S. JLS Concrete Pumping services California and Nevada from its corporate headquarters in Ventura and from satellite yards in Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula, Thousand Oaks, and Ventura. Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010 (Bankr. D. Col. Case No. 10-10758). According to the schedules, the Company has assets of $325,708,061, and total debts of $230,277,103. CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Las Vegas-based Cannery Casino Resorts LLC by one notch. S&P lowered the corporate credit rating to 'B-' from 'B'. The rating outlook is negative. In addition, S&P lowered the issue-level rating on the company's first-lien credit facilities to 'B' (one notch higher than the 'B-' corporate credit rating) from 'B+'. The recovery rating on this debt remains at '2', indicating S&P's expectation of substantial (70%-90%) recovery in the event of a payment default. S&P lowered the issue-level rating on the company's second-lien credit facility to 'CCC' (two notches below the corporate credit rating) from 'CCC+'. The recovery rating on this debt remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "The corporate credit rating downgrade reflects operating performance that is meaningfully below S&P's previous expectations and its assessment that credit measures are likely to remain more in line with a 'B-' rating over the near term," said Standard & Poor's credit analyst Melissa Long. While Cannery has not yet completed its 2009 audit, S&P believes that, despite revenue increases in the teens, EBITDA fell in the double-digit percentage area. S&P's previous expectation had been for relatively flat operating performance in 2009, largely due to incremental gains from the opening of the permanent Meadows facility and incremental EBITDA from Eastside Cannery offsetting declines at the other Las Vegas locals properties. However, the permanent facility has been much slower to ramp up than S&P had previously expected and Eastside Cannery continues to struggle to generate a meaningful return on investment given difficult operating conditions in the Las Vegas locals market. The downgrade also reflects a revision of S&P's expectations for operating performance in 2010. S&P now expects that EBITDA in 2010 will decline in the low-teens percentage area, compared with S&P's previous expectation for slight growth. The revision of S&P's assumptions reflects its expectations for continued challenging operating conditions in the Las Vegas locals market and for competition from the recently opened Rivers Casino in downtown Pittsburgh, Pa. to continue to affect operating performance at the Meadows. Cannery recently secured an amendment to its first-lien credit facility that, to some extent, reduces S&P's previous expectation for a potential covenant breach in early 2010. The amendment loosened financial covenants and provided the company with the ability to use equity cures for any covenant compliance issues. While S&P is not forecasting a covenant violation under its performance expectations, the cushion with respect to the tightest covenant could be in the single-digit percentage area in 2010, which, in S&P's view, remains narrow. As part of the amendment, Cannery repaid about $91 million in first-lien debt and reduced its revolver to $70 million from $110 million. The majority of the proceeds used to repay debt came from the issuance of $75 million of pay-in-kind (PIK) preferred equity issued to the owners of the company. While S&P recognize the friendly nature of the holders of the PIK preferred equity, under its rating criteria, S&P considers the security to be debt-like in its calculation of leverage and coverage metrics. The 'B-' rating reflects Cannery's highly leveraged financial profile, the highly competitive dynamics of the Las Vegas locals market, and S&P's expectation that difficult operating conditions in this market, as well as in the greater Pittsburgh region, will continue over the next several quarters. Still, the company's cash flow diversification from operating in two markets on opposite sides of the country and its experienced management team, with a proven track record within the gaming industry, somewhat temper these negative rating factors. CAPITAL GROWTH: Pays All Debt Obligations Under Loan Agreement -------------------------------------------------------------- Capital Growth Systems Inc. said it has timely paid all debt service obligations under the Loan Agreement dated November 19, 2008, with Global Capacity Group Inc., Centrepath, Inc., 20/20 Technologies Inc., 20/20 Technologies I LLC, Nexvu Technologies LLC, Capital Growth Acquisition Inc., Vanco Direct USA LLC. On November 24, 2009, the Company had received formal notification from ACF CGS L.L.C. of certain covenant violations that have occurred and continue to exist under the Loan Agreement. The Company entered into a forbearance agreement on December 29, 2009, and March 8, 2010. Going Concern At September 30, 2009, the Company had total assets of $50,008,000 against total liabilities of $81,513,000, resulting in shareholders' deficit of $31,505,000. At December 31, 2009, the Company had shareholders' deficit of $1,797,000. The Company said its net working capital deficiency, recurring operating losses, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. However, the successful delivery on major customer contracts entered into since mid-2008 and continued success in closing these types of contracts are expected to move the Company into profitability. In addition to those new contracts, Management believes that the inclusion of VDUL's business and cash flows will have a positive impact on future results. At the same time, expenses are managed closely and lower-cost outsource opportunities are given case-by-case consideration. Notwithstanding, the Company continues to find support among its shareholders and other investors, as evidenced by the $5.6 million and $35.8 million financing completed in 2009 and 2008. This capital was used to fund the VDUL acquisition, to strengthen its core logistics business model, and to support existing operations. About Capital Growth Capital Growth Systems, Inc., and its subsidiaries operate in one reportable segment as a single source telecom logistics provider in North America and the European Union. The Company helps customers improve efficiency, reduce cost, and simplify operations of their complex gl CAPMARK FINANCIAL: Sells Advisory Business to Trecap Partners ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Capmark Financial Group Inc. won approval from the Bankruptcy Court to sell subsidiary Capmark Investments LP, a real estate equity investment advisory group. There were no competing bids, so Trecap Partners LP will buy the business for $19.2 million. The subsidiary has almost $3.5 billion of assets under management. According to the report, Capmark had three prior sales that generated more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. The military housing business went for $9 million to an affiliate of Jefferies Group Inc. The Japanese business was also sold. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CASCADE BANCORP: Posts $93.1 Million Net Loss in 2009 ----------------------------------------------------- Cascade Bancorp filed its annual report on Form 10-K, showing a net loss of $93.1 million for the year ended December 31, 2009, compared with a net loss of $134.6 million for the year ended December 31, 2008. Net interest income decreased to $72.7 million in 2009, as compared to $95.4 million in 2008. The Company's balance sheet as of Dec. 31, 2009, showed $2.194 billion in assets, $2.149 billion of debts, and $45.1 million of stockholders' equity. At December 31, 2009, the Company had net loans of approximately $1.510 billion and deposits of approximately $1.815 billion. Delap LLP, in Lake Oswego, Oregon, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a significant level of nonperforming assets, and is currently operating under written agreements with its principal banking regulators which require management to take a number of actions, including, among other things, restoring and maintaining capital levels to amounts that are in excess of the Company's current capital levels. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5956 Bend, Ore.-based Cascade Bancorp through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. CATALYST PAPER: S&P Raises Corporate Credit Rating to 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Catalyst Paper Corp. to 'CCC+' from 'SD'. Standard & Poor's also assigned its 'CCC+' issue rating to Catalyst's new 11% senior secured notes due December 2016, with a recovery rating of '4', indicating average (30%-50%) recovery in the event of a payment default. S&P also raised the rating on the company's unsecured debt issue to 'CCC-' from 'D' and changed the recovery rating to '6' from '5', indicating negligible (0%-10%) recovery in the event of a payment default. Finally, S&P raised the rating on Catalyst's senior unsecured notes to 'CCC-' from 'C' and changed the recovery rating to '6' from '5', indicating negligible (0%-10%) recovery in the event of a payment default. S&P removed the rating from CreditWatch with positive implications, where it had been placed March 10, 2010. The outlook is negative. "The ratings on Catalyst Paper Corp. reflect S&P's view of the company's highly leveraged capital structure, history of weak profitability, fiber supply issues, and its participation in cyclical commodity markets," said Standard & Poor's credit analyst Jatinder Mall. In Standard & Poor's opinion, the company's revenue diversity and improving cost profile partially mitigate these risks. Catalyst is the fourth-largest newsprint and uncoated groundwood specialty paper manufacturer by production capacity in North America. In addition, the company produces lightweight coated and market pulp. It's also one of the leading producers of directory paper in the world and owns the largest paper recycling operation in western Canada. Standard & Poor's considers the company's business profile as vulnerable. Catalyst operates in a cyclical industry with commodity products and, therefore, has a limited ability to influence prices. Demand for certain of the company's paper products, specifically newsprint and directory, is in secular decline due to continued migration to Internet. With the exception of the recently acquired Snowflake, Ariz., newsprint mill, which is on the lower end of the industry cost curve, S&P consider Catalyst's mills to be in the middle of the cost curve. Furthermore, the lack of upward integration and its concentration of mills on Vancouver Island expose Catalyst to fiber shortages and currency fluctuations. The company's has been focused on restructuring its business and reducing costs per metric ton. In the past couple of years it has reduced its work force, renegotiated labor contracts, and closed its Elk Falls, B.C. pulp and linerboard operations. The negative outlook reflects Standard & Poor's expectation that demand for Catalyst's products will continue to decline and will result in lower profitability and lower liquidity in 2010, placing further pressure on already-weak credit metrics. S&P could lower the ratings on Catalyst if negative cash generation leads to a liquidity position that is less than $100 million. S&P could raise the ratings if improvement in pulp prices and demand over the next couple of quarters leads to better-than-expected profitability and improved liquidity. CATHOLIC CHURCH: Fairbanks' Berger Wants Distribution Procedures ---------------------------------------------------------------- Robert L. Berger, settlement trustee under the Catholic Bishop of Northern Alaska's Third Amended and Restated Joint Plan of Reorganization, asks the U.S. Bankruptcy Court for the District of Alaska to issue an order determining that after his compliance with proposed procedures: (a) he will have discharged his responsibilities under the Plan and the Settlement Trust if he pays amounts due from the Settlement Trust to the client trust account of the attorneys, who have delivered signed retainer agreements with a Tort Claimant instead of paying the amounts directly to the Tort Claimant; and (b) that Tort Claimants will have no rights or remedies against the Settlement Trustee if the distributions from the Settlement Trust are paid to the client trust account for their counsel of record. Mr. Berger tells the Court that he had intended to divide distributions due to Tort Claimants represented by counsel into two sets of checks or wires: (i) a distribution on account of attorneys' fees and costs, aggregated for attorneys with multiple clients, to Qualified Counsel, and (ii) a check payable to the individual Tort Claimant on account of the Tort Claimant's claim in the bankruptcy case. For those Tort Claimants represented by counsel of record, Mr. Berger notes that he intended to deliver the checks to the counsel. He also discloses that he has been in contact with counsel of record for Tort Claimants, who have requested that distributions to their clients be made directly to State Court Counsel's client trust accounts. The Settlement Trustee proposes that he satisfy his duty to make distributions from the Settlement Trust to Tort Claimants by making distributions to State Court Counsel's client trust accounts on these conditions: (a) Transfers from the Settlement Trust to the State Court Counsel's client trust accounts will be made by wire transfer or by check; (b) Prior to the transfer of any funds to the State Court Counsel, the Settlement Trustee will transmit to the State Court Counsel an accounting of the distributions due their clients pursuant to the Plan and will require written approval of the accounting. The accounting will reflect the cash reserves established by the Settlement Trustee, the gross amount of the distribution to the Tort Claimant, the fees due under the retainer agreements provided to the Settlement Trustee, the costs as set forth in the State Court Counsel's cost statements; (c) Entry of an order providing that upon the Settlement Trustee's compliance with the distribution procedures and the completion of the transfers to the State Court Counsel's client trust accounts, the Settlement Trustee has fully and completely performed his duties under the Plan and none of the Tort Claimants or State Court Counsel will have any claim against the Settlement Trustee. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Fairbanks Wants Until May to Sue Greens -------------------------------------------------------- The Catholic Bishop of Northern Alaska sought and obtained an extension through May 31, 2010, of the time within which it may file a complaint pursuant to Section 544 of the Bankruptcy Code against Louis Green, Sr., and Nancy Green; and Mary's Igloo Native Corporation. The Diocese's deadline to file a Section 544 complaint was March 1, 2010. In light of recent claims alleged by the Greens and Mary's Igloo asserting unrecorded liens or interest in the Pilgrim Hot Springs Property, the Diocese is concerned that a Section 544 complaint may become necessary, Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona, told the U.S. Bankruptcy Court for the District of Alaska. Mr. Nye reminded Judge MacDonald that an integral part of the Diocese's confirmed Joint Amended and Restated Plan of Reorganization is the sale of the Property. Mr. Nye asserted that in addition to the Greens' unrecorded claim, the Diocese received claims from Mary's Igloo that the Diocese leased Pilgrim Springs from Mary's Igloo and that true title to the property rests in Mary's Igloo. He noted that Mary's Igloo has been unable to produce proof of its alleged interest in Pilgrim Springs. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Wilmington Committee to Retain Morgan Lewis ------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Morgan, Lewis & Bockius LLP as its special insurance counsel. As special insurance counsel, Morgan Lewis will assist and advise the Creditors Committee and its counsel in: (a) analyzing insurance issues relating to any proposed plan of reorganizations, mediations and settlement discussions in the case; (b) negotiating with insurance companies having potential liability for the Diocese's tortuous acts; and (c) litigating insurance coverage issues. The Creditors Committee sought a negotiated blended rate, and Morgan Lewis has agreed, that all attorneys will be billed at $475 per hour and paraprofessionals will be billed at $260 per hour. These are already discounted hourly rates of the principal Morgan Lewis attorneys, who will be involved in the engagement: Paul Zevnik $825 Michel Horton $750 Paul Richler $730 Jill Baisinger $530 David Cox $500 Mark Sherer $440 Prescott Littlefield $300 Jessica Zetwick $300 Morgan Lewis will also be reimbursed for all other expenses incurred in connection with its retention. Paul Richler, Esq., a partner in Morgan Lewis, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Wilmington Committee Wants Case Mediator --------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to appoint Thomas Rutter, Esq., in Philadelphia, Pennsylvania, as case mediator. Laura Davis Jones, Esq., at Pachulski Stang, in Wilmington, Delaware, relates that the Creditors Committee and the Diocese seek a negotiated settlement of the Chapter 11 case. The Parties agree that mediation in the case is a means for achieving a consensual reorganization. Ms. Jones notes that in six of the seven other Catholic-affiliated Chapter 11 cases, mediation was the vehicle for resolving all or substantially all of the disputed issues. The Creditors Committee believes that other parties-in-interest, including parishes and religious orders, also support mediation of the case and that a substantial likelihood exists that they would participate in a multi-party effort to mediate the abuse claims against them. The Creditors Committee, however, doubts that the defendants in the Pooled Investment Account litigation would participate in mediation. Ms. Jones asserts that Mr. Rutter is nominated as mediator based on his extensive experience in mediating sexual abuse and personal injury claims, which experience includes mediating prepetition sex abuse claims against the Diocese and affiliated entities. The Creditors Committee believes that Mr. Rutter initially became involved in the sexual abuse cases via a referral from retired Superior Court Judge Vincent Bifferato, Sr., Chairman of the Diocesan Review Board. The Creditors Committee further believes that it is likely to reach an agreement on a mediation order with the Diocese but it is concerned that the Parties will not reach a speedy agreement on the identity of the mediator. Hence, Ms. Jones avers, submitting the matter to the Court through the request was the best way of ensuring that prompt progress would be made towards resolving any impasse. Judge Sontchi will commence a hearing on April 6, 2010, to consider the request. Objections are due on March 30. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Wilmington Panel Retains BMI as Consultant ----------------------------------------------------------- The Official Committee of Unsecured Creditors of the Catholic Diocese of Wilmington, Inc., obtained authority from the U.S. Bankruptcy Court for the District of Delaware to retain Business Management International as its consultant, nunc pro tunc to January 5, 2010. The Creditors Committee has filed applications to retain Pachulski Stang Ziehl & Jones LLP as counsel, and LECG LLC as its financial advisor. LECG, in connection with its financial advisory services to the Creditors Committee, asked the Diocese to provide it with an electronic version of the Diocese's accounting system and general ledger. In response, the Diocese's financial advisor advised LECG that the Diocese uses the Navision accounting system, and that due to technological issues, the Diocese would be somewhat limited on the form of information that it could extract from the Navision system. Neither Pachulski Stang nor LECG are licensed to use Navision, relates Laura Davis Jones, Esq., at Pachulski Stang, in Wilmington, Delaware. She adds that neither the professionals of her firm nor LECG are trained in the use the Navision system. Given the importance of Diocese's financial information to the many disputes in the bankruptcy case over what funds constitute property of the bankruptcy estate, the Creditors Committee has determined that it needs to employ a consultant that is trained and licensed to use Navision to obtain all of the Diocese's financial information. As a consultant, BMI will assist the Creditors Committee with respect to its review of the files contained in the Diocese's Navision database pursuant to the terms set forth on the Letter of Engagement. BMI is an authorized Microsoft Dynamics NAV, formerly Navision, Business Partner, is licensed to use Navision, and has a wealth of experience in working with Navision, explains Ms. Jones. BMI will be paid at its regular hourly rates for its professionals and paraprofessionals, and will be reimbursed of necessary expenses. Laurel Loehlin will be the primary BMI professional responsible to render the sought services, and her billing rate is $200 per hour. Ms. Loehlin, BMI's Vice President of Operations, assures Judge Sontchi that BMI is a "disinterested person," within the meaning of Section 101(14) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CC MEDIA: Revenues Down 17% in 2009; Economic Downturn Blamed ------------------------------------------------------------- CC Media Holdings Inc. reported results for its fourth quarter and year ended December 31, 2009. CC Media Holdings reported revenues of $5.6 billion for 2009, a decline of 17% as compared to 2008. The decline in the Company's revenues resulted from the global economic downturn and related decrease in advertising spend worldwide. In 2009, CC Media Holdings undertook a restructuring of its businesses partly in response to the decline in advertising revenues, and reduced total operating expenses to $4.0 billion for 2009, a 14% decrease compared to 2008. CC Media Holdings reported revenues of $1.5 billion for the fourth quarter of 2009, a decline of 6% compared to $1.6 billion for the fourth quarter of 2008. The fourth quarter decline, as compared to the same period of 2008, was an improvement over larger declines in each of the first three quarters of 2009 when compared to the same periods in 2008. Mark Mays, President and CEO of CC Media Holdings, commented: "We began to see encouraging trends in the global advertising environment during the fourth quarter, as our overall revenues demonstrated sequential improvement in the final three months of the year." Mark Mays further noted: "During the past year, we have implemented a concerted plan to achieve significant cost efficiencies across our operations. We have also strengthened our management team and sales organization and made considerable progress in developing our content distribution and advertising capabilities. These efforts will continue in 2010 as we seek to maximize our performance. We have a world-leading platform in the out-of-home media market, which enables us to deliver what we believe is an exceptional value proposition to advertisers. As we drive revenue growth across our operations, we believe we will increasingly benefit from our improved operating leverage, resulting in increased returns for our shareholders." Fourth Quarter 2009 Results CC Media Holdings reported revenues of $1.5 billion in the fourth quarter of 2009, a decrease of 6% from the $1.6 billion reported for the fourth quarter of 2008, and revenues would have declined 8% excluding the effects of movements in foreign exchange rates.1 The Company's operating expenses decreased 12% to approximately $1.1 billion during the fourth quarter of 2009 compared to the fourth quarter of 2008, and would have declined 14% excluding the effects of movements in foreign exchange rates.1 Also included in the Company's fourth quarter 2009 operating and corporate expenses are approximately $51.1 million of restructuring and other non- recurring charges related to our restructuring program and $11.3 million of non-cash compensation expense. The Company's income before discontinued operations in the fourth quarter of 2009 increased to $149.7 million compared to a loss before discontinued operations of $5.0 billion for the same period in 2008. CC Media Holdings' OIBDAN was $360.3 million in the fourth quarter of 2009, a 16% increase from the fourth quarter of 2008.1 Full Year 2009 Results For the full year, CC Media Holdings reported revenues of $5.6 billion, a decrease of 17% from the $6.7 billion reported for the same period in 2008. Excluding the effects of foreign exchange, the decline would have been 15%.1 The Company's operating expenses decreased 14% to $4.0 billion during the year compared to 2008, and excluding the effects of movements in foreign exchange rates the decline would have been 12%.1 Also included in the Company's 2009 operating and corporate expenses were approximately $39.8 million of non-cash compensation expense and approximately $164.4 million of restructuring charges. The Company's loss before discontinued operations for the full year 2009 was $4.0 billion compared to a loss before discontinued operations of $4.6 billion for 2008. CC Media Holdings' OIBDAN was $1.3 billion in 2009, a 29% decrease from 2008.1 A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?5933 About CC Media Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings Inc. As reported by The Troubled Company Reporter on February 24, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on San Antonio, Texas-based CC Media Holdings Inc. and its operating subsidiary, Clear Channel Communications Inc. (S&P rates both entities on a consolidated basis), by one notch. The corporate credit rating was lowered to 'B-' from 'B'. These ratings remain on CreditWatch with negative implications, where they were placed Feb. 13, 2009, reflecting S&P's concerns over financial covenant compliance. The TCR reported on January 7, 2009, that participations in a syndicated loan under which Clear Channel Communications is a borrower traded in the secondary market at 49.80 cents-on-the- dollar during the week ended January 2, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.87 percentage points from the previous week. Clear Channel Communications pays interest at 365 points above LIBOR. The bank loan matures on December 30, 2015. The bank loan carries Moody's B1 rating and Standard & Poor's B rating. * * * According to the Troubled Company Reporter on December 22, 2009, Standard & Poor's Ratings Services said that its ratings on CC Media Holdings Inc. (CCC+/Positive/--) and related entities remain unaffected by the proposed upsizing of the senior notes issuance by operating subsidiary Clear Channel Worldwide Holdings Inc. to $2.5 billion from $750 million. CENTAUR LLC: Gets Interim Okay to Use Cash Collateral ----------------------------------------------------- Centaur, LLC, et al., sought and obtained authorization from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral on an interim basis. As of the Petition Date, the Debtors have approximately $23 million of cash on hand which, along with revenues generated on a going forward basis, comprise cash collateral of the prepetition secured parties. The Debtors say that they have obtained the first lien secured parties' consent to use cash collateral. In September 2008, the Debtors entered into a $160 million amended and restated first lien revolving credit and term loan agreement with Credit Suisse, as administrative agent and collateral agent, and certain lenders. As of the Petition Date, not less than $382.5 million in principal amount was outstanding under the first lien credit facility. In exchange for using cash collateral, the Debtors will grant the prepetition secured parties replacement liens on substantially all of the Debtors' prepetition and postpetition assets and property, as well as allowed superpriority administrative claim against the Debtors' estates. The Debtors will also pay reasonable monthly fees and expenses of certain professionals retained by the First Lien Agent and the First Lien Lenders. The Debtors promise to provide the lenders monthly reports. Jefrey M. Schlerf, Esq., at Fox Rothschild LLP, the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Court has set a final hearing for March 29, 2010, at 10:00 a.m. on the Debtor's request to use cash collateral. Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- is an Indianapolis, Indiana-based company involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Delaware Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $500,000,001 to $1,000,000,000 as of the Petition Date. CENTRAL GARDEN: Moody's Upgrades Ratings on New Notes to 'B2' ------------------------------------------------------------- Moody's Investors Service upgraded the rating of Central Garden & Pet Company's new subordinated notes to B2 from B3 following the upsizing of the offering to $400 million from $300 million. At the same time, the rating of the secured revolver was upgraded to Ba2 from Ba3, while the rating of the secured term loan was withdrawn. The B1 corporate family rating, B1 probability of default rating and SGL 2 speculative grade liquidity rating were affirmed. The rating on the existing $150 million subordinated notes will be withdrawn when the amounts that were not tendered are retired. The rating outlook remains positive. Proceeds from the offering were used to repay the term loan and to tender for $135 million of the existing subordinated notes. "The one notch upgrade in the new subordinated notes is because there is now less senior debt in Central Garden's capital structure following the full repayment of the term loan" said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. The one notch upgrade in the secured credit facility to Ba2 reflects the senior creditors improved position in Central Garden's capital structure as there is now more junior debt to absorb losses in the event of default. These ratings were upgraded/assessments revised: * $400 million subordinated notes to B2 (LGD 5, 73%) from B3 (LGD 5, 80%) * $350 million senior secured revolving credit facility due 2011 to Ba2 (LGD 2, 28%) from Ba3 (LGD3, 39%); These ratings were affirmed: * Corporate family rating at B1; * Probability of default rating at B1; * Speculative grade liquidity rating at SGL 2; This rating was withdrawn: * $300 million senior secured term loan at Ba3 The last rating action for Central Garden was on February 24, 2010, where Moody's rated the new $300 million subordinated notes B3 and affirmed the corporate family rating at B1. Central Garden & Pet Company, located in Walnut Creek, California, manufactures an array of branded lawn and garden and pet supply products, and operates as a distributor for other manufacturers' products in both of these segments. Sales were $1.6 billion for the twelve months ended December 31, 2009. CENTRAL METAL: Examiner Hearing Postponed to Give Way for Talks --------------------------------------------------------------- The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California has continued until April 27, 2010, at 11:00 a.m. the hearing on creditor Center Bank's motion for appointment of an examiner. Objections, if any, are due on April 13, 2010. Any reply papers must be filed not later than 4:00 p.m. (PST) on April 20, 2010. The Debtor relates that the stipulation entered with Center Bank, General Electric Capital Corporation and Colonial Pacific Leasing Corporation, Bank of America, N.A., and Banc of America Leasing & Capital LLC, and the Official Committee of Unsecured Creditors, will: -- give additional time for the Debtor, Center Bank and the Committee to conduct discovery; and -- allow time for discussions that will resolve concerns without the need for the examiner motion. Huntington Park, California-based Central Metal, Inc., is a fully integrated scrap metal processing company that purchases, processes and sells ferrous and non-ferrous metals domestically and internationally. The Company is one of the largest processing companies on the West Coast, has one of the largest land sites and processing capacities, and is fully diversified in its business portfolio that entails dynamic trading relationships with renowned metal manufacturers around the world. The Company filed for Chapter 11 bankruptcy protection on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642). Juliet Y. Oh, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CHEMTURA CORP: $3.7 Mil. in Claims Change Hands in 16 Days ---------------------------------------------------------- For the period from February 16 to March 4, 2010, about 46 entities transferred their claims, totaling more than $3,667,196, against the Debtors to these entities: Transferee Transferor Claim Amount ---------- ---------- ------------ Blue Heron Micro RJ Process Equipment $240 Opportunities Fund LLP Co. Coin Op Specialists, 206 Inc. State Electric Supply 163 Company Retail Marketing 928 Solutions, Inc. Robert Kass 500 Stover Auto Supply 227 Civil Construction 358 Contractors LLC Scientific Testing 500 Laboratory, Inc. Covenant Logistics 350 Florida Cattlemens 245 Institute and Allied Trade Show Marilyn Fulton 485 Sunshine Pools Bye 170 Longacre Opportunity Baker & Daniels LLP 22,477 Fund L.P. 4,417 Andrew Management 10,950 Group, Inc. 44,533 23,581 Crawler Supply Company, 36,904 Inc. JM Bozeman Enterprises, 13,041 Inc. 13,041 13,041 Dedicated Transport LLC 12,000 10,741 Plastican, Inc. 509,249 324,744 Centro, Inc. 70,564 2,890 81,415 International Waxes, 46,659 Inc. Morgantown Utility 20,716 Board Stolthaven New Orleans 60,232 LLC 35,434 Stolthaven Houston, Inc. 64,701 Stolt Tank Containers BV 26,572 Stolt Nielsen USA, Inc. 21,490 Carbone of America Corp. 120,932 Integrative Logic 71,752 64,036 KLW Plastics, Inc. 31,562 31,562 41,442 Panther II 21,807 Corre Opportunities Fund Mangum Contracting, Inc. 21,777 L.P. Mussop, Inc. 77,367 Slingshot Product 3,316 Development Ziegler Tools, Inc. 26,063 Brockerhoff 38,013 Environmental Services LLC Screw Conveyor Corp. 1,405 Pylam Products Co., Inc. 1,513 Process & Power, Inc. 6,066 Paragon Brokers 12,181 Joe F. Ballin 1,050 Cocochem USA 132,854 Corrpro Companies 1,070 Process & Power, Inc. 6,066 Georgia Natural Gas 72,942 Services AG Processing, Inc. 511,132 Schuetz Container Sys 58,526 (Shanghai) 73,482 Cardinal Container 40,535 Services TDC LLC 273,424 4,392 Claims Recovery Group Sidley Austin LLP 3,690 LLC C And C Boiler Sales 4,575 And Service In Hain Capital Holdings, Calabrian Corporation 19,261 Ltd. Securitas Security 96,927 Services USA, Inc. Rexam Closures and 143,813 Containers, Inc. 14,703 United States Debt Celadon Logistics 112,225 Recovery III LP Services, Inc. Liquidity Solutions, All Chemical Trans 51,971 Inc. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Expands Antioxidants & UV Stabilizers Business ------------------------------------------------------------- Chemtura Corporation, debtor-in-possession, announced that it has entered into a number of new agreements through its worldwide subsidiaries to increase its capacity of antioxidants and UV stabilizers in order to position itself for worldwide growth and to more effectively serve its global customers. The actions support Chemtura's overall objective of utilizing its proprietary technology to expand its presence in the growing global markets. These actions build upon the earlier announcements of Chemtura's geographical expansion in the Middle East. "Our customers' response to our new global growth strategy for antioxidants and UV stabilizers has been extremely positive. Today's leading polymer producers require their suppliers to supply product globally and be committed to innovation," said Peter Smith, head of Chemtura's Global Antioxidant and UV Stabilizer Group. "With our expansion plans, we intend to be the most innovative and global supplier focused on meeting the local requirements of our customers," Smith said. "To support global growth, Chemtura will continue to supply antioxidants through a combination of technology licensing, global sourcing agreements, and our own global manufacturing network in the Middle East, Asia, North America, South America and Europe. Today we have a substantial global capacity for antioxidants with the broadest range of chemistry, making us a clear industry-leading producer." As part of this growth initiative, Chemtura plans to build on its existing alkylated phenol capacity, the key raw material in the manufacture of antioxidants, with the addition of new capacity and a new range of specialty alkylated phenols to be produced at its Catenoy site in France. The alkylated phenols are used as intermediates in a number of Chemtura products and also are sold in the outside marketplace. Chemtura plans to produce its new Weston(R) 705 product at multiple sites around the world. In the first commercial development phase, total annual capacity will adequately supply the needs of the marketplace. This brand new family of phosphite antioxidants offers significant benefits over the older powder Alkanox(R) 240 type material, especially in terms of end-user performance and overall cost. Complimenting the new liquid antioxidants and to support its growth in "Powder-Free Solutions" using its proprietary NDB(R) technology, Chemtura has entered into a definitive agreement to cooperate with Everspring Corporation of Taiwan to develop and manufacture a range of phenolic antioxidants, including Anox 20(R) and Anox(R) PP18. "We selected Everspring as our partner of choice based on their proven commitment to the quality of product which fully met our specifications," said Smith. Chemtura is expanding its own capacity of Alkanox(R) 240 phosphite antioxidants with additional capacity in Asia and the Middle East. "These strategic changes underscore our commitment to our global Antioxidant and UV stabilizer business," said Chemtura Chairman, President and CEO Craig Rogerson. "These actions will support growth and allow us to take advantage of global expansion opportunities, especially in the Middle East and throughout Asia. We intend to make further moves to expand our global capability to serve our customers as effectively as possible." Chemtura's antioxidants and UV stabilizers, which are sold under the Chemtura trade namesAnox(R) Antioxidants, Alkanox(R) Antioxidants, Weston(R) Antioxidants, Ultranox(R) Antioxidants, Naugard(R) Antioxidants, Lowilite(R) Hindered Amine Light Stabilizers, and Lowilite(R) Ultraviolet Light Absorbers, are widely used in the manufacture of plastics to increase end- product strength and durability. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Sues AIG Parties for Coverage on Diacetyl Claims --------------------------------------------------------------- Chemtura Corporation and Chemtura Canada Co./Cie. filed a complaint against AIU Insurance Company, American Home Assurance Company, American International Specialty Lines Insurance Co. n/k/a Chartis Specialty Insurance Company, Granite State Insurance Company, Illinois National Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pennsylvania. The Debtors believe that American International Group is the ultimate parent corporation for each of the Defendants. James G. McCarney, Esq., at Howrey LLP, in New York, adds that another AIG corporate entity, AIG Domestic Claims, Inc., n/k/a Chartis Claims, Inc., handled all of the Diacetyl Claims on behalf of the Defendants. Thus, the Debtors have dealt with AIGDC, in their attempt to obtain coverage for the Diacetyl Claims under the AIG Policies. Under the Complaint, the Debtors seek a declaration that the AIG Defendants are obligated under insurance policies they sold to the Debtors to: (a) defend fully or pay in full the costs of defending against claims that have been filed against the Debtors alleging injuries caused by exposure to diacetyl manufactured and sold by the Debtors; and (b) indemnify in full any liability that the Debtors have incurred, or may incur, with respect to the Diacetyl Claims, including any and all sums paid in connection with a judgment or settlement. The AIG Defendants sold occurrence-based policies to the Debtors from 1982 to 1986 and 1996 to 2001. The Debtors also seek damages resulting from National Union's breach of its contractual obligations to: -- defend the Debtors fully or to pay in full the costs of defending the Debtors against the Diacetyl Claims; and -- indemnify the Debtors for certain liabilities they incurred in settlement of certain Diacetyl Claims. The Debtors seek money damages and other relief from National Union because it unreasonably, consciously, and deliberately breached its duty to honor its coverage obligations with respect to the Diacetyl Claims, Mr. McCarney says. Despite agreeing to defend the Debtors, National Union was consistently and significantly delinquent in satisfying its defense obligations for the Diacetyl Claims, Mr. McCarney points out. Specifically, he discloses that National Union: -- failed to reimburse Chemtura for approximately $600,000 in defense costs that the Debtors incurred in defending Diacetyl Claims prior to September 30, 2008; -- has not paid approximately $2,100,000 in defense costs for the Diacetyl Claims incurred during the period from October 1, 2008 to September 30, 2009; and -- has not paid any defense costs for the Diacetyl Claims incurred after September 30, 2009. Despite the fact that National Union acknowledged its duty to defend the Debtors, National Union has not acknowledged its duty to defend Chemtura Canada for the Diacetyl Claims under the 1999- 2000 National Union Policy, Mr. McCarney contends. He adds that the AIG Defendants have also denied that any of the AIG Policies, including the 1999-2000 National Union Policy, have an indemnity obligation with respect to the Diacetyl Claims. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CIRTRAN CORPORATION: Shaher Hawatmeh Steps Down as COO ------------------------------------------------------ CirTran Corporation said Shaher Hawatmeh resigned as the chief operating officer effective March 5, 2010. The Company has not yet hired a new COO. A full-text copy of the Company's separation agreement with Mr. Hawatmeh is available for free at http://ResearchArchives.com/t/s?590f About CirTran Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC BB: CIRC) -- http://www.CirTran.com/-- is an international, full- service contract manufacturer. CirTran's operations include: CirTran-Asia, a subsidiary with principal offices in ShenZhen, China, which manufactures high-volume electronics, fitness equipment, and household products for the multi-billion-dollar direct response industry; CirTran Online, which offers products directly to consumers through major retail web sites, and CirTran Beverage, which has partnered with Play Beverages LLC to introduce the Playboy Energy Drink(TM). * * * At September 30, 2009, the Company had $14,529,397 in total assets against $17,292,640 in total liabilities. The September 30 balance sheets showed strained liquidity: The Company had $9,219,607 in total current assets against $15,471,185 in total current liabilities. At September 30, 2009, the Company had accumulated deficit of $35,917,265 and stockholders' deficit of $2,763,243. CIRTRAN CORP: Completes Rights and Responsibilities Transfer ------------------------------------------------------------ CirTran Corporation has successfully transferred its rights and responsibilities to CirTran's open and active purchase orders relating to its legacy electronics contract manufacturing business to new owners who will lease equipment and space, allowing a slimmed-down CirTran to focus on areas of growth and profitability. Iehab J. Hawatmeh, CirTran's president and CEO, said the company will concentrate its "energy, resources and efforts on areas of major growth and maximum profit potential. The `new CirTran'," he said, "will benefit from having shed the burden of financing and housing our contract manufacturing business in the U.S. while we look to grow elsewhere." Mr. Hawatmeh said that CirTran,transferred its rights and responsibilities to the open and active purchase orders relating to its legacy contract manufacturing business to Katana Electronics, LLC, a Utah limited liability company. Katana is headed by Shaher Hawatmeh, the previous COO of CirTran from 1995 until forming the new company. CirTran's Hawatmeh said Katana has leased some 19,000-square feet of manufacturing space as well as electronic equipment. In addition, he said Katana is retaining CirTran employees who worked in the contract manufacturing area, calling it "a seamless transition for one and all." "With this strategic move, CirTran will reduce costs dramatically while generating revenue as a landlord and by leasing equipment," Mr. Hawatmeh said. "Along with an immediate expected positive impact on our bottom line, the new CirTran will be better able to focus on areas where we are and can be most successful." Growing What is Already Growing CirTran, Mr. Hawatmeh said, will channel its energies "on growing what is already growing," citing in particular the company's Playboy Energy Drink product line, consumer products manufactured by CirTran-Asia, and its efforts to develop and expand its mass merchant retail channels in the U.S. Playboy Energy Drink is manufactured and distributed by CirTran Beverage Corp. on behalf of Play Beverages, LLC, a licensee of Playboy Enterprises International, Inc., in conjunction with CirTran Beverage Corporation, a wholly owned subsidiary of CirTran. Launched through test marketing campaigns in late 2007, Playboy Energy Drink is available in 8.4- and 16-ounce sizes in both regular and sugar free, and is available at bars, restaurants and retail stores in the U.S. as well as in 11 countries in Europe and the Middle East. In addition to expanding beverage sales, CirTran will focus on gaining contract to manufacture high-volume electronics, fitness equipment and household products for the multi-billion dollar sold-on-TV/direct response and online markets. Mr. Hawatmeh said that the company will also "work to leverage its relationships with major international retailers to bring a mix of CirTran products to shelves in the U.S. and around the world." About CirTran Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC BB: CIRC) -- http://www.CirTran.com/-- is an international, full- service contract manufacturer. CirTran's operations include: CirTran-Asia, a subsidiary with principal offices in ShenZhen, China, which manufactures high-volume electronics, fitness equipment, and household products for the multi-billion-dollar direct response industry; CirTran Online, which offers products directly to consumers through major retail web sites, and CirTran Beverage, which has partnered with Play Beverages LLC to introduce the Playboy Energy Drink(TM). * * * At September 30, 2009, the Company had $14,529,397 in total assets against $17,292,640 in total liabilities. The September 30 balance sheets showed strained liquidity: The Company had $9,219,607 in total current assets against $15,471,185 in total current liabilities. At September 30, 2009, the Company had accumulated deficit of $35,917,265 and stockholders' deficit of $2,763,243. CIT GROUP: Post-Bankruptcy Net Worth Rose to $41.99 a Share ----------------------------------------------------------- CIT Group Inc., in its first formal update of its net worth since last year's bankruptcy, said book value increased 5% to $41.99 a share. Total ending equity to total ending assets was at 14.0% as of Dec. 31, 2009, compared to 10.1% at the end of 2008. CIT Group and its units reported $60.03 billion in total assets and $51.63 billion in total debts as of Dec. 31, 2009. The Company recorded a net loss of $3.8 million for the year ended Dec. 31, 2009, compared with a net loss of $2.86 billion for 2008. Loss from continuing operations before reorganization items, fresh start accounting adjustments and income taxes was at $4.1 billion in 2009, compared with $1.08 billion in 2008. CIT Group emerged from bankruptcy on Dec. 10, 2009. "The restructuring strengthened our liquidity and capital. Debt levels were reduced by approximately $10.4 billion, and principal repayments on $23.2 billion of new second lien notes do not start until 2013, relieving near-term funding stress," the Company said in its annual report on Form 10-K. A copy of the Annual Report is available for free at: http://researcharchives.com/t/s?5980 About CIT Group CIT Group Inc. (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 Fortune 500. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. On December 11, CIT emerged from bankruptcy. CITADEL BROADCASTING: Wins Approval of Plan Outline --------------------------------------------------- Citadel Broadcasting Corporation and its debtor-affiliates received approval of the disclosure statement explaining their modified Chapter 11 plan of reorganization. With the approval of the plan outline, the Debtors will begin soliciting votes on the Plan. Voting deadline would be on May 3. The Debtors will present their plan for confirmation on May 12. Objections to confirmation are due May 3. Citadel has modified its Chapter 11 plan to incorporate a global settlement with JP Morgan Chase, as agent to prepetition lenders owed $2.14 billion and the Official Committee of Unsecured Creditors. As a result, each of the Debtors' major creditor constituencies is supportive of the Plan and the Debtors' expeditious emergence from chapter 11. As stated in the Original Plan, holders of equity interests won't recover anything. Holders of administrative claims will be fully paid. According to the Modified Disclosure Statement, the Debtors' secured lenders, whose claims total $2.14 billion will receive on account of the secured portion of their claims a Pro Rata share of (i) a new term loan in the principal amount of $762.5 million, with a 5-year term and an interest rate of LIBOR + 800 (and a LIBOR floor of 3%) ; (ii) 90% of the new common stock of Reorganized Citadel, subject to dilution for distributions of New Common Stock under Reorganized Citadel's Equity Incentive Program.; and (iii) Cash. Holders of General Unsecured Claims, which the Debtors estimate to be approximately $343.5 million in the aggregate, including the Senior Credit Deficiency Claim in the stipulated amount of $267.2 million,4 will receive (i) a pro rata share of 10% of the New Common Stock and a Pro Rata share of $36 million in Cash. According to the Modified Disclosure Statement, holders of secured senior claims will recover 82% of their claims and holders of general unsecured claims will recover 36%. For purposes of allocating distributions between Holders of Senior Claims and Holders of General Unsecured Claims under the Plan, the value of the secured portion of the Senior Claims has been stipulated at an amount that is the difference between the total Senior Claims and the Senior Credit Deficiency Claim, or approximately $1.8772 billion. The total recovery for Holders of Senior Claims (which aggregate $2,144,387,154), including recoveries on account of the Senior Credit Deficiency Claim included in Class 4, is approximately 76%. A copy of the Modified Plan is available for free at: http://bankrupt.com/misc/Citadel_Modified_Plan.pdf A copy of the Modified Disclosure Statement is available for free at: http://bankrupt.com/misc/Citadel_Modified_DS.pdf Objections Virtus Capital LLC and Kenneth S. Grossman Pension Plan objected to the Disclosure Statement, citing that the document contains outdated, inaccurate and misleading information designed to promote acceptance of the Plan. Specifically, Mr. Richards points out that the Plan severely and misleadingly undervalues the Debtors and their assets and prospects, and significantly short- changes the Debtors' creditors and equity holders in favor of the Debtors' bank lenders and senior management. Pima County., a secured creditor with claims for unpaid personal property and real property taxes, objected to the terms of the Plan. Pima complained that the Plan appears to classify Pima County's 2010 tax claims as an administrative claim, which violates Section 1129(a)(1) of the Bankruptcy Code. Pima County subsequently withdrew its Objection. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITADEL BROADCASTING: Court Sets April 21 Claims Bar Date --------------------------------------------------------- Bankruptcy Judge Burton Lifland set April 21, 2010, at 5:00 p.m. (Eastern) as the deadline for creditors to file proofs of pre- bankruptcy claims, including claims arising under Section 503(b)(9) of the Bankruptcy Code, in Citadel Broadcasting Corp. and its units' Chapter 11 cases. Judge Lifland set June 18, 2010, at 5:00 p.m. (Eastern) as the deadline for governmental entities to file proofs of claim. Separately, the Bankruptcy Court extended the time period under which Citadel Broadcasting and its units may file notices of removal with respect to civil actions for 90 days, through and including June 18, 2010, without prejudice to the Debtors' right to seek further extensions. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITADEL BROADCASTING: Has Final Approval for Cash Collateral Use ---------------------------------------------------------------- On a final basis, the Bankruptcy Court authorized Citadel Broadcasting Corp. and its units to use their lenders' cash collateral. The Debtors are authorized to use the Cash Collateral for working capital and general corporate purposes and costs and expenses related to the Chapter 11 Cases. As adequate protection for, and to the extent of, diminution in the value of the Lenders' interest in the Prepetition Collateral during the Chapter 11 Cases, including diminution resulting from (x) the use of the Cash Collateral; (y) the use, sale or lease of the Prepetition Collateral; and (z) the imposition of the automatic stay: (a) the Agent and the Lenders are granted valid and perfected, security interests in, and liens on all of the right, title and interest of the Debtors in, to and under all pre sent and after-acquired property of the Debtors of any nature whatsoever including, without limitation, all cash contained in any account of the Debtors, and the proceeds of all causes of action; (b) subject to the Carve Out, a claim against the Debtors that Constitutes expenses of administration under Sections 503(b)(1), 507(a) and 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered; (c) the Debtors will maintain the cash collateral for each undrawn Letter of Credit that was authorized under the Cash Collateral Interim Order, in an amount equal to 105% of the face amount of the Letter of Credit. In no event will the L/C Cash Collateral be used to pay any portion of the "Carve Out" or the Cash Collateral or the Carve Out be used for the payment or reimbursement of any fees, expenses, costs or disbursements of any of the Professionals incurred in connection with the assertion or joinder in any claim, counter-claim, action, proceeding, application, motion, objection, defense or contested matter, the purpose of which is to seek any order, judgment, determination, or similar relief (a) challenging Prepetition Obligations, invalidating, setting aside, avoiding, or subordinating in whole or in part the Agent's liens and security interests granted pursuant to the Credit Documents or the Final Cash Collateral Order, or asserting any other claims or causes of action against the Agent or the Lenders. The "Carve Out" is the sum of: (A) all fees required to be paid to the Clerk of the Bankruptcy Court and to the U.S. Trustee under Section 1930(a) of title 28 of the United States Code; (B) the costs of administrative expenses not to exceed $500,000 in the aggregate that are permitted to be incurred by any Chapter 7 trustee pursuant to any order of the Court following any conversion of any of the Chapter 11 Cases; and (C) at any time after the first Business Day following delivery of a written notice delivered by the Agent to the Debtors, the U.S. Trustee, counsel for the Debtors and counsel for any committee appointed in the Chapter 11 Cases stating that a Termination Event has occurred and is continuing and that the Carve Out Cap is invoked. The notice may only be delivered following the occurrence and during the continuance of a Termination Event, to the extent allowed at any time, whether before or after delivery of a Carve Out Trigger Notice, whether by interim order, procedural order or otherwise, all unpaid fees, costs and expenses incurred by persons or firms retained by the Debtors pursuant to Section 327, 328 or 363 of the Bankruptcy Code and any Committee, the payment of all Professional Fees incurred by the Professional Persons at any time after the first Business Day following delivery of a Carve Out Trigger Notice in an aggregate amount not exceeding $5,000,000, plus all unpaid Professional Fees allowed at any time by the Bankruptcy Court, whether before or after delivery of a Carve Out Trigger Notice, whether by interim order, procedural order or otherwise, that were incurred by the Professional Persons on or prior to the first Business Day following the delivery of the Carve Out Trigger Notice. About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company listed assets of $1.4 billion and debt of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP is serving as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants is serving as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Citadel Broadcasting Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Citadel Broadcasting Corp. and other affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CLEAR CHANNEL: Posts $57.8 Million Net Loss for 2009 ---------------------------------------------------- Clear Channel Outdoor Holdings Inc. reported results for the fourth quarter and year ended December 31, 2009. Clear Channel Outdoor reported revenues of $2.7 billion for 2009, a decrease of 18%, as compared to 2008. In 2009, revenues in the outdoor and overall advertising industries decreased as a result of the global economic downturn. During 2009, the Company undertook a restructuring program to maximize efficiency and realign expenses with its current and long-term business outlook. Mark Mays, CEO of Clear Channel Outdoor, commented: "During the global recession, we have focused on investing in our digital assets, strengthening our management team and improving the effectiveness of our sales functions, while aggressively realigning our cost structure. These efforts have put us in a solid position to execute our plan as an economic rebound takes hold." Clear Channel Outdoor reported a 3% decrease in revenues with a 6% decrease in operating expenses for the fourth quarter of 2009 as compared to the fourth quarter of 2008. Mark Mays further noted: "Our fourth quarter results reflect a recovering advertising climate across many of our markets, as well as the positive impact of our cost restructuring initiatives. We achieved a significant gain in operating profitability during the quarter, capitalizing on improved revenue trends and a more efficient operating structure. As we look to 2010, we remain focused on driving innovation across our worldwide platform, maximizing our revenues and fully capitalizing on the operating leverage in our business model." Fourth Quarter 2009 Results The Company reported revenues of $763.1 million in the fourth quarter of 2009, a 3% decrease from the $785.5 million reported for the fourth quarter of 2008, and excluding the effects of movements in foreign exchange rates, the revenue decline would have been 6%.1 Clear Channel Outdoor's operating expenses decreased 6%, to $590.9 million for the fourth quarter of 2009 compared to 2008; the decline in expenses would have been 10% excluding the effects of movements in foreign exchange rates. 1 Also included in the Company's direct operating expenses, SG&A expenses and corporate expenses for the fourth quarter of 2009 are $29.6 million of restructuring charges and approximately $3.7 million of non-cash compensation expense. Clear Channel Outdoor's consolidated net loss was $57.8 million or $0.18 per diluted share, respectively, during the fourth quarter of 2009. This compares to a net loss of $3.0 billion, or $8.53 per diluted share, for the fourth quarter of 2008. The Company's OIBDAN was $156.1 million for the fourth quarter of 2009, an 11% increase from the fourth quarter of 2008. The Company defines OIBDAN, a non-GAAP financial measure, as Operating income before Depreciation and amortization, Non-cash compensation expense, Impairment charges and Other operating income (expense) - - net. Full Year 2009 Results For the full year, Clear Channel Outdoor reported revenues of $2.7 billion, a decrease of 18% when compared to revenues of $3.3 billion in 2008. Excluding the effects of movements in foreign exchange rates, revenue would have declined 14%.1 Clear Channel Outdoor's operating expenses decreased 15% from 2008 to $2.1 billion during 2009. The decline in expenses would have been 11% excluding the effects of movements in foreign exchange rates.1 Also included in the Company's direct operating expenses, SG&A expenses and corporate expenses for 2009 are $53.2 million of restructuring charges and approximately $12.1 million of non-cash compensation expense. The Company's consolidated net loss and diluted loss per share were $872.5 million and $2.46, respectively, during 2009, as compared to net loss and diluted loss per share of $2.9 billion and $8.03, respectively, during 2008. Clear Channel Outdoor's OIBDAN was $535.4 million for 2009, a 28% decrease from 2008. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?5932 About Clear Channel Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. Clear Channel Communications, Inc.'s balance sheet at March 31, 2009, showed total assets of $22.0 billion and total liabilities of $25.4 billion, resulting in a members' deficit of $3.3 billion * * * Moody's Investors Service downgraded Clear Channel Worldwide Holdings, Inc.'s proposed issuance of Senior Unsecured Notes due 2017 to B2 from B1 (rating assigned on December 14, 2009) following the company's announced plan to significantly upsize the offering from $750 million to $2.5 billion ($500 million Series A and $2.0 billion Series B) and to eliminate $2 billion of junior- ranking intercompany notes that had previously afforded debt cushion. Moody's affirmed CCW's B2 Corporate Family Rating and B1 Probability-of-Default Rating as the $500 million absolute increase in debt outstanding as a result of the modified transaction is relatively modest in the context of the overall firm's assets and liabilities. CCW is a wholly-owned intermediate holdco subsidiary of Clear Channel Outdoor Holdings, Inc. COLONIAL BANCGROUP: Given Exclusivity Until June 18 --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Colonial BancGroup Inc. received from the Bankruptcy Court an extension until June 18 of its exclusive period to propose a Chapter 11 plan. This is the second extension granted to Colonial BancGroup. The case is still being held up by disputes over the validity of three secured claims. Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in its restructuring effort. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. COMMERCIAL VEHICLE: Balance Sheet at Dec.31 Upside-Down by $37.7M ----------------------------------------------------------------- Commercial Vehicle Group Inc.'s balance sheet for December 31, 2009, showed $250.5 million in total assets and $288.2 million in total liabilities for a $37.7 million stockholders' deficit. The Company reported $81.5 million net loss on $458.5 million revenues for the year ended Dec. 31, 2009, compared with $206.7 million net loss on $763.4 million revenues for the same period a year ago. A full-text copy of the company's Form 10-K report is available for free at http://ResearchArchives.com/t/s?5954 About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The products include static and suspension seat systems, electronic wire harness assemblies, controls and switches, cab structures and components, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors and wiper systems specifically designed for applications in commercial vehicles. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. At September 30, 2009, the Company had $275.3 million in total assets against $281.4 million in total liabilities, resulting in stockholders' deficit of $6.1 million. * * * In September 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Commercial Vehicle Group to 'CCC+' from 'SD' (selective default). S&P also raised its rating on the company's 8% senior unsecured notes to 'CCC' from 'D' (default). The recovery rating on this debt is unchanged at '5', indicating that lenders can expect modest (10% to 30%) recovery in the event of a payment default. In August 2009, Moody's changed Commercial Vehicle Group's probability of default rating to Caa2/LD following the company's exchange of roughly $52.2 million of 8.0% notes. Moody's considers this transaction a distressed exchange due to the nature of the capital restructuring as well as CVGI's weak credit profile. The LD designation signifies a limited default. The PDR will be changed to a Caa2 rating and the LD rating will be removed after three days. CONGOLEUM CORP: Files Fourth Amended Plan; Plan Outline Approved ---------------------------------------------------------------- American Bankruptcy Institute reports that Congoleum Corp. will be presenting its plan for confirmation on June 7 after it won approval of its disclosure statement from U.S. District Judge Joel A. Pisano. Meanwhile, BankruptcyData.com reports that Congoleum Corp. filed a Fourth Amended Joint Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court. According to the Disclosure Statement, "The Plan is a product of extensive efforts by the Debtors, the Bondholders' Committee, the Asbestos Claimants' Committee and the Futures Representative to propose a plan of reorganization for the Company that is fair and equitable to all parties in interest, that provides for the issuance of an injunction under section 524(g) of the Bankruptcy Code that results in the channeling of asbestos related liabilities of Congoleum to the Plan Trust and that is confirmable taking into account applicable law, including all rulings of the Bankruptcy Court and District Court in the Reorganization Cases. This Plan is based on earlier efforts of the Futures Representative, the Debtors, the Bondholders' Committee and the Asbestos Claimants' Committee with respect to the Joint Plan, Amended Joint Plan, the Second Amended Joint Plan and the Third Amended Joint Plan. The Plan provides for, among other things, payment in full of Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Priority Claims, and the establishment of the Plan Trust to satisfy Plan Trust Asbestos Claims. Lender Secured Claims and Other Secured Claims are not Impaired or affected by the Plan. The Plan shall be binding on all parties holding Claims, whether asserted or not, against the Company." The essential elements of the reorganization, among other things include creation of the plan trust, which is intended to be a "qualified settlement find" within the meaning of Section 1/468B- 1(a) of the Treasury Regulations promulgated under Section 468B of the IRC, that will assume the liabilities of the Debtors with respect to all plan trust asbestos claims and will use plan trust assets and income to pay plan trust asbestos claims as provided in the Plan and the plan trust documents, issuance by reorganized Congoleum of the new senior notes and the new common stock pursuant to the Plan and the merger of the subsidiary Debtors with and into Congoleum, with reorganized Congoleum as the sole surviving entity. About Congoleum Corp. Based in Mercerville, New Jersey, Congoleum Corporation (PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety of product features, designs and colors. The Company filed for Chapter 11 protection on December 31, 2003 (Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Various entities have filed bankruptcy plans for the Debtors. In February 2008, the legal representative for future asbestos- related claimants; the asbestos claimants' committee; the official Committee of holders of the Company's 8-5/8 % Senior Notes due August 1, 2008; and Congoleum jointly filed a joint plan of reorganization. Various objections to the Joint Plan were filed. In June 2008, the Bankruptcy Court issued a ruling that the Joint Plan was not legally confirmable. In August 2008, the Bondholders' Committee, the ACC, the FCR, representatives of holders of prepetition settlements and Congoleum entered into a term sheet describing the proposed material terms of a new plan of reorganization and a settlement of avoidance litigation with respect to prepetition claim settlement. Certain insurers and a large bondholder filed objections to the Litigation Settlement or reserved their rights to object to confirmation of the Amended Joint Plan. The Bankruptcy Court approved the Litigation Settlement in October 2008. The Amended Joint Plan was filed in November 2008. In January 2009, certain insurers filed a motion for summary judgment seeking denial of confirmation of the Amended Joint Plan. On February 26, 2009, the Bankruptcy Court rendered an opinion denying confirmation of the Amended Joint Plan. Moreover, the Bankruptcy Court dismissed Congoleum's bankruptcy case. On February 27, 2009, Congoleum and the Bondholders' Committee appealed the Order of Dismissal and the ruling denying plan confirmation to the U.S. District Court for the District of New Jersey. The District Court overturned the dismissal order, and assumed jurisdiction of the bankruptcy proceedings. CONSOL ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed the Ba2 corporate family rating of CONSOL Energy Inc. and changed the rating outlook to negative from stable. The rating action was prompted by the company's announcement that it has entered into a definitive agreement to acquire the Appalachian exploration and production business of Dominion Resources, Inc., for $3.475 billion in cash. The acquisition increases CONSOL's total proved gas reserves by more than 50 percent and doubles its potential gas resource base to approximately 41 trillion cubic feet. CONSOL will acquire a total of 1.46 million oil and gas acres from Dominion Resources, Inc. along with over 9,000 producing wells. CONSOL expects to raise approximately $4.0 billion to fund the acquisition and initial development of the acquired acreage. Specifically, the company is targeting $2.0-$2.5 billion in common stock and $1.5-$2.0 billion in senior unsecured notes. The transaction is expected to close by April 30, 2010, subject to regulatory approvals and customary closing conditions. The affirmation of the Ba2 corporate family rating reflects CONSOL's leading position in the Northern Appalachian coal basin, its vast, high quality coal reserves, the value of its 83.3% ownership position in CNX Gas and the strong earnings generated in 2009 on a consolidated basis. The rating also recognizes the company's low debt level prior to the announcement, and its portfolio of long-term coal supply agreements, which lessen revenue and earnings volatility. Therefore, if the transaction closes at debt levels within the range of the announced financing, Moody's expects that the corporate family rating will be maintained at Ba2. However, the negative outlook considers the operating risk associated with the acquired assets, potential integration risk, and the significant investment required over the intermediate term to develop the Marcellus shale acreage acquired in the Dominion transaction. As a result of the latter, Moody's believes the company will likely generate negative free cash flow for multiple years. Shale gas drilling tends to be capital intensive and technologically and geologically more complex than CONSOL's current gas operations. CONSOL has limited experience with horizontal drilling and hydraulic fracturing, which may challenge future development and growth. Hence, the acquisition represents a strategic shift for the company, alters its risk profile, and led to the negative outlook. The ratings could come under pressure if the company experiences a sustained period of lower coal or gas prices and/or higher operating costs during periods of high capital spending or if there is a significant production shortfall from targeted levels. The ratings also could be lowered if the debt used to fund the acquisition falls outside the $1.5- $2.0 billion range. Affirmations: Issuer: CONSOL Energy, Inc. -- Corporate Family Rating, Ba2 Outlook Actions: Issuer: CONSOL Energy, Inc. -- Outlook, Changed To Negative From Stable Moody's last rating action on CONSOL was in September 2006, when the senior secured notes were upgraded to Ba1 from Ba2. CONSOL Energy Inc. is the largest underground coal producer and the second largest coal company (in terms of annual revenues) in the United States. The company produced approximately 59 million tons of coal and 94 Bcf of gas and generated $4.6 billion in revenues in 2009. CONSOL ENERGY: S&P Puts 'BB+' Rating on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said that it placed its ratings, including its 'BB+' corporate credit rating, on Canonsburg, Pa.-based coal and natural gas producer Consol Energy Inc. on CreditWatch with negative implications. The CreditWatch listing follows Consol's announcement that it will acquire the natural gas assets of Dominion Resources for approximately $3.5 billion. "The acquisition significantly increases the company's natural gas operations and makes it one of the largest natural gas producers in Appalachia and one of the largest holders of Marcellus Shale acreage," said Standard & Poor's credit analyst Marie Shmaruk. "Although this transaction is consistent with the company's strategy to provide operating diversity to its traditional coal operations by expanding into natural gas production, most recently into the Marcellus shale, S&P is concerned that integrating an acquisition of this size and exploiting the reserve base could prove challenging and expensive," Ms. Shmaruk said. The assets being acquired consist of 1.5 million oil and gas acres and nearly 500,000 acres of Marcellus Shale acreage, which include 1 Tcfe (trillion cubic feet equivalent) of proved reserves and a resource base exceeding 10 billion Tcfe. Current production from the acquired assets consists of 41 Bcfe (billion cubic feet equivalent) of annual production from 9,000 producing wells. Combined with Consol's current gas operations, the company will have nearly 3 Tcfe of proved reserves and about 140 Bcfe of annual production. Consol is also the largest coal producer in northern Appalachia and has operations in central Appalachia, including a mine producing high-margin metallurgical coal. It has 4.5 billion tons of coal reserves and had annual production of about 59 million tons of coal in 2009. Standard & Poor's will monitor the progress toward closing the transaction and evaluate the company's financing and capital spending plans. S&P will also assess the business and financial risks to the company stemming from the transaction. S&P could affirm the rating if S&P believes that the businesses will generate sufficient cash flows to fund the company's growth plans and support additional debt level. S&P could lower the rating, likely limited to one notch based on current information, if S&P's assessment leads S&P to conclude that higher debt levels and high spending needs are likely to result in a credit profile more consistent with a lower rating. CRESCENT RESOURCES: Amends Chapter 11 Plan ------------------------------------------ Crescent Resources LLC has amended its proposed reorganization plan. Crescent Resources filed the Plan on March 11, a day prior to the hearing on the disclosure statement. No order on the Disclosure Statement has been entered in the Court's docket as of March 16. Crescent stated the Official Committee of Unsecured Creditors is not supporting the proposed reorganization plan. Nonetheless, Crescent said it is "optimistic" differences can be resolved before the March 12 hearing for approval of the disclosure statement explaining the Chapter 11 plan. The Amended Plan did not state whether a settlement with the Committee has been reached. Significant terms of the Amended Plan include: -- Holders of prepetition secured debt will receive a combination of reinstated debt and 100% of the equity of the reorganized company. Holders of the prepetition lenders claims aggregating $1.55 billion will recover 38% of their claims. -- General unsecured creditors owed a total of $305.4 million will receive an interest in a litigation trust to be formed as part of the Plan. -- Various project level lenders will have their existing debt reinstated. Lazard estimates the Reorganized Debtors' enterprise value to range from approximately $588 million to approximately $665 million, with a midpoint of roughly $626 million. The Reorganization Value was based on the estimated enterprise value of the operations and assets of the Reorganized Debtors through the application of, among other analyses, a discounted cash flow valuation methodology of the Debtors' operations using a range of discount rates from 15% to 20%, which imputed a present value of free cash flows of those operations over the life of the business. Black-lined versions of the Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Crescent_AmendedDS.pdf http://bankrupt.com/misc/Crescent_AmendedPlan.pdf About Crescent Resources Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company with interests in 10 states in the southeastern and southwestern United States. Based in Charlotte, North Carolina, Crescent Resources is a joint venture between Duke Energy and the Morgan Stanley Real Estate Funds. Established in 1969, Crescent creates mixed-use developments, award-winning country club communities, single- family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources and 120 affiliates filed separate chapter 11 petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09- 11507). The Hon. Craig A. Gargotta presides over the case. Attorneys at Weil Gotshal Manges LLP represent the Debtors in their Chapter 11 cases. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., serves as the Debtors' co-counsel. Garden City Group serves as claims and notice agent. The Debtors disclosed more than $1 billion each in assets and debts when they filed for bankruptcy. DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt ---------------------------------------------------- KPMG LLP of Denver, Colorado, expressed substantial doubt against Delta Petroleum Corporation's ability as a going concern, noting that due to continued losses, the Company is evaluating strategic alternatives including, but not limited to the sale of some or all of its assets. The firm said there can be no assurances that actions undertaken will be sufficient to repay obligations under the credit facility when due. The company's balance sheet for December 31, 2009, showed $1.4 billion total assets, $272.2 million total currant liabilities, and $488.1 million total long-term liabilities, for a $697.1 million stockholders' equity. The Company reported a net loss of $349.6 million on $182.4 million of total revenue for the year ended December 31, 2009, compared with a net loss of $456.0 million on $271.1 million of total revenue in 2008. A full-text copy of the Company's Form 10-K is available for free at http://ResearchArchives.com/t/s?58cc About Delta Petroleum Delta Petroleum Corporation (NASDAQ Global Market: DPTR) -- http://www.deltapetro.com/-- is an oil and gas exploration and development company based in Denver, Colorado. The Company's core areas of operations are the Rocky Mountain and Gulf Coast Regions, which comprise the majority of its proved reserves, production and long-term growth prospects. DENNY'S CORP: Balance Sheet at Dec. 31 Upside-Down by $127 Mil. --------------------------------------------------------------- Denny's Corporation filed its Form 10-K for the fiscal year December 30, 2009. The Company reported total assets of $312.627 million against $440.125 million in total liabilities, resulting in $127.498 million shareholders' deficit, as of Dec. 30. The December 30 balance sheet showed strained liquidity: The Company had total current assets of $58.345 million against $92.108 million in total current liabilities. The Company reported a net income of $41.5 million on $608.1 million of total operating revenue for the fiscal year ended December 30, 2009, compared with $12.7 million net income on $760.2 million total operating revenue in fiscal 2008. A full-text copy of the Form 10-K report is available for free at http://ResearchArchives.com/t/s?5953 Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- is one of America's largest full-service family restaurant chains, consisting of 1,289 franchised and licensed units and 256 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. DENTON LONE OAK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Denton Lone Oak Holdings, L.P. 1434 Centre PLace Drive Denton, TX 76205 Bankruptcy Case No.: 10-40836 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Russell W. Mills, Esq. Hiersche Hayward et al 15303 Dallas Parkway, Suite 700 Addison, TX 75001 Tel: (972) 701-7085 Email: rmills@hhdulaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Gaylord Hall. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Acxential Business $3,124 Solutions, Inc. American Hotel $5,744 Register Company Ben E. Keith $2,774 Charter Communications $2,565 City of Denton 2009 Taxes $11,405 Tax Office City of Denton $8,471 Tax Office Denton Lawn $2,612 Sprinkler, Inc. Ecolab $2,183 Edward Don & $2,030 Company Hagar Restaurant $3,915 Services Inc. Intercontinental $61,193 Hotels Corp. Micros $5,891 Midland Loan $106,086 Services, Inc. Riney Palter, PLLC $19,720 Staples Business $4,102 Star Media Group $5,060 Sterling National $2,127 Bank Lease Dept. Thomas O. Bailey $44,450 & Associates US Foodservice $8,073 Verizon Southwest $25,985 DIGICEL GROUP: Moody's Assigns 'Caa1' Rating on $775 Mil. Notes --------------------------------------------------------------- Moody's Investors Service has assigned a Caa1 rating to the $775 million (face amount) of senior unsecured notes to be issued by Digicel Group Limited. The proceeds from the new debt offering will be used to fund the purchase of Digicel Pacific Limited which will become a wholly-owned restricted subsidiary of the Company. As DPL is substantially owned by DGL's main shareholder, Denis O'Brien, Moody's views the DPL equity purchase as an effective stock buyback. In addition, Moody's affirmed Digicel's corporate family rating and probability of default rating, both at B2, and maintained the stable rating outlook. In conjunction with the ratings action, Moody's affirmed the ratings on the existing DGL debt and on the existing debt at Digicel Limited, a wholly-owned subsidiary of the Company. The Company also has a $1,036 million senior secured credit facility at its Digicel International Finance Ltd. subsidiary, which Moody's does not rate. Ratings Actions Digicel Group Limited * $775 million Senior Unsecured Notes -- Assigned Caa1 (LGD5 - 80%) * Outlook is Stable Digicel's B2 corporate family rating is supported by its leading position as the largest wireless telecommunications carrier in the Caribbean, as well as its successful track record at gaining significant market share and producing solid operating results relatively quickly after new markets are launched. The company's growing penetration in markets outside of its long-standing Jamaica base has resulted in quick deleveraging from roughly 10.0x levels following the recapitalization of the company's balance sheet in early 2007. "However, Digicel's ongoing expansion into new markets outside its Caribbean core, on top of continued cash consumption to support service enhancement in its territories as competition increases, weighs down the rating," according to Gerald Granovsky, Moody's Vice President and Senior Credit Officer. Proforma for the new note issuance, Digicel's adjusted Debt/EBITDA leverage will exceed 5.0x (Moody's adjusted, mainly for capitalized operating leases). The rating is also tempered by the slowing global economy and Digicel's increasing exposure to higher risk and more competitive markets, such as Central America for its cash flow growth. The company's very good liquidity supports the rating. The Company is following a funding pattern in the Pacific acquisition that is similar to the development of its Caribbean and Central American markets, which were project financed separately from the restricted assets that support the debt at DGL and DL. When the new markets started contributing positive EBITDA levels, Digicel brought them into the restricted group. In addition, given the ongoing cross-ownership between Digicel and the Central American and Pacific entities, and based on past history of debt funded shareholder returns, Moody's believes that total debt in the restricted group could be elevated over the rating horizon by more equity purchases of the sister entities, or eventual inclusion of about $400 million of unconsolidated net debt at the Central American entities. Moody's most recent rating action for Digicel was on November 23, 2009. At that time Moody's assigned a B1 rating to DL's new note issuance. Incorporated in Hamilton, Bermuda, Digicel is the largest provider of wireless telecommunication services in the Caribbean. DUBOIS & SON: Files for Chapter 7 Bankruptcy in Florida ------------------------------------------------------- The Associated Press reports that DuBois & Son LLC, a family run enterprise that operates a farmland, has filed for Chapter 7 in the U.S. Bankruptcy Court for the Southern District of Florida, listing $627,616 in assets and $27.3 million in liabilities. The Company said it will not continue to farm. DUNN PROPERTIES: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Dunn Properties, LLC 14503 Garfield Ave. Paramount, CA 90723 Bankruptcy Case No.: 10-19564 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Victoria S. Kaufman Debtor's Counsel: Jerry A. Chad, Esq. Law Offices of Jerry A Chad POB 358 Topanga, CA 90290 Tel: (310) 739-4616 Fax: (310) 455-3079 Email: jerrychadjd@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,847,539, and total debts of $1,696,165. A full-text copy of the Debtor's petition, including a list of its 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-19564.pdf The petition was signed by James Dunn, president of the Company. EMISPHERE TECH: Board Grants 300,000 Stock to Michael Novinski -------------------------------------------------------------- Board of Directors of Emisphere Technologies Inc. granted 300,000 options to purchase common stock, par value $0.01 per share, to Michael Novinski, as a special bonus in connection with Mr. Novinski's performance as President and Chief Executive Officer of the Company during fiscal year 2009. The Option Grant was made under the Company's 2007 Stock Award and Incentive Plan. The options subject to the Option Grant have an exercise price equal to the closing price for the Company's common stock as listed on the Over the Counter Bulletin Board on March 10, 2010, and vest in equal installments of 100,000 options on the date of grant, on December 31, 2010 and on December 31, 2011. Also on March 10, 2010, the Board awarded a special cash bonus of $150,000 to Mr. Novinski, pursuant to the terms of Mr. Novinski's employment agreement, in connection with Mr. Novinski's performance as President and Chief Executive Officer of the Company during fiscal year 2009. In light of the Company's current liquidity constraints, the Board, with the consent of Mr. Novinski, agreed to defer the payment of the Bonus until a later date. Bankruptcy Warning/Going Concern At September 30, 2009, the Company's consolidated balance sheets showed $9.2 million in total assets and $49.7 million in total liabilities, resulting in a $40.5 million shareholders' deficit. At September 30, 2009, Emisphere reported cash and restricted cash of $7.2 million, compared to $1.5 million at June 30, 2009. In December, Emisphere said Novartis Pharma AG has agreed to extend the maturity date of Emisphere's Convertible Promissory Note to February 26, 2010. The $10 million original principal amount Note, plus interest accrued to date, was originally issued to Novartis on December 1, 2004, in connection with the Research Collaboration and Option License Agreement between the parties of that date and was originally due on December 1, 2009. In its quarterly report for the period ended September 30, 2009, the Company disclosed approximately $12.5 million was due as payment of the Novartis Note on December 1, 2009. The Company had said assuming it would be able to satisfy its obligation under the Novartis Note by some means other than the use of its existing capital resources, it anticipates its existing cash resources would enable it to continue operations only through approximately February 2010. The Company had warned it could be forced into bankruptcy had it been declared in default under the Novartis Note. Further, the Company has significant future commitments and obligations. The Company said these conditions raise substantial doubt about its ability to continue as a going concern. Consequently, the audit opinion issued by the Company's independent registered public accounting firm relating to the Company's financial statements for the year ended December 31, 2008, contained a going concern explanatory paragraph. About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. ENRON CORP: 15 Former Employees Object to Final Distribution ------------------------------------------------------------ The Official Employment-Related Issues Committee of Enron Corp., et al., and Ian Gazes, as Severance Settlement Fund Litigation Trustee, seek approval from Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York of: (a) the final distribution of severance settlement trust litigation proceeds to settling former employees; (b) the procedures for notifying Claimants of their right to object to a determination of entitlement or calculation of the distribution; and (c) the scheduling of a hearing to resolve Claimants' objections, if any, to the determination of the entitlement or calculation of Distribution. Fifteen former Enron Corp. employees object to the request of Enron Corp. Official Employment-Related Issues Committee and Ian Gazes, as the Severance Settlement Fund Litigation Trustee, for the Court to approve the final distribution of severance settlement. The Employee Committee sent notices to the former employees that they are ineligible to participate in the Severance Settlement. The former employees assert otherwise. The objecting former employees are: * Larry A. Soderquist, * John Krawczyk, * Mario Gabrielli, * William F. McCartney, * Patrick R. Ressegue, * Robert Haitmanek, * Michael Tometich, * John Allario, * Donald A. Dube, * Thomas W. Humphrey, * Thomas Vrazel, * Raquel Buentello, * Jebong Lee, * Raymond J. Victor, and * Charles Kevin Garland. Mr. Tometich objects to the service start date computation with respect to a distribution worksheet, which determines the amount of severance from Enron Corporation. Mr. Dube complains that although he was listed by Enron in its Human Resource records as an employee of Integrated Process Technology, a non-Debtor at the time of his termination; he was, in fact, an employee of Enron Energy Systems, an Enron debtor company. Mr. Dube also tells the Court that he received $13,500 in severance payments from Debtor as did other severed employees who are eligible pursuant to the Severance Settlement Agreement and thus should be eligible for the Final Distribution. Mr. Humphrey argues that he at the time of his termination was an employee of Enron Energy Services, a debtor company, and not Integrated Process Technology, a non-debtor company. Mr. Humphrey contends that he would thus be eligible to participate in the Final Distribution enhancement pursuant to the terms of the Severance Settlement Agreement. Mr. Vrazel objects to the calculation of the total severance paid to him as reflected in the Distribution Worksheet. He says he did not receive any amount of previous payments other than the $4,500 on December 11, 2001. Ms. Buentello tells the Court that she received electronic data information from the Employee Committee stating that various severance checks were mailed to her at an address in Houston, Texas. Ms. Buentello asserts that since being terminated in December 2001, she had only received and cashed one severance check. Thus, she asks the Court to order a research and re-issue all severance payments to her. Employee Committee Addresses Objections The Employee Committee maintains that Mr. Soderquist, based on his voluntary opt-out, was not eligible to participate in the Severance Settlement of 2002 nor in the Final Distribution. The Employee Committee also maintains that Messrs. Krawczyk, Gabrielli, McCartney, Ressegue, Haitmanek and all other individuals similarly situated, as members of Local 68, were covered under a collective bargaining agreement, and thus were not eligible to participate in the Severance Settlement of 2002 nor in the Final Distribution as presently contemplated by the Approval Order of the Court dated November 2, 2009. The Employee Committee does not Mr. Tometich's objection. The Employee Committee asserts that Messrs. Allario, Dube and Humphrey are not eligible to the severance settlement agreement because only those severed employees who were terminated by an Enron company that was a debtor at the time of termination or had later filed a Chapter 11 case by the time of the Court's hearing to approve the Severance Settlement Motion would be included within the Severance Settlement Agreement. * * * Judge Gonzalez dismissed the objection of Mr. Soderquist and determined that the legal and factual basis set forth in Mr. Sodequist's objection does not establish just cause for the relief granted. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ENRON CORP: ECRC Files 21st Post-Confirmation Report ---------------------------------------------------- Enron Creditors Recovery Corp., formerly Enron Corp., and its reorganized debtor affiliates delivered to the U.S. Bankruptcy Court for the Southern District of New York, on January 15, 2010, their Twenty-first Post-Confirmation Status Report. A. Distributions John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois, relates that on October 1, 2009, the Reorganized Debtors made a distribution of approximately $50,000,000 to holders of Allowed Administrative, Priority, Secured, General Unsecured, Guaranty and Convenience Claims, with the substantial majority of that amount being paid to holders of Allowed General Unsecured and Guaranty Claims. The distribution consisted entirely of Cash since all Portland General Electric Common Stock equivalents had previously been distributed. As of January 15, 2010, approximately $21,686,000,000 in Cash, PGE Common Stock and PGE Common Stock equivalents have been distributed to holders of Allowed Claims, including $267,000,000 of interest, capital gains and dividends. All Disputed Claims have been resolved and all reserves previously held in the Disputed Claims Reserve, including interest, dividends and gains have been released. As of January 15, 2010, the General Unsecured Creditors of Enron have received 52.4% return on allowed claim amounts compared to original estimates in the Disclosure Statement of 17.4% and the Creditors of Enron North America Corp have received 52.0% compared to original estimates in the Disclosure Statement of 20.1%. The combined rate of return for ENA Creditors who also hold an Enron Guaranty claim is 94.1%, excluding gains, interest and dividends. According to Mr. Delnero, there are a limited number of pending litigation and collection matters that may affect the timing of the closure of the Enron bankruptcy case and payment of remaining funds to creditors. Based upon the likely timing of the expected resolution of these remaining matters, the costs of making distributions, and the funds on hand at this time, the Plan Administrator will distribute the remaining available funds and the collections related to the remaining matters at the time of closure of the Enron bankruptcy case in lieu of further interim distributions, he adds. B. Claims Resolution Process More than 25,000 proofs of claim were filed against the Debtors. The Reorganized Debtors and, prior to the Effective Date, the Debtors have worked diligently to review, reconcile, and resolve these claims. In the third quarter of 2008, all Disputed Claims were resolved. Of the more than 25,000 proofs of claim filed, approximately 5,652 have been ordered allowed and approximately 2,333 have been allowed as filed. The remaining filed claims have been expunged, withdrawn, subordinated, or otherwise resolved. C. Settlements and Recoveries The Reorganized Debtors collected approximately $4,400,000 since the Twentieth Post-Confirmation Status Report. These amounts were primarily attributable to settlements and the return of other deposits belonging to the Reorganized Debtors. D. Other Activities The Reorganized Debtors continue to oversee additional various Enron activities including: (a) Document Administration and Disposal. The Reorganized Debtors have completed their document destruction efforts in accordance with numerous orders entered by the Bankruptcy Court and an order entered by the U.S. District Court for the Southern District of Texas. As of January 1, 2010, all of the remaining 43,000 boxes eligible for destruction and all electronic storage devices have been destroyed. Approximately 2,600 boxes have been sent to long-term storage in accordance with regulatory requirements, and the Reorganized Debtors have created electronic tape media to store the Litigation Document Library. (b) Dissolution of Corporate Entities. There are five remaining entities, of which one is a Debtor, two are non- Debtors and two are Post Final-Distribution Trusts. The Debtors and non-Debtors are taking great care to ensure all liabilities are satisfied prior to dissolution and that those dissolutions are in accordance with the governing laws. Additionally, the foreign entities have additional complexities and time components that the Debtors and non-Debtors are working through to ensure orderly dissolutions. In conjunction with the dissolution of the remaining corporate entities, Enron Dissolution Corp., a Delaware corporation, was formed solely for the purposes of winding up Enron and Enron Net Works, LLC. Enron and Enron Net Works, LLC were merged with and into Enron Dissolution Corp. effective on December 18, 2009. Enron Dissolution Corp. was thereafter dissolved effective on December 19, 2009. (c) Tax Return Compliance. All 2008 federal and state tax returns have been filed. For 2009, less than 20 returns for 15 entities will need to be filed. The Reorganized Debtors have also filed final federal and provincial tax returns for the 2009 tax year for two Canadian entities, which complete Canadian filing obligations. In addition, there are two foreign entities with potential filing obligations that are expected to be finalized in the 1st quarter of 2010. (d) Resolution of Outstanding Litigation. Twenty-two cases remain pending. Mr. Delnero notes that the Reorganized Debtors continue to perform the necessary accounting, control and reporting work required to effect closure of the Case promptly. Two remaining headcount and engaged professional firms (a) support litigation, (b) handle accounting, tax, cash management and reporting for the five remaining entities, (c) calculate and control creditor distributions, (d) perform claims management, (e) complete disposition of remaining litigation (f) oversee wind-up of employee matters and benefit plans, and (g) oversee IT and corporate services providers and non-litigation matters. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ENRON CORP: Investors Partner, et al., Junk Suit vs. Lay, Others ---------------------------------------------------------------- At the behest of Investors Partner Life Insurance Company, John Hancock Life Insurance Company, and John Hancock Variable Life Insurance Company, Judge Melissa Harmon of the U.S. District Court for the Southern District of Texas dismissed, without prejudice, the action against: * Kenneth L. Lay, * Richard B. Buy, * Andrew S. Fastow, * Lou L. Pai, * Robert A. Belfer, * Norman P. Blake, Jr., * Ronnie C. Chan, * John H. Duncan, * Wendy L. Gramm, * Robert K. Jaedicke, * Charles A. Lemaistre, * Joe H. Foy, * Joseph M. Hirko, * Ken L. Harrison, * Mark E. Koenig, * Richard A. Causey, * Andersen Worldwide SC, * Andersen Co India, * Andersen LLP, * Arthur Andersen - Puerto Rico, * Arthur Andersen - Brazil, * Arthur Andersen - United Kingdom, * John Does 1-1000. The action was dismissed without prejudice with each party to bear its own fees and expenses. The action was dismissed pursuant to Rule 41(a)(1) of the Federal Rule of Civil Procedure. Investors Partner, et al., and Arthur Andersen LLP, filed with the Court an agreed motion for voluntary dismissal of Arthur Andersen as defendant in the action. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EPV SOLAR: Has Five-Member Creditors Committee ---------------------------------------------- Bill Rochelle at Bloomberg News reports that the U.S. Trustee formed in EPV Solar Inc.'s case an official committee of committee of Unsecured Creditors with five members. The chairman for the committee is from the accounting firm Grant Thornton LLP. The committee selected Cooley Godward Kronish LLP to be its lawyers. EPV Solar Inc. designs, manufactures and sells low-cost, thin-film solar panels. EPV Solar, fka Energy Photovoltaics, Inc., filed for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr. D. N.J. Case No. 10-15173). Kenneth Rosen, Esq., and Samuel Jason Teele, Esq., at Lowenstein Sandler PC, assist the Company in its restructuring effort. The Company estimated its assets and its debts at $50,000,001 to $100,000,000 as of the Petition Date. EXACT SCIENCES: Reports $9.1 Million Net Loss for FY 2009 --------------------------------------------------------- Exact Sciences Corporation's Form 10-K for the fiscal year Dec. 31, 2009, showed a net loss of $9.1 million on $4.7 million of total revenue for the year ended Dec. 31, 2009, compared with a net loss of $9.7 million net loss on $867,000 of total revenue for the same period a year earlier. The Company's balance sheet at Dec. 31 showed $25.7 million in total assets, $6.5 million in total current liabilities, $988,000 in third party royalty obligations, $1.0 million in long term debt, $1,000 in long term accrued interest, $11.1 million in deferred license fees, for a $6.0 million stockholders' equity. A full-text copy of the Company's Form 10-K report is available for free at http://ResearchArchives.com/t/s?5911 About Exact Sciences Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of colorectal cancer. The Company's non-invasive stool-based DNA (sDNA) screening technology includes proprietary and patented methods that isolate and analyze human DNA present in stool to screen for the presence of colorectal pre-cancer and cancer. EXTENDED STAY: Examiner Files Report on Probe Under Seal -------------------------------------------------------- Ralph Mabey, the Court-appointed examiner in the Debtors' Chapter 11 cases, sought and obtained Court approval to temporarily file under seal his report on the investigation he conducted on the Debtors' cases. Mr. Mabey is required to file by March 12, 2010, a report on his investigation into what caused the bankruptcy filing of the Debtors. The Examiner, however, has yet to convince those he interviewed to give up their right to confidentiality before the report can be published and can be made accessible to the public. The Examiner relates that he conducted over 25 interviews and collected over 20,000 documents in connection with his investigation. Most of the information was obtained subject to confidentiality agreements, under which the Examiner is required to get the permission of the parties from whom he got the information prior to public disclosure of those confidential information. Mr. Mabey's attorney, Margreta Morgulas, Esq., at Stutman Treister & Glatt Professional Corporation, in Los Angeles, California, said the Examiner does not agree with the parties' "wholesale confidentiality designations," but has to comply with the requirement of the confidentiality agreements in order to publicly disclose the information in his report. The Examiner expects to get the consent of the parties to publicly disclose the information prior to April 8, 2010. If an arrangement with the parties is not successfully negotiated, the Examiner intends to ask the Court to issue an order at the April 8, 2010 hearing, authorizing him to implement a process for determining whether the information contained in the report should remain filed under seal or can be publicly filed. Under the proposed process, Mr. Mabey, at the April 8 hearing, will "bench file" a spreadsheet under seal with the Court identifying (i) those parties with whom he has failed to reach an agreement with, (ii) those sections of the report to which the disagreement pertains, and (iii) those documents and information that are the subject of the disagreement. As soon as practical thereafter, the Court is expected to hold an in camera or closed session hearing to make final determination with respect to the public disclosure of the documents and information, and to issue a final order providing how and when the Examiner will file his final report. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Has Revisions to Deal With Centerbridge & Paulson ---------------------------------------------------------------- Extended Stay Inc. and its affiliated debtors delivered to the Court a copy of the revised agreement they reached with investment firms, Centerbridge Partners L.P. and Paulson & Co. Inc., in connection with their Joint Chapter 11 Plan of Reorganization. As previously reported, the Debtors and both Investors hammered out an Investment and Standby Purchase Agreement to allow the Investors to provide a $450 million Plan funding, which includes a $225 million equity investment and a $225 million backstopped rights offering. The Revised ISPA provides, among other things, for the formation of a Delaware limited liability company or other entity selected by Centerbridge and Paulson Investors, whose membership interests they will directly or indirectly hold and control. This LLC company will be referred to as InvestorCo. The Investors' $225 million equity investment will be effectuated through "InvestorCo,", which will purchase membership interests or other common equity interests in a new company to be created under the Plan, "NewCo." As consideration for the issuance of the membership interests, InvestorCo will pay $225 million to NewCo, and will contribute to NewCo certificates held by Centerbridge and Paulson. The certificates, which were issued under the 2007 Mortgage Loan Agreement, are currently contemplated to be contributed by the Investors to InvestorCo prior to the date that is five days after the deadline for voting on the Plan. Also under the Revised ISPA, the Investors may designate that the membership interests to be issued to them or to InvestorCo through the rights offering and equity investment be issued in the name of, and delivered to, their managed funds or respective affiliates. In the event the Investors make the designation, the funds that they or their affiliates managed that have been designated would have the rights, entitlements and benefits that would otherwise inure to the Investors or InvestorCo in their capacity as holder of the membership interests as provided under the Plan. Copies of the amended agreement and the revised commitment letter dated February 19, 2010, which was executed in connection with the ISPA, are available for free at: http://bankrupt.com/misc/ESI_RevisedDealCenterbridge.pdf http://bankrupt.com/misc/ESI_RevisedCommitmentLetter.pdf Committee, et al., Object The Official Committee of Unsecured Creditors opposes approval of the ISPA, asserting that the Agreement "creates a framework that fails to maximize value from the sale of the Debtors' business." Specifically, the Creditors Committee cites these grounds for its objection: (1) The Debtors' ISPA Approval Motion is not in the best interests of the creditors because it is opposed by the Creditors Committee and the special servicer, which represents over $7.4 billion in claims in the Debtors' cases or about 99.99% of the total amount of all claims. (2) Approval of the ISPA will likely result in Centerbridge and Paulson grabbing the Debtors' business at a "fire sale" price. The likely cash portion of the transaction to be provided by the Investors, which is $320 million, represents a mere fraction of the Debtors' own estimate of the enterprise value, which is estimated to be between $2.8 to $3.6 billion. (3) The ISPA represents another "unnatural by-product of actual conflicts of interest" embedded in the ownership and control structure among the Debtors, HVM LLC, HVM Manager LLC, David Lichtenstein and the Lightstone Group. (4) Many key components of the transactions contemplated by the ISPA have not been fully disclosed by the Debtors. (5) The Debtors have ignored the Creditors Committee's discovery requests that seek to determine whether the Debtors have engaged in an appropriate marketing of their business and whether the transaction contemplated by the ISPA will maximize the value of their assets for creditors. (6) The ISPA is based on a plan of reorganization that is not confirmable because it gerrymanders the impaired classes of claims, seeks improper substantive consolidation, grants inappropriate releases to David Lichtenstein and other individuals, and transfers to the new company that will run the Debtors' business all of the causes of actions and their proceeds belonging to the Debtors' estates or other Debtor entities that have not been included in the Plan. (7) The combined amount of the proposed $22.5 million commitment payment and potentially millions of dollars of expense reimbursements, totaling at least 8.6% of the cash portion of the purchase price, is unwarranted and excessive given the absence of an open and competitive process and numerous deficiencies in the ISPA. The Creditors Committee also filed a cross-motion which, if approved by the Court, would allow its financial adviser, Jefferies and Company Inc., to solicit alternative plan proposals using the Debtors' confidential information that will be protected by confidentiality agreements. The hearing to consider approval of the Committee's Cross-motion will be held on April 8, 2010. Deadline for filing objections is April 2, 2010. The ISPA also drew flak from other parties, which include U.S. Bank N.A., KeyBank N.A., ORIX Capital Markets LLC, Maiden Lane LLC, Manufacturers and Traders Trust Company, Cerberus International Ltd., Cerberus Partners LP, Banc of America Securities LLC, Bank of America N.A., Wachovia Bank N.A., and Bank of Ireland International Finance Ltd. The Objecting Parties argued, among other things, that the ISPA: -- is premature; -- has little to do with reorganizing the Debtors for the benefit of the creditors; -- will provide extraordinary benefits to the Debtors' insiders; and -- has commitment payment and expense reimbursement that are excessive. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: To Seek Approval of Plan Outline on April 8 ---------------------------------------------------------- Extended Stay Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a revised joint Chapter 11 plan of reorganization and a disclosure statement for 39 of its debtor affiliates on March 5, 2010. The Original Plan was submitted to the Court on February 19, 2010. At that time, the Debtors sought for more time to file a Disclosure Statement to explain the terms of the Plan. Accordingly, the Debtors delivered to the Court a 129-page Disclosure Statement along with the Amended Plan. Extended Stay President David Lichtenstein relates that although the Chapter 11 Debtors consist of 75 separate entities, the business that was intended to support the Company's very complex structure is conducted primarily by 21 entities that are borrowers under a $4.1 billion mortgage loan. This Mortgage Loan is also considered the Debtors' foremost liability. Among others, the Debtors disclosed that they estimate the enterprise value of their business operations to be between $2.8 and $3.6 billion. The valuation estimates are based on the Debtors' financial projections and the work and analysis of Lazard Freres & Co., the Debtors' financial advisors. "The going concern value of the Debtors, absent a significant capital infusion, is significantly less than the outstanding amount of Mortgage Debt," Mr. Lichtenstein relates under the Disclosure Statement. The Debtors further disclosed that as their bankruptcy cases progressed, it soon became apparent that they required a significant equity infusion in order to ensure adequate cash to fund operations, to pay debt service and make necessary capital expenditures. The Debtors thus began to explore alternative restructuring transactions, which ultimately culminated in the negotiation of an "Investment and Standby Purchase Agreement" with Centerbridge Partners L.P. and Paulson and Co. Inc. Under the Investment and Standby Purchase Agreement, Centerbridge and Paulson, as Investors, will commit to provide, through a newly formed limited liability company, "InvestorCo", up to $450,000,000 to a newly formed parent company of the reorganized Debtors, "NewCo," to fund the Plan and certain related transactions. As part of this investment, InvestorCo will acquire 22.5% of the NewCo Common Interests for a cash contribution of $225,000,000. The Investors will also backstop a rights offering that will general additional proceeds of $225,000,000. Mr. Lichtenstein reveals that the Plan is based on the Debtors' determination that the most appropriate approach is to file a plan that deals with the assets and liabilities of the entities that comprise the operating business. "Thus, the Plan deals only with 39 entities that either are the Mortgage Borrowers that own the respective hotel properties, are operating lessees acting on behalf of those entities, or are general partners, members or trusts having interests in the Mortgage Borrowers," he explains. Among others, the Plan contemplates these provisions: * The holder of the Mortgage Facility Claim will receive a combination of debt and equity in NewCo, the value of which reflects the enterprise value of the Debtors' estates. Specifically, the holder of the Mortgage Facility Claim will receive: -- the New Mortgage Notes in the aggregate principal amount of $2,547,297,223 and NewCo Common Interests, representing 55% of the issued and outstanding NewCo Common Interests; and -- 100% of the Rights to be issued pursuant to a Rights Offering for 22.5% of the NewCo Common Interests that will generate proceeds equal to $225,000,000. * A portion of the Mortgage Facility Claim is unsecured and this is classified as the "Mortgage Deficiency Claim." Based on the Debtors' enterprise value and under the absolute priority rule, this Claim is not entitled to a recovery. However, if the holder of this Claim votes to accept the Plan, the Investors agree to allocate value from their Investment to this Class Claim. * General Unsecured Claim Holders are also not entitled to a recovery under the Plan based on the enterprise value of the Debtors under the absolute priority rule. However, if General Unsecured Claimants vote to accept the Plan, the Investors consent that these claim holders may elect to receive their Pro Rate share of $500,000, provided that such creditor's claim is or has voluntarily been reduced to no more than $100,000. * The Mortgage Borrowers and the other Debtors will be transferred to NewCo. * NewCo will be owned by the Investors, through InvestorCo, and holders of certain classes of Mortgage Certificates, as well as those who participate in the Rights Offering. NewCo will own and control the Mortgaged Properties and other assets necessary to operate the Debtors' businesses. * The Debtors and the Investors will enter into a Membership Interest Purchase Agreement with David Lichtenstein, pursuant to which, on the Plan Effective Date, HVM Manager, in exchange for a $30,000,000 payment will resign as manager of HVM LLC and appoint NewCo Manager as successor manager of HVM. HVM manages all the Mortgage Properties of the Debtors. It is an entity affiliated with, but not owned by, the Debtors. HVM Manager, an entity owned by Mr. Lichtenstein, acts as the manager of HVM. * The Board of Managers, which will be formed to manage NewCo, will be composed of seven members, including the chief executive officer of NewCo, four individuals designated by Centerbridge and Paulson, and two independent managers. The Disclosure Statement provides for the approximate percentage recovery for the different classes of claims under the Plan: Class Designation Approx % Recovery ----- ----------- ----------------- 1 Priority Claims 100% 2 Mortgage Facility Claim 100% 3 ESA UD Mortgage Claim 58.8% 4 Mortgage Facility 2.1% if Plan is accepted, Deficiency Claim 0% if Plan is not accepted 5 General Unsecured Claims 89.3% if Plan is accepted, 0% if Plan is not accepted 6 Existing Equity 0% 7 ESA MD Properties Trust Certificate 100% 8 ESA MD Borrower Interests 100% 9 ESA P Portfolio MD Trust Certificate 100% 10 ESA P Portfolio MD Borrower Interests 100% 11 ESA Canada Properties Interests 100% 12 ESA Canada Properties Borrower Interests 100% 13 ESH/TN Properties LLC Membership Interests 100% 14 ESH/ESA General Partnership Interests 100% 15 Other Existing Equity Interests 0% Full-text copies of the Amended Plan and the Disclosure statement are available for free at: http://bankrupt.com/misc/ESI_1stAmendedPlan.pdf http://bankrupt.com/misc/ESI_DisclosureStatement.pdf Valuation/Liquidation Analysis Along with their Amended Plan, the Debtors also prepared a valuation analysis, a liquidation analysis and projected financial information and attached copies of their historical financial statements. The Debtors' Valuation Analysis assumes that the confirmation of the Plan takes place on June 30, 2010, and is based on projections provided by the Debtors' management for the 664 hotels and the office building in Spartanburg, South Carolina, that serve as collateral for the Mortgage Loan Facility and two ESA UD hotels. Based on the projections, Lazard estimates the enterprise value of NewCo to be about $2.838 to $3.610 billion, with a mid-point estimate of $3.224 billion, as of June 30, 2010. For purposes of evaluating NewCo's reorganization value in the event Class 2 Claims does not consent to the Plan, the Debtors and Lazard reviewed the enterprise value of NewCo, excluding assets that are neither assets of the Debtors nor collateral of the secured creditors. On this basis, the reorganization value is estimated to be about $2.741 to $3.512 billion, with a midpoint estimate of $3.127 billion. Under their Liquidation Analysis, the Debtors aver that their Plan meets the "best interest of creditors" test as set forth under Section 1129(a)(7) of the Bankruptcy Code. The Debtors believe that the holders of allowed claims in each impaired class will receive at least as much under the Plan as those creditors would if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code. If the Debtors' estates were liquidated pursuant to Chapter 7 proceedings, the value available to creditors would be reduced by the costs of the liquidation, which include (i) the fees and expenses of the trustee appointed to manage the liquidation, (ii) the fees and expenses of the other professionals retained by the trustee to assist with the liquidation, (iii) costs to wind down the estates and (iv) a carve-out for Chapter 11 professional fees, the Liquidation Analysis show. Full-text copies of the Plan exhibits are available for free at: http://bankrupt.com/misc/ESI_LiquidationAnalysis.pdf http://bankrupt.com/misc/ESI_ProjectedFinancialInfo.pdf http://bankrupt.com/misc/ESI_HistoricalFinStatements.pdf Solicitation Schedule ESA Properties LLC and 38 of its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to approve their disclosure statement as containing "adequate information," pursuant to Section 1125 of the Bankruptcy Code, necessary for creditors to make an informed decision about their Joint Chapter 11 Plan of Reorganization. The Court will hold a hearing on April 8, 2010, to consider approval of the Disclosure Statement. Deadline for filing objections is April 2, 2010. The Debtors also ask the Court to set: (a) April 8, 2010, as the record date for purposes of determining which creditors and interest holders may vote on the Plan or otherwise receive a notice of non-voting status; (b) May 14, 2010, as the deadline for creditors and interest holders entitled to vote on the Plan to submit their ballots; (c) May 26, 2010, as the hearing date to consider confirmation of the Plan; and (d) May 19, 2010, as the deadline for filing objections to confirmation of the Plan. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FIRETHORNE COUNTRY: Files for Bankruptcy to Avoid Receivership -------------------------------------------------------------- Business Journal of Charlotte reports that Firethorne Country Club filed for Chapter 11 bankruptcy to block a bid by Textron Financial Corp. to have the Company handed over to a receiver. Textron filed a suit in the U.S. District Court in Charlotte, seeking the receivership of the Company. Textron argued that the company defaulted on a $8 million loan, and the Company is insolvent. The Company owes more than $5.5 million on the loan. The Company listed both assets and liabilities at between $1 million and $10 million in its bankruptcy petition. The largest unsecured creditors include Union County owed $14,000 in unpaid property taxes, and Nike USA owed about $4,000. Firethorne Country Club operates a golf course club. FOREST CITY: S&P Assigns 'CCC+' Rating on New $220 Mil. Stocks -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' credit rating to Forest City Enterprises Inc.'s (B+/Negative/--) new $220 million series A cumulative redeemable convertible preferred stock issuance. The convertible preferred stock carries a 7.0% coupon and a 20% initial conversion premium. Forest City issued $170 million of new convertible preferred stock in exchange for certain outstanding debt, consisting of $178.7 million aggregate principal amount of notes (or approximately 32.2% of the $555.1 million total outstanding under three series of notes due 2011, 2015, and 2017). Standard & Poor's considers the exchange transaction to be opportunistic rather than distressed. In accordance with its criteria, S&P view an exchange offer such as this one -- which asked investors to extend certain debt tenors several quarters before their scheduled maturities and provided compensation in the form of amendment fees or increased interest rates -- to be proactive treasury management, rather than a de facto restructuring. Forest City issued an additional $50 million of convertible preferred stock for cash pursuant to separate, privately negotiated purchase agreements. The company intends to use the proceeds to defray the cost of the exchange, for general corporate purposes, and to hedge against potential longer-term share dilution. Shares of the company's class A common stock, into which the convertible preferred stock is convertible, have been reserved for issuance by the company and listed on the New York Stock Exchange. This new convertible preferred issue, in combination with last quarter's convertible debt offering and several recent loan refinancings and extensions, reduced Forest City's bank line usage in advance of the company's credit facility renewal. In January, Forest City closed on a new two-year $500 million revolving credit facility. The debt exchange that this new convertible preferred issuance funded modestly lengthens the company's debt maturity schedule and could ultimately result in slightly stronger fixed- charge coverage measures if the company eventually converts the new preferred stock into common stock. S&P's ratings on Forest City acknowledge the company's sufficient liquidity to meet its funding needs through 2011. However, S&P believes Forest City's higher leverage levels and large investment in currently non-income-producing development projects will continue to weigh on the company's currently weak debt coverage measures. Rating List Forest City Enterprises Inc. Credit rating B+/Negative/-- Rating Assigned Forest City Enterprises Inc. $220M series A cum. redeemable convertible pfd stock CCC+ GENERAL GROWTH: Bonds Soar Amidst Financial Crisis -------------------------------------------------- When General Growth Properties, Inc., was on the brink of bankruptcy in late 2008, some investors snapped up the company's convertible bonds at three cents on the dollar, but today those GGP bonds are worth 103 cents, considered one of the great trades of the financial crisis, Gina Chon of The Wall Street Journal relates. Shares of GGP closed at $14.08 on March 8, 2010, after they were relisted on the New York Stock Exchange on March 5, 2010, Ms. Chon points out. Ms. Chon cited fund firm T. Rowe Price Group Inc. as one of the investors benefiting from the trading of GGP bonds. T. Rowe's manager David Lee invested about $11 million in the bonds over the last six months of 2008, including at near-bottom prices, Ms. Chon points out, citing T. Rowe's 2008 report and a person familiar with the matter. GGP's convertible bonds were T. Rowe's best-performing investment, valued at $61.8 million, Ms. Chon adds. 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: Files 1st Post-Confirmation Status Report --------------------------------------------------------- Affiliates of General Growth Properties Inc. filed with the Court on March 11, 2010, a post-confirmation status report detailing the actions they have taken and the progress they made toward consummation of their Joint Plan of Reorganization. A list of the reporting Plan Debtors is available for free at: http://bankrupt.com/misc/ggp_ReportingPlanDebtors.pdf The Court has confirmed the Plan for 226 Debtors to restructure 102 loans totaling more than $12 billion in secured project-level indebtedness. As of March 11, 2010, 211 of the 226 Plan Debtors have consummated their Plans and emerged from bankruptcy, restructuring 95 loans totaling $11.3 billion, James H.M. Sprayregen, P.C., Esq., at Weil, Gotshal & Manges LLP, in New York, says. A list of the emerged Plan Debtors is available for free at http://bankrupt.com/misc/ggp_EmergedPlanDebtors.pdf Mr. Sprayregen relates that the 15 remaining Plan Debtors continue to work towards consummating their Plans. The 15 remaining Confirmed Plan Debtors are: (1) GGP-Mall of Louisiana II, L.P. (2) GGP-Mall of Louisiana, Inc. (3) GGP-Mall of Louisiana, L.P. (4) Land Trust No. FHB-TRES 200601 (5) Mall of Louisiana Holding, Inc. (6) Stonestown Shopping Center Holding L.L.C. (7) Stonestown Shopping Center L.L.C. (8) Stonestown Shopping Center, L.P. (9) The Village of Cross Keys, LLC (10) VCK Business Trust (11) Ward Plaza-Warehouse, LLC 09-12313 (12) White Marsh General Partnership (13) White Marsh Mall Associates (14) White Marsh Mall, LLC (15) White Marsh Phase II Associates Mr. Sprayregen adds that the Plan Debtors are analyzing and reconciling the outstanding claims filed against them. 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: Providence, 5 Others Exit Chapter 11 ---------------------------------------------------- Six affiliates of General Growth Properties, Inc., emerged from Chapter 11 on March 3, 8 and 9, 2010, according to a notice filed with the United States Bankruptcy Court for the Southern District of New York: Debtor Affiliate Emergence Date ---------------- -------------- GGP-Lansing Mall Inc. March 3, 2010 Lansing Mall Limited Partnership March 3, 2010 Rouse SI Shopping Center, LLC March 3, 2010 Providence Place Holdings, LLC March 8, 2010 Rouse Providence LLC March 8, 2010 Burlington Town Center II, LLC March 9, 2010 The Plan Debtors' Joint Plan of Reorganization is deemed effective as of March 3, 8 and 10, 2010. Counsel to General Growth, James H.M. Sprayregen, P.C., at Weil, Gotshal & Manges LLP, in New York, told Bankruptcy Judge Allan L. Gropper that each of the conditions precedent to consummation of the Plan has been satisfied or waived in accordance with the Plan. After the Effective Date, and without the need for further Court approval, the Plan Debtors may (a) cause any or all of the Plan Debtors to be merged into or contributed to one or more of the Plan Debtors or non-Debtor Affiliates, dissolved or otherwise consolidated or converted, (b) cause the transfer of assets between or among the Plan Debtors or non-Debtor Affiliates or (c) engage in any other transaction in furtherance of the Plan. The Plan provides for 100% recovery to all holders of Claims against, and Interests in, the Plan Debtors. The order confirming the Plan on December 15, 2009, the second order confirming the Plan on December 23, 2009, the third order confirming the Plan on January 20, 2010, the fourth order confirming the Plan on February 16, 2010, and the fifth order confirming the Plan on March 3, 2010, and the Plan establish certain deadlines by which holders of Claims must take certain actions. Full-text copies of the Confirmation Orders dated December 15, And 23, 2009, January 20, 2010, February 16, 2010 and March 3, 2010, are available for free at: * http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf * http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf * http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf * http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf * http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf More Properties to be Restructured GGP said in its annual report on Form 10-K that during December 2009, January and February 2010, 231 units of GGP (the "Track 1 Debtors") owning 119 properties with $12.33 billion of secured mortgage debt filed consensual plans of reorganization (the "Track 1 Plans") with the Bankruptcy Court. As of December 31, 2009, 113 Debtors owning 50 properties with approximately $4.65 billion of secured mortgage debt restructured that debt and emerged from bankruptcy (the "Track 1A Debtors"). Through March 1, 2010, an additional 92 Debtors owning 57 properties with approximately $5.98 billion of secured mortgage debt restructured that debt and emerged from bankruptcy. Effectiveness of the plans of reorganization and/or restructuring of the $1.70 billion of secured mortgage debt of the remaining Track 1 Debtors (together with the Track 1 Debtors that have already emerged from bankruptcy in 2010, the "Track 1B Debtors") is expected to occur in the first quarter of 2010. GGP is continuing to pursue consensual restructurings for 31 Debtors (the "Remaining Secured Debtors") with secured loans aggregating $2.50 billion. The Chapter 11 Cases for the Remaining Secured Debtors and the other remaining Debtors (generally GGP, GGPLP and other holding company subsidiaries, the "TopCo Debtors" and together with the Remaining Secured Debtors, the "2010 Track Debtors") will continue until their respective plans of reorganization are filed, approved by the respective creditors, confirmed by the Bankruptcy Court and are effective. 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: To Split Company in Two, May File Plan March 18 --------------------------------------------------------------- General Growth Properties, Inc., may submit a reorganization plan, contemplating a split of the company's "good" and "bad" assets on March 18, 2010, Sandra M. Jones of Chicago Tribune reports. Under the Plan, unsecured creditors would be paid in full and shareholders would receive $15 a share, or the equivalent of one bad company share worth $5 and one good company share worth $10, Ms. Jones notes. The report relates that GGP holds some of the most valuable properties in retail real estate, including four of the five most productive U.S. malls. "While it is easy to imagine interest in the good assets, its more difficult to predict who would want the bad assets," Ms. Jones says. Both Fairholme Capital Management, LLC, and Pershing Square Capital Management's $3.925-billion equity commitment and Brookfield Asset Management, Inc.'s $2.625 billion proposed recapitalization to GGP contemplate that a new company known as General Growth Opportunities will be formed that will own certain non-core assets. Ms. Jones states that the bad assets include a mishmash of office buildings in Columbia Maryland; land earmarked of housing development in troubled markets as Las Vegas and Houston, ndustrial land in Princeton, N.J.; a 40-acre parcel of land in Volo, 50 miles north of Chicago; a corporate headquarters building in the Loop built in the 1950s; a controversial Whole Foods project near a burial ground in Honolulu; and more than a dozen underperforming malls. Cedrik Lachance, analyst at Newport Beach, California-based Green Street, expects the good company to trade publicly while the bad company would likely wind down. 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) GENOIL INC: Elliott Davis No Longer Holds Shares ------------------------------------------------ Elliott Davis Investment Advisory Services, LLC, in Greenville, South Carolina, disclosed that as of February 28, 2010, it no longer held shares of Genoil, Inc. As reported by the Troubled Company Reporter on December 11, 2009, Elliott Davis Investment Advisory Services, LLC, and Tyson Halsey, CFA, disclosed that they beneficially own 27,932,696 shares or roughly 10.2% of the common stock of GenOil Inc. at November 30, 2009. Balance Sheet At September 30, 2009, the Company's interim consolidated balance sheets showed C$4,346,205 in total assets, C$2,532,873 in total liabilities, and C$1,813,332 in shareholders' equity. The Company's interim consolidated balance sheets at September 30, 2009, also showed strained liquidity with C$427,505 in total current assets available to pay C$2,363,706 in total current liabilities. Going Concern Doubt As at September 30, 2009, the Company had incurred accumulated losses of $66,561,206 since inception. The Company believes its ability of the Company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, commercializing its upgrader technology, and obtaining the necessary financing to develop this technology further. About Genoil Inc. Genoil Inc. is a technology development company based in Alberta, Canada. The Company specializes in heavy oil upgrading, oily water separation, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining, marine and related markets. Genoil has designed and developed the Genoil Hydroconversion Upgrader, an improved hydrogenation process that upgrades and increases the yields from high sulphur, acidic, heavy crude oils and heavy refinery feed stocks, bitumen and refinery residues into light, clean transportation fuels; and the Crystal separator, a unique process for multi-stage separation of immiscible phases with different densities. Genoil's sales and marketing operations are run through a worldwide network of commissioned technical sales agents. The Company is listed on the TSX Venture Exchange under the symbol GNO as well as the Nasdaq OTC Bulletin Board using the symbol GNOLF.OB. GMAC INC: Said to Hire Citigroup, Goldman Sachs for TARP Repayment ------------------------------------------------------------------ GMAC Inc. has hired Citigroup Inc. and Goldman Sachs Inc. to explore options for repaying bailout funds received under the U.S. government's TARP, Bloomberg News reports, citing a person briefed on the matter. According to the report, Goldman will help GMAC examine repayment strategies and both banks will assist GMAC in reviewing options for its money-losing mortgage unit. The U.S. Treasury has invested $17.2 billion in GMAC through the TARP. About GMAC Inc GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. As a global, independent financial services institution, GMAC's diversified business operations include automotive finance, mortgage operations, insurance, commercial finance and online banking. GMAC Inc. was founded in 1919 as a wholly owned subsidiary of General Motors Corporation. On November 30, 2006, General Motors Corporation sold a 51% interest in the Company to FIM Holdings LLC, an investment consortium led by Cerberus FIM Investors, LLC, the sole managing member. On December 24, 2008, the Board of Governors of the Federal Reserve System approved the Company's application to become a bank holding company under the Bank Holding Company Act of 1956, as amended. In connection with this approval, GM and FIM Holdings were required to significantly reduce their voting equity ownership interests in GMAC. These reductions in ownership occurred in 2009. Ally Bank, a unit of GMAC Financial Services, is an online U.S. bank that provides an array of products, including online savings accounts, money-market savings accounts and a variety of no penalty certificates of deposit. The bank was founded on three core values: talking straight, doing what's right and being obviously better than the competition. Ally Bank's total assets were $42.5 billion at the end of the second quarter of 2009. Headquartered in Minneapolis, Minnesota, Residential Capital LLC -- http://www.rescapholdings.com/-- is the home mortgage unit of GMAC Financial Services, which is in turn wholly owned by GMAC LLC. ResCap's balance sheet at June 30, 2009, showed total assets of $22.00 billion, total liabilities of $20.95 billion, and total stockholders equity of $1.05 billion. * * * For the 2009 full year, GMAC reported a net loss of $10.3 billion, compared to net income of $1.9 billion in 2008. GMAC reported that as of Dec. 31, 2009, it had $172.306 billion in total assets and total debt of $98.313 billion. GMAC says there is substantial doubt about ResCap's ability to continue as a going concern. GMAC says that should ResCap file for bankruptcy, its investment related to ResCap's equity position would likely be reduced to zero. In February 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. At the end of January, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. GOLDBERG-BAYMEADOWS: Wants to Use Cash Collateral; Wells Objects ---------------------------------------------------------------- Goldberg-Baymeadows, LLC, has sought permission from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral. The cash collateral which the Debtor seeks to use is comprised in whole or in part of funds to be received as rents from the tenants of the Baymeadows Business Center (the Real Property) in Jacksonville, Florida. Teachers Insurance and Annuity Association of America (the Lender) has a lien on the cash collateral. The Debtor estimates that it, together with Schuck-Baymeadows and Villa Sangria-Baymeadows, owes the Lender approximately $9,500,000 as of the Petition Date. As of the Petition Date, the Debtor estimates the total amount of funds available to the Debtor totals approximately $111,682. The Debtor estimates that it will need $96,650.80 of cash collateral to continue and maintain operations for the next 30 days. Jason B. Burnett, Esq., at Grayrobinson, P.A., the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor says that the Lender would be adequately protected with regard to its alleged interest in the cash collateral because the Debtor believes there is equity in the Real Property. Wells Fargo Bank, N.A., has objected to the Debtor's request to use cash collateral, saying that the Debtor filed for Chapter 11 bankruptcy protection to hinder and delay the legitimate efforts of Wells Fargo to enforce its rights as a secured creditor. "The Debtor should not be permitted to use any cash collateral pending the Court's adjudication of Wells Fargo's motion for relief from stay," Wells Fargo says. According to Wells Fargo, the Debtor's motion for cash collateral use includes proceeds which aren't property of the estate. Wells Fargo claims that "the only 'property' the Debtor owns in the case is an undivided 31.420987 percent interest in commercial rental property (the Property) and its rents, as a tenant in common with two non-debtors, Schuck-Baymeadows LLC, and Villa Sangria- Baymeadows LLC. Wells Fargo, on the other hand, holds a security interest in 100% of the Property and its rents. As a consequence, the Debtor's Motion for Use of Cash Collateral seeks to impair Wells Fargo's interest in collateral which the Debtor does not own and which does not constitute 'property of the estate.'" Wells Fargo states that the Debtor's proposed uses of cash collateral include expenses that are not necessary to avoid immediate and irreparable harm. "The Debtor also failed to provide for reporting obligations or oversight respecting the use of Wells Fargo's cash collateral on a going forward basis," Wells Fargo states. The Debtor, says Wells Fargo, has not demonstrated that Wells Fargo's interests in the cash collateral will be adequately protected. Wells Fargo is represented by Smith Hulsey And Busey. Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D. Fla. Case No. 10-01637). Jason B. Burnett, Esq., at GrayRobinson, P.A., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. GRAY TELEVISION: Moody's Sees Pressure on 'Caa1' Ratings -------------------------------------------------------- Moody's Investors Service indicated that despite Gray Television, Inc.'s solid fourth quarter 2009 earnings, the company's ratings (including its Caa1 senior secured credit facility ratings, Caa1 Corporate Family Rating and Caa2 Probability of Default Rating) remain pressured by what Moody's deems to be highly likely the prospect of failing to comply with existing financial maintenance covenants for the test period ending March 31, 2010. Moody's last rating on action Gray occurred on April 1, 2009, when it lowered the company's Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa2 from Caa1, and senior secured credit facility rating to Caa1 from B3. Headquartered in Atlanta, Georgia, Gray Television, Inc., operates 36 primary television stations serving 30 mid-sized markets. The company's total revenues were approximately $270 million for the year ended December 31, 2009. GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt --------------------------------------------------- PricewaterhouseCoopers LLP of Boston, Massachusetts, has expressed substantial doubt about GTC Biotherapeutics Inc.'s ability as a going concern. The firm reported that the Company has suffered recurring losses from operations and has limited available funds as of January 3, 2010. The Company's balance sheet for Jan. 3, 2010, showed $26.0 million in total assets and $48.4 million in total liabilities for a stockholders' deficit of $24.7 million. The company reported a $26.9 million net loss on $2.8 million of total revenue for the fiscal year ended Jan. 3, 2010, compared with a $22.6 million net loss on $16.6 million total revenue for the same period a year ago. A full-text copy of the company's annual report release is available for free at http://ResearchArchives.com/t/s?58cf A full-text copy of the company's Form 10-K Report is available for free at http://ResearchArchives.com/t/s?5910 About the Company Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc. -- http://www.gtc-bio.com/-- develops, supplies and commercializes therapeutic proteins produced through transgenic animal technology. ATryn(R), GTC's recombinant human antithrombin, has been approved for use in the United States and Europe. ATryn(R) is the first and only therapeutic product produced in transgenic animals to be approved anywhere in the world. In addition to ATryn(R), GTC is developing a portfolio of recombinant human plasma proteins with known therapeutic properties. These proteins include recombinant forms of human coagulation Factors VIIa and IX, which are being developed for the treatment of patients with hemophilia, and recombinant alpha- fetoprotein, which is being developed for the treatment of myasthenia gravis and multiple sclerosis. HANMI FINANCIAL: KPMG Raises Going Concern; Needs to Raise Capital ------------------------------------------------------------------ On March 15, 2010, Hanmi Financial Corporation filed its annual report on Form 10-K for the year ended December 31, 2009, with the U.S. Securities and Exchange Commission. KPMG LLP, in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted the Company and its wholly-owned subsidiary Hanmi Bank, are currently operating under a formal supervisory agreement with the Reserve Bank of San Francisco and the California Department of Financial Institutions, which restricts certain operations of the Company and requires the Company to, among other things, increase contributed equity capital at Hanmi Bank by $100 million by July 31, 2010, and achieve specified capital ratios by July 31, 2010, and December 31, 2010. The Company will need to raise capital to satisfy its agreements with its principal banking regulators. "Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot be certain of our ability to raise additional capital on terms acceptable to us." The Company reported a net loss of $122.3 million for the year ended December 31, 2009, compared with a net loss of $102.1 million for 2008. Net interest income before provision for credit losses decreased to $101.2 million in 2009, as compared to $134.4 million in 2008. "The decrease in net interest income in 2009 was primarily due to the steep decrease of 400 basis points in the federal funds target rate since December 2007 and the impact of a higher level of nonaccrual loans, partially offset by lower deposit costs." The Company's balance sheet as of Dec. 31, 2009, showed $3.163 billion in assets, $3.013 billion of debts, and $149.7 million of stockholders' equity. At December 31, 2009, the Company had net loans receivable of roughly $2.669 billion and deposits of roughly $2.749 billion. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?597c Los Angeles-based Hanmi Financial Corp. is the holding company for Hanmi Bank, a state chartered bank with headquarters located at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles. The Bank is a community bank conducting general business banking, with its primary market encompassing the Korean-American community as well as other communities in the multi-ethnic populations of Los Angeles County, Orange County, San Bernardino County, San Diego County, the San Francisco Bay area, and the Silicon Valley area in Santa Clara County. At December 31, 2009, the Bank maintained a branch network of 27 full-service branch offices in California and two loan production offices in Virginia and Washington. The Company's other subsidiaries are Chun-Ha Insurance Services, Inc. and All World Insurance Services, Inc., which were acquired in January 2007. Chun-Ha and All World are insurance agencies that offer a complete line of insurance products, including life, commercial, automobile, health, and property and casualty. HCA INC: Issues $1.4 Billion Senior Secured Notes Due 2020 ---------------------------------------------------------- HCA Inc. issued $1,400,000,000 aggregate principal amount of 71/4% senior secured notes due 2020, which mature on September 15, 2020, pursuant to an indenture, dated as of March 10, 2010, with Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, and Law Debenture Trust Company of New York, as trustee. Interest on the Notes will be payable in cash. Interest on the Notes is payable on March 15 and September 15 of each year, commencing on September 15, 2010. Headquartered in Nashville, Tennessee, HCA, Inc. -- http://www.hcahealthcare.com/-- is the nation's leading provider of healthcare services. As of June 30, 2008, HCA operated 169 hospitals and 107 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. HCA, Inc. carries a 'B2' long term corporate family rating from Moody's, a 'B' long term issuer default rating from Fitch, and 'B+' issuer credit ratings from Standard & Poor's. HD SUPPLY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Loan ------------------------------------------------------------ Standard & Poor's Ratings Services said it has assigned its 'BB-' bank loan rating to HD Supply Inc.'s proposed $250 million senior secured term loan due 2014 (assumes maximum amount). The rating on this issue is two notches above the corporate credit rating of 'B'. The recovery rating is '1' indicating very high recovery (90% to 100%) in a default scenario. In addition, all other ratings on HD Supply, including the 'B' corporate credit rating, remain unchanged. The outlook is negative. Through the carve-out, Atlanta-based HD Supply will reduce the revolving asset-based loan facility to $1.7 billion, while reducing the size of the entire ABL facility to $1.95 billion from $2.1 billion, and extend the maturity on the credit facility to 2014. S&P also rates this revolving ABL credit facility 'BB-', with a recovery rating of '1'. The same credit agreement governs the term loan and revolving credit facility. At the same time, HD Supply is also requesting an extension on the maturity of its existing $978 million term loan, which The Home Depot guarantees, to 2014 from 2012. The rating on this loan is 'BBB+', reflecting the corporate credit and senior unsecured ratings on The Home Depot. "The ratings on HD Supply reflect the company's high financial leverage and pressure on its operating performance stemming from the severe and protracted downturn in U.S. residential construction activity, as well as the downturn in nonresidential construction spending," said Standard & Poor's credit analyst John Sico. Business-line diversity, leading market positions, and operational scale to weather the construction downturn partially offset these factors. "However, uncertainty about the recovery of the residential housing market, coupled with the nonresidential downturn, increase S&P's concerns about HD Supply's near- to intermediate-term operating performance and financial leverage," he continued. HD Supply's liquidity sources are adequate to sustain its operations. The company had more than $700 million of cash as of Nov. 1, 2009, and adequate availability on the existing $2.1 billion ABL credit facility. Although the borrowing-base advance levels could decline further as the company's working-capital levels decline, S&P expects that HD Supply should continue to have availability on the facility above the minimum liquidity requirement. HD Supply is addressing its maturing credit facility with the amendments that it is seeking. Rating List Ratings Affirmed HD Supply Inc. Corp. credit rating B/Negative/-- Ratings Assigned $250 mil. senior secured term loan due 2014 BB- Recovery rating 1 HILL-ROM HOLDINGS: Moody's Gives Stable Outlook; Affirms Ratings ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Hill-Rom Holdings, Inc., to stable from negative. At the same time, Moody's affirmed Hill-Rom's existing ratings. The stable outlook reflects Moody's expectation that the company will continue to repay debt associated with the Liko acquisition, which should help Hill-Rom maintain cash flow to debt metrics consistent with a Baa3 rating. The outlook further considers the recent appointment of a new CEO and the stronger likelihood that acquisition activity will not resume in the near term. "Moody's expects Hill-Rom to remain focused on optimizing its organic growth before seeking additional acquisition opportunities," said Diana Lee, a Senior Credit Officer at Moody's. "Although Hill-Rom's sales growth has been hit by reduced hospital capital spending, Moody's anticipate that these spending levels will gradually recover over the next 12 to 18 months," Lee continued. The Baa3 rating considers Hill-Rom's relatively small revenue base, lack of diversification and longer term potential for additional acquisition activity, offset by a favorable market position in its acute care bed business and relatively conservative posture toward leverage in the past. Ratings affirmed: Hill-Rom Holdings, Inc. * Senior unsecured notes at Baa3 * Senior unsecured shelf at (P) Baa3 * Subordinated shelf at (P) Ba1 * Preferred shelf at (P) Ba2 The last rating action on Hill-Rom was taken on October 2, 2008, when Moody's affirmed the company's Baa3 rating with a negative outlook in conjunction with the acquisition of Liko. Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.) headquartered in Batesville, Indiana, is a leading manufacturer of hospital beds and other patient care products. IMPERIAL CAPITAL: Amends Schedules of Assets and Liabilities ------------------------------------------------------------ Imperial Capital Bancorp, Inc., filed with the U.S. Bankruptcy Court for the Southern District of California amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $40,439,363 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims Unknown F. Creditors Holding Unsecured Non-priority Claims $98,721,610 ----------- ----------- TOTAL $40,439,363 $98,721,610 La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. S.D. Calif. Case No. 09-19431). Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. IMPERIAL CAPITAL: U.S. Trustee Forms 3-Member Creditors Panel ------------------------------------------------------------- Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed three members to the official committee of unsecured creditors in the Chapter 11 case of Imperial Capital Bancorp, Inc. The Creditors Committee members are: 1. US Bank as Trustee for ITLA Capital Statutory Trust(s) I, II, V Attn: James H. Byrnes One Federal Street, 3rd Floor Boston, MA 02110 Tel: (612) 603-6442 Fax: (612) 603-6640 2. 888 Prospect LJ, LLC Attn: Mercedez Juarez Cushman & Wakefield of SD 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 Tel: (858) 558-5635 Fax: (858) 334-6710 3. The Bank of New York Mellon, as indenture trustee Attn: Martin Feig 101 Barclay Street, 8 West, New York, NY 10286 Tel: (212) 815-5383 Fax: (732) 667-4756 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. La Jolla, California-based Imperial Capital Bancorp, Inc., filed for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr. S.D. Calif. Case No. 09-19431). Gregory K. Jones, Esq., at Stutman, Treister & Glatt, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. IMPLANT SCIENCES: Laurus, et al., Hold 9.69% of Common Stock ------------------------------------------------------------ Laurus Capital Management, LLC, PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Chris Johnson, Russell Smith, Eugene Grin and David Grin disclosed that as of December 31, 2009, they may be deemed to beneficially own 1,582,017 shares or roughly 9.69% of the common stock of Implant Sciences Corporation. About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. As of December 31, 2009, the Company had $5,475,000 in total assets against $12,995,000 in total liabilities, $5,000,000 in Series E Convertible Preferred Stock, and $378,000 in Series F Convertible Preferred Stock, resulting in stockholders' deficit of $12,898,000. As reported by the Troubled Company Reporter on January 15, 2010, Implant Sciences renegotiated its credit agreements with its senior secured investor, DMRJ Group LLC. DMRJ increased Implant Sciences' line of credit from $3,000,000 to $5,000,000; extended the maturity of all of Implant Sciences' indebtedness from December 10, 2009, to June 10, 2010; waived all existing defaults through the new maturity date; reduced the interest rate payable on Implant Sciences' obligations to 15% per annum; and removed all profit sharing arrangements from the agreements. Implant Sciences' total indebtedness to DMRJ, including all principal and accrued interest, now stands at $7,570,000. INNOVATIVE COMPANIES: Has Until May 14 to Propose Chapter 11 Plan ----------------------------------------------------------------- The Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York extended Innovative Companies LLC, et al.'s exclusive periods to propose a Chapter 11 Plan until May 14, 2010, and to solicit acceptances of the proposed Plan until July 12, 2010. As reported in the Troubled Company Reporter on February 16, 2010, the Debtors sought extension in their exclusive periods until June 13, 2010, and August 10, 2010. Headquartered in Hauppauge, New York, The Innovative Companies LLC and its affiliates filed for Chapter 11 protection on April 17, 2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669). Leslie A. Berkoff, Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors in their restructuring efforts. David M. Banker, Esq., at Lowenstein Sandler PC, represents the official committee of unsecured creditors as counsel. In its petition, the Company listed between $10 million and $50 million each in assets and debts. INTERNATIONAL ALUMINUM: Court Sets March 30 as Claims Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has established March 30, 2010, at 4:00 p.m. (prevailing Eastern Time) as the last day for any individual or entity to file proofs of claim against International Aluminum Corp., et al. Proofs of claim will be addressed to: International Aluminum Corporation c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 International Aluminum filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. D. Del. Case No. 10-10003). The Company's affiliates, including IAC Holding Co. and United States Aluminum Corporation, also filed Chapter 11 bankruptcy petitions. John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Weil, Gotshal & Manges LLP is the Debtor's co-counsel. Moelis & Company is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor listed $198 million in assets and $217 million in liabilities as of November 30, 2009. INTERNATIONAL ALUMINUM: Has Access to Lenders Cash Until May 31 --------------------------------------------------------------- Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized International Aluminum Corp., et al., to use the prepetition lenders' cash collateral until May 31, 2010. The parties with interests in cash collateral are Canadian Imperial Bank of Commerce, New York Agency, as administrative agent and lender (the prepetition agent) under a certain credit agreement dated as of March 30, 2007, and the other financial institutions from time to time party thereto, as lenders (the prepetition lenders). The Debtors would use the money to fund their Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtors will grant the prepetition agent a replacement lien on all of the right, title and interest of the Debtors in, to and under all property of the Debtors, subject to the carve out. The Debtors will also pay to the prepetition agent current cash payments in an amount equal to all fees and out of pocket expenses payable to the prepetition agent under the prepetition agreements. The Debtor's access to cash collateral will expire on (i) May 31, 2010, or (ii) the occurrence of an event of default or a termination event. About International Aluminum International Aluminum filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. D. Del. Case No. 10-10003). The Company's affiliates, including IAC Holding Co. and United States Aluminum Corporation, also filed Chapter 11 bankruptcy petitions. John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Weil, Gotshal & Manges LLP is the Debtor's co-counsel. Moelis & Company is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor listed $198 million in assets and $217 million in liabilities as of November 30, 2009. INTERNATIONAL ALUMINUM: Parties Have Until April 7 to Vote on Plan ------------------------------------------------------------------ The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approved the schedule in connection with the solicitation of votes on, and the confirmation of International Aluminum Corp., et al.'s proposed Plan. Completed ballots must be returned by 4:00 p.m. (prevailing Eastern Time) on April 7, 2010. A hearing to consider confirmation of the Plan is scheduled for April 19, 2010, at 10:30 a.m. (EST.) Objections, if any, to confirmation of the Plan must be received by the Court and notice parties no later than April 7, 2010, (EST) at 4:00 p.m. The Chapter 11 Plan Under the Plan, senior secured creditors -- owed $125 million on a term loan and $20 million on a revolving loan -- would receive $38 million in new notes and 100% of the equity in the reorganized companies. They will recover 72.5% to 82% of their claims. Holders of other secured claims would have their claims reinstated and will recover 100%. General unsecured claims, administrative expense claims, tax claims, certain priority non-tax claims and certain other secured claims would be paid in full. Holders of 12.75% Senior Subordinated Notes due 2014, aggregating $45 million would receive nothing on account of their claims. Carlyle Mezzanine Partners, L.P., is agent under the senior subordinated loan agreement. Existing equity interests would be extinguished and equity holders won't have any distributions. They are deemed to reject the Plan and won't be receiving ballots. About International Aluminum International Aluminum filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. D. Del. Case No. 10-10003). The Company's affiliates, including IAC Holding Co. and United States Aluminum Corporation, also filed Chapter 11 bankruptcy petitions. John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Weil, Gotshal & Manges LLP is the Debtor's co-counsel. Moelis & Company is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims agent. The Debtor listed $198 million in assets and $217 million in liabilities as of November 30, 2009. IRONHORSE COUNTRY CLUB: Sold to Thomas O'Malley for $2.85 Mil. -------------------------------------------------------------- Kimberly Miller at The Palm Beach Post says Ironhorse Country Club was sold to Thomas O'Malley, chairman of Petroplus of Switzerland, for $2.85 million at an auction in the U.S. Bankruptcy Court for the Southern District of Florida. Mr. O'Malley originally agreed to buy the Company's assets for $2.4 million but the Company's lender Wachovia was not happy with the price and wanted the property subject to other bids instead, Ms. Miller notes. Ironhorse Country Club owns and operates a resort club located near Beeline Highway and Jog Road. The company filed for Chapter 11 protection on January 4, 2010 (Bankr. S.D. Fla. Case No. 10- 10086). Bradley S. Shraiberg, Esq., represents the Debtor. The company listed both assets and debts of between $1 million and $10 million. JOHNNY CHATMAN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Johnny Franklin Chatman Avis Celeste Chatman P.O. Box 37948 Jacksonville, FL 32236 Bankruptcy Case No.: 10-02032 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtors' Counsel: Bryan K. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 Email: court@planlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,446,194 and total debts of $1,885,143. 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/flmb10-02032.pdf The petition was signed by the Joint Debtors. JOSELITO ALBAN GUZMAN: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Joint Debtors: Joselito Alban Guzman Rosario Lagak Guzman 2461 Medallion Drive Union City, CA 94587 Bankruptcy Case No.: 10-42823 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Northern District of California (Oakland) Debtors' Counsel: Kenneth R. Graham, Esq. Law Office of Kenneth R. Graham 171 Mayhew Way #208 Pleasant Hill, CA 94523 Tel: (925) 932-0170 Email: KRG@ELAWS.COM Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb10-42823.pdf The petition was signed by the Joint Debtors. JUAN MANUEL LUGO: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Juan Manuel Lugo faw Shasta Meat Co., Inc. dba Linda's Seafood, Inc. faw Mariscos Linda Riverside, Inc. faw Mariscos Linda, Inc. faw Alfaro Lugo, Inc. 209 East Gleason St. Monterey Park, CA 91755 Bankruptcy Case No.: 10-19575 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Dennis E. Mcgoldrick, Esq. 350 S Crenshaw Blvd., Ste. A207B Torrance, CA 90503 Tel: (310) 328-1001 Email: dmcgoldricklaw@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Lugo's petition, including a list of his 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-19575.pdf The petition was signed by Mr. Lugo. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Linda's Seafood, Inc. 09-41083 11/06/09 KITCHEN GADGETRY: Files for Bankruptcy Protection under Chapter 7 ----------------------------------------------------------------- Kitchen Gadgetry filed for Chapter 7 bankruptcy protection on March 4, WakeMyNC.com reported. Before the filing, about 100 customers complained about the company and that their orders were never delivered, according to the report. LEHMAN BROTHERS: Files Chapter 11 Plan of Reorganization -------------------------------------------------------- Lehman Brothers Holdings, Inc., and its debtor affiliates delivered to Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York their Joint Chapter 11 Plan of Reorganization on March 15, 2010. Lehman did not file a Disclosure Statement explaining the Plan. The Debtors have asked Judge Peck to give them until April 14 to file the Disclosure Statement citing that they have not had a full opportunity to consummate negotiations with key creditor constituencies as to the provisions of the plan. A hearing on the request will be held on March 17. Pursuant to the Plan, the wind-down and liquidation of each of the Debtors' assets (as determined for federal income tax purposes) will occur over a period of three years after the Effective Date, subject to receiving a private letter or other equivalent guidance from the Internal Revenue Service permitting a longer period of time without adversely impacting the status of the Plan for federal income tax purposes (it being understood that such liquidation may include the transfer of all or part of the assets of the Debtors to one or more liquidating trusts within the meaning of Treas. Reg. Section 301.7701-4). Concurrently with the filing of the Plan, LBHI has asked the Court for authority to establish a new subsidiary called LAMCO, which will provide management services to the Debtors and will undertake the administration of their assets. In the course of managing and administering the Debtors' assets, LBHI has developed an asset management business specializing in the management of commercial real estate, residential mortgages, principal investments and private equity, corporate debt and derivatives assets. While its capabilities are designed for the administration of assets of the Debtors, LAMCO, the Debtors assert, is well-suited for management of similar third party assets, and the production of revenues that will benefit the stakeholders of that entity. LAMCO will enable the Debtors to capitalize on existing infrastructure for the management of long- term investments and illiquid assets and will also provide long- term employment opportunities for the Debtors' employees. The Debtors propose the Plan for resolution of outstanding Claims against, and Equity Interests in, the Debtors pursuant to the Bankruptcy Code. Except as otherwise indicated, the Plan applies to all of the Debtors and constitutes 23 distinct Chapter 11 plans. Allowed Claims against a Debtor will be satisfied from the assets of that Debtor. The Plan proposes an economic resolution of the claims of creditors of all of the Debtors and incorporates various inter- Debtor, Debtor-creditor and inter-creditor resolutions designed to achieve a global and efficient resolution of the Chapter 11 Cases. The Debtors believe that the proposed Plan represents a fair economic resolution for all of their claimants that will expedite the administration of the Debtors' Chapter 11 cases and accelerate recoveries to creditors. The Plan enables the avoidance of the potential enormous costs and extended time that would otherwise be incurred in connection with litigation of the multifaceted and complex issues associated with these extraordinary cases. The Plan estimates that Allowed Class 8 - Affiliate Guarantee Claims against LBHI will total $21,186,000,000. The Plan also estimates that Allowed Third-Party Guarantee Claims will total $94,138,000,000. About 65,000 claims, totaling $875 billion, were filed in the Debtors' Chapter 11 cases. The Debtors have said they will object to many of those claims. "We conducted a thorough and thoughtful due diligence process before formulating the proposed Plan and have weighed all options," Bryan Marsal, Lehman's chief executive and chief restructuring officer, said in a statement. "We firmly believe that the proposed Plan represents a fair economic resolution for all Lehman creditors and will accelerate recoveries to creditors." A full-text copy of the Chapter 11 Plan is available for free at http://bankrupt.com/misc/lehmanplan.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes Asset Management Agreements ----------------------------------------------------- Following the sale of their businesses in Europe and Asia, Lehman Brothers Holdings Inc. and its affiliated debtors were left with minimal employee base and infrastructure to manage their assets. The Debtors determined that they would realize diminished recoveries for their estates if they were forced to liquidate all of their assets under the prevailing market conditions during the months following their bankruptcy filing. To preserve and maximize the value of their estates, LBHI developed a workforce and infrastructure for the long-term management of its long-term investments and illiquid assets. For the past 18 months, LBHI developed a team of about 455 individuals, spread across its information technology infrastructure and asset classes to manage and wind-down the remaining long-term distressed and illiquid assets that were not subject to foreign insolvency proceedings. In the course of managing and administering those assets, LBHI has built a going-concern asset management business, which LBHI says, may be of substantial value and with capabilities that may endure beyond the administration of its bankruptcy case and generate revenues. In order to maximize the value of the asset management business, the Debtors plan to organize these entities to provide management services to them and their affiliates: (1) LBHI LAMCO Holdings LLC, a special purpose vehicle wholly- owned by LBHI; (2) LAMCO Holdings LLC, an entity wholly-owned by LBHI; (3) LAMCO Holdings International B.V., a Netherlands company Wholly-owned by LAMCO Holdings; and (4) LAMCO LLC, another wholly owned subsidiary of LAMCO Holdings. In connection with the creation of those entities, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to enter into these agreements: (1) a contribution agreement authorizing LBHI to transfer most of its employees, contribute its domestic asset management infrastructure and make an initial equity contribution of $20 million to LAMCO LLC, and contribute all of its equity interests in its European asset management companies, LBHI Services Ltd. and LBHI Estates Ltd., to LAMCO International; (2) a shared services agreement with LAMCO LLC governing the use of contracts, assets and the services of certain employees; (3) an asset management agreement authorizing LAMCO LLC to manage the Debtors' assets; and (4) an inter-company agreement between LBHI and the other Debtors for the allocation of management fees and other costs. Full-text copies of the agreements are available without charge at: http://bankrupt.com/misc/LBHI_ContributionAgreement.pdf http://bankrupt.com/misc/LBHI_AssetMgtAgreement.pdf http://bankrupt.com/misc/LBHI_SharedServicesAgreement.pdf http://bankrupt.com/misc/LBHI_IntercompanyAgreement.pdf The Court will hold a hearing on April 14, 2010, to consider approval of the agreements. Deadline for filing objections is April 5, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Unsealed 2,200-Page Report of Examiner ------------------------------------------------------- Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York unsealed on March 11, 2010, the 2,200-page report summarizing the results of the investigation conducted by Anton Valukas, the Court-appointed Chapter 11 examiner in the bankruptcy cases of Lehman Brothers Holdings, Inc., and its debtor-affiliates. In summary, the Examiner noted that after Bear Stearns' demise in 2007, Lehman was widely considered to be the next bank that might fail, and investor and client confidence was eroding. He said Lehman pursued a number of strategies to avoid demise but to buy itself more time, to maintain that critical confidence, Lehman painted a misleading picture of its financial condition. At the end of the second quarter of 2008, as Lehman was forced to announce a quarterly loss of $2.8 billion -- resulting from a combination of write-downs on assets, sales of assets at losses, decreasing revenues, and losses on hedges -- it sought to cushion the bad news by trumpeting that it had significantly reduced its net leverage ratio to less than 12.5, that it had reduced the net assets on its balance sheet by $60 billion, and that it had a strong and robust liquidity pool. The Examiner, however, found that Lehman did not disclose that it had been using an accounting device, known within Lehman as "Repo 105," to manage its balance sheet -- by temporarily removing approximately $50 billion of assets from the balance sheet at the end of the first and second quarters of 2008. With Repo 105 transactions, Lehman's reported net leverage was 12.1 at the end of the second quarter of 2008; but if Lehman had used ordinary repos, net leverage would have to have been reported at 13.9. The Examiner also found that Lehman did not disclose its use -- or the significant magnitude of its use -- of Repo 105 to the U.S. Government, to the rating agencies, to its investors, or to its own Board of Directors. Lehman's auditors, Ernst & Young, were aware of this but did not question the company's use and nondisclosure of the Repo 105 accounting transactions, the Examiner revealed. As late as September 10, 2008, Lehman publicly announced that its liquidity pool was approximately $40 billion; but a substantial portion of that total was in fact encumbered or otherwise illiquid, the Examiner related. By September 12, two days after it publicly reported a $41 billion liquidity pool, the pool actually contained less than $2 billion of readily monetizable assets, he added. According to the report, "Lehman failed because it was unable to retain the confidence of its lenders and counterparties and because it did not have sufficient liquidity to meet its current obligations." The Examiner concluded that while certain of Lehman's risk decisions can be described in retrospect as poor judgment, they were within the business judgment rule and do not give rise to colorable claims against the senior officers who oversaw and certified misleading financial statements." The Examiner, however, found colorable claims against Richard Fuld, Jr., former chief executive officer of Lehman; Christopher O'Meara, former chief financial officer, controller and executive vice president; Erin Callan, former chief financial officer and global controller; and Ian Lowitt, co-chief administrator, in connection with their failure to disclose the use of the practice and against Ernst & Young for its failure to meet professional standards in connection with that lack of disclosure. The Examiner also found colorable claims against JPMorgan Chase and CitiBank in connection with modifications of guaranty agreements and demands for collateral in the final days of Lehman's existence. The demands for collateral by Lehman's Lenders had direct impact on Lehman's liquidity pool; Lehman's available liquidity is central to the question of why Lehman failed, he said. On whether colorable claims arise from transfers of LBHI Affiliate Assets to Barclays Capital plc, or from the Lehman ALI transaction, the Examiner expresses no view on the matter as it is subject to active, pending litigation on which discovery is far from complete. The Examiner, however, reviewed the facts related to the transfer of LBI assets in the post-filing sale to Barclays and concluded that a limited amount of assets of LBHI Affiliates other than LBI were improperly transferred to Barclays. The Examiner further concluded that the transfer of capital stock to ALI served a legitimate purpose and that there was no impropriety in those transactions. Mr. Valukas spent more than a year and $38 million to investigate the events surrounding Lehman's downfall. A 17-part copy of the Examiner Report is available for free at: http://bankrupt.com/misc/Volume1.pdf http://bankrupt.com/misc/Volume2.pdf http://bankrupt.com/misc/Volume3.pdf http://bankrupt.com/misc/Volume4.pdf http://bankrupt.com/misc/Volume5.pdf http://bankrupt.com/misc/Volume6.pdf http://bankrupt.com/misc/Volume7.pdf http://bankrupt.com/misc/Volume8.pdf http://bankrupt.com/misc/Volume9.pdf http://bankrupt.com/misc/Volume10.pdf http://bankrupt.com/misc/Volume11.pdf http://bankrupt.com/misc/Volume12.pdf http://bankrupt.com/misc/Volume13.pdf http://bankrupt.com/misc/Volume14.pdf http://bankrupt.com/misc/Volume15.pdf http://bankrupt.com/misc/Volume16.pdf http://bankrupt.com/misc/Volume17.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: UK Regulators Ask E&Y to Produce Papers -------------------------------------------------------- The Financial Reporting Council, which oversees corporate reporting rules in the United Kingdom, demanded Ernst & Young LLP to hand over documents detailing its role in the demise of Lehman Brothers Holdings Inc., according to a March 15 report by The Guardian. The move came after Ernst & Young, which has served as Lehman's auditor, was accused of professional malpractice in a report published by a bankruptcy court-appointed examiner who made an investigation into the bankruptcy filing of Lehman. The 2,200-page report showed that Lehman used accounting techniques known as "repos," which are artificial sale and buy- back deals, and was able to hide $50 billion or GBP32 billion of debts from regulators despite checks by Ernst & Young. The U.K. Regulators demanded the audit firm to provide information on trades that allegedly enabled Lehman to disguise risky debt structures, The Guardian reported. "Following the publication of the recent report on Lehman, the FRC is ascertaining the facts on how the repo transactions were accounted for and audited in the U.K. in order to determine any implications," the regulator said. "To that end, we have asked Ernst & Young to provide further information in relation to what happened in the U.K." In a statement, Ernst & Young said that a thorough internal review of its practice showed it did nothing wrong. A spokesman for the firm blamed Lehman's bankruptcy to a series of unprecedented adverse events in the financial markets, according to a March 13 report by Times Online. "Our last audit of the company was for the fiscal year ending November 30, 2007. Our opinion indicated that Lehman's financial statements for that year were fairly presented in accordance with Generally Accepted Accounting Principles (GAAP), and we remain of that view," the spokesman said. Linklaters, a U.K.-based law firm, is also under fire after it allegedly aided the transfer of funds by giving opinions to Lehman that the repo transactions were legal under English law. A spokesman for Linklaters confirmed that the firm gave its legal opinion on several transactions but said it was not aware of any "facts or circumstances that would justify any criticism," Times Online reported. "The examiner who did not contact the firm during his investigations does not criticize those opinions or say or suggest that they were wrong or improper," the spokesman said. Deep-Rooted Reform In light of the findings of the examiner's report, some financial experts called on regulators to clean up the audit industry and to clamp down on risky practices in the financial sector, The Guardian reported. Michael Fallon, who is deputy chairman of the U.K. treasury select committee, said a fresh approach that gives a more realistic picture of bank finances and not one that disguises risky practices is needed. Meanwhile, Lord Oakeshott, Liberal Democrat treasury spokesman, urged the government to commission a fundamental review. Prem Sikka, a professor of accounting at Essex University, warned that the crisis could repeat itself without deep-rooted reform. "The report into the collapse of Lehmans is indicative of a deeper malaise. We rely on the discretion of eminent firms of auditors and lawyers that are paid millions of pounds for their efforts but that discretion is too often abused," The Guardian quoted him as saying. George Osborne, Conservative Treasury spokesman, expressed disappointment that the Financial Services Authority failed to spot the true scale of the problems at Lehman. He said that FSA's failure to intervene before Lehman collapsed was proof that U.K.'s financial regulatory system needed a thorough shake-up, The Guardian reported. Possible Charges Former Lehman directors and their U.K. advisers could face a series of civil and criminal charges following the publication of the examiner's report, according to a March 14 report by Independent. U.S. legal experts said Dick Fuld, and other Lehman directors could be pursued by the Securities and Exchange Commission for civil charges of securities fraud and by government enforcement for criminal charges. The SEC could pursue civil charges if the financial statements were false and if the directors could be prosecuted under the 2002 Sarbanes-Oxley Act, Independent reported. The Act requires the chief executive and the chief financial officer to certify that the financial statements comply with all applicable statutes and rules. One U.S. lawyer also said that criminal charges could be filed if Mr. Fuld and Lehman's three chief financial officers during 2007 and 2008 knew of the effect of the repo transactions, according to the report. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was 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. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. 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 U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEWIS EQUIPMENT: Trustee Negotiates Cash Use From Frost Bank ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that the newly appointed Chapter 11 trustee of Lewis Equipment Co. reached a tentative agreement with secured creditor Frost National Bank allowing the trustee to use cash through the end of March in accordance with a budget. Without the use of cash, the trustee said he "cannot effectively operate any segment" of the business. According to the report, when the bankruptcy judge ousted Kyle Lewis from control of Lewis Equipment in February, he also terminated the Company's right to use cash. Frost National Bank, argued successfully that the company had used millions more in the bank's cash collateral than it replaced. Scott M. Seidel, Esq., in Dallas, was appointed as trustee to oust control from Kyle Lewis. The U.S. Trustee told the bankruptcy judge that the examiner's report demonstrated the requisite "gross mismanagement" justifying a trustee. An examiner was appointed to investigate whether Lewis Equipment improperly dealt with secured lenders' collateral. The lenders requesting the examiner were Fifth Third Bank and Wachovia Financial Services Inc. Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates a construction business. The Company and its affiliates filed for Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785 to 09-45814). Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr represents the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $100,000,001 to $500,000,000. LODGENET INT: Balance Sheet at Dec. 31 Upside-Down by $70 Mil. -------------------------------------------------------------- LodgeNet Interactive Corporation's balance sheet at December 31, 2009, showed $508.3 million in total assets and $579.3 million in total liabilities for a $70.9 million stockholders' deficit. The Company reported a net loss of $10.2 million on $484.4 million of total revenues for the fiscal year ended Dec. 31, 2009, compared with a net loss of $48.4 million on $533.8 million of total revenues for the same period a year ago. The Company also generated net losses of $48.4 million and $65.2 million for 2008 and 2007, respectively. The Company's financial results for the fiscal year 2010 will depend on a significant degree on general economic conditions and the execution of a business plan. A full-text copy of the company's Form 10-K is available for free at http://ResearchArchives.com/t/s?5955 About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. The Company reported $508.3 million in assets and $579.3 million in total liabilities, resulting to a $71.0 million stockholders' deficit as of Dec. 31, 2009. * * * According to the Troubled Company Reporter on September 30, 2009, Moody's Investors Service upgraded LodgeNet Interactive Corporation's speculative grade liquidity rating to SGL-3 (indicating adequate liquidity) from SGL-4 (indicating poor liquidity) while revising the outlook for all ratings to stable from negative. Concurrently, Moody's also affirmed LodgeNet's B3 corporate family rating and Caa1 probability of default rating. LYONDELL CHEMICAL: Receives Nod for Lender Litigation Settlement ---------------------------------------------------------------- Lyondell Chemical Co. and its units and the Official Committee of Unsecured Creditors received approval from the U.S. Bankruptcy Court of a revised Lender Litigation Settlement they entered into with: (i) Financing Party Defendants consisting of Citibank, N.A.; Citibank International plc; and Citigroup Global Markets Inc.; Goldman Sachs Credit Partners, L.P. and Goldman Sachs International;, Merrill, Lynch, Pierce, Fenner & Smith and Merrill Lynch Capital Corporation; ABN AMRO Inc. and The Royal Bank of Scotland, N.V., f/k/a ABN Amro Bank N.V.; UBS Securities LLC and UBS Loan Finance LLC; LeverageSource III S.a.r.l.; Ares Management LLC; Bank of Scotland, DZ Bank AG; Kolberg Kravis Roberts & Co. (Fixed Income) LLC and UBS AG; (ii) Wilmington Trust Company as trustee for 8.375% senior notes due 2015 in the principal amounts of $615 million and EUR500 million issued pursuant to a 2015 Notes Indenture; and (iii) an ad hoc group of 2015 Noteholders composed of Arrowgrass Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund Limited; Basso Credit Opportunities Holding Fund Ltd.; Basso Fund Ltd.; Basso Multi-Strategy Holding Fund Ltd.; Columbus Hill Partners, L.P.; Columbus Hill Overseas, Ltd.; CQS Directional Opportunities Master Fund Limited; Kivu Investment Fund Limited; Mariner LDC; Caspian Capital Partners, LP; Caspian Select Credit Master Fund, Ltd.; CVI GVF (Lux) Master S.a.r.l.; Fortelus Special Situations Master Fund Ltd., and Panton Master Fund, L.P. The Debtors and Creditors Committee note that their request supersedes the original Lender Litigation Settlement Motion dated December 24, 2009; the Creditors Committee's objection; and the Debtors' reply with respect to the Lender Litigation Settlement. Counsel to the Debtors, George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates that the Revised Settlement resolves all claims brought by the Creditors Committee in an action against the Financing Party Defendants as a result of a December 20, 2007 merger of Lyondell Chemical Company and Basell AF S.C.A. The Revised Settlement will provide eligible unsecured creditors with a significant guaranteed recovery and the opportunity to capture substantial additional recovery through future litigation against the defendants in the Committee Action who are not party to the Revised Settlement and other matters, he notes. Mr. Davis discloses that the Debtors, the Creditors Committee, the Financing Party Defendants, Wilmington Trust Company, and the 2015 Notes Ad Hoc Group engaged in extensive further negotiations and have made substantial progress toward resolution of the few issues that remained open at the time the Revised Settlement was announced on February 16, 2010. All major terms of the settlement appear to have been resolved and the parties are very close to execution of definitive documentation for the settlement agreement, he says. Until that definitive documentation is finalized, however, the parties to the Revised Settlement reserve all rights as to both the agreement and related proposed order, he relates. The salient terms of the Revised Settlement are: (a) dismissal of all claims asserted against the Financing Party Defendants and Secured Lenders in the Committee Action and in the complaint in intervention of Bank of New York Mellon, and releases of these claims; (b) dismissal of all claims asserted by Wilmington Trust in the adversary proceeding against LyondellBasell Industries AF S.C.A.; (c) $450 million in settlement consideration, to be distributed on the effective date of any plan of reorganization to holders of General Unsecured Claims against Debtors that are subject to the Financing Party Defendants' secured or unsecured claims, including to holders of 2015 Notes Claims. The $450 million consists of (i) $300 million in cash, and (ii) $150 million in Class A Shares of New Topco, funded by a $75 million reduction in the equity to be received by each of the Senior Secured Claim class and the Bridge Loan Claim class under the Debtors' Third Amended Joint Plan of Reorganization; (d) contribution to the Debtors' estates of the Financing Party Defendants' right to enforce all subordination and turnover provisions against the 2015 Noteholders pursuant to a December 20, 2007 Intercreditor Agreement; (e) discontinuance by the Debtors of claims asserted pursuant to Section 544 of the Bankruptcy Code in the Committee Action against former shareholders of pre-Merger Lyondell except for those claims against Access Industries and the director defendants in the Committee Action and abandonment by the Debtors of their rights to further pursue these claims. (f) a provision in the Amended Plan, for contribution by holders of General Unsecured Claims, the deficiency claims of the Secured Lenders and 2015 Notes Claims to a "Creditor Trust" of the state law claims of these holders for the avoidance of prepetition transfers by the Debtors; that Trust will be established for purposes of prosecution of the state law avoidance claims and distribution of proceeds of the claims; (g) transfer of (i) all remaining claims asserted in the Committee Action, and (ii) certain preference actions, to a "Litigation Trust" to be established under the Amended Plan for the purposes of prosecution and distribution of proceeds; (h) an order barring claims for contribution against settling defendants in the Committee Action and related provisions for the reduction of judgments against defendants who are not party to the Revised Settlement; (i) the agreement by holders of deficiency claims on account of Senior Secured Claims and Bridge Loan Claims that recoveries on account of these claims from settlement consideration are possible only from recoveries obtained by the Creditor Trust and the Litigation Trust, in the aggregate, in excess of the amounts needed to satisfy General Unsecured Claims and 2015 Notes Claims in full; (j) the grant of $20 million by the Debtors to fund the Creditor Trust and the Litigation Trust; (k) payment, as allowed administrative expenses, of certain fees and expenses of Wilmington Trust and the 2015 Notes Ad Hoc Group; (l) continued payment and reimbursement of the expenses of the prepetition agents; (m) indemnification of Deutsche Bank Trust Company as administrative agent under a Senior Secured Credit Agreement with the Debtors and Merrill Lynch Capital Corporation for actions taken to effectuate the transactions contemplated by the Revised Settlement; (n) elimination of the $250,000 limitation imposed by the DIP Financing Order upon the payment of the fees and expenses of the Creditors Committee in connection with investigating and prosecuting the claims asserted in the Committee Action, which will be payable subject to the compensation procedures established in the Debtors' Chapter 11 cases; (o) support, by the Creditors Committee, Wilmington Trust, and the 2015 Notes Ad Hoc Group, of the Amended Plan or any other plan proposed by the Debtors that is consistent with the Revised Settlement; and (p) withdrawal of any and all pending objections to the Amended Plan, its related disclosure statement, and the Debtors' motion to approve the Equity Commitment Agreement by the Creditors Committee, Wilmington Trust and the 2015 Notes Ad Hoc Group subject to refiling only in the event the order approving the Revised Settlement is vacated, reversed, modified or amended prior to the date of payment of the $450 million under the Revised Settlement. Parties Objected In separate filings, ConocoPhillips Company and an ad hoc committee of claimants under a December 20, 2007 Bridge Loan Agreement with the Debtors oppose the Debtors' revised lender litigation settlement with the Official Committee of Unsecured Creditors, the Financing Party Defendants, Wilmington Trust Company and a 2015 Noteholders ad hoc group. ConocoPhillips contends that certain provisions of the Revised Settlement (i) would dramatically alter creditor rights and (ii) were not included in the original Lender Litigation Settlement. Specifically, ConocoPhillips points out that the Revised Settlement would: (a) render a substantive consolidation of unsecured creditors and a disallowance of all guaranty and indemnity claims held by unsecured creditors; and (b) dictate other provisions in the Debtors' Third Amended Joint Plan of Reorganization that would negatively impact creditors, including: -- litigation and distribution procedures that would impact creditor distributions and the conduct of litigation; -- dilution of unsecured creditors through allowance of more than $1.3 billion in noteholder claims; and -- approval of $16 million in professional fees without an opportunity for creditors and parties-in-interest to review these fees. FCCD Ltd.; FCCO Ltd.; and Cerberus Series Four Holdings, LLC, make up the Ad Hoc Committee of Bridge Loan Claimants. The Bridge Loan Claimants' counsel, Shalom L. Kohn, Esq., at Sidley Austin LLP, in New York, counsel to the Bridge Loan Claimants, explains that the Revised Settlement was negotiated between the Financing Party Defendants and five institutions which arranged the second-lien Bridge Loans. Parties -- including the Bridge Loan Claimants -- that obtained their Bridge Loan positions by assignment from the Arranger Bridge Lenders are not parties to the Revised Settlement. The Bridge Loan Claimants asked the Court that any order approving the Revised Settlement should clarify that it will not operate to prejudice the rights of the Bridge Loan Claimants or any other party which was not a party to the Revised Settlement. In response, counsel to the Debtors, Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, New York, asserts that the Bridge Loan Claimants assert incorrectly that the subordination rights belong individually to each of the Bridge Lenders. In this context, parties holding over 85% of the Bridge Debt have signed the Revised Settlement under which they obligate themselves to instruct Wilmington Trust as indenture under the 2015 Notes to assign the subordination rights to the Debtors, he says. As to ConocoPhillips' objections, Mr. Ellenberg clarifies that the Revised Settlement does not substantively consolidate debtors, instead it creates a pot of assets to be shared by all general unsecured creditors of the Debtors that were subject to claims or liens attacked in the action commenced by the Creditors Committee against the Debtors' prepetition lenders and directors. Moreover, there is nothing in the Bankruptcy Code that precludes a pro rata distribution of the settlement fund to all affected general unsecured creditors, or to make that distribution on the basis of single claims, without regard to guaranty claims, he points out. ConocoPhillips asserts a primary claim against Basell USA and a guaranty claim against LyondellBasell Industries AF S.C.A. but for the Revised Settlement, ConocoPhillips might have received $0 recovery on its claims, he notes. * * * Judge Gerber approved the Revised Settlement on March 11, 2010, in its entirety and all of its terms are incorporate by reference in the order. Objections to the Revised Settlement not previously withdrawn, waived or settled, and all reservations of rights were overruled. A full-text copy of the fully-executed Revised Settlement is available for free at: http://bankrupt.com/misc/Lyondell_FullyExecRevSettlmnt.pdf "The settlement is overwhelmingly in the best interests of the estate," Judge Gerber was quoted as saying at March 11, 2010 hearing on the Revised Settlement, Reuters disclosed. Any objections to the original lender litigation settlement Will be suspended as of March 11, 2010, and on the date that $450 million in settlement consideration, to be distributed on the effective date of any plan of reorganization to holders of General Unsecured Claims against Debtors that are subject to the Financing Party Defendants' secured or unsecured claims, including to holders of 2015 Notes Claims will be deemed withdrawn, Judge Gerber ruled. In overruling ConocoPhillips and the Bridge Loan Claimants' objection to the Revised Settlement, Judge Gerber commented that these parties are trying to "cherry-pick" what they did not like, while reserving their ability to avail themselves of parts of any bankruptcy resolution they preferred, Reuters said. Judge Gerber pointed out that ConocoPhillips might raise its objection to confirmation of the 3rd Amended Plan, not the settlement, Reuters adds. A full-text copy of the Revised Settlement Order dated March 11, 2010, is available for free at: http://bankrupt.com/misc/Lyondell_Mar11RevSettlmntOrd.pdf About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: U.S. Court OKs Equity Commitment Agreement ------------------------------------------------------------- U.S. Bankruptcy Judge Robert Gerber approved Lyondell Chemical Co.'s equity commitment agreement with LeverageSource (Delaware), LLC, an affiliate of Apollo Management VII, L.P., AI LBI Investment, LLC, an affiliate of Access Industries, Inc., and Ares Corporate Opportunities Fund III, L.P., as rights offering sponsors on March 11, 2010. The salient terms of the ECA are: (a) Certain secured creditors, which debt will be converted into a substantial majority of the Class A ordinary shares of LyondellBasell Industries, N.V., or "New TopCo" that will be distributed under the Second Amended Joint Plan of Reorganization, will be offered the opportunity to purchase up to their pro rata share of 240,339,302 Class B Shares of New TopCo, subject to reduction, and 23,562,677 additional Class B Shares will be purchased by the Rights Offering Sponsors, both at a purchase price of $10.61 per share. Any shares not purchased by the Eligible Creditors in the Rights Offering will be sold to the Rights Offering Sponsors or their affiliates. The total new capital to be raised through the Rights Offering totals $2.8 billion. (b) In consideration of the Backstop Commitment and to compensate the Rights Offering Sponsors for undertaking the risk and committing to purchase all $2.8 billion of equity should the need arise, the Debtors will pay the Rights Offering Sponsors a fee of $69,750,000, to be distributed to the Rights Offering Sponsors on the effective date of the Plan. The Backstop Fee is equal to approximately 2.5% of the total Backstop Commitment of the Rights Offering Sponsors. (c) The Debtors will reimburse or pay, as the case may be, up to $17 million of the fees and expenses reasonably incurred by the Rights Offering Sponsors with respect to the Rights Offering, including the reasonable fees and expenses of counsel and other professionals for the Rights Offering Sponsors and the reasonable fees and expenses of any other professionals retained by Rights Offering Sponsors, with the approval of the Debtors. (d) Prior to the effective date of the Plan, the Eligible Creditors' rights to subscribe for Class B Shares will be automatically transferred in connection with a transfer of a claim with respect to which rights are granted as of the record date for the Rights Offering. The rights will not be transferable separately from a Rights Claim. The Debtors will seek to obtain a Bankruptcy Court order that prohibits direct or indirect transfers of rights, including: (i) derivatives, options, swaps, pledges, forward sales or other transactions in which any Person receives the right to own or acquire a right, a Rights Claim or a Class B Share; any current or future interest in any right, Rights Claim or a Class B Share or the right to receive any economic benefit with respect to any right, Rights Claim or a Class B Share other than through a sale of a Rights Claim together with the rights related; and (ii) any direct or indirect transfer of a Rights Claim, whether through a direct transfer or through a derivative, option, swap, pledge, forward sale or other transaction, in which the transferor would retain, directly or indirectly, any related rights, Class A Shares or Class B Shares or have the right, directly or indirectly, to acquire or own any current or future interest in any related rights, Class A Shares or Class B Shares or economic benefit in respect of any related rights, Class A Shares or Class B Shares. (e) The Debtors will indemnify the Rights Offering Sponsors, their affiliates and directors, from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any Indemnified Party may become subject arising out of any claim, challenge, litigation, investigation or proceeding with respect to the Rights Offering, the ECA, the Backstop Commitment, or the transactions specifically contemplated until the earlier of the termination date of the ECA or the effective date of the Plan. (f) The ECA will terminate automatically if a court finds in a final, nonappealable order that the ECA is unenforceable. The Rights Offering Sponsors and LyondellBasell Industries AF S.C.A. both have the right to terminate the ECA under certain conditions, including, if the transactions contemplated by the ECA have not occurred by June 3, 2010; if the Debtors' Chapter 11 cases are dismissed or converted to cases under Chapter 7 of the Bankruptcy Code; or if the Debtors, LBI or New TopCo makes a public announcement, enters into an agreement, or files any pleading or document with the Court in support of a competing transaction for an equity investment. In addition, only the Rights Offering Sponsors may terminate the ECA if certain other conditions are not met, including, if the Court has not entered an order approving the ECA Motion by February 8, 2010; if the Court has not entered an order approving the Disclosure Statement by April 6, 2010; or if the Court has not entered an order confirming the Plan by May 20, 2010. Under certain circumstances, in the event the ECA is terminated, the Rights Offering Sponsors may be entitled to an additional payment of $50,000,000, in the aggregate, if LBI subsequently consummates a competing transaction. The Termination Fee, which is equal to approximately 1.79% of the total Backstop Commitment of the Rights Offering Sponsors, is not payable if the competing transaction, or other alternative transaction, is with Reliance Industries Limited. (g) Closing of the transactions contemplated by the ECA are subject to customary closing conditions, including receipt of appropriate regulatory approvals. The Debtors do not anticipate any difficulties obtaining these approvals. (h) The effectiveness of the ECA is subject to Bankruptcy Court approval. All objections to the ECA Motion, if any, that have not been withdrawn, waived or settled, and all reservation of rights are overruled, Judge Gerber held. The Debtors are authorized and directed to pay to the Rights Offering Sponsors, in full, in cash and in accordance with the ECA, a backstop fee and the reasonable costs and expenses incurred by the Rights Offering Sponsors, and if and when it becomes payable, a termination fee, without further filing with or order of the Court. The fees and expenses to be paid by the Debtors pursuant to the ECA are approved as reasonable and accorded the status of administrative expense claims pursuant to Section 503(b)(1) of the Bankruptcy Code. Judge Gerber ruled that direct and indirect transfers of rights, in which the transferor would retain, directly or indirectly, any related rights, Class A Shares or Class B Shares or otherwise have the right, directly or indirectly, to acquire or own any current or future interest in any related rights, Class A Shares or Class B Shares or economic benefit in respect of any related rights, Class A Shares or Class B Shares are prohibited. However, if a transferor who held a Rights Claim as of the record date for the Rights Offering has transferred that Rights Claim together with the related rights, that transferor will not be in violation of the order so long as, immediately after the effective date of the Debtors' Third Amended Joint Plan of Reorganization, it transfers to the transferee of the Rights Claim (i) any and all Class B Shares issued with respect to any validly exercised rights and (ii) any and all Class A Shares issued with respect of that Rights Claim. The Debtors are authorized to provide and perform the indemnities set forth in the ECA. Moreover, the Rights Offering Sponsors are granted all rights and remedies provided to them under the ECA. A full-text copy of the ECA Order dated March 11, 2010, is available for free at: http://bankrupt.com/misc/Lyondell_Mar11ECAOrd.pdf About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: U.S. Court OKs Reorganization Plan Outline ------------------------------------------------------------- Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York approved on March 11, 2010, the Disclosure Statement accompanying Lyondell Chemical Company and its debtor-affiliates' Third Amended Joint Plan of Reorganization dated March 10, 2010. The ruling came at the end of a seven-hour hearing, according to Tiffany Kary of Bloomberg News. The Disclosure Statement hearing was previously scheduled for March 8, but was moved to March 11. Judge Gerber ruled that the 3rd Amended Disclosure Statement contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code that would enable creditors to vote on whether to accept or reject the Plan. "[T]he existing disclosure is satisfactory," Judge Gerber held, overruling objections from a group of lenders that included affiliates of hedge fund Fortress Investment Group LLC and Cerberus Partners LP, both based in New York, Bloomberg reports. The group, which called itself the Ad Hoc Committee of Bridge Loan Claimants, insisted that the Debtors provide an explanation of the precipitous drop in enterprise value of the reorganized company from the valuation prepared by Duff& Phelps in January 2009 to the current valuation in the Third Amended Plan of Reorganization. "This alleged drop set out in the Disclosure Statement for the Second Amended Joint Plan of Reorganization was swift and dramatic, however, there is no discussion of the Duff & Phelps valuation in the 3rd Amended Disclosure Statement," Shalom L. Kohn, Esq., at Sidley Austin LLP, in New York, counsel to the group, argued. Mr. Kohn added that projections relied upon in the Third Disclosure Statement have proven to be dramatically incorrect. Judge Gerber, however, pointed out that the group was improperly using the Disclosure Statement hearing to pursue "trading agendas" and demanded that the group disclose its equity, debt, or short positions in the company. Judge Gerber said the group could pursue their challenge to Lyondell's valuation at a later hearing over final confirmation of the plan, to be held April 23, 2010. Objections to the confirmation must be in writing; state the name of the objecting party; specify the basis of any objection and served so as to be actually received no later than 4:00 p.m. on April 14, 2010. All other objections to the 3rd Amended Disclosure Statement not otherwise settled or withdrawn are overruled, the Court held. A full-text copy of the Disclosure Statement Order entered on March 11, 2010, is available for free at: http://bankrupt.com/misc/Lyondell_Mar11DSOrder.pdf Third Amended Plan Modifications Prior to entry of the Disclosure Statement Order, the Debtors filed with the Court: (a) an interim draft copy of the Disclosure Statement filed on March 8, 2010, accompanying the Debtors' Third Amended Plan, as modified on March 6, 2010; and (b) a further revised draft of the Disclosure Statement, accompanying the Third Amended Plan, both filed on March 10, 2010. To recall, the Debtors filed a 3rd Amended Plan on February 16, 2010, as an exhibit to the Debtors' settlement agreement with The Bank of New York Mellon and the Bank of New York Mellon Trust Company, N.A. Subsequently, the Debtors submitted a modified Third Amended Plan on March 6, 2010, as an exhibit to the Debtors' revised lender litigation settlement with the Official Committee of Unsecured Creditors, Wilmington Trust Company, the Financing Party Defendants and a 2015 Noteholders ad hoc group. The Financing Party Defendants is composed of Citibank, N.A.; Citibank International plc; and Citigroup Global Markets Inc.; Goldman Sachs Credit Partners, L.P. and Goldman Sachs International; Merrill, Lynch, Pierce, Fenner & Smith and Merrill Lynch Capital Corporation; ABN AMRO Inc. and The Royal Bank of Scotland, N.V., f/k/a ABN Amro Bank N.V.; UBS Securities LLC and UBS Loan Finance LLC; LeverageSource III S.a.r.l.; Ares Management LLC; Bank of Scotland, DZ Bank AG; Kolberg Kravis Roberts & Co. (Fixed Income) LLC and UBS AG. Wilmington Trust Company is the trustee for 8.375% senior notes due 2015 in the principal amounts of $615 million and EUR500 million issued pursuant to a 2015 Notes Indenture. The ad hoc group of 2015 Noteholders is composed of Arrowgrass Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund Limited; Basso Credit Opportunities Holding Fund Ltd.; Basso Fund Ltd.; Basso Multi-Strategy Holding Fund Ltd.; Columbus Hill Partners, L.P.; Columbus Hill Overseas, Ltd.; CQS Directional Opportunities Master Fund Limited; Kivu Investment Fund Limited; Mariner LDC; Caspian Capital Partners, LP; Caspian Select Credit Master Fund, Ltd.; CVI GVF (Lux) Master S.a.r.l.; Fortelus Special Situations Master Fund Ltd., and Panton Master Fund, L.P. March 8 Disclosure Statement Counsel to the Debtors, Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates that the interim draft of the 3rd Amended Disclosure Statement was provided to assist parties-in-interest on March 8, 2010, as they prepared for the hearing on the Disclosure Statement that was scheduled for March 11. The interim draft reflected resolutions on formal and information objections that were filed against the 2nd Amended Disclosure Statement. Specifically, the 3rd Amended Disclosure Statement contains detailed information about Reliance Industries, Ltd.'s offer for LyondellBasell's assets, a modified claims recovery and amended financial disclosures. Reliance Bid In line with the Reliance bid, Mr. Troop disclosed that during the three months after receipt of Reliance's expression of interest, the Debtors afforded Reliance the opportunity to undertake an extensive due diligence review of LyondellBasell. Among others, LyondellBasell and its advisors: dedicated three days of management time for face-to-face presentations and question and answer sessions and participated in many other meetings and telephone calls with Reliance and its advisors. After receiving feedback from the financial advisors to some of LyondellBasell's large creditors and having had the opportunity to review the Debtors' First Amended Plan of Reorganization and related Disclosure Statement, Reliance submitted another non- binding proposal on December 18, 2009. The December 18 Proposal permitted creditors to receive a greater economic ownership interest in the Reorganized LyondellBasell than was possible under its original proposal, and incorporated certain elements of the Debtors' reorganization plan, including a backstopped rights offering, Mr. Troop notes. The December 18 Proposal, however, did not provide a better transaction for the Debtors' estates constituents as a whole or a more confirmable plan of reorganization for these cases than the Plan, he points out. Thus, on February 7, 2010, the Debtors' financial advisors requested that Reliance provide its final and best proposal by February 19, 2010. In response to the Debtors' February 7 letter, Reliance delivered a further non-binding expression of interest on February 21, 2010, which increased the purchase price for Reliance's direct equity investment in LyondellBasell and, under certain alternatives, provided a limited fund from which creditors could elect to "cash out" some, or depending on the amount of holders so electing, all of their holdings, he explains. The February 21 Proposal, however: * did not assure a higher overall value for LyondellBasell than that upon which the Plan is based; * continued to provide Reliance with effective control over LyondellBasell, even if it owned only minority position and did not pay a premium; * continued to rely on future profit opportunities to support any meaningful economic difference from the current Plan in terms of value to be received by creditors; it did not put any Reliance assets at risk should a transaction be pursued and fail; and * did not compensate the Debtors' estates for delay and associated costs. After the Debtors' Management Board and independent Supervisory Board members analyzed the February 21 Proposal, the Debtors concluded that it is not higher and better than the Plan and, thus, did not warrant deviation from the Plan and assuming associated execution risk, Mr. Troop told the Bankruptcy Court. Aside from the Reliance bid, the additional disclosures under the 3rd Amended Disclosure Statement are: * On the Effective Date, Lyondell will issue new warrants. * Several governmental entities brought about 44 lawsuits against certain LyondellBasell entities, including Lyondell and Equistar Chemicals, LP, alleging that the gasoline additive MTBE has contaminated drinking water resources. in various state and federal courts. Of the 44 lawsuits, 25 were recently settled for de minimis consideration. The lawsuits are not subject to the automatic stay under the "governmental entity" exception and are, thus, being actively litigated. The Plaintiffs in the State Court Actions also filed claims in the Bankruptcy Court. Certain LyondellBasell entities have obtained outright dismissal from several of the prior cases without payment of any settlement and have settled other cases for less than one-tenth of one percent of the total money paid by the defendants. Although the State Court Actions are going forward, any claims that arise from those proceedings are prepetition, General Unsecured Claims in the Debtors' Chapter 11 Cases. * Houston Refining, LP filed an unfair labor practice charge with the National Labor Relations Board seeking to compel the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied, Industrial and Service Workers International Union's signature of an extension of a collective bargaining agreement through January 30, 2012. The NLRB Regional Director dismissed the charge, ruling that the union and Houston Refining did not achieve "a meeting of the minds." Houston Refining appealed to the NLRB General Counsel, who affirmed there was "no meeting of the minds" and further ruled that there is no 2009-2012 CBA. The Union disagreed with Houston Refining's representations with respect to the status of the collective bargaining agreement and the meaning of the NLRB's determinations. The Union and Houston Refining executed a memorandum of agreement on January 20, 2010, which provides that the new collective bargaining agreement becomes effective on January 20, 2010, and expires on January 31, 2012. * The Internal Revenue Service filed proofs of claim against the Debtors, alleging unsecured priority tax claims for the tax years 2005 through 2008 aggregating $258,525,763. As a result of an ongoing audit of the relevant tax years, the IRS has agreed to reduce the amount of the IRS Claim to $113,466,520. The Debtors are contesting the full amount of the IRS Claim. The Debtors also assert tax refunds and credits for of $183,676,015, which the IRS is reviewing as part of its ongoing audit of the Debtors. Modified Claims Recovery The 3rd Amended Disclosure Statement also reflects modified estimated aggregate claim amounts and recoveries for the classes of claims: Estimated Class/Designation Recovery Claim Amt ----------------- --------- ------------ -- Administrative 100% $165 mil. to $244 mil. -- DIP New Money 100% $2.168 mil. Claims and DIP ABL claims -- Priority Tax 100% $4.5 mil. to $15 mil. Claims 1 Priority Non- 100% $0.3 mil. to $0.8 mil. Tax Claims 2 Secured Tax 100% $10 mil. to $16 mil. Claims 4 Senior Secured 72%, plus $9.45 bil. Claims any excess recoveries 5 Bridge Loan 6.3%, plus $8.297 bil. Claims any excess Recoveries 6 Other Secured 100% $232 mil. to $320 mil. Claims 7-A General Unsecured 16.8%, plus $700 mil. to $1.11 bil. Claims against the any recovery Non-Schedule III from the Obligor Debtors Litigation Trust and Creditor Trust 7-B General Unsecured 0 to 100% $1.1 bil. to $1.53 bil. Claims against Non- Obligor Debtors 7-C General Unsecured [__%] $96 mil. to $186 mil. Claims and Senior/ Bridge Guarantee Claims against Millennium Specialty Chemicals, Millennium Petrochemicals Inc. and Millennium Us Op Co. LLC 7-D General Unsecured [__%] $259 mil. to $291 mil. Claims and Senior/ Bridge Deficiency Claims against Schedule III Obligor Debtors 8 2015 Notes Claims 16.8%, plus $1.351 bil. any recovery from the Litigation Trust and Creditor Trust 14 Equity Interests in N/A $0 Debtors, other than Debtors LyondellBasell Finance Company; LyondellBasell AF GP, and LyondellBasell Industries AF S.C.A. Non-Schedule III Obligor Debtors are Debtors that are not Schedule III Obligor Debtors. A list of Schedule III Obligor Debtors is available for free at: http://bankrupt.com/misc/Lyondell_SchedIIIObligorDebtors.pdf A list of sub-classes under Class 7-B is available for free at: http://bankrupt.com/misc/Lyondell_Class7BSubclasses.pdf Amended Financial Disclosures Under the March 8 Disclosure Statement Based on an amended liquidation analysis, the Debtors revised the estimated recovery of these classes in the event of a Chapter 7 liquidation of the Debtors: Estimated Recovery Class Description under Chap. 7 Liquidation ----- ----------- ------------------------- 3 DIP Roll-Up Claims 41% 4 Senior Secured Claims 8% 7-A General Unsecured Claims 16.8% Against the Non-Schedule III Obligor Debtors 7-C General Unsecured Claims 24.7% Against MSC and MPI ? 7-C General Unsecured Claims 16.8% Against MPCO 7-D General Unsecured Claims 16.8% Against Schedule III Obligor Debtors 8 2015 Notes Claims 16.8% A full-text copy of the Liquidation Analysis is available for free at: http://bankrupt.com/misc/Lyondell_AmLiquidationAnalysis.pdf Evercore Group L.L.C. has amended its analysis of the estimated reorganization enterprise values of LyondellBasell, LyondellBasell's U.S. businesses, LyondellBasell's non-U.S. businesses, the F&F Business, and the Acetyls Business. The Debtors' Reorganization Valuation Analysis assumes an effective date of April 30, 2010, and the date of the valuations is as of April 30, 2010. Under the amended reorganization valuation analysis, the range of the total reorganization value for consolidated LyondellBasell is increased at $14.20 billion to $16.20 billion, with a midpoint of $15.20 billion, compared to a $13.50 billion to $15.50 billion, with a midpoint of $14.50 billion in the Second Amended Disclosure Statement. In addition, LyondellBasell Industries N.V., referred to as New Topco's implied total reorganization equity value has an increased range of $9.03 billion to $11.03 billion, with a midpoint of $10.03 billion, compared to $7.97 billion to $9.97 billion, with a midpoint of $8.97 billion set forth in the Second Amended Disclosure Statement. After deducting a range of estimated reorganization value for the New Warrants of about $85 million to $117 million with a midpoint of $101 million, the implied reorganization equity value of New Topco will range from $8.95 billion to $10.91 billion, with a midpoint of $9.94 billion. The Second Amended Disclosure Statement valued the New Warrants from $85 million to $117 million with a midpoint of $82 million. Similarly, the implied reorganization equity value under the Second Amended Disclosure Statement ranged from $7.90 billion to $9.87 billion, with a midpoint of $9.94 billion. The implied reorganization equity value of New Topco assumes that the Effective Date has occurred and that the $2.55 billion Rights Offering and a $250 million Private Sale have been consummated. After taking into account the issuance of New Common Stock in connection with the $2.55 billion Rights Offering and the $250 million Private Sale, each Purchase Price, Evercore estimates the potential per share price based on the implied reorganization equity value will range from $15.87 to $19.35, with a midpoint of $17.61, in contrast to the $14.01 to $17.51 range set forth in the Second Amended Disclosure Statement. A full-text copy of the Total Enterprise Value of LyondellBasell is available for free at: http://bankrupt.com/misc/Lyondell_ValuationAnalysis.pdf The Debtors also disclosed their amended estimates of the future performance of the Reorganized Debtors and non-Debtors on an aggregate basis, for the next five years, and the 10 years thereafter. A full-text copy of the Amended Projections is available for free at: http://bankrupt.com/misc/Lyondell_AmFinlProjections.pdf The Debtors estimate that New Topco will issue about 158 million Class A shares in exchange for the transfer to its possession of the LBHBV shares. A summary of New Topco's direct issuance of stock is available for free at: http://bankrupt.com/misc/Lyondell_TopcoStockIssuance.pdf March 10 Plan The March 10 3rd Amended Plan, on the other hand, contains certain disclosures and changes, modified claims treatment and comparative analyses. The additional disclosures are: (1) The Debtors added a term in the Revised Settlement stating that in settlement of all issues related to 7.625% senior unsecured notes of Millennium America Inc. due 2026 in the principal amount of $241 million, subject to satisfaction of certain "Millennium Notes Plan Conditions," the holders of the Millennium Notes Claims will receive, on the effective date, distributions in an amount equal to $85.420 million, which will be provided 50% in Cash and 50% in Class A shares. The Millennium Notes Plan Conditions, subject to the Revised Settlement are: (a) all funds managed by Aurelius Capital Management, LP and Appaloosa Management LP have executed plan support agreements by March 11, 2010, and these agreements have not been breached or terminated by a Specified Millennium Noteholder: (b) Law Debenture Trust Company of New York as trustee for the holders of the Millennium Notes has not objected to or appealed the approval of the Revised Settlement; (c) Law Debenture has not objected to confirmation of the 3rd Amended Plan or appealed the order confirming the 3rd Plan; and (d) Law Debenture has taken no further action, directly or indirectly, to prosecute its motion to seek standing to pursue claims that the Debtors' estates may have relating the granting by certain obligor Debtors of guarantees to Wilmington Trust. (2) Although the Debtors and the U.S. Environmental Protection Agency and state environmental agencies have negotiated a settlement in principle of various environmental issues as contemplated under a Environmental Custodial Trust in the 3rd Amended Plan, if the Debtors and the EPA and state environmental agencies are unable to reach a definitive settlement, or are unable to obtain requisite approvals of any settlement prior to the Plan confirmation hearing, the Debtors reserve their right to take any or all of these steps: (a) contribute some or all of the wind-up funds that the Reorganizing Debtors will contribute to a Millennium Custodial Trust to "Schedule III Debtors," or the amount of the funds to individual Schedule III Debtors, as the Bankruptcy Court may approve, in exchange for releases of liability from the Schedule III Debtors as contemplated by the 3rd Amended Plan; (b) seek Bankruptcy Court approval of the Environmental Custodial Trust and the releases of liability to be provided in connection with the creation and approval of the Environmental Custodial Trust over the objection of the EPA and state environmental agencies; (c) seek confirmation of the 3rd Amended Plan with the subsequent approval of the settlement being a condition to the Effective Date; or (d) convert the Chapter 11 cases of some or all of the Schedule III Debtors to cases under Chapter 7. (3) With respect to a Litigation Trust, the 3rd Amended Plan provides that to the extent the Debtors obtain net recoveries from any Preference Claims prior to the Effective Date, these net recoveries will be allocated in this manner: (i) 90% to be held by the Debtors, not subject to any lien, claim or any equitable interest of the Debtors, for the benefit of holders of Allowed General Unsecured Claims, and (ii) 10% to the Debtors for the benefit of their estates. (4) The 3rd Amended Plan provides that to the extent the interests in the Litigation Trust and Creditor Trust are deemed to be "securities," the issuance of these interests under the Plan are exempt, pursuant to Section 1145 of the Bankruptcy Code, from registration under the Securities Act, and any applicable state and local laws requiring registration of securities. (5) To the extent that any Insurance Policy or Insurance Agreement provides or may provide coverage for claims relating to a July 18, 2008, crane collapse at the Debtors' oil refinery in Houston, Texas for which the automatic stay has been modified pursuant to a stipulation filed March 10, 2009, to pursue and liquidate outside of the Bankruptcy Court or for which proofs of claim have been timely and validly filed, nothing in the 3rd Amended Disclosure Statement, the 3rd Amended Plan, a Plan Supplement, a Confirmation Order or any other order of the Bankruptcy Court will have the effect of discharging, or otherwise impairing the rights of any holder of any Crane Accident Claims to prosecute those Crane Accident Claims against the Debtors to judgment or settlement in an appropriate court and assert claims for coverage under or against the Debtors' Insurance Policies and Insurance Agreements and to recover on account of any claims from the Debtors' Insurance Policies and Insurance Agreements. (6) To the extent the Millennium Notes Plan Conditions have been satisfied, the form and substance of the (i) confirmation order, (ii) the confirmed Plan and (iii) a final order approving the Revised Settlement is subject to Law Debenture's satisfaction; (7) Under the Debtors' Reorganization Valuation Analysis, Evercore changed the midpoint of the implied reorganization equity value of the New Warrants from $9.94 billion to $9.93 billion. (8) Under the amended liquidation analysis, Class 7-C General Unsecured Claims against MSC will recover 18.3%, Class 7-C General Unsecured Claims against MPI will recover 23.8% and Class 8 Notes Claims will recover 0 to 15.7% of their claims. A full-text copy of the revised liquidation analysis is available for free at: http://bankrupt.com/misc/Lyondell_AmLiqAnalysis.pdf Modified Claims Treatment The March 10 3rd Amended Plan amends the estimated recovery and treatment of certain classes of claims: (A) The estimated recovery of Class 4 Senior Secured Claims is reduced to 66.1 to 77.2%. (B) In addition to receiving Class A shares in the aggregate of $195 million, holders of Class 7-C General Unsecured Claims and Senior/Bridge Guarantee Claims against MPI will receive Class A shares valued at $57.6 million, and holders of Allowed General Unsecured Claims against MSC will receive Class A shares valued at $4.4 million in light of a settlement of the intercompany claims between Millennium America Inc. and MPI and between Millennium America Inc. and MSC, provided that the maximum value distributable to holders of Allowed General Unsecured Claims against MPCO will be $0, against MPI will be $213,935,341 and against MSC will be $71,578,926. The estimated recovery percentages for holders of Class 7-C Claims is available for free at: http://bankrupt.com/misc/Lyondell_Class7CAmEstRec.pdf (B) Holders of Class 7-D General Unsecured Claims and Senior/Bridge Deficiency Claims Against Schedule III Obligor Debtors will receive on the Effective Date, distributions in an amount equal to $85.420 million, which will be provided 50% in Cash and 50% in Class A Shares. The estimated recovery percentages for holders of Class 7-D Claims is available for free at: http://bankrupt.com/misc/Lyondell_Class7DAmEstRec.pdf (C) Estimated recovery of Class 8 2015 Notes Claims is reduced from 16.8% to 15.7%. Moreover, a $15 million in cash under the Revised Settlement otherwise allocated to the 2015 Claims will be distributed to holders of the Millennium Notes Claims in settlement of the Millennium Standing Motion. Comparative Analyses In connection with the hearing to approve the DIP Financing, Duff & Phelps prepared total enterprise valuation analyses for LBI and certain of its subsidiaries on January 6, 2009. The D&P Analyses included a valuation range for LBI of $17.6 billion to $20.8 billion with a midpoint of $19.2 billion, Mr. Troop notes. He explains that a precise comparison of the D&P Analyses and the valuation analyses prepared by Evercore for LyondellBasell is challenging due to factors, including different (i) valuation dates, (ii) business plan projection periods, (iii) application of various aspects of the selected peer group public company trading methodology and the discounted cash flow valuation methodology, and (iv) judgments applied to the results of these analyses. Nonetheless, to facilitate a comparison of some of the key factors distinguishing the valuation conclusions reached by Duff & Phelps and Evercore in the analyses, two comparative analyses have been prepared -- (I) a Comparative Selected Peer Group Public Company Trading Methodology Analysis and (II) a Comparative Discounted Cash Flow Methodology Analysis. Mr. Troop says that the Comparative Analyses illustrate that differences in business plan projections are the primary cause of the difference in the conclusions associated with the D&P Analyses and the Evercore Analyses. A full-text copy of the Comparative Analyses is available for free at http://bankrupt.com/misc/Lyondell_ComparativeAnalyses.pdf Full-text copies of the March 10 3rd Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Lyondell_Mar103rdAmPlan.pdf http://bankrupt.com/misc/Lyondell_3rdAmDS.pdf http://bankrupt.com/misc/Lyondell_Mar103rdAmDS.pdf Blacklined versions of the Disclosure Statement are available for free at: http://bankrupt.com/misc/Lyondell_Mar103rdAmPlan_blacklined.pdf http://bankrupt.com/misc/Lyondell_3rdAmDS_blacklined.pdf http://bankrupt.com/misc/Lyondell_Mar103rdAmDS_blacklined.pdf Solicitation Schedule In light of the approval of the Disclosure Statement for the Debtors' Third Amended Joint Plan of Reorganization, Judge Gerber also authorized the solicitation of votes for the 3rd Amended Plan in accordance with approved plan solicitation procedures and schedule. Judge Gerber fixed March 11, 2010, as the record date for the purpose of determining (i) the creditors who are entitled to vote on the 3rd Amended Plan and (ii) in the case of non-voting classes, the creditors and interest holders who are entitled to receive a Notice of Non-Voting Status. The Court authorized the Debtors to mail solicitation packages, which include the approved Disclosure Statement, a copy of the Disclosure Statement Order, and plan support letters. The Solicitation Packages will be mailed no later than March 17. All Ballots must be properly delivered to Financial Balloting Group, the Debtors' ballot solicitation and tabulation agent, Financial Balloting Group by (i) first-class mail, either in the return envelope provided with each Ballot, or to the address indicated, (ii) overnight courier, or (iii) personal delivery so that they are received by FBG no later than 4:00 p.m. on April 15, 2010. DS Objections Counsel to the Debtors, George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, informs the Court that of the 19 formal objections and two joinders to the Disclosure Statement accompanying their Third Amended Joint Plan of Reorganization, 14 of these objections were resolved, while seven objections remain unresolved. A summary chart that identifies each objection and the Debtors' responses to each is available for free at: http://bankrupt.com/misc/Lyondell_DSObjsStatus.pdf With respect to the unresolved Disclosure Statement objections, the Debtors have modified or added language to their Disclosure Statement to address each objection. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELLBASELL INDUSTRIES: Moody's Puts 'B1' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service has assigned a B1 Corporate Family Rating and a Speculative Grade Liquidity rating of SGL-2 to LyondellBasell Industries N.V., as well as prospective ratings for debt to be issued by Lyondell Chemical Company -- Ba3 -- on a $1 billion first lien term loan and a $2.25 billion first lien seven year notes plus a B3 rating on $3.25 billion of third lien eight year roll-up notes. Proceeds from this debt plus a $2.8 billion rights issue will be used to refinance the existing Debtor-in-Possession debt, fund liabilities required by its bankruptcy court approved Plan of Reorganization and provide a roughly $2 billion initial cash balance upon emergence from bankruptcy. These ratings assume that the final documentation for the rated debt will be consistent with term sheets and drafts provided to Moody's. The rating outlook is stable. The bankruptcy court has set April 15, 2010, as the deadline for voting on the POR and participating in the rights offering. The confirmation hearing for the POR is currently scheduled for April 23, 2010. LBI will emerge from bankruptcy subsequent to the confirmation hearing. "The approved plan of reorganization will remove roughly 90% of LyondellBasell's prior debt and provide access to over $3 billion of liquidity, ensuring that it will have the resources necessary to further rationalize capacity and make the necessary investments to improve its cost structure over the next several years," stated John Rogers Senior Vice President at Moody's. LyondellBasell's B1 CFR reflects its limited leverage, large size, significant vertical integration, operational diversity, leading market positions in key commodities, stable licensing and catalyst business, and a management team with a good track record in the petrochemical industry. It also reflects the strong credit metrics for the B1 rating with Total Debt/EBITDA of less than 5.0x and Retained Cash Flow/Total Debt in the low-to-mid teens (these metrics reflect Moody's Global Standard Adjustments to Financial Statements, which add roughly $3 billion in additional debt and nearly $360 million to EBITDA). LBI and its affiliates are one of the top five largest global producers of ethylene, propylene, polyolefins, propylene oxide and related derivatives. It also has a leading global position in polyolefin technology licensing. LBI is the global leader in polypropylene (PP) production and technology licensing; it also has a leading share of the PP catalyst market. LBI also has two refineries with a total capacity of 373,000 barrels/day of capacity, which provide feedstocks to certain of its ethylene crackers. LBI's ratings are tempered by Moody's view of the need for further rationalization of capacity, especially in Europe, exposure to volatile petrochemical feedstocks and the negative impact of new international capacity coming on-line over the next two years. Management has already announced investments to improve the cost position of its US ethylene crackers to enable more efficient utilization of lighter feedstocks, as well as actions to improve its cost position in Europe. The stable outlook reflects Moody's expectation that management will continue to focus on improving its global cost position and increasing free cash flow. Additionally, it assumes that management's financial policies will be conservative and that the board will be truly independent subsequent to its emergence from bankruptcy. Currently representatives from Apollo Management, Access Industries and Ares Capital management constitute a majority of the board of directors (five of nine) and will likely remain so until the company's debut on the NYSE, which requires independent directors to constitute a majority of the board LBI could significantly exceed Moody's projections for 2010, given the strength of olefin and polyolefin margins in the first quarter, as well as the modest improvement in the Maya -- WTI spread, which should benefit its Houston refinery. If LBI were to maintain Total Debt/EBITDA of less than 4.5x and RCF/Total Debt of close to 15%, Moody's would consider a positive outlook or the appropriateness of a higher rating. However, if Total Debt/EBITDA were to rise above 6.0x, Moody's could change the outlook to negative. The SGL-2 rating reflects the company's strong liquidity with a cash balance that is expected to be above $1.8 billion and an undrawn $1.75 billion asset based revolving credit facility. The ABL expires in 2013 and has no covenants unless availability falls below certain thresholds (assumed to be roughly $300 million initially). The SGL-2 also reflects the fact that final drafts of the agreements along with the financial covenants were not yet available. Upon receipt of final documentation, Moody's will determine if a higher designation is appropriate. A European subsidiary of LBI will also have access to a Euro450 million accounts receivable program, however this replaces an existing facility and is expected to be nearly fully drawn. The Ba3 rating on the first lien term loan and notes reflects their security in the U.S. assets of LCC, as well as guarantees from all domestic operating subsidiaries and LBI. The B3 rating on the third lien notes, reflects its subordination to a substantial amount of first lien debt and potential debt at international subsidiaries. Ratings assigned: LyondellBasell Industries N.V. (Guarantor of the rated debt) * Corporate Family Rating at B1 * Probability of Default Rating at B1 * Speculative Grade Liquidity Rating of SGL-2 Lyondell Chemical Company * $1.0 billion Guaranteed Senior Secured 1st lien term loan due 2016 at Ba3 (LGD 3/37%) * $2.25 billion Guaranteed Senior Secured 1st lien notes due 2017 at Ba3 (LGD 3/37%) * $3.25 billion Guaranteed Senior Secured 3rd lien notes due 2018 at B3 (LGD 5/88%) This is Moody's initial rating action for LyondellBassell Industries N.V. Moody's had rated its predecessor company, LyondellBasell AF SCA Holding Ltd until July 8, 2009; its ratings were withdrawn due to its default on the vast majority of its debt. LyondellBasell Industries N.V. is one of the world's largest independent petrochemicals companies. LBI is a leading manufacturer of olefins, polyolefins, propylene oxide and related derivatives; it also has a large global licensing and catalyst business (primarily related to polyolefins production technologies). LBI also has two refineries with a total capacity of over 370 thousand barrels per day. LBI had revenues of roughly $31 billion for the last four quarters ending December 31, 2009. MAGNACHIP SEMICONDUCTOR: To Raise $250 Million Public Offering -------------------------------------------------------------- MagnaChip Semiconductor LLC filed a Form S-1 with the Securities and Exchange Commission, stating that it plants to raise $250 million proposed maximum aggregate offering price with a registration amount of $17,825. The company said it plants to use the net proceeds from this offering: * approximately $12 million to fund incentive payments to all of our employees; and * approximately $[____] million to fund working capital and for general corporate purposes. The Company intends to invest the net proceeds of this offering in short-term, investment-grade, interest-bearing securities. If the Company raises more or fewer proceeds from this offering than anticipated, the Company expects to increase or reduce the amount that it uses to fund working capital and for general corporate purposes by a commensurate amount. In the filing, the Company said it does not intend to pay any cash dividends on its common stock in the foreseeable future after this offering. The Company expects to retain all of its future earnings after this offering for use in the development of its business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of its board of directors. The payment of cash dividends on its common stock is restricted under the terms of its senior secured credit agreement. A full-text copy of the company's Form S-1 is available for free at http://ResearchArchives.com/t/s?5906 About MagnaChip Semiconductor Headquartered in South Korea, MagnaChip Semiconductor LLC -- http://www.magnachip.com/-- is a leading, Asia-based designer and manufacturer of analog and mixed-signal semiconductor products for high volume consumer applications. The Company has a broad range of analog and mixed-signal semiconductor technology and intellectual property, supported by its 29-year operating history, large portfolio of registered and pending patents and extensive engineering and manufacturing process expertise. Citigroup Venture Capital Equity Partners LP was part of the investor group that acquired MagnaChip in 2004 from Hynix Semiconductor Inc. MagnaChip Semiconductor S.A. and five other entities filed for Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 cases are jointly administered under Case No. 09-12008, MagnaChip Semiconductor Finance Company. Judge Peter J. Walsh handles the case. Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors as counsel. Howard A. Cohen, Esq., at Drinker Biddle & Reath serves as counsel for the official committee of unsecured creditors. Omni Management Group LLC is the Debtors' claims agent. In their formal schedules, MagnaChip Semiconductor S.A. disclosed $951,917,782 in assets against $845,903,186 in debts while MagnaChip Semiconductor B.V. disclosed assets of $762,465,739 against debts of $1,800,612,084. MALLARD CREEK: Files for Chapter 7 Bankruptcy --------------------------------------------- Eric Smith at Memphis Daily News reports that Mallard Creek Realty Inc. filed for Chapter 7 bankruptcy after it closed all of its branches in January 2009, which affected about 42 agents. Mr. Smith, citing a lawsuit filed in 2009 in the Circuit Court, says the Company has alleged debts of up to $162,538 consists of unpaid franchise, management and advertising fees, plus plate, finance and interest charges. Mallard Creek Realty Inc. owns Stanley Homes. MGM MIRAGE: Contractor Files Mechanics' Liens on CityCenter ---------------------------------------------------------- The primary general contractor for CityCenter Holdings LLC, which is a joint venture entity between subsidiaries of MGM MIRAGE delivered a notice of its intent to file mechanics' liens on CityCenter with respect to an alleged approximately $492 million claim against CityCenter. Under the notice, the lien may be filed within 15 days following the date of the notice. CityCenter believes that its actual obligation to the general contractor is substantially less than the amount claimed and that it is also entitled to significant offsets against the claimed amount. CityCenter intends to pursue all of its rights and remedies against the general contractor, including arbitration. Nevertheless, because the general contractor may be able to file liens on CityCenter for an amount in excess of what CityCenter's fully drawn $1.8 billion senior secured credit facility allowed, CityCenter has obtained a six- month amendment to the credit facility that allows for additional construction liens in an amount more than sufficient to cover the threatened liens. In addition, CityCenter believes that it has significant claims against the general contractor related to its role in connection with the Harmon Hotel construction, which construction was halted by local building inspectors due to construction defects. While CityCenter's investigation into the general contractor's potential liability regarding the Harmon Hotel is continuing, and there can be no assurance at this point as to the ultimate outcome of any action CityCenter may undertake, CityCenter believes that the amount of its claim against the general contractor may exceed the amount of CityCenter's estimated remaining liability to the general contractor. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 11, 2010, Moody's Investors Service upgraded MGM MIRAGE's Probability of Default Rating to Caa2 from Caa3, and Corporate Family Rating to Caa1 from Caa2. Moody's also raised MGM's senior unsecured ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3 from Ca. A B1 was assigned to MGM's proposed $845 million senior secured notes due 2020. The rating outlook is stable. The TCR also said Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Las Vegas-based MGM MIRAGE's proposed $845 million senior secured notes due 2020. The notes were rated 'B' (two notches higher than the 'CCC+' corporate credit rating on the company) with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for noteholders in the event of a payment default. The company plans to use proceeds from the proposed offering to repay a portion of its credit facilities in connection with the recently executed amendment. At the same time, S&P affirmed all of its existing ratings on MGM MIRAGE, including the 'CCC+' corporate credit rating. The rating outlook is developing. "The 'CCC+ corporate credit rating reflects MGM MIRAGE's significant debt burden, S&P's expectation for continued declines in cash flow generation in 2010, and the company's tight liquidity position," said Standard & Poor's credit analyst Ben Bubeck. MGM MIRAGE: Settles With New Jersey Over Borgata Hotel Sale ----------------------------------------------------------- MGM MIRAGE has entered into a settlement agreement with the New Jersey Division of Gaming Enforcement under which it will sell its 50% ownership interest in the Borgata Hotel Casino & Spa and related leased land in Atlantic City. The settlement is subject to approval by the New Jersey Casino Control Commission. If approved, MGM MIRAGE will cease doing business as a gaming licensee in New Jersey. As MGM MIRAGE previously announced, the DGE has recommended to the CCC that MGM MIRAGE's joint venture partner in Macau be found unsuitable and the Company be directed to disengage itself from any business association with this partner. "We have the utmost respect for the DGE but disagree with its assessment of our partner in Macau," said Jim Murren, Chairman and Chief Executive Officer. "Regulators in other jurisdictions in which we operate casinos have thoroughly considered this matter and all of them have either determined that the relationship is appropriate or have decided that further action is not necessary. Since the DGE takes a different view, we believe that the best course of action for our company and its shareholders is to settle this matter and move forward with the compelling growth opportunities we have in Macau." The Casino Control Commission is expected to hold a hearing on the settlement on March 17, 2010. Under the terms of the settlement, the company will place its interest in the Borgata and related leased land in a divestiture trust. The settlement mandates the sale of the trust property within a 30-month period. During the first 18 months, MGM MIRAGE will have the right to direct the trustee to sell the trust property, subject to approval of the CCC. If a sale is not concluded by that time, the trustee will be responsible for selling MGM MIRAGE's interest in the Borgata and related leased land during the following 12-month period. Prior to the consummation of the sale, the divestiture trust will retain any cash flows received in respect of the assets in trust, but will pay property taxes and other costs attributable to the trust property to the extent that minimum trust cash balances are maintained. MGM MIRAGE will be the sole economic beneficiary of the trust. The company will be permitted to reapply for a New Jersey gaming license beginning 30 months after the completion of the sale. MGM MIRAGE owns the Borgata through a 50-50 joint venture with Boyd Gaming Corporation whose interest is not affected by the settlement. "The Borgata is the most successful property in the Atlantic City marketplace, and we expect there will be strong interest in this valuable asset," said Mr. Murren. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on March 11, 2010, Moody's Investors Service upgraded MGM MIRAGE's Probability of Default Rating to Caa2 from Caa3, and Corporate Family Rating to Caa1 from Caa2. Moody's also raised MGM's senior unsecured ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3 from Ca. A B1 was assigned to MGM's proposed $845 million senior secured notes due 2020. The rating outlook is stable. The TCR also said Standard & Poor's Ratings Services assigned its issue-level and recovery ratings to Las Vegas-based MGM MIRAGE's proposed $845 million senior secured notes due 2020. The notes were rated 'B' (two notches higher than the 'CCC+' corporate credit rating on the company) with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for noteholders in the event of a payment default. The company plans to use proceeds from the proposed offering to repay a portion of its credit facilities in connection with the recently executed amendment. At the same time, S&P affirmed all of its existing ratings on MGM MIRAGE, including the 'CCC+' corporate credit rating. The rating outlook is developing. "The 'CCC+ corporate credit rating reflects MGM MIRAGE's significant debt burden, S&P's expectation for continued declines in cash flow generation in 2010, and the company's tight liquidity position," said Standard & Poor's credit analyst Ben Bubeck. MIDWEST BANC: Transfer of Listing to Nasdaq Capital Market Okayed ----------------------------------------------------------------- Midwest Banc Holdings, Inc., received a letter from The Nasdaq Stock Market Inc. on September 15, 2009, notifying the Company of its failure to maintain a minimum closing bid price of $1.00 per share on its common stock over the preceding 30 consecutive business days as required by Nasdaq Marketplace Rule 5450(a)(1). The letter stated that the Company had until March 15, 2010, to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of ten consecutive business days. The Company has not been able to satisfy this requirement. On March 11, 2010, Nasdaq notified the Company that it had approved the Company's application to transfer its common stock from the Nasdaq Global Market to the Nasdaq Capital Market effective March 16, 2010. Nasdaq has advised the Company that it has been granted an additional 180 calendar-day compliance period which will end on September 13, 2010. If the Company does not maintain a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive business days by September 13, 2010, Nasdaq will notify the Company that its common stock is subject to delisting from Nasdaq. At that time, the Company may appeal Nasdaq's determination to delist its common stock to a Listing Qualifications Panel. The Company's common stock will trade on the Nasdaq Capital Market under the symbol "MBHI." The Company has previously announced plans to address possible non-compliance with the bid price requirement by means of a reverse stock split. The reverse stock split has been approved by the Company's stockholders. However, there can be no assurance that it will be implemented. The Company's depositary shares (each of which represents a 1/100 interest in a share of its Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock) are listed for trading on the Nasdaq Global Market. Nasdaq also has advised the Company that the depositary shares will be listed for trading on the Nasdaq Capital Market effective March 16, 2010, trading under the symbol "MBHIP." About Midwest Banc Holdings Based in Melrose Park, Illinois, Midwest Banc Holdings, Inc. (NASDAQ:MBHI) is a half century old community bank with $3.5 billion in assets at September 30, 2009. The Company has two principal operating subsidiaries: Midwest Bank and Trust Company and Midwest Financial and Investment Services, Inc. Midwest Bank has 26 locations serving the diverse needs of both urban and suburban Chicagoland businesses and consumers through its Commercial Banking, Wealth Management, Corporate Trust and Retail Banking areas. The Company has $3.43 billion in total assets and $3.37 billion in total liabilities resulting to a $50.0 million stockholders' equity, as of December 31, 2009. * * * Midwest Banc Holdings violated the covenants under its revolving line of credit and term note and the related loan documents relating to the level of nonperforming loans and the failure to report a quarterly profit, as of June 30, 2009; did not make a required $5.0 million principal payment due on July 1, 2009 under the covenant waiver for the third quarter of 2008, for which the Company was advised by its lender that such noncompliance constituted a continuing event of default; and did not pay the lender all of the aggregate outstanding principal on the revolving line of credit at its maturity date of July 3, 2009, which constituted an additional event of default under the Credit Agreements. The Company did not make a required $5.0 million principal payment due on October 1, 2009. As reported by the Troubled Company Reporter on October 30, 2009, the Company entered into a Forbearance Agreement with its lender. The forbearance period expires March 31, 2010. MIDWEST MANUFACTURING: Files for Bankruptcy Protection ------------------------------------------------------ The Orange Country Register, citing report from The Associated Press, says Midwest Manufacturing Inc. filed for bankruptcy protection, listing assets of $1.32 million, and $4.08 million in liabilities. Headquartered in Lake Forest, Midwest Manufacturing Inc. makes products old under the brand name Wheatware in Grand Island, Nebraska. MOLECULAR INSIGHT: Recurring Losses Prompt Going Concern Doubt -------------------------------------------------------------- On March 16, 2010, Molecular Insight Pharmaceuticals, Inc., filed its annual report on Form 10-K for the year ended December 31, 2009, with the Securities and Exchange Commission. Deloitte & Touche LLP expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's consolidated financial statements as of and for the year ended December 31, 2009. The internal auditors noted that of the Company's difficulties in meeting its bond indenture covenants and its recurring losses from operations. The Company reported a net loss of $66.5 million on $5.5 million of revenue for 2009, compared to a net loss of $81.3 million on $474,559 of revenue for 2008. The Company's balance sheet as of Dec. 31, 2009, showed $74.6 million in assets and $185.1 million IN debts, for a stockholders' deficit of $110.5 million. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?597e Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc. (NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a clinical-stage biopharmaceutical company that is focused on the discovery and development of targeted therapeutic and imaging radiopharmaceuticals for use in oncology. MSJ INVESTMENT: Alliance Bank Disputes Use of Hotel Revenues ------------------------------------------------------------ MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., are asking the U.S. Bankruptcy Court for the District of Arizona for permission to use income from their hotel operation to fund their operations while in Chapter 11. The Debtors said the hotel revenues constitute cash collateral securing loan obligations to Alliance Bank of Arizona. The Debtors said the Hotel is the principal asset of the estate, and Debtors rely on the revenues to pay management, repairs, maintenance, utilities, taxes, payroll, and other necessary operating expenses. According to the Debtors, the continued operation and preservation of the Hotel for the benefit of the creditors and the occupants requires that they use the revenues to pay all necessary operating expenses. The Debtors believe they are entitled to use any and all Rents from the Hotel because their secured lender's interests are adequately protected by preservation, maintenance, and current operations of the Hotel. The Debtors argued that Alliance is entitled to protection of its interests only against losses attributable to the decrease in the value of its collateral. According to the Debtors, a monthly budget that they have prepared provides for both physical and economic maintenance of the Hotel and the value of the Hotel is relatively stable. Alliance lent money to MSJ Investment as evidenced by a Secured Promissory Note issued by MSJ Investment in favor of Alliance in the original principal amount of $7,000,000. Alliance was granted a security interest in, among other things, certain real property located in Pima County, Arizona, and the buildings, personal property, leases, subleases, rents, deposits, profits, damages royalties, and income related to the Property. The Loan matured on October 5, 2009, and all amounts due and owing under the Loan Documents became due and payable as of such date. Despite demand, no payment has been made under the Loan Documents and the outstanding indebtedness remains due and owing and the outstanding defaults under the Loan Documents have not been cured. Prior to the Petition Date, Alliance had filed a complaint and sought appointment of a receiver for the Debtors' estate. Alliance Bank is seeking to block court approval of the Debtors' request. Alliance Bank argued that since the default last year, MSJ Investment has provided absolutely no financial information on hotel operations, and Alliance is unable to tell whether the hotel is operating at a gross profit even before debt service. The only information Alliance has to go on is MSJ Investment has failed to make monthly payments due under the Note or otherwise perform, which indicates that the hotel is not operating profitable. Alliance wants MSJ Investment to provide a financial accounting of hotel operations for the last six months so that it can determine whether the hotel is operating profitably even before debt service. Alliance said that prior to the bankruptcy, MSJ Investment removed significant funds from its operating accounts at Alliance Bank. The bank said the Debtor's Budget indicates that $103,653.80 is being maintained at Southern Arizona Community Bank. If these are the funds that were removed from MSJ Investment's operating account at Alliance, then the funds constitute Alliance's Cash Collateral, and may not be spent by MSJ Investment for any purpose absent Alliance's consent or a Court order. Alliance Bank of Arizona is represented in the case by: Jonathan M. Saffer, Esq. Nathan G. Kanute, Esq. SNELL & WILMER L.L.P. One South Church Avenue, Suite 1500 Tucson, AZ 85701-1630 Tel: (520) 882-1236 E-mail: jmsaffer@swlaw.com nkanute@swlaw.com MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., own a 104-unit hotel property in Pima County, Arizona. Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D. Ariz. Case No. 10-03643). Scott D. Gibson, Esq., at Gibson, Nakamura & Green, PLLC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $1,000,001 to $100,000,000. MSJ INVESTMENT: U.S. Trustee Fails to Appoint Creditors Panel ------------------------------------------------------------- The United States Trustee for the District of Arizona advises the Bankruptcy Court that a committee under 11 U.S.C. sec. 1102 has not been appointed in the bankruptcy cases of MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., because an insufficient number of persons holding unsecured claims against the Debtors have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. MSJ Investment Properties, LLC, and P&G Investment Properties, Inc., own a 104-unit hotel property in Pima County, Arizona. Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D. Ariz. Case No. 10-03643). Scott D. Gibson, Esq., at Gibson, Nakamura & Green, PLLC, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $1,000,001 to $100,000,000. MUZAK HOLDINGS: GE Arranges $109 Million Exit Facility ------------------------------------------------------ GE Capital, Restructuring Finance, is sole collateral agent for a $109 million cash flow plan of reorganization credit facility for Muzak, a leading provider of music and sensory branding services for businesses. The loan supports Muzak's exit from bankruptcy and ongoing working capital needs. GE Capital Markets served as sole lead arranger on a portion of the facility. "As a longstanding GE borrower, we appreciate having a lender who works with us in both good and challenging times," said Dodd Haynes, CFO for Muzak. "GE's commitment will allow us to move forward and focus our energy on our long-term business objectives." "We worked closely with Muzak to structure financing that would provide the company with an optimal level of liquidity," said Rob McMahon, managing director, GE Capital, Restructuring Finance. "In-depth knowledge of our customers and restructuring finance expertise means more options in tough times for our borrowers." About GE Capital GE Capital, Restructuring Finance is a leading provider of senior secured loans to distressed companies supporting Chapter 11 filings, plan-of-reorganizations and out-of-court restructurings. Visit gelending.com/clnews. About Muzak Holdings Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC -- http://www.muzak.com/-- creates a variety of music programming from a catalog of over 2.6 million songs and produces targeted custom in-store and on-hold messaging. Through its national service and support network, Muzak designs and installs professional sound systems, digital signage, drive-thru systems, commercial television and more. The Company and 14 affiliates filed for Chapter 11 protection on February 10, 2009 (Bankr. D. Del. Lead Case No. 09-10422). Moelis & Company is serving as financial advisor to the Company. Kirkland & Ellis LLP is the Debtors' counsel. Klehr Harrison Harvey Branzburg & Ellers has been tapped as local counsel. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. Muzak's petition listed assets of $324 million against debt of $465 million, including $101 million owed on a senior secured credit facility, $220 million in senior notes and $115 million in subordinated notes. NATIONWIDE PARKING: Files for Chapter 11 Bankruptcy in Colorado --------------------------------------------------------------- According to KTBS.com, Nationwide Parking Services of Shreveport LLC filed for Chapter 11 protection in the U.S. Bankruptcy Court in Colorado due to financial troubles. The Company owes $703,666 unsecured claim to Shreveport Airport Authority. The Airport allowed the Company to catch up in payments but it failed, the report says. Nationwide Parking Services of Shreveport LLC holds the parking contract at Shreveport Regional Airport. NLP ACQUISITION: Gets Interim OK to Use FirstMerit Collateral ------------------------------------------------------------- Judge Russ Kendig of the U.S. Bankruptcy Court for the Northern District of Ohio granted NLP Acquisition Limited Partnership; H.P.W. Ltd.; Haines Enterprises; and Seniah Corp. permission, on an interim basis, to use cash collateral to pay operating expenses and make improvements to their rental properties to maximize their value for their creditors' benefit. FirstMerit Bank, N.A., and the Debtors stipulated to the use of FirstMerit's cash collateral. In September 2009, FirstMerit obtained judgment by confession of roughly $14.6 million against the Debtors before the Courts of Common Pleas of Summit County and Stark County, in Ohio. The Federal Home Loan Mortgage Corporation, secured creditor of Seniah, commenced a lawsuit in the Stark County Common Pleas Court on February 12, 2010, seeking judgment of $9.358 million, plus costs and interest. The lawsuit remains pending. The Debtors attempted to reorganize their affairs outside of bankruptcy, but could not reach satisfactory agreements with FirstMerit or Freddie Mac, and therefore filed for Chapter 11 to reorganize their financial affairs. FirstMerit had objected to the use of cash collateral, pointing out that Debtors NLP and HPW never attempted to negotiate an Agreed Cash Collateral Order with FirstMerit. NLP Acquisition Limited Partnership; H.P.W. Ltd.; Haines Enterprises; and Seniah Corp. own and operate several apartment complexes in Stark and Summit Counties, Ohio. They rent apartments to tenants on a monthly basis. North Canton, Ohio-based NLP Acquisition Limited Partnership filed for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr. N.D. Ohio Case No. 10-60613). Patrick J. Keating, Esq., at Buckingham, Doolittle & Burroughs LLP, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. NORTH COUNTRY BBQ: Sells to Franchiser Famous Dave's ---------------------------------------------------- Bill Rochelle at Bloomberg News reports that North Country BBQ Ventures Inc. received approval from the Bankruptcy Court to sell seven Famous Dave's BBQ restaurants for $7.4 million to the franchiser Famous Dave's of America Inc. The auction attracted three other bidders. The franchiser's original bid was $5 million. About North Country Based in New Providence, New Jersey, North Country is one of the Company's largest franchisees with restaurants located in New Jersey, New Hampshire and New York. North Country BBQ Ventures Inc., an operator of nine Famous Dave's BBQ restaurants, filed a Chapter 11 petition on Dec. 18 in Newark, New Jersey (Bankr. D. N.J. Case No. 09- 44194). The Chapter 11 petition said assets are less than $10 million while debt exceeds $10 million. NORTHSIDE TOWER REALTY: Case Summary & 11 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Northside Tower Realty, LLC 1827 Flushing Avenue Ridgewood, NY 11385 Bankruptcy Case No.: 10-42080 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Dennis E. Milton Debtor's Counsel: Marc A. Pergament, Esq. Weinberg Gross & Pergament LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 Email: mpergament@wgplaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company has assets of $17,100,160, and total debts of $28,096,953. The petition was signed by Anthony Ciuffo and Paul Vallario, the company's managing member. Debtor's List of 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Scher Law Firm $102,421 Ultimate Security $22,795 DACK Consulting $14,225 Solution Inc. NationalGrid $14,038 Met Rock $12,467 Big City Development $8,500 Strazzullo Law Firm $5,000 Sullivan Landscaping $4,097 Kaufman Dolowich Law $3,449 Firm Environmental Control $1,600 Board VDA LLC $514 ORLEANS HOMEBUILDERS: DIP Financing Plea Final Hearing on April 6 ----------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has set the final hearing for April 6, 2010, at 3:30 p.m. on Orleans Homebuilders, Inc., et al.'s request to obtain postpetition secured financing from a syndicate of lenders led by Wachovia Bank, National Association, as administrative agent. The Debtor received the interim approval of the Court for up to $26 million of the Debtor's $40 million debtor-in-possession (DIP) financing line, including up to $11 million of cash funding and up to $15 million of letters of credit. The Debtor intends to use the proceeds of the financing for, among other things, its ordinary course business expenses. The DIP Facilities will mature on March 1, 2011. All obligations of the Debtors to the Agent and the DIP Lenders under the DIP Facilities will be (i) entitled to superpriority administrative expense claim status; (ii) secured by a first priority, security interest in and lien on all of the Debtor's assets; (ii) secured by a perfected first priority lien on all of the Debtors' property that wasn't subject to the liens of the prepetition lenders, if any; and (iv) secured by a perfected second priority lien on all property of the Debtors that is subject to prior liens in existence at the time of the commencement of the bankruptcy cases that were perfected prior to the Petition Date. The interest rate of the DIP revolving facility will be equal to LIBOR Market Index Rate plus 8.50%, subject to a LIBOR floor of 2.00%. Interest Rate on the DIP term facility will be equal to LIBOR plus 3.50%, subject to a LIBOR floor of 2.00%. Interest payments will be payable on the 15th of each month in arrears. In the event of default, interest rate will be 2.25% above the then current rate of interest. The Debtors covenant that it won't at any time maintain a cash balance in excess of $5 million. The Debtors won't permit the collateral value ratio to be less than 2.00:1.00. The Debtors must either (i) (a) file their join disclosure statement and joint plan of reorganization with the Court no later than May 15, 2010, (b) obtain court approval of their joint disclosure statement no later than June 30, 2010, and (c) obtain confirmation of their plan of reorganization no later than July 30, 2010; or (ii) (a) file a motion to sell substantially all assets and biding procedures no later than April 30, 2010, (b) obtain court approval of bidding procedures for the sale no later than May 20, 2010, (c) conduct an auction of all or substantially all of the Debtors' assets no later than June 10, 2010, (d) obtain court approval of the sale to the successful bidder no later than June 20, 2010, and (e) close sales transaction and receipt of Lenders of sale proceeds no later than July 5, 2010. More information on the DIP financing is available for free at: http://bankrupt.com/misc/ORLEANS_HOMEBUILDERS_termsheet.pdf The Agent is represented by Reed Smith, LLP. Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Delaware Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. The Company estimated assets and debts at $100,000,001 to $500,000,000. OTTER TAIL: Disclosure Statement Hearing on April 7 --------------------------------------------------- The Bankruptcy Court will convene a hearing on April 7 to consider approval of the disclosure statement explaining the reorganization plan of Otter Tail AG Enterprises LLC. Bill Rochelle at Bloomberg News reports that the reorganization plan will be financed with a fresh $12 million provided by existing owners. Under the Plan, the first-lien credits, totaling almost $60 million, will be rolled over in full into modified loans. Revenue bonds and general obligation bonds, totaling $26 million in subordinated secured debt, are treated as being unsecured and will be paid a total of $3.25 million. Unsecured creditors, with $300,000 in claims, are to receive 12.5%. Under the Plan, existing members of Otter Tail's management will maintain their current positions. About Otter Tail Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC -- http://www.ottertailethanol.com/-- owns and operates a nameplate capacity 55 million gallon annual production plant of undenatured ethanol in Fergus Falls, Minnesota. The Company processes approximately 20 million bushels of corn into approximately 55 million gallons of ethanol each year. In addition, the Company sells distillers grains, a principal co- product of the ethanol production process. The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D. Minn. Case No. 09-61250). The petition listed assets of $66.4 million against $86 million in debt, nearly all secured. The largest secured creditor is AgStar Financial Services, owed $40.9 million. PACIFIC CAPITAL: Moody's Junks Rating on Long-Term Deposits ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of Pacific Capital Bank, N.A. (bank financial strength rating to E from E+; long-term deposits to Caa1 from B3; long-term other senior obligations to C from Caa3). Pacific Capital Bank, N.A. is the operating subsidiary of Pacific Capital Bancorp, which has a long- term issuer rating of C. Following the downgrade, the rating outlook is stable. This concludes the review for downgrade initiated on December 24, 2009. Moody's said that the downgrade is the result of its view that Pacific Capital Bank's depositors and creditors are exposed to greater losses due to the extended period that Pacific Capital has taken to resolve its capital issues. In its recently filed 10-K for 2009, the company's auditors expressed concern on Pacific Capital's ability to continue as a going concern. The current ratings reflect an expected loss for uninsured depositors of 0-10% and more than 50% for unsecured creditors. The stable outlook reflects Moody's opinion that the Caa1 rating for long-term deposits appropriately captures the risk to uninsured depositors. The last rating action was on December 24, 2009, when Moody's downgraded the long-term issuer rating of Pacific Capital Bancorp to C and the long-term deposit and other senior obligations ratings of Pacific Capital Bank, N.A., to B3 and Caa3, respectively. Following this action, bank ratings remained on review for possible further downgrade. Pacific Capital Bancorp, which is headquartered in Santa Barbara, CA, reported total assets of $7.5 billion as of December 31, 2009. Downgrades: Issuer: Pacific Capital Bank, N.A. -- Bank Financial Strength Rating, Downgraded to E from E+ -- Issuer Rating, Downgraded to C from Caa3 -- OSO Senior Unsecured OSO Rating, Downgraded to C from Caa3 -- Senior Unsecured Deposit Rating, Downgraded to Caa1 from B3 Outlook Actions: Issuer: Pacific Capital Bank, N.A. -- Outlook, Changed To Stable From Rating Under Review PARK AVENUE BANK: Former CEO Arrested on TARP Fraud --------------------------------------------------- The Wall Street Journal's Lingling Wei and Chad Bray report that Charles J. Antonucci Sr., the former president and chief executive of the Park Avenue Bank of New York, was arrested Monday on numerous charges, including allegations of defrauding regulators in connection with what prosecutors said was his desperate effort to save his New York bank from failing. According to the Journal, prosecutors said Mr. Antonucci made false statements to regulators in an effort to obtain about $11 million from the U.S. government's Troubled Asset Relief Program. "The bank was broken, so, in October and November 2008, [Mr.] Antonucci methodically went about pretending to fix it," said Preet Bharara, the U.S. attorney in Manhattan, at a press conference, the Journal reports. A full-text copy of the U.S. attorney's statement is available at no charge at: http://ResearchArchives.com/t/s?590b The Journal says Park Avenue Bank was a lender with more than $500 million in assets that specialized in commercial-real-estate loans. The bank failed on Friday after piling up more than $27 million in net losses last year. The Journal, citing filings the bank made with the Federal Deposit Insurance Corp., relates the bank's bad real-estate loans shrank its capital to just $3.3 million at year's end, down 87% from two years earlier. The Journal says other charges against Mr. Antonucci include accepting free plane rides from a bank customer and stealing $103,000 from pastors of a church in Coral Springs, Florida. The Journal says he could face up to 30 years in prison for each fraud and embezzlement charge. The Journal says bail was set at $2 million, to be secured by his home in Fishkill and his wife's apartment in Queens, N.Y. The bank's four branches were taken over by Valley National Bank. Park Avenue Bank of New York isn't affiliated with Park Avenue Bank in Georgia. PHILIPS-VAN HEUSEN: Moody's Reviews 'Ba2' Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service placed all ratings of Philips-Van Heusen Corp on review for a possible downgrade. LGD assessments are subject to change. The rating action follows PVH's announcement that it has entered into a definitive agreement to acquire Tommy Hilfiger B.V. from funds affiliated with Apax Partners L.P. in a transaction that values Tommy at approximately EUR2.2 billion plus the assumption of EUR100 million in liabilities. The consideration includes EUR1.924 billion in cash and EUR276 million in PVH common stock. PVH has stated that it will fund the cash portion of the acquisition and refinance its existing $300 million existing senior unsecured notes with a combination of approximately $385 million of cash on hand, $2.45 billion of senior secured debt (including an undrawn $450 million revolving credit facility), $600 million of senior unsecured notes and $200 million in PVH perpetual convertible preferred stock. In addition the company currently plans to raise approximately $200 million in common stock through a public offering prior to closing. Moody's review will focus on PVH's integration plans for the acquired Tommy business, the impact on credit metrics, and expected operating synergies. "This transaction will result in significantly increased scale for PVH and the combined firm will have much greater diversification by brand, distribution channel and product category" said Moody's Vice President & Senior Analyst Scott Tuhy. Tuhy added "However, a significant portion of the purchase price is being funded with debt, and leverage will increase with pro forma debt/EBITDA expected to be in the high 4 times range at closing". Assuming the transaction closes on the financing terms currently contemplated, Moody's expects PVH's Corporate Family Rating to be downgraded by one notch to Ba3 from Ba2. Moody's also expects that PVH's existing $100 million of senior secured debentures will remain outstanding after this transaction closes and that these bonds would likely be downgraded by two notches to Ba2 from Baa3. These ratings were placed on review for possible downgrade: * Corporate Family Rating at Ba2 * Probability of Default Rating at Ba2 * $100 million senior secured debentures due 2023 at Baa3 * $300 million of senior unsecured notes due 2011/2013 at Ba3 Moody's last rating action on Philips-Van Heusen was on May 28, 2009 when the company's rating outlook was revised to stable from positive and all ratings were affirmed. Philips-Van Heusen Corporation, headquartered in New York, NY designs, sources, markets, licenses and distributes a broad line of dress shirts, neckwear and sportswear under owned brands including Van Heusen, Calvin Klein, IZOD and Arrow and its licensed brands including Tommy Hilfiger, Geoffrey Beene, Kenneth Cole New York and numerous other licensees. PUREDEPTH INC: Files Form 15 to Cancel Registration of Shares ------------------------------------------------------------- PureDepth Inc. on March 15, 2010, filed with the Securities and Exchange Commission a Form 15 to terminate the registration of its common stock. PureDepth said 130 entities hold its common shares. As reported by the Troubled Company Reporter on March 10, 2010, PureDepth filed post-effective amendments to each of its outstanding registration statements to deregister remaining but unsold shares of common stock. Tthe Company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q, and 8K, will immediately be suspended. As a result of the filing, the company expects that its shares will no longer be quoted on the OTC Bulletin Board. However, PureDepth anticipates, but cannot guarantee, that its common stock may be quoted on the Pink Sheets after it delists. The Pink Sheets is a provider of pricing and financial information for the over-the-counter securities markets. It is a centralized quotation service that collects and publishes market maker quotes in real time primarily through its Web site, www.pinksheets.com, which provides stock and bond price quotes, financial news, and information about securities. PureDepth does not have plans to seeking the listing of its common stock on the OTCQX. About PureDepth PureDepth, Inc., along with its wholly owned subsidiaries, PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan KK, and predecessor parent entity, Deep Video Imaging Limited, develops, markets, licenses, and supports multi-layer display technology. The Company also sells prototype MLD-enabled display devices and related components that it manufactures. The Company's technology has application in industries and markets where LCD monitors and displays are utilized including location based entertainment, computer monitors, telecommunications, mobile phones and other hand held devices. At October 31, 2009, the Company had total assets of $7,519,777 against total liabilities of $16,857,577, resulting in stockholders' deficit of $9,337,800. QUALITY HOME: Moody's Assigns 'Caa1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned Quality Home Brands Holdings LLC a Caa1 corporate family rating and a Caa1 probability-of- default rating. Moody's also assigned ratings to its senior secured credit facilities, including a B1 rating to the first-out revolving credit facility, and a Caa1 rating to the cash-pay term loan and paid-in-kind term loan. The ratings were assigned in conjunction with the company's recent emergence from bankruptcy on January 15, 2010. The ratings outlook is stable. The Caa1 rating reflects Quality Home Brands' high post-emergence leverage, modest interest coverage, and exposure to the still weak residential and commercial construction end-markets as well as discretionary consumer spending trends. Given expectations for limited free cash flow generation, de-leveraging will have to come from earnings expansion. However, in Moody's opinion, it will be difficult for the company to significantly expand earnings absent a recovery in the housing market. As such, Moody's expect credit metrics to remain at high levels that are consistent with the Caa ratings category over the medium-term. Notwithstanding these concerns, the rating incorporates the infusion of new capital via Quad-C Management Inc., as well as the company's adequate liquidity position that is supported by modest mandatory debt maturity requirements and flexible financial covenants. Moreover, the reorganization materially reduced the company's debt levels and provides it with flexibility to operate under potentially extended weak market conditions. As part of the reorganization, the company is continuing a $126 million portion of its original $231 million first lien term loan under an amended and restated credit agreement while the remaining $106 million was converted into a new PIK term loan. Additionally, the existing second lien term loan and holding company notes were converted into common equity and Quad-C contributed $20 million of cash in exchange for preferred stock. These ratings were assigned: * Corporate family rating at Caa1; * Probability-of-default rating at Caa1; * $20 million senior secured revolving credit facility due 2014 at B1 (LGD1, 2%); * $126 million senior secured cash-pay term loan due 2014 at Caa1 (LGD3, 47%); * $106 million senior secured PIK term loan due 2014 at Caa1 (LGD3, 47%). The stable outlook reflects Moody's expectation that Quality Home Brands will sustain the current level of revenue and earnings such that credit metrics will not deteriorate from initial post- emergence levels. The outlook also reflects Moody's expectation that the company will maintain an adequate liquidity profile, including generating at least breakeven free cash flow. Quality Home Brands Holdings LLC is a designer, manufacturer, importer, and marketer of lighting fixtures headquartered in North Carolina. RADNET MANAGEMENT: Moody's Affirms 'B2' Corp. Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed the ratings of RadNet Management, Inc., including the corporate family and probability of default ratings at B2. Concurrently, Moody's assigned a Ba3 rating to the company's proposed $375 million senior secured credit facilities and a Caa1 rating to the proposed $210 million senior unsecured notes. The ratings outlook is stable. The speculative grade liquidity rating was affirmed at SGL-3 but is expected to be upgraded to SGL-2 once the proposed transaction closes. The $375 million senior secured credit facilities along with the $210 million senior unsecured notes are being used to finance acquisitions currently under a letter of intent, to refinance the company's existing first lien credit facility and the second lien term loan, and to keep as cash on the balance sheet. The B2 corporate family rating is constrained by RadNet's considerable debt leverage and the expectation that expansion and growth initiatives will likely limit debt repayment as RadNet utilizes cash flow for acquisitions. In addition, the rating considers the continued regulatory and reimbursement scrutiny on the diagnostic imaging industry. The ratings favorably reflect RadNet's scale and dominant position in most of its operating markets and positive industry fundamentals which should continue to drive organic growth and increase scan volumes. The expected upgrade of the SGL rating incorporates Moody's expectation that the company's liquidity should remain good over the next 12 to 18 months as evidenced by positive free cash flow generation and availability under the company's new $100 million revolving credit facility. The stable outlook reflects Moody's projection for continued organic growth in the 3% range. The stable outlook also takes into consideration Moody's expectation for the continued disciplined acquisitions of imaging centers that do not result in increased leverage from current levels. In addition, the outlook reflects Moody's expectation that the company can maintain its current liquidity profile. If the refinancing transactions close as proposed, Moody's would withdraw the ratings on the existing senior secured credit facility and the second lien term loan. LGD point estimates are subject to change and all ratings are subject to review of final documentation. These rating actions were taken: * Assigned $100 million revolving credit facility, due 2015, Ba3 (LGD2, 26%); * Assigned $275 million first lien term loan, due 2016, Ba3 (LGD2, 26%); * Assigned $210 million senior unsecured notes, due 2018, Caa1 (LGD5, 82%); * Affirmed corporate family rating at B2; * Affirmed probability of default rating at B2; * Affirmed $55 million revolving credit facility, due 2011, Ba3 (LGD2, 26%); * Affirmed $250 million first lien term loan, due 2012, Ba3 (LGD2, 26%); * Affirmed $170 million second lien term loan, due 2013, at Caa1 (LGD5, 77%); * Affirmed speculative grade liquidity rating at SGL-3. The last rating action was on January 9, 2009, when the speculative grade liquidity rating was downgraded to SGL-3 from SGL-2. RadNet'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 of tolerance for risk. These attributes were compared against other issuers both within and outside of RadNet's core industry and RadNet's ratings are believed to be comparable to those other issuers of similar credit risk. For further details, refer to Moodys.com for the latest Credit Opinion on RadNet Management, Inc. RadNet (NASDAQ:RDNT), headquartered in Los Angeles, California, provides diagnostic imaging services through a network of 180 diagnostic imaging facilities located in seven states, primarily in California, Maryland, and New York. RadNet generated revenues of $524 million in 2009. RADNET MANAGEMENT: S&P Assigns 'B+' Rating on $375 Mil. Loan ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has assigned its 'B+' debt rating and '2' recovery rating to RadNet's $375 million secured bank facility, and assigned its 'CCC+' debt rating and '6' recovery rating to the company's $210 million senior unsecured debt. S&P affirmed its 'B' corporate credit rating; the rating outlook is stable. "The rating on Los Angeles-based RadNet Management Inc., the wholly owned operating subsidiary of RadNet Inc., reflects the fragmented and competitive nature of the diagnostic imaging industry, relatively low barriers to entry, reimbursement risk, and the company's considerable dependence (in California) on an affiliated entity, Beverly Radiology Medical Group, for its professional staffing. BRMG supplies the majority of RadNet's California medical professionals through a contractual arrangement that extends through 2014," said Standard & Poor's credit analyst Cheryl Richer. Because of the interdependence and common ownership among RadNet, RadNet Inc., and BRMG, S&P views them as a consolidated entity for rating purposes. Adjusted for operating leases, debt leverage is high. RadNet's weak business risk profile continues to reflect uncertainty tied to competition from a fragmented competitive field and variable fees from third-party payors. Acquisitions have contributed to the expansion of its geographic footprint and, as of Dec. 31, 2009, RadNet operated 180 core diagnostic imaging facilities, primarily in California, on the east coast, Florida, and in New York. While this market presence and RadNet's diverse mix of diagnostic imaging modalities are attractive to private insurers, demand and pricing are still subject to local market fluctuations. In 2009, recession-dampened demand for discretionary medical procedures, and attendant diagnostic scans, as well as restrictive payments under Medicare (20% of revenues) limited revenue growth to 5%. Capitated managed care contracts (16% of 2009 revenues) have provide revenue stability, albeit with relatively low-margins. Over the longer term, demand should benefit from the aging population and the benefits of imaging itself, which aids in the diagnosis of an increasing variety of disease states. While ongoing acquisitions have provided growth opportunities, they have contributed to sustained debt leverage (adjusted for operating leases) exceeding 5x for the past five years; at year- end 2009, adjusted debt leverage was at 5x. RATHGIBSON INC: Has Exclusivity Until June 30 --------------------------------------------- RathGibson Inc. and its debtor-affiliates received from the U.S. Bankruptcy Court for the District of Delaware an extension of their exclusive period to file a chapter 11 plan through and including June 30, 2010, and their exclusive period to solicit acceptances of the plan through and including August 30, 2010. As reported by the TCR on March 12, 2010, RathGibson Inc. and its affiliates filed a modified Chapter 11 plan on March 8 incorporating a settlement with creditor groups and calling for a sale of the business for $93 million cash to noteholders, absent higher and better bids. The sale of the assets is an integral part of the Second Amended Plan and consummation of the Plan is dependent upon consummation of the sale. The asset purchase agreement with RathGibson Acquisition Co., LLC, the entity formed by secured lenders and holders of unsecured notes, requires confirmation of the Plan by June 1. Under the Plan, the Debtors intend to sell substantially all of their assets, make distributions to holders of allowed claims and certain equity interests, and effect the wind down of the estates. A copy of the Second Amended Plan is available for free at: http://bankrupt.com/misc/RathGibson_2nd_Plan.pdf A copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/RathGibson_2nd_DiscStatement.pdf The Debtors initially anticipated exiting chapter 11 in the fourth quarter of 2009. Debtors RathGibson Inc. and Greenville Tube Company filed a Joint Chapter 11 Plan and Disclosure Statement on the Petition Date. An amended version of the disclosure statement explaining the plan was approved by the Court in August 2009. Following the solicitation of votes with respect to the Plan, the Debtors determined it was appropriate to amend the Plan to, among other things, provide for the inclusion of RG Tube Holdings LLC and RGCH Holdings Corp. in the Plan, implement a more tax efficient restructuring, and settle and compromise certain potential intercompany and intercreditor disputes. About RathGibson Headquartered in Lincolnshire, Illinois, RathGibson Inc. -- 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. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. REFCO INC: Deutsche Bank's $16 Million in Claims Allowed -------------------------------------------------------- On or about July 13, 2006, Deutsche Bank AG filed Claim No. 11253 for $8,000,000 against Refco Capital Markets, Ltd. Claim No. 11254 was subsequently amended by Claim No. 13596 filed on or about July 25, 2006, against Refco Group Ltd., LLC, asserting a guaranty claim for $10,479,513, pursuant to RGL's guaranty of RCM's obligations to Deutsche Bank. Marc S. Kirschner as the RCM Plan Administrator, and RJM, LLC, as Refco Inc. Plan Administrator have previously raised certain objections to the Claims. In settlement of all outstanding issues, the Parties entered into a stipulation which provides that: (1) Claim No. 11253 is allowed as a Class 3 RCM FX/Unsecured Claim for $8,000,000; and (2) Claim No. 13596 is allowed as a Class 5(a) Contributing Debtors General Unsecured Claim for $8,000,000. Deutsche Bank agrees to fully and forever release and discharge the Debtors and their estates, the Refco Plan Administrator, the RCM Plan Administrator from all causes of action relating to RCM or the Debtors. Likewise, the Refco Plan Administrator and the RCM Plan Administrator forever releases and discharges Deutsche Bank from all causes of action. The RCM Plan Administrator will distribute to Deutsche Bank the aggregate interim distributions made to holders of Allowed Class 3 RCM FX/Unsecured Claims. Similarly, the Refco Plan Administrator will distribute to Deutsche Bank the aggregate interim distributions made to holders of Allowed Class 5(a) Contributing Debtors General Unsecured Claim, in accordance with the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its subsidiaries. Reserves held in excess of amounts being distributed with respect to the Claims will be included in the next interim distribution to the Allowed Claims by the RCM Plan Administrator and the Refco Plan Administrator in accordance with the Plan and the Stipulation. In the event of any lawsuit or action based on breach of the Stipulation, the prevailing party will be entitled to recover its reasonable costs. The Stipulation will be governed by, and construed in accordance with, the internal laws of the State of New York, and to the extent applicable, U.S. bankruptcy laws, without regard to any conflict of laws principles. The parties ask Judge Drain to approve their stipulation. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- was a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries were members of principal U.S. and international exchanges, and were among the most active members of futures exchanges in Chicago, New York, London and Singapore. Refco was also a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco was one of the largest global clearing firms for derivatives. The Company had operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Ex-Lawyer J. Collins Loses Bid for New Trial ------------------------------------------------------- Judge Robert P. Patterson of the U.S. District Court for the Southern District of New York in Manhattan denied the request of Joseph P. Collins, Refco Inc.'s former outside lawyer, for retrial, Bloomberg News reported on March 4, 2010. Mr. Collins, a corporate lawyer at Mayer Brown LLP, in Chicago, Illinois, was convicted to seven years in prison in January 2010 for helping Chief Executive Officer Phillip R. Bennett defraud investors of $2.4 billion. He was specifically accused of conspiracy, securities fraud, bank fraud, wire fraud and lying to the Securities and Exchange Commission for concealing Refco's financial condition in connection with the Company's bankruptcy. Mr. Collins pleaded for new trial for discovery of documents, e- mails, and handwritten notes at the law firm representing Thomas H. Lee Partners, a Refco investor. The Notes, according to Mr. Collins, supported his version of events, Bloomberg noted. "On their face, the notes establish very little," Judge Patterson said in a written opinion dated March 2, noting that the material would not lead to an acquittal had they been presented to jurors, the report added. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- was a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries were members of principal U.S. and international exchanges, and were among the most active members of futures exchanges in Chicago, New York, London and Singapore. Refco was also a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco was one of the largest global clearing firms for derivatives. The Company had operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Togut Segal Charges $422,000 for 7 Months' Work ---------------------------------------------------------- These professionals seek the Court's allowance of their fees and reimbursement of their expenses for services rendered to Albert Togut, as Chapter 7 Trustee overseeing the liquidation of Refco LLC, for the fee period from July 1, 2009 to January 31, 2010: Professional Fees Expenses ------------ -------- -------- Togut, Segal & Segal LLP $422,049 $5,568 General Bankruptcy Counsel Bridge Associates LLC 402,373 46,938 Trustee's Financial Advisors Jenner & Block LLP 260,753 32,515 Refco Trustee's Attorney Neal, Gerber & Eisenberg LLP 10,942 1,583 Special Counsel Henderson & Lyman 1,640 29 Special Counsel About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- was a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries were members of principal U.S. and international exchanges, and were among the most active members of futures exchanges in Chicago, New York, London and Singapore. Refco was also a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco was one of the largest global clearing firms for derivatives. The Company had operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REPROS THERAPEUTICS: Posts $27.2 Million Net Loss in 2009 --------------------------------------------------------- Repros Therapeutics Inc. filed its annual report on Form 10-K, showing a net loss of $27.2 million on $551,000 of revenue for the year ended December 31, 2009, compared with a net loss of $25.2 million on $433,000 of revenue for 2008. The Company's balance sheet as of Dec. 31, 2009, showed $3.0 million in assets, $2.4 million of debts, and $562,000 of stockholders' equity. PricewaterhouseCoopers LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of $174.5 million at December 31, 2009, the Company projects that it will need to raise additional in 2010 and there can be no assurance that the Company will be able to raise sufficient capital. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5909 The Woodlands, Tex.-based Repros Therapeutics Inc. is biopharmaceutical company focused on the development of oral small molecule drugs for major unmet medical needs. RICHARD FISCH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Richard J. Fisch Linda E. Fisch 7611 N. Invergordon Road Paradise Valley, AZ 85253 Bankruptcy Case No.: 10-06970 Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Thomas G. Luikens, Esq. Ayers & Brown, P.C. 4227 N. 32nd St., 1st Fl. Phoenix, AZ 85018-4757 Tel: (602) 468-5700 Email: Thomas.Luikens@azbar.org Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb10-06970.pdf The petition was signed by the Joint Debtors. RITZ CAMERA: Hearing on Liquidating Plan Set for April 20 --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Bankruptcy Court will convene a hearing on April 20 to consider confirmation of the liquidating Chapter 11 plan of Ritz Camera Centers Inc. According to the explanatory disclosure statement, which was approved March 4, unsecured creditors are expected to recover between 4% and 14% under the Plan. Bloomberg recounts Ritz began the liquidation by generating $40 million from the sale of all 129 Boater's World Marine Centers. A group including the company's chief executive officer paid $16.25 million in cash and gave a $7.8 million note in July to buy at least 163 of the remaining 375 camera stores. Later, Ritz was authorized to sell a $4 million account receivable to one of the owners of the company that owned the debt. The receivable sold for $1.5 million. About Ritz Camera Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. - - http://www.ritzcamera.com/-- sells digital cameras and accessories, and electronic products. The Company filed for Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case No. 09-10617). Irving E. Walker, Esq., Gary H. Leibowitz, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are bankruptcy counsel to the Debtor. Norman L. Pernick, Esq., and Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, serve as local counsel. Thomas & Libowitz, P.A., is Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc, acts as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and noticing agent. Attorneys at Cooley Godward Kronish LLP represent the official committee of unsecured creditors as lead counsel. The Committee selected Bifferato LLC as Delaware counsel. In its schedules, the Debtor listed total assets of $277 million and total debts of $172.1 million. ROBERT CLARK GILBERT: Case Summary & 1 Largest Unsecured Creditor ----------------------------------------------------------------- Debtor: Robert Clark Gilbert 70 Blossom Trail Acworth, GA 30101 Bankruptcy Case No.: 10-41047 Type of Business: Chapter 11 Petition Date: March 15, 2010 Court: United States Bankruptcy Court Northern District of Georgia (Rome) Debtor's Counsel: Joseph J. Burton, Jr., Esq. Burton & Armstrong, Suite 1750 Two Ravinia Drive Atlanta, GA 30346 Tel: (404) 892-4144 Fax: (404) 892-0390 Email: jayburton@ballp.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Mr. Gilbert. Debtor's List of 1 Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Georgian Bank $1,300,000 33 Cumberland Blvd. Atlanta, GA 30339 SALANDER-O'REILLY: Preparing for Art Works Auction -------------------------------------------------- Salander-O'Reilly Galleries LLC is conducting discussions with Christie's International about auctioning art works belonging to the estate, Bill Rochelle at Bloomberg News reported. According to the report, the art gallery is now in talks for an auction after it reached a settlement with the secured lender. About Salander-O'Reilly Established in 1976, New York-based Salander-O'Reilly Galleries LLC -- http://www.salander.com/-- exhibited and managed fine art from renaissance to contemporary. On Nov. 1, 2007, three creditors filed an involuntary chapter 7 petition against the gallery (Bankr. S.D.N.Y. Case Number 07-13476). The petitioners, Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard Ellenberg, disclosed total claims of more than $5 million. Amos Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The Koegel Group LLP represent the petitioners. On Nov. 9, 2007, the Debtor's case was converted to a chapter 11 proceeding (Bankr. S.D.N.Y. Case No. 07-30005). Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP, represents the gallery. Salander-O'Reilly Galleries was owned by Lawrence B. Salander and his wife, Julie D. Salander, of Millbrook, New York. The couple also had membership interests in galleries including non-debtor entities, Renaissance Art Investors and Salander Decorative Arts LLC. The couple filed for chapter 11 protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735). Douglas E. Spelfogel, Esq., and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC represent the Debtors in their restructuring efforts. When they filed for bankruptcy, Mr. and Mrs. Salander listed assets and debts between $50 million and $100 million. Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly Galleries' manager and turned over the control to Triax Capital Advisors LLC, an independent turnaround firm. The U.S. Bankruptcy Judge in Poughkeepsie, New York, converted the Chapter 11 case of Salander and his wife to a liquidation in Chapter 7 in May 2008, automatically bringing the appointment of a trustee. SCIENTIFIC GAMES: S&P Cuts Corporate Family Rating to 'Ba3' ----------------------------------------------------------- Moody's Investors Service lowered the Corporate Family Ratings of Scientific Games Corporation and Scientific Games International to Ba3 from Ba2 and assigned a stable rating outlook. SGI is a wholly-owned subsidiary of SGC. This action concludes the review which began on February 22, 2010. The rating action reflects Moody's opinion that SGC's credit metrics will not meet longer-term targets needed for the company to maintain its Ba2 Corporate Family Rating. Moody's expects that the anemic macroeconomic environment and consumers' reluctance to increase discretionary spending is likely to curtail lottery revenue growth and profit improvement in 2010. In Moody's view, the recently announced strategic relationship with Playtech Limited is not likely to impact SGC's growth rate in the near-term and instant ticket sales in China are not growing as quickly as anticipated. Therefore, earnings are likely to be below Moody's previous estimates. Additionally, debt levels are not expected to decline to any significant degree due to capital spending and investment opportunities, including possible payment of an upfront payment in connection with the anticipated extension of the Italian lottery concession pending final regulatory resolution. Last week, the Council of State in Italy affirmed the original tender results, and now the company awaits a decision by the AAMS(Amministrazione Autonoma dei Monopoli di Stat) to leave the original result unchanged or re-open the tender process. As a result, SGC's debt/EBITDA of approximately 5.0 times (on a Moody's adjusted basis) is not likely to decline materially over the next two years. The stable outlook reflects Moody's expectation that debt/EBITDA and EBITDA/interest will improve modestly from current levels and remain consistent with a Ba3 rating over the intermediate term. These ratings were downgraded: Scientific Games Corporation: * Corporate Family Rating to Ba3 from Ba2 * Probability of Default Rating to Ba3 from Ba2 * $187.1 million 6.25% senior subordinated notes due 2012 to B1 (LGD 5, 80%) from Ba3 (LGD 5, 80%) Scientific Games International: * $540 million senior secured term loan maturing 2013 to Ba1 (LGD 2, 19%) from Baa3 (LGD 2, 19%) * $250 million senior secured revolving credit facility expiring 2013 to Ba1 (LGD 2, 19%) from Baa3 (LGD 2, 19%) * $200 million 7.875% senior subordinated notes due 2016 to B1 (LGD 5, 80%) from Ba3 (LGD 5, 80%) * $350 million 9.25% senior subordinated notes due 2019 to B1 (LGD 5, 80%) from Ba3 (LGD 5, 80%) Moody's previous rating action on SGC occurred on February 22, 2010, when the company's ratings were placed on review for possible downgrade. Scientific Games Corporation provides services, systems, and products to the lottery industry, the wide area gaming industry and the pari-mutuel wagering industry. The company generates over $900 million of annual revenues. SELECT COMFORT: Dismisses KPMG, Hires Deloitte & Touche ------------------------------------------------------- In a regulatory filing Monday, Select Comfort Corporation disclosed that Company has approved the dismissal of KPMG LLP as the Company's independent registered public accounting firm, and effective March 9, 2010, approved the engagement of Deloitte & Touche LLP as the Company's new independent auditors for the year ending January 1, 2011. "KPMG's report on the Company's consolidated financial statements as of and for the 2009 fiscal year ended January 2, 2010, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles." The Company discloses that during the Company's two most recent fiscal years ended January 2, 2010, and January 3, 2009, and the subsequent interim period through the date of dismissal, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Going Concern Qualification in FY 2008 KPMG expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's consolidated financial statements as of and for the 2008 fiscal year ended January 3, 2009. KPMG noted that of the Company's losses from operations and inability to generate sufficient cash flow to meet obligations and sustain operations. FY 2009 Results The Company reported net income of $35.6 million on net sales of $544.2 million for the year ended January 2, 2010, as compared to a net loss of $70.2 million on net sales of $608.5 million for the year ended January 3, 2009. At January 2, 2010, the Company's consolidated balance sheets showed $118.2 million in assets, $95.8 million in debts, and $22.5 million of stockholders' equity. A full-text copy of the Company's annual report is available at no charge at http://researcharchives.com/t/s?597d Minneapolis, Minn.-based Select Comfort Corporation develops, manufactures, markets and distributes premium quality, adjustable- firmness beds and other sleep-related accessory products. * * * This concludes the Troubled Company Reporter's coverage of Select Comfort Corporation until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SIRIUS XM: Moody's Upgrades Rating on Senior Notes to 'Caa1' ------------------------------------------------------------ Moody's Investors Service upgraded Sirius XM Radio Inc.'s new 8.75% senior unsecured notes due 2015 to Caa1 from Caa2 and its 9.75% senior secured notes due 2015 to B1 from B2 following the upsize of the offering to $800 million from $550 million. Sirius XM plans to utilize the incremental net proceeds to repay its $244 million senior secured term loan due 2012 and for general corporate purposes. The upgrades reflect the elimination of the senior secured credit facility, which has a first priority lien on Sirius XM's assets and a senior position in the capital structure relative to the proposed 2015 notes and the existing 9.75% notes. Eliminating the first priority lien loan enhances the recovery prospects of the remaining debt instruments in the event of a default, which drives the upgrade. The transaction does not affect Sirius XM's Caa1 Corporate Family Rating, B3 Probability of Default Rating or SGL-2 speculative-grade liquidity rating or XM Radio's ratings. The rating outlook remains stable. A full list of the company's rated instruments follows. Upgrades/Ratings: Issuer: Sirius XM Radio Inc. -- Senior Secured 9.75% Bonds due 2015, Upgraded to B1, LGD2 - 22% from B2, LGD3 - 33% -- Senior Unsecured 8.75% Bonds due 2015, Upgraded to Caa1, LGD5 - 73% from Caa2, LGD5 - 76% Issuer: XM Satellite Radio Inc. -- Senior Secured 11.25% Bonds due 2014, rated B2, LGD3 - 32% -- Senior Unsecured 13% Bonds due 2013, rated Caa2, LGD5 - 76% The offering will favorably extend the maturity profile but result in an approximate $15 million increase in interest expense that will moderately reduce cash flow available to repay debt. The retirement of the term loan also removes a key potential restriction to combining Sirius XM with XM Satellite Radio Inc. (XM Radio) and/or XM Satellite Radio Holdings, Inc. in that the 2012 term loan has a merger prohibition covenant. The remaining restriction to combining Sirius XM with XM Radio and/or XM Holdings following the offering will be 6x debt incurrence tests in the company's various debt agreements. The last rating action was on March 12, 2010 when Moody's assigned a Caa2 rating to Sirius XM's new notes due 2015. Sirius XM's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Sirius XM's core industry and believes Sirius XM's ratings are comparable to those of other issuers with similar credit risk. Sirius XM., headquartered in New York, NY, is a provider of subscription-based satellite radio services. Annual revenue is approximately $2.5 billion. SIX FLAGS: Amends Texas General Liability Policy ------------------------------------------------ Six Flags Inc. and its units sought and obtained the Court's approval to amend the Amended Texas General Liability Policy nunc pro tunc to February 27, 2010. Prior to the Petition Date, ACE American Insurance Company and its affiliates issued certain insurance policies to, and entered into related agreements with the Debtors; and ESIS, Inc. entered into certain agreements, including servicing agreements with the Debtors. After the Petition Date, the Debtors and ACE agreed to a proposal, which set forth certain terms for postpetition insurance for the period from December 31, 2009, through December 31, 2010, pursuant to which certain policies providing workers' compensation, automobile liability and general liability coverage would be issued to the Debtors. In December 2009, the Debtors sought and obtained the Court's authority to assume the Ace Prepetition and Postpetition Insurance Programs. The Debtors are currently self-insured for the general liability claims arising out of their Texas operations. The ACE Prepetition and Postpetition Insurance Programs provided only limited coverage for the Texas GL Claims in excess of the Debtors' self-insured retention. The State of Texas Department of Insurance has notified the Debtors that their existing self-insurance program does not satisfy the requirements of Texas law. With the concurrence of ACE, the Debtors requested, subject to certain conditions, to provide for the Texas GL Claims subject to the Terms and conditions of: (i) a certain amendment 1 to the December 31, 2009 Notice of Election which amends the notice of election contained in the Proposal Agreement and (ii) the general liability policy that may be issued pursuant to the Amendment. The Aggregate estimated premium payable to ACE with respect to the Texas GL Policy is $25,000. As security for the Debtors' obligations under the ACE Insurance Program, the Debtors provided ACE with a letter of credit in the amount of $23,013,891, paid loss deposit funds and claims funds in the aggregate amount of $1,204,661 and $2,100,000 in cash collateral. In connection with the issuance of the Texas GL Policy, the Debtors will provide ACE with an additional $1,500,000 in cash collateral. The Collateral provided by the Debtors secures all now existing and hereafter arising obligations of the Debtors to ACE under the ACE Program. The Debtors assert that entry into the Amendment and the Texas GL Policy is authorized by the December Order and further by Section 363(c) of the Bankruptcy Code, which permits the Debtors to operate their business in the ordinary course. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SIX FLAGS: Gets Nod to Reject Kentucky Theme Park Leases -------------------------------------------------------- Bankruptcy Judge Christopher Sontchi granted Six Flags Inc.'s request to reject effective April 9, 2010: (1) the park lease agreement, dated February 21, 1996, with the Commonwealth of Kentucky, the State Property and Buildings Commission of the Commonwealth of Kentucky, the Finance and Administration Cabinet of the Commonwealth of Kentucky, and the Kentucky State Fair Board, for the premises known as Six Flags Kentucky Kingdom; and (2) the assignment and assumption agreement of the park lease, dated October 31, 1997, between Kentucky Kingdom, Inc., and Debtor KKI, LLC. The State Agencies and Kentucky Kingdom, Inc., entered into the Amended and Restated Lease Agreement for the real property known as the Kentucky Kingdom. On October 31, 1997, KK Inc., assigned its interest as tenant in the Park Lease to KKI, LLC. On January 8, 2010, the Court approved the stipulation between Debtor KKI, LLC and the Park Landlords, whereby the parties agreed to extend the deadline by which the Debtors had the right to assume or reject the Park Lease from January 9, 2010, to April 9. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, says that pursuant to the terms of the Lease, KKI leased Six Flags Kentucky Kingdom theme park, the current term of which will expire on December 31, 2019. After a review and analysis of the terms of the Lease, KKI, no longer believes that the Lease is in the best interest of the estate. The revenue generated by the Debtors' operations at the leased premises is insufficient to justify the expenses incurred under the Lease and in the operation of SFKK, according to Mr. DeFranceschi. The continued payments under the Lease would be economically burdensome and would constitute an unnecessary drain on the Debtors' assets, he adds. Judge Sontchi directed the Debtors to remove all their personal property from the Leased Premises not later than the April 9, 2010, unless the Debtor and the Park Landlord -- the Commonwealth of Kentucky, et al. -- mutually agree to an extension of time to remove the personal property; With respect to any rides or attractions located wholly or partially on the Leased Premises that are the subject of the Adversary Proceedings between the parties, the rides and attractions will not be included within Judge Sontchi's order and Debtors will not be deemed to have abandoned the Contested Rides as a result of the Contested Rides remaining on the Leased Premises as of the Rejection Effective Date. The interest of the parties in the Contested Rides will be determined consistent with the ongoing Adversary Proceedings with respect to the ownership interests of the parties and the disposition, if any, will be subject to further order of the Court. Pending further order of the Court, or as otherwise agreed to between the parties, the Contested Rides will remain in their current position on the Leased Premises, Judge Sontchi ruled. Further, Judge Sontchi ordered that with respect to any real property, personal property rides, attractions, fixtures, buildings, structures or any other property of any type or character located on the real property that comprises a portion of Six Flags Kentucky Kingdom that is not a part of the Leased Premises that property will remain the property of the Debtors and will not be deemed abandoned. Prior to the Court's Order, the Park Landlords informed the Court that they partly object to the Debtors' request for the rejection of the park lease agreement and the assignment and assumption agreement of the park lease. The Park Landlords' objection stems from their belief that the language in the motion is replete with uncertainty and vagueness. The Park Landlords contend that while they recognize the fight of the Debtors to abandon personal property at the Kentucky Kingdom, additional disclosure and direction is necessary in order to preserve the value of the Park as an amusement park, preserve the value of the Debtors' fee interest in real property with the park, and in order to maximize the value of the Debtors' own property. By their objection, the Park Landlords asked the Court to direct the Debtors to provide additional details as may be necessary for the Park Landlords to adequately protect their interests and market the property. Additionally, the Park Landlords asked the Court to provide an explicit reservation of rights to enable them to pursue and prosecute all causes of action it may have against the Debtors with respect to the property. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SIX FLAGS: SFI Unsecured Noteholders Split on Plan Voting --------------------------------------------------------- Travis K. Vandell, senior managing consultant at Kurtzman Carson Consultants LLC, disclosed with the United States Bankruptcy Court for the District of Delaware the voting results on Six Flags' Fourth Amended Plan dated December 18, 2009. Under the Second Amended Plan, only holders of claims in these classes were entitled to vote to accept or reject the Plan: Class Type of Claim ----- ------------- 5 SFTP TW Guaranty Claims 8 SFO Prepetition Credit Agreements Claims 9 SFO TW Guaranty Claims 11 SFO Unsecured Claims 12 SFI TW Guaranty Claims 14 SFI Unsecured Claims The voting result as tabulated by KCC: Voting ACCEPT REJECT Class Amount Number Amount Number ----------- ------ ----------- ------- 5 $10,000,000 1 $0 0 100% 100% 0% 0% 8 $454,108,997 31 $0 0 100% 100% 0% 0% 9 $19,000,000 1 0 100% 100% 0% 0 11 $348,571,422 68 $65,625,673 13 84.16% 83.95% 15.84% 16.05% 12 $10,000,000 1 $0 0% 100% 100% 0% 0% 14 $358,604,423 222 $735,367,906 183 32.78% 54.81% 67.22% 45.19% KCC disclosed that one Class 14 claimant with a claim amount of $2,720 abstained from voting to accept or reject the plan. Further, KCC disclosed that 17 ballots were excluded from tabulation because the ballots did not conform in all respects with the requirements for a valid Ballot as set forth in the Solicitation Procedures Order. The excluded ballots are: Creditor Name Class Reason ------------- ----- ------ CGM/SAL BRO 11 Not a record holder CGM/SAL BRO 14 Not a record holder List Strategies Inc. 11 Did not indicate Accept or Reject List Strategies Inc. 14 Did not indicate Accept or Reject Mariner - Tricadia Credit Not a record holder Strategies Master Fund Ltd. 14 Mariner - Tricadia Credit Not a record holder Strategies Master Fund Ltd. 14 Mariner - Tricadia Credit 14 Not a record holder Strategies Master Fund Ltd. Mariner - Tricadia Credit 14 Not a record holder Strategies Master Fund Ltd. Star Sweep 14 No signature Structured Credit Opportunities Fund II LP 14 Not a record holder Structured Credit Opportunities Fund II LP 14 Not a record holder Structured Credit Opportunities Fund II LP 14 Not a record holder Structured Credit Opportunities Fund II LP 14 Not a record holder Structured Credit Opportunities Fund II LP 14 Not a record holder Structured Credit Opportunities Fund II LP 14 Not a record holder Tricadia Distressed and 14 Not a record holder Special Situations Master Fund Ltd. Tricadia Distressed and 14 Not a record holder Special Situations Master Fund Ltd. Tricadia Distressed and 14 Not a record holder Special Situations Master Fund Ltd. A full-text copy of the Tabulation Results is available for free at http://bankrupt.com/misc/SixF_votingresults.pdf Debtors Say Plan Satisfies All Requirements The Debtors filed a memorandum of law in support of confirmation of their Fourth Amended Joint Plan of Reorganization, filed December 18, 2009. The Debtors maintain that the Plan satisfies all requirements for confirmation mandated by the Bankruptcy Code, enables them to emerge as a viable, vibrant organization with a restructured balance sheet and a capital structure geared to achieve long-term profitability. The Plan, Paul E. Harner, Esq., at Paul, Hastings, Janofsky & Walker LLP, in Chicago, Illinois, reiterates, is a result of extensive, often torturous negotiations, and while the fully consensual plan has not proven feasible here, the Debtors' Plan treats creditors fairly in all respects by appropriately allocating them value in light of their seniority in the capital structure. The Debtors note that while the confirmation litigation has been contentious and the objections are voluminous, the actual issues before the Court at confirmation are straightforward. Mr. Harner points out: (1) The question at issue is principally a valuation dispute. In addressing the valuation issue, all four experts proffered opinions that apply similar methodologies and begin from the same starting point -- namely, the Debtors' forecasted performance. The Debtors will establish that the proffered expert valuation is plainly appropriate in light of their anticipated performance, the valuation of comparable companies, and recent transactions in the marketplace. (2) Faced with a loss on the ultimate valuation question, the objectors turn toward the technical, arguing that there are structural defects in the Plan, both in terms of its supposed failure to be accepted by an impaired class of creditors, and as a fall-back in terms of its supposed improper reliance on the votes of an insider. Both of these arguments are entirely unavailing. (3) In the last resort of the truly desperate, the objectors deny reality and defy their own rhetoric in steadfastly contending that the Plan should not be confirmed because the Debtors have not proposed it in good faith. The Debtors further maintain that their Plan should be confirmed because it fully complies with all requirements under Section 1129 of the Bankruptcy Code. The Debtors sought leave to exceed the page limit requirement for their memorandum of law in support of the confirmation of their Plan. A full-text copy of the Memorandum of Law is available for free at http://bankrupt.com/misc/sixfplanmemo.pdf SFI Noteholders Seek to Strike Memorandum The Ad Hoc Committee of Six Flags Noteholders ask the Court to strike Sections III(B)(1) and III(B)(2) of the Debtors' memorandum in support of the Debtors Fourth Amended Plan of Reorganization, and to preclude the Debtors from making certain arguments that are inconsistent with positions they have previously asserted. Further, the SFI Noteholders ask the Court to prohibit the Debtors from arguing the positions contained in Section III(B) of the Debtors' memorandum at the Confirmation Hearing. The SFI Noteholders seek to strike portions of the Debtors' memorandum because of their inconsistent arguments which the Debtors are judicially estopped from raising. Judicial estoppel prevents a party from assuming a position inconsistent with one which it took in a prior proceeding, GianClaudio Finizio, Esq., at Bayard, P.A., in Wilmington, Delaware says. Mr. Finizio tells the Court that in response to the SFI Noteholders' objection, at a hearing on December 8, 2009, counsel for the Debtors stated in Court that "there is going to be no attempt to say [at the Confirmation Hearing], for example, a consenting impaired class at the SFO level constitutes a consenting impaired class . . . at the SFI level." Instead, the Debtors explained, "[w]e need to meet the confirmation requirements with respect to each state . . . ." The Debtors, having gained approval of their Disclosure Statement partly due to the assurances they previously made to the Court, the Debtors now seek to have the Court ignore their prior statements. They go as far as to reject the possibility that their prior statements are "somehow binding" and they instead argue precisely what they told the Court they would not argue: that a consenting class at the SFO level does, in fact, constitute a consenting impaired class at the SFI level. Furthermore, in their pre-trial memorandum, the Debtors state: "[A]ny of the SFO Prepetition Credit Agreement Claims, the SFO Unsecured Claims, or the SFI TW Guaranty Claims satisfies Section 1129(a)(10)'s consenting impaired class requirement." Rather than meet[ing] the confirmation requirements with respect to each estate," the Debtors contend that Section 1129(a)(10) does not require plan's proponent to present a consenting impaired class with respect to each debtor covered by a plan. A full-text copy of Section III(B) is available for free at: http://bankrupt.com/misc/SixF_pretrialmemo.pdf SFO Committee Supports Plan Throughout the pendency of these Chapter 11 cases, the Debtors, in good faith, worked with their creditors to devise a plan of reorganization that maximizes value and allows for the Debtors' prompt emergence from Chapter 11, the SFO Noteholders relate. Those efforts culminated in a Plan that deleverages the Debtors' balance sheet through new, fully committed, debt and equity financing. The Plan, the SFO Noteholders iterate, is fair and equitable, satisfies the elements for confirmation set forth in the Bankruptcy Code, and, if confirmed, will allow the Debtors to exit bankruptcy well before their summer season is in full swing. Nevertheless, the Ad Hoc Committee of SFI Noteholders and the Official Committee of Unsecured Creditors dominated by SFI noteholders, object to the Plan, asserting that they are "days away" from committed financing for a "fully baked" alternative plan that is superior to the Debtors' Plan. These same hollow promises have been unfulfilled for the past four months, the SFO Noteholders assert. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, counsel to the SFO Noteholders, tells the Court that the time is up, the confirmation hearings have already started, and no committed financing, as promised by the SFI Noteholders, exists. Meanwhile, he notes, the "fully baked plan" continues to change shape, as the SFI Committee struggles, without one penny of committed financing, to devise a plan that allows them to procure the Debtors' equity for themselves without paying the structurally senior SFO noteholders' claims in full. Mr. Dizengoff asserts that evidence is unrebutted that the Debtors cannot support the amount of debt on which the SFI alternative proposal is premised, even if the SFI Committee is able to procure committed financing. Moreover, the expert testimony proffered at the confirmation hearing will show that the Plan distributions are consistent with the absolute priority rule, and that the SFI Noteholders' recoveries exceed the value of the assets held at SFI, he notes. The existing Plan is the best, and indeed, the only, mechanism by which to provide the Debtors' creditors with the recoveries to which they are entitled while still allowing the company to continue as a viable enterprise, Mr. Dizengoff maintains. The Plan should be confirmed, the SFO Noteholders assert. The SFO Noteholders, prior to filing the memorandum, sought and obtained the Court's authority to exceed the 40-page limit with respect to a Memorandum of Law that it intended to support the Debtors' Fourth Amended Plan of Reorganization. The SFO Noteholders also sought and obtained the Court's approval to file under seal, certain exhibits to its Memorandum of Law in support of the Debtors' Fourth Amended Plan of Reorganization. Six Flags Plan Six Flags Inc. and its units have filed a proposed plan and disclosure statement. In broad terms, the Plan, as thrice amended, envisions new debt financing and a rights offering that will repay the existing secured debt in full, while allowing enhanced recoveries for senior unsecured noteholders at both the Six Flags Inc. and Six Flags Operations Inc. levels. In this general sense, the Plan incorporates the central features of an alternative plan put forward by a committee of noteholders and the group has indicated it will support the Plan. The Plan provides for a recovery of 100.0% to holders of SFTP Prepetition Credit Agreement Claims, a 100% recovery for the holders of all Other Secured Claims, a 100% recovery for the holders of Unsecured Claims against all Debtors other than SFO and SFI, 31.2% to 47.1% to holders of SFO Unsecured Claims, 3.2% to 4.8% to holders of SFI Unsecured Claims, and no recovery for holders of Funtime, Inc. Claims, Subordinated Securities Claims and Preconfirmation Equity Interests in SFI. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SMART ONLINE: Atlas Capital Holds 40% of Common Stock ----------------------------------------------------- Atlas Capital, SA, disclosed that as of February 11, 2010, it may be deemed to beneficially own 7,265,269 shares or roughly 40% of the common stock of Smart Online, Inc. On January 20, the Troubled Company Reporter said Atlas Capital as of January 4, 2010, had roughly 39% of the common stock of Smart Online. Atlas Capital said as of February 12, 2010, it has acquired, in the aggregate, 7,265,269 shares of Common Stock either from the Company or from other shareholders of the Company. Atlas Capital has paid an aggregate of $19,644,247.08 for the shares from corporate funds, including 56,206 shares acquired from Dennis Michael Nouri -- the former President and Chief Executive Officer of the Company -- pursuant to a note cancellation agreement. In exchange for the shares acquired from Mr. Nouri, Atlas Capital cancelled a note under which Mr. Nouri owed Atlas Capital principal and interest totaling $85,117. About Smart Online Durham, North Carolina-based Smart Online, Inc. -- http://www.smartonline.com/-- develops and markets software products and services (One Biz(TM)) targeted to small businesses that are delivered via a Software-as-a-Service model. The Company sells its SaaS products and services primarily through private- label marketing partners. In addition, the Company provides sophisticated and complex Web site consulting and development services, primarily in the e-commerce retail and direct-selling organization industries. At September 30, 2009, the Company had $1,788,096 in total assets against $13,610,936 in total liabilities, resulting in stockholders' deficit of $11,822,840. STANDARD FORWARDING: Sells Business for $1.5-Mil Plus Debt ---------------------------------------------------------- Standard Forwarding Co. received approval from the Bankruptcy Court to sell its business for $1.5 million cash plus the assumption of all secured debt. The contract assures unsecured creditors of recovering as much as 85 percent. A previous sale fell through. Standard Forwarding Co., Inc., is a less-than-truckload trucker based in East Moline, Illinois. It filed for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr. C.D. Ill. Case No. 09-83707). Erich Buck, Esq., who has an office in Chicago, Illinois, assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. STATION CASINOS: Gets Nod of Occidental Energy Deal --------------------------------------------------- Station Casinos, Inc., obtained approval from the Court of a mutual release with Occidental Energy Marketing, Inc., whereby OEMI agrees to release a $2,115,000 letter of credit it currently holds for SCI in exchange for certain mutual releases of claims by both Parties. The Parties entered into a certain Firm Natural Gas Services and Sales Agreement, dated September 4, 2007, pursuant to which OEMI delivered natural gas to nine hotel/casinos operated by SCI's non- debtor subsidiaries. According to the terms of the Sales Agreement, these services terminated on October 31, 2009. SCI provided OEMI with security for its performance under the Sales Agreement in the form of a letter of credit in the amount of $2,115,000. Pursuant to prepetition agreement with Bank of America as issuer of the LC and SCI's prepetition secured creditors, the LC was cash collateralized by SCI in March 2009, more than 90 days prior to the commencement of these bankruptcy cases in July 2009. Thomas M. Friel, executive vice president, chief accounting officer, and treasurer of Station Casinos, Inc., said in a declaration that although the Sales Agreement was nominally entered into by SCI, in practice OEMI separately invoiced the nine non-debtor subsidiaries of SCI that own the nine hotels serviced by OEMI under the Sales Agreement. During 2009, 108 payments were made to OEMI affiliates Occidental Energy Marketing, Inc. and Oxy West, LLC by the nine non-debtor subsidiaries. All 108 payments were directly paid by check drawn by each non-debtor subsidiary on its own bank account and cleared using its own funds. The Sales Agreement has expired pursuant to its terms and has been replaced by a new agreement entered into between a non-debtor subsidiary of SCI and another natural gas vendor. Mr. Friel says all open invoices between OEMI and SCI's nine non- debtor subsidiaries have been paid. The nine hotel/casinos serviced by the Sales Agreement received natural gas from OEMI according the terms of the Sales Agreement. But for SCI being a Chapter 11 debtor in the bankruptcy cases, OEMI would be willing to return the LC to SCI undrawn. However, Mr. Friel avers, in light of the pending bankruptcy case of SCI, OEMI has elected to retain the LC to protect its position in the event that OEMI is later the subject of an action to recover any of the payments made to OEMI. OEMI has offered to return the LC to SCI immediately and to give SCI a release in consideration of SCI's release of all claims against OEMI, including any claims arising under Sections 547, 548, 549 and 550 of the Bankruptcy Code. Return of the LC will result in the return to SCI of cash collateral in at least the amount of the LC, thus freeing up over $2,100,000 of currently restricted cash of SCI. Mr. Friel says the terms of the Release are fair and extremely beneficial to SCI's estate. SCI holds, at best, a claim with a value of $4685. Absent the releases of claims, OEMI will not release the LC prior to the expiration of the statute of limitations on any claims SCI could have against OEMI. By agreeing to forego any claims, Mr. Friel relates, SCI will be able to cancel the LC and obtain an early return of the posted cash collateral for the LC. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Panel Has OK for Maupin Cox as Nevada Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors in Station Casinos Inc.'s cases obtained the Court's authority to retain Maupin, Cox & LeGoy as its Nevada conflicts counsel in substitute for Greenberg Traurig, nunc pro tunc to January 19, 2010. MCL will assist Quinn Emanuel Urquhart Oliver & Hedges, LLP, as local Nevada counsel for the Committee. As Nevada conflicts counsel, MCL will: (a) assist the Committee and its counsel, as requested, in matters related to the Standing Motion; (b) represent the Committee as local counsel in all proceedings before the Court or other courts of jurisdiction over the Debtors' Chapter 11 cases with respect to the Standing Motion; including, but not necessarily limited to, preparing or reviewing all motions, answers and orders necessary to protect the interests of the Committee in that matter and ensuring that the pleadings are in compliance with the Court's local practice and Local Rules; (c) assist the Committee and its professionals in developing legal positions and strategies with respect to the Standing Motion; (d) provide other counsel and advice as the Committee or its professionals may require in connection with the Standing Motion; and (e) work closely with, while taking care not to duplicate services of, other Committee counsel and professionals with respect to the Standing Motion. Christopher D. Jaime, Esq., a shareholder of Maupin, Cox & LeGoy, says the Committee has been assured that the services of MCL will not be duplicative of services provided by other counsel to the Committee and will be limited to matters related to the Standing Motion for which GT is unable to assist the Committee as Nevada Conflicts Counsel. The Debtors will pay and reimburse MCL for fees and expenses incurred while performing the services to the Committee. MCL's current hourly rates applicable to the principal attorneys and paraprofessionals proposed to represent the Committee in the limited capacity are: Professional Hourly Rate ------------ ----------- Christopher D. Jaime - Shareholder $395 Donald A. Lattin - Shareholder $395 Karen Bernhardt - Paralegal $150 Generally, MCL's hourly rates are: Professional Hourly Rate ------------ ----------- Shareholders $395 - $450 Associates $175 - $250 Legal Assistants / Paralegal $95 - $150 Mr. Jaime assures the Court his Firm does not hold or represent any interest adverse to the Committee or the Debtors' estates, and MCL is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 11 07(b). About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Proposes to Pay Employee Contract Bonuses ---------------------------------------------------------- Station Casinos Inc. and its units ask the Bankruptcy Court for authority to pay three employees their guaranteed employment contract bonuses pursuant to the terms of three separate, prepetition employment contracts entered into with the subject employees. In the Prior Wages & Benefits Motion, the Debtors did not request authority to pay any bonuses to employees under the Debtors' various prepetition bonus programs, which include, retention bonuses, guaranteed employment contract bonuses, "stretch" bonuses, and discretionary target bonuses. To the contrary, the Debtors specifically excluded a request to pay bonuses from the Prior Wages & Benefits Motion. Proposed contract bonus to be paid to subject employees pursuant to employment contracts are: Employee Proposed Bonus -------- -------------- Employee "A" $180,000 Employee "B" $33,750 Employee "C" $50,000 The identities of the Subject Employees are redacted to protect the privacy of the Subject Employees and pursuant to the confidentiality provisions of the Employment Contracts, according to Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California. Mr. Shenfeld says none of the Contract Bonuses, denominated either a "supplemental bonus" or a "guaranteed bonus" in the Employment Contracts, are conditioned upon the performance of SCI or of the subject employee and are not discretionary. Each of the Contract Bonuses functions as annualized compensation to the respective Subject Employee. The Subject Employees are each corporate vice-presidents of SCI and the Contract Bonuses, combined with their other compensation, constitutes fair and appropriate compensation for the level of services provided to SCI, Mr. Shenfeld relates. The Debtors believe the Contract Bonuses are postpetition contract obligations, which can be paid in the ordinary course. In an abundance of caution, and in light of the fact that Contract Bonuses were excluded from the Prior Wages & Benefits Motion and cover a twelve-month period of employment that includes several months of services rendered prepetition, SCI now seeks Court authority to pay the Contract Bonuses. Mr. Shenfeld avers that by seeking authority to pay the Contract Bonuses SCI does not seek to deviate in any way from the interim or final orders approving the Prior Wages & Benefits Motion and does not seek to affect, alter or otherwise modify the Employment Contracts. Moreover, Mr. Shenfeld says, SCI does not seek to assume the Employment Contracts or otherwise affect its rights under the Employment Contracts, including, but not limited to SCI's rights under Section 365 of the Bankruptcy Code. Thomas Friel, executive vice president, chief accounting officer, and treasurer of Station Casinos, Inc., filed a declaration in support of the Motion. * * * The Debtors sought and obtained from the Court an order to hear the Motion on April 26, 2010, at 10:00 a.m., solely with respect to the three corporate vice-presidents. In a declaration filed with the Court, Mr. Shenfeld avers that scheduling the hearing on the Motion on April 26, 2010, will shorten notice of the Motion by one day. Moreover, the Debtors aver that scheduling the hearing date for the Motion on April 26 will reduce administrative fees and expenses; especially because there is no omnibus hearing date scheduled in the Chapter 11 Cases in May 2010 and it will avoid the need to have a hearing on an additional day. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SWOOZIE'S INC: DIP Financing Gets Interim OK; Committee Objects --------------------------------------------------------------- Swoozie's, Inc., sought and obtained interim authorization from the U.S. Bankruptcy Court for the Hon. C. Ray Mullins of the Northern District of Georgia to obtain postpetition secured financing from Wells Fargo Bank, National Association. The DIP lenders have committed to provide up to $3,500,000. Wendy R. Reiss, Esq., at Alston & Bird LLP, the attorney for the Debtor, explain that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The DIP facility will mature on April 15, 2010. Advances under the DIP Credit Facility will bear interest at the Floating Rate. The Floating Rate is the sum of (a) the Daily Three Month LIBOR and (b) the Margin. The Margin for Floating Rate Loans is 8%. Upon the occurrence and during the continuance of any event of default, the applicable interest rate will increase by 3.00% per annum. The Debtors' obligations under the DIP facility are secured by all of the Debtors' assets. The DIP Lender is granted valid, binding, enforceable and perfected lien in and to the collateral. The DIP Credit Agreement provides that the indebtedness will be an allowed super priority administrative expense claim. The Debtor will pay a host of fees to the Lender: a closing fee of $50,000 and an unused line fee of 0.25% of the daily average of the Maximum Line Amount reduced by the aggregate outstanding Advances, from the date of the DIP Credit Agreement to and including the termination date, which unused line fee will be payable monthly in arrears on the first day of each month and on the termination date. The Debtor will pay fees in connection with any collateral exams, surveys, audits or inspections conducted by or on behalf of Wells Fargo at the current rates established from time to time by Wells Fargo as its collateral exam fees (which fees are currently $125 per hour per collateral examiner), together with all actual out- of-pocket costs and expenses incurred in conducting any collateral examination, survey, audit or inspection. The DIP Liens will be senior in priority to the Crane Liens and the Crane Replacement Liens. As adequate protection, Wells Fargo is granted replacement liens in and to all of the collateral as partial adequate protection to prepetition lender to the extent of any diminution in value of the prepetition collateral caused by Debtor's use, consumption, sale, collection or other disposition of any prepetition collateral. The Wells Fargo replacement liens will be senior in priority to the DIP Liens, the Crane Liens and the Crane Replacement Liens. Debtor is a party to a Secured Promissory Note with Crane & Co., Inc., dated February 25, 2009. Crane is granted replacement liens in and to all inventory acquired by Debtor after the Petition Date as partial adequate protection to Crane to the extent of any diminution in value of Crane's interest in the prepetition inventory caused by Debtor's use, consumption, sale, collection or other disposition of any Prepetition Inventory. The Crane replacement liens will be junior in priority to the DIP Liens and the Wells Fargo replacement liens. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees; up to $370,000 in fees payable to professional employed in the Debtors' case; and $30,000 in fees of the committee in pursuing actions challenging the DIP Lenders' lien. The Final Hearing was set for 2:30 p.m., on March 17, 2010, at Courtroom 1203, Richard B. Russell Federal Building, 75 Spring Street SW, Atlanta, Georgia 30303. Committee Objection The Official Committee of Unsecured Creditors has filed an objection to the Debtor's motion for authorization to obtain DIP financing and has asked the Court to reconsider entry of the interim order approving the financing. In the alternative, the Committee requests that the Court modify the terms of the requested DIP financing. In the alternative, the Committee respectfully requests that the Court to: (i) eliminate the carve-out, or in the alternative, reapportion the carve-out more equitably between the Debtor s and the Committee s professionals and/or altogether increase the availability under the Carve-Out for the Committee's professionals; (ii) expand by 45 days from April 4, 2010, the period under which the Committee has to investigate and challenge the validity of the prepetition debt or any interests of Wells Fargo in the prepetition collateral or from asserting claims against Wells Fargo under any lender liability theories; and (iii) provide that any finding of validity arising by virtue of the Committee's failure to challenge the amount, validity, extent, perfection, or priority of or seek to set aside, avoid, offset, or subordinate any of the prepetition debt or any interests of Wells Fargo in the prepetition collateral won't be binding on a subsequent Chapter 7 trustee. The Committee is represented by Arnall Golden Gregory LLP. About Swoozie's Inc. Swoozie's Inc. is a luxury gift and paper retail chain, operating in 15 states with 43 locations. It was founded in 2001 in Atlanta, Georgia, by Kelly Plank Dworkin and the late David Dworkin. Swoozie's filed for Chapter 11 bankruptcy on March 2, 2010 (Bankr. N.D. Ga. Case. No. 10-66316). Judge C. Ray Mullins presides over the case. Dennis Connolly, Esq., and Wendy R. Reiss, at Alston & Bird, LLP, in Atlanta, Georgia, serves as bankruptcy counsel. Lee Diercks at Clear Thinking Group LLC serves as the Debtor's financial advisor. In its petition, the Debtor listed estimated assets of $1,000,001 to $10,000,000, and estimated debts of $10,000,001 to $50,000,000. SYMBIO SOLUTIONS: Can Hire Goodrich as General Bankr. Counsel ------------------------------------------------------------- Symbio Solutions, Inc., sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Goodrich Postnikoff & Albertson, LLP, as general bankruptcy counsel. GPA will, among other things: a. advise and assist the Debtor in the negotiation and documentation of agreements, debt restructuring and related transactions; b. monitor and advise the Debtor in transactions proposed by the parties-in-interest during the course of the case; c. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of the liens; and d. advise the Debtor concerning the actions that might be taken to collect and to recover property for the benefit of the Debtor's estate. GPA will be paid based on the hourly rates of its personnel: Partners $250-$300 Associates $175-$225 Paraprofessionals $90 The Debtor assures the Court that GPA is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11 bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10- 30134). The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. SYMBIO SOLUTIONS: Files Schedules of Assets & Liabilities --------------------------------------------------------- Symbio Solutions, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $8,139,512 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $24,948,362 E. Creditors Holding Unsecured Priority Claims $53,043 F. Creditors Holding Unsecured Non-priority Claims $7,839,016 ----------- ---------- TOTAL $8,139,512 $32,840,422 Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11 bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10- 30134). Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Albertson, LLP, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. SYMBIO SOLUTIONS: Gets Court's Nod to Use Cash Collateral --------------------------------------------------------- Symbio Solutions, Inc., sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral. The cash collateral consists of available cash deposits and income generated from post-petition operations, against which Sun Capital, Inc., asserts a first in priority lien. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Albertson, LLP, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtor proposes to grant Sun a continuing and replacement lien against the Debtor's assets. The Debtor will also continue to maintain adequate insurance coverage at acceptable levels on the Debtor's assets. The Debtor will provide Sun with copies of reports furnished to the U.S. Trustee. The Debtor's use of the Cash Collateral will terminate on February 28, 2010. Sun is represented by Franklin Skierski Lovall Hayward LLP. Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11 bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10- 30134). Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Albertson, LLP, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. SYMBIO SOLUTIONS: U.S. Trustee Appoints Members to Creditors Panel ------------------------------------------------------------------ William T. Neary, the U.S. Trustee for Region 6, appoints seven members to the Official Committee of Unsecured Creditors in Symbio Solutions, Inc.'s Chapter 11 cases. The Committee members include: 1) Thomas L. Hansen, CFO C&A Industries, Inc., d/b/a Aureus Nursing LLC and Aureus Radiology LLC 13609 California Street Omaha, NE 68154 Phone: (402) 891-0009 Fax: (402) 891-9461 E-mail: thansen@ca-industries.com 2) Charles M. Campisi, Assistant General Counsel Maxim Healthcare Services, Inc. 7227 Lee DeForest Drive Columbia, MD 21046 Phone: (410) 910-9080 Fax: (410) 910-1675 E-mail: chcampis@maxhealth.com 3) Chris Friedrichs, Vice President Finance Nursefinders, Inc. 524 E. Lamar #300 Arlington TX 76011 Phone: (817) 462-9014 Fax: (817) 303-1153 E-mail: Chris.Friedrichs@medfinders.com 4) Denise L. Jackson Senior Vice President and General Counsel AMN Healthcare (NYSE:AHS) 12400 High Bluff San Diego, CA 92130 Phone: (858) 509-3508 Fax: (866) 893-0682 E-mail: denise.jackson@amnhealthcare.com 5) Pam Oliver Trustaff 4270 Glendale-Milford Road Cincinnati, OH 45242 Phone: (513) 659-1267 Fax: (513) 354-6603 E-mail: Pam@Trustaff.com 6) John K. Fuller, RPh., CEO/Principal PharmaCare Services 777 East Sonterra Blvd., Suite 300 San Antonio, TX 78258 Phone: (210) 798-6900 Fax: (210) 745-4097 E-mail: jfuller@pharmacareservices.com 7) Lauren Miska, Associate Counsel Medical Staffing Network, Inc. One Lincoln Centre 18w140 Butterfield Road, Suite 500 Oakbrook Terrace, IL 60181 Phone: (630) 916-3907 Fax: (630) 916-3996 Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11 bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10- 30134). Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Albertson, LLP, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. TENET HEALTHCARE: McDonald Williams Resigns as Board Member ----------------------------------------------------------- J. McDonald Williams notified Tenet Healthcare Corporation of his decision not to stand for re-election to the Board of Directors. Mr. Williams will resign from the Board, effective as of the conclusion of the company's 2010 annual meeting of shareholders. Mr. Williams, a member of the Audit Committee and Compensation Committee, has served as an independent member of Tenet's Board since March 2005. In his role as director, Mr. Williams has made many significant contributions to the Board, the company and its shareholders. Based in Dallas, Texas, Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is an investor-owned health care services company whose subsidiaries and affiliates principally operate general hospitals and related health care facilities. All of Tenet's operations are conducted through its subsidiaries. At December 31, 2009, the Company had total assets of $7.953 billion against total liabilities of $7.256 billion, resulting in stockholders' equity of $646 million. Cash and cash equivalents were $690 million at December 31, 2009, a decrease of $41 million from $731 million at September 30, 2009. * * * As reported by the Troubled Company Reporter on October 1, 2009, Standard & Poor's Ratings Services assigned its 'CCC' issue-level rating to hospital operator Tenet Healthcare's $345 million mandatory convertible preferreds. Net proceeds were used to repurchase $300 million worth of outstanding 9.25% senior notes due 2015. The mandatory convertible preferred stock will automatically convert to Tenet common stock on Oct. 1 2012. Standard & Poor's views the mandatory convertible preferred issuance as 100% debt for ratings purposes. S&P's corporate credit rating on Tenet is 'B', reflecting the company's struggles over the past several years with weak operating performance and operating cash outflow and highly leveraged financial position. Despite the successes to date of a multiyear turnaround effort, these factors remain key elements of the company's highly-leveraged financial risk profile and vulnerable business risk profile. Tenet's extensive efforts to effectuate a turnaround over several years has included large- scale management and governance changes, cost control initiatives, revamped physician recruitment and relationship strategies, and managed care contract renegotiations to improve pricing. Tenet's improving financial results and better patient admissions over the past two years indicate some measure of success of its efforts. Still, a consistent track record of positive free cash flow generation is not likely in the near term. The TCR said September 29, 2009, that Moody's Investors Service changed the rating outlook of Tenet Healthcare to positive from stable. Concurrently, Moody's affirmed Tenet's B3 Corporate Family and Probability of Default ratings. TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed Tenet Healthcare Corp.'s ratings: -- Issuer Default Rating at 'B-'; -- Secured bank facility at 'BB-/RR1'; -- Senior secured notes at 'BB-/RR1'. Fitch has also upgraded Tenet's senior unsecured notes to 'B/RR3' from 'B-/RR4'. The upgrade is due to improved recovery prospects for note holders on the basis of a stronger post-restructuring EBITDA estimate. The Rating Outlook is revised to Positive from Stable. The ratings apply to approximately $4.3 billion of debt outstanding as of Dec. 31, 2009. The ratings reflect Tenet's improving operations and increasing financial flexibility within the context of operating margins that continue to lag industry-wide averages despite the company realizing a meaningful increase in profitability in 2009. Macro- economic pressures are creating a difficult operating environment for hospitals, as the industry is experiencing weak utilization trends and increases in bad debt expense. Despite these challenges, Tenet continues to make measurable improvements in quality, physician recruiting, employee satisfaction, managed care relations and expense management. The revision of the Rating Outlook to Positive is further supported by Fitch's expectation that Tenet will generate positive free cash (defined as cash flow from operations less capital expenditures and common dividends) in 2010 for the first time in recent history. Tenet's improving liquidity profile also benefited from actions taken by the company in 2009 to reduce its near-term debt maturities, limiting refinancing risk. Primarily based on 33% growth in EBITDA which was driven by a 230 basis point increase in operating margins in 2009, Tenet's credit metrics are significantly improved and are strong relative to the 'B-' IDR. Fitch calculates gross leverage and coverage of 4.3 times and 2.2x, respectively, as of Dec. 31, 2009. A key credit concern is how much of Tenet's enhanced profitability will prove to be sustainable. While Tenet's improvement in operating and credit metrics outperformed that of its peers in 2009, Fitch notes that the overall credit profile of the for-profit hospital industry continues to strengthen, with positive trends in leverage, operating margins, and free cash flow despite the impacts of the economic recession. Fitch believes that the industry is benefiting from cost management efforts as well as a less inflationary environment for healthcare supplies and services, particularly with respect to labor expense. As the economy and regional labor markets recover, Fitch expects some of these gains in profitability to be unsustainable and operating and credit metrics to track back toward historical industry averages, but just how much is difficult to estimate, especially with respect to Tenet, since it has historically lagged the industry in profitability. Fitch believes that Tenet's liquidity position and overall financial flexibility have improved significantly. The company took advantage of capital market access in 2009 to push out its 2011 and 2012 debt maturities through tender-and-exchange offers for $2.4 billion of unsecured notes, as well as open market repurchases of an additional $382 million of unsecured notes. The debt restructuring was primarily financed through the issuance of secured notes, (secured debt increased from 0% to 52% of the capital structure between the end of 2008 and 2009), as well as proceeds from the issuance of convertible stock and cash on hand. As a result, near-term debt maturities are manageable, and Fitch does not expect Tenet will need to access the capital markets for debt refinancing needs until its 2013 unsecured note maturity, although it expects the company may choose to opportunistically refinance the 2013 notes earlier if market conditions are favorable. Debt maturities are minimal through 2012, and include $65 million and $57 million in unsecured notes maturing in 2011 and 2012, respectively. Historically, the greatest risk to Tenet's financial profile was its negative free cash flow, and Fitch noted that the company's ability to produce positive cash flow was critical to maintain its long-term financial viability. Although Tenet continued to consume cash in 2009, with free cash flow of negative $31 million, this represents a significant improvement versus a negative $339 million in 2008, realized through increased cash from operations and a $90 million reduction in capital expenditure. Fitch expects that Tenet will generate a modest amount of positive free cash flow in 2010. Tenet's liquidity is additionally supported by cash on hand as of Dec. 31, 2009 of $690 million and $448 million in availability on the company's $800 million secured revolving credit facility maturing in November 2011. Availability on the revolver is based on eligible accounts receivable and is reduced by outstanding letters of credit ($185 million at Dec. 31, 2009). An upgrade of Tenet's ratings is likely if the company is able to maintain most of the improvement in operating and credit metrics that it demonstrated in 2009 throughout 2010. Fitch is currently projecting Tenet's 2010 top line revenue growth in-line with the 5% the company realized in 2009, driven by flat to slight declines in patient utilization and a 4-5% increase in pricing. In addition, Fitch expects a favorable cost environment for the industry to persist in the near term, on the basis of a slow macro-economic recovery characterized by high unemployment levels through 2011, helping Tenet to constrain growth in controllable expenses and sustain operating margin improvement. Critical to an upgrade of the ratings will be Tenet's ability to generate positive free cash flow for several consecutive operating quarters, even if a portion of the profitability gains realized in 2009 prove to be unsustainable in a recovering macro-economic environment. Additionally, a 'B' IDR will be indicated by an expectation that gross leverage will be sustained at or below 4.5x. This could be supported by increased clarity with respect to management's free cash flow deployment policy, particularly if debt reduction is a targeted use of cash as free cash flow turns positive. In 2010, Fitch projects gross leverage between 4.2x and 4.5x. Conversely, a return to a Stable Outlook at a 'B-' IDR or other negative rating action would likely be precipitated by some combination of these: flat to declining top line revenue growth in 2010; 2010 operating margins declining by 150 basis points or more versus the 2009 level; the company continuing to consume cash in 2010; and an expectation that operating margins will continue to track back toward pre-2009 levels in future years. Tenet's current ratings and Outlook do not necessarily reflect the potential impact of the legislative passage and implementation of a healthcare reform bill. Due to the high degree of uncertainty surrounding its legislative approval, and the form it will ultimately take, it is too difficult to accurately assess the potential impact on Tenet's operating and credit metrics at this time. However, Fitch believes that on balance, the plan in its current form would likely be favorable for the for-profit hospital industry, as it will result in higher insured patient volumes, less bad debt and charity care, and given the removal of the public plan option from the proposed legislation, may not result in pressure on commercial managed care pricing. TOTES ISOTONER: S&P Gives Stable Outlook; Affirms 'B-' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Cincinnati, Ohio-based totes Isotoner to stable from negative. At the same time, S&P affirmed the 'B-' corporate credit rating on the company. In addition, S&P affirmed the 'B-' issue-level rating on tote's first-lien bank loan. The recovery rating is '4', which indicates S&P's expectation of average (30%-50%) recovery for debt holders in the event of payment default. S&P also affirmed the 'CCC' issue-level ratings on the second-lien bank loan. The recovery rating is '6', which indicates S&P's expectation of negligible (0%-10%) recovery for debt holders in the event of payment default. "The outlook revision to stable from negative reflects increased cushion within the financial covenants in tote's credit facility as a result of debt repayment and a modest recovery in its operating performance," said Standard & Poor's credit analyst Jacqueline Hui. The ratings on Cincinnati-based, totes Isotoner Corp. reflect the company's participation in the accessories segment of the highly mature, fragmented, and competitive apparel industry; the very seasonal and weather-dependent nature of its sales; some customer concentration; and a highly leveraged financial profile. The company benefits from its well-known totes and Isotoner brands. Standard & Poor's assigns a high degree of business risk to the apparel manufacturing industry (including accessories) because of intense competition, low barriers to entry, and the commodity nature of certain items, such as umbrellas and gloves. totes Isotoner designs, distributes, and markets cold weather accessories (primarily umbrellas, gloves, and slippers) and apparel items, including flip flops and shoes, which S&P believes help to mitigate some of the seasonality. Accessories and rain products consist of about 34% of totes' sales base. The company sells mainly to mass merchants, department stores, and national chain store retailers in the U.S., Canada, and Europe. Products are sold under the totes, Isotoner, Raines, and ESNY brand names. The accessories category is mature, characterized by stable demand and low growth potential. The company's customers are somewhat concentrated; the top 10 accounted for about 40% of U.S. sales across all channels of distribution. S&P expects the company will be able to maintain credit metrics reflective of the current rating category in the near term. S&P could consider an outlook revision to negative if covenant cushion levels decline below 10% and a downgrade if covenant cushion levels decline below 5%. Alternatively, S&P could consider a ratings upgrade, if the company is able to further improve operating results, decrease leverage to about 5x and increase covenant cushion levels to more than 20%. TRONOX INC: Plan Exclusivity Extension Hearing on March 25 ---------------------------------------------------------- The Bankruptcy Court will convene a hearing on March 25, 2010, at 11:00 a.m. (Eastern Time) to consider approval of Tronox Inc.'s request for an extension of its exclusive period to propose a Chapter 11 plan. Objections are due on March 18, 2010, at 4:00 p.m. (Eastern Time). The Debtors have asked the Court to extend their exclusive plan filing period through July 12, 2010, and their exclusive solicitation period through September 13, 2010. Judge Allan L. Gropper entered a bridge order extending the Debtors' Exclusive Periods pending a hearing on the Motion. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, relates the Debtors and their key creditor constituencies reached an agreement on the framework and substance of a plan of reorganization, thereby eliminating the need for an auction of the Debtors' assets. Consequently, the Debtors cancelled their scheduled auction and, since that time, have focused on negotiating and documenting a standalone plan of reorganization. According to Mr. Henes, the negotiation and documentation of the standalone plan is complex. The Debtors must make sure numerous creditor constituencies with disparate rights and views are comfortable with the plan, which takes careful consideration and time. In addition, the Debtors are working hard to attempt to achieve a fully consensual plan by brokering a settlement between the Debtors' equity committee and creditor constituencies. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has US$1.6 billion in total assets, including US$646.9 million in current assets, as at September 30, 2008. The Company has US$881.6 million in current debts and US$355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Proposes Settlement With Century Indemnity ------------------------------------------------------ Tronox Inc. and its units seek the Court's authority to enter into a settlement agreement by and among debtors Tronox Worldwide LLC, Tronox LLC and Southwestern Refining Company, Inc., and Century Indemnity Company to resolve an insurance coverage dispute by providing for: (a) the settlement and release of certain defense and indemnity obligations for bodily injury claims owed by Century under certain insurance policies issued to the Debtors; and (b) the sale of the Tronox Policies to Century free and clear of any and all liens, claims, interests and encumbrances, for gross consideration of $4.725 million. The first installment of $2.5 million will be paid to the Debtors within ten days of entry of the Order granting the Motion, if granted. The second installment of $2.25 million will be paid to the Debtors on or before December 20, 2010. The Settlement Agreement also requires the Debtors to seek injunctive relief prohibiting any person from prosecuting any defense and indemnity obligations for third party bodily injury insurance coverage claims against Century under the Tronox Policies. In addition, the Debtors ask the Court to determine that their proposed form of adequate protection for parties, if any, that may have valid interests in the Tronox Policies is appropriate. The Debtors also ask the Court to approve the Debtors payment of a contingency fee to Branisa & Zomcik, P.C., who negotiated the Settlement Agreement on behalf of Tronox, out of the proceeds of the settlement. Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, says the Debtors have reached an agreement with Century that the Debtors believe is fair, equitable and in the best interest of its estates. According to Mr. Nash, Century or its predecessors issued certain commercial general liability insurance policies to the Debtors that provide defense and indemnity coverage for various policy periods between 1954 and 1970. A longstanding dispute exists between Century and the Debtors regarding both the existence of the Tronox Policies and the extent to which these policies provide defense and indemnity coverage for certain third party bodily injury claims allegedly caused by exposure to toxic substances, including asbestos, benzene and silica, during the policy periods. The Debtors estimate that they have incurred defense and indemnity costs in excess of $4.9 million for asbestos claims and in excess of $1.9 million for benzene claims, a total of approximately $6.8 million of out of pocket costs for which the Tronox Policies arguably provide coverage. The Debtors have asserted that under the Tronox Policies, Century owes them reimbursement for as much as 50%, or $3.4 million, of the Debtors' $6.8 million out of pocket expenditure, and that Century also has a continuing obligation to defend and indemnify the Debtors until the policies are fully and completely exhausted. Century has interposed a number of defenses and exclusions to coverage under the Tronox Policies, which Tronox has vigorously disputed, Mr. Nash relates. After vigorous and extended good faith negotiations, the Parties have entered into the Settlement Agreement, which resolves longstanding disputes, terminates protracted and expensive litigation and infuses money into the Debtors' estates through the sale of the Tronox Policies to Century free and clear of other interests for $4.725 million. In accordance with the Debtors' chapter 11 plan term sheet, the Debtors will contribute the $1.325 million of net proceeds from the sale of the Tronox Policies to a tort claims trust, which will provide funding for distributions to holders of tort claims against the Debtors. B&Z Contingency Fees The Debtors are presently party to litigation styled (a) Tronox LLC v. The Travelers Indemnity Company, et al., Civil Action No. 3:CV-06-1835P, pending in the United States District Court for the Northern District of Texas, Dallas Division, to which Century is a party, and (b) Kerr-McGee Corporation, et al. v. Admiral Insurance Company, et al., Cause No. 02-0062-F, pending in the 214th Judicial District Court of Nueces County, Texas to which Century is a party. Mr. Nash says that B&Z has represented the Debtors in the Coverage Litigation since August 2006. Pursuant to the terms of B&Z's retention for the Coverage Litigation, B&Z is entitled to receive a reduced hourly rate of $200 for services rendered, plus a 15% contingency fee for any money recovered in the Coverage Litigation. With respect to the Settlement Agreement, B&Z's contingency fee is 15% of the $4.725 million Settlement Amount, or $708,750. This amount will be paid from the Debtors' $3.4 million in proceeds from the sale of the Tronox Policies, and thus will not affect the $1.325 million Net Proceeds that the Debtors' will contribute to the tort claims trust. The requests that the Court and the U.S. Trustee authorize Tronox to make the contingency fee payment to B&Z notwithstanding the $500,000 cap on payments to ordinary course professionals under the OCP Order. The Court will convene a hearing on March 25, 2010, at 11:00 a.m. (Eastern Time) to consider the Motion. Objections are due on March 18 at 4:00 p.m. (Eastern Time). About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has US$1.6 billion in total assets, including US$646.9 million in current assets, as at September 30, 2008. The Company has US$881.6 million in current debts and US$355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wants Removal Period Extended Until Sept. 30 -------------------------------------------------------- Tronox Incorporated and its debtor-affiliates ask Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to further extend the time within which they may file notices of removal with respect to any actions that are subject to removal under Section 1452 of the Judiciary and Judicial Procedure. Specifically, the Debtors propose to extend its removal deadline under Rule 9027 of the Federal Rules of Bankruptcy Procedure to the earlier of: (a) September 30, 2010, (b) the effective date of a plan of reorganization, (c) the day that is 30 days after the entry of an order terminating the automatic stay provided by Section 362 of the Bankruptcy Code with respect to the particular action sought to be removed, or (d) with respect to certain Postpetition Actions, the time periods set forth in Rule 9027(a)(3). The Debtors further request that the order be without prejudice to (a) any position the Debtors may take regarding whether Section 362 of the Bankruptcy Code applies to stay any actions; and (b) the Debtors' right to seek future extensions of time to remove any and all actions. Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors are party to approximately 240 actions pending in various state and federal courts and is represented by many different law firms in these actions. Moreover, additional actions may be filed against the Debtors during the pendency of their Chapter 11 cases, he says. While Section 362(a) of the Bankruptcy Code automatically stays many, if not all, of the Actions pending against the Debtors, the Debtors are not yet prepared to decide which, if any, Actions it will seek to remove, Mr. Nash tells the Court. The Debtors believe that the proposed time extension will provide them with the necessary additional time to consider, and make decisions concerning, the removal of any Actions. Unless the extension is granted, the Debtors believe they will not have sufficient time to consider adequately whether removal of any of the Actions is necessary. The requested extension of the Removal Period will not prejudice the rights of any party to the Actions, Mr. Nash avers. Inasmuch as Section 362(a) of the Bankruptcy Code automatically stays actions against the Debtors, the Actions will not be proceeding in their respective courts with respect to the Debtors even absent the relief requested in the Motion, Mr. Nash avers. The Court will consider the Motion on October 13, 2009, at 12:00 p.m. (Eastern Time). Objections to the Motion are due on October 9, 2009, at 4:00 p.m. (Eastern Time). About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has US$1.6 billion in total assets, including US$646.9 million in current assets, as at September 30, 2008. The Company has US$881.6 million in current debts and US$355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Admin. Claims vs. OpCo Due April 7 ----------------------------------------------------------- Tropicana Entertainment LLC and certain of its debtor affiliates, otherwise referred to as the "OpCo Debtors," have emerged from bankruptcy as a reorganized business. The OpCo Debtors' First Amended Plan of Reorganization was declared effective on March 8, 2010. Each of the conditions precedent to consummation of the OpCo Plan have been satisfied or waived accordingly as of the Effective Date. As previously reported, the OpCo Plan was confirmed by the U.S. Bankruptcy Court for the District of Delaware as satisfying the requirement of the Bankruptcy Code on November 4, 2009. The other OpCo affiliates are Adamar George Corporation, Argosy of Louisiana, Inc., Atlantic-Deauville Inc., Aztar Corporation, Aztar Development Corporation, Aztar Indiana Gaming Company, LLC, Aztar Indiana Gaming Corporation, Aztar Missouri Gaming Corporation, Aztar Riverboat Holding Company, LLC, Catfish Queen Partnership in Commendam, Centroplex Centre Convention Hotel, L.L.C., Columbia Properties Laughlin, LLC, Columbia Properties Tahoe, LLC, Columbia Properties Vicksburg, LLC, CP Baton Rouge Casino, L.L.C., CP Laughlin Realty, LLC, Jazz Enterprises, Inc., JMBS Casino LLC, Ramada New Jersey Holdings Corporation, Ramada New Jersey, Inc., St. Louis Riverboat Entertainment, Inc., Tahoe Horizon, LLC, Tropicana Entertainment Holdings LLC, Tropicana Entertainment Intermediate Holdings, LLC, Tropicana Express, Inc., and Tropicana Finance Corp. The Reorganized OpCo Debtors' corporate headquarters is 3930 Howard Hughes Parkway, 4th Floor, in Las Vegas, Nevada 89169. Initial distributions under the OpCo Plan on account of Claims and Interests allowed on or before the OpCo Effective Date will be made as soon as reasonably practicable. However, Allowed Administrative Claims with respect to liabilities incurred by the OpCo Debtors in the ordinary course of business during their Chapter 11 cases or assumed by the OpCo Debtors before the Effective Date will be paid or performed in the ordinary course of business in accordance with the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice. Distributions on account of Claims allowed after the OpCo Effective Date will be made on the "Periodic Distribution Date" that is at least 30 days after the Disputed Claim becomes an Allowed Claim or Interest. However, Disputed Administrative Claims with respect to liabilities incurred by the OpCo Debtors in the ordinary course of business during the Chapter 11 cases or assumed by the OpCo Debtors on or before the Effective Date that become Allowed after the Effective Date will be paid or performed in the ordinary course of business in accordance with the terms and conditions or any controlling agreements, course of dealing, course of business, or industry practice. Any distributions to be made under the OpCo Plan that would violate any applicable state laws is prohibited. Fifth Notice of Amendment to Plan Supplement Just before the OpCo Plan was declared effective, the OpCo Debtors amended, restated and supplemented certain exhibits to their Plan Supplement under a Fifth Notice of Amendment dated March 6, 2010. The Amended Exhibits include: * Exhibit A: An Amended and Restated List of Assumed Executory Contracts and Unexpired Leases, which are deemed assumed by the Reorganized OpCo debtors as of the Plan Effective Date. * Exhibit B: An Amended and Restated List of Rejected Executory Contracts and Unexpired Leases, which are deemed rejected by the OpCo Debtors as of the Plan Effective Date. * Exhibit C: An Amended Description of Restructuring Transactions. Full-texts copies of the Plan Supplement amendments are available at no charge at: http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppA_030610.pdf http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppB_030610.pdf http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppC_030610.pdf The previous amendments to the Plan Supplement were filed on April 10, 2009, May 1, 2009, October 7, 2009, and November 3, 2009. Administrative Claims, Professional Fee Claims Any entity who requests compensation or expense reimbursement for making a substantial contribution in the Chapter 11 cases pursuant to Sections 503(b)(3), (4) and (5) of the Bankruptcy Code must file an application and serve it on the Reorganized OpCo Debtors' counsel on or before 4:00 p.m., Eastern Time, on April 7, 2010, or be forever barred from seeking payment. All requests for payment of an Administrative Claim must be filed with the Claims and Solicitation Agent, and served upon the Reorganized OpCo Debtors' counsel by 4:00 p.m., Eastern Time, on April 7, 2010. Any request for payment of an Administrative Claim that is not timely filed and served will be disallowed automatically without the need for any objection by the Reorganized OpCo Debtors. All final requests for payment of Professional Claims through and including March 7, 2010, must be filed and served no later than 4:00 p.m., Eastern Time, in April 22, 2010. Contract Cure Claims, Rejection Claims With respect to each of the OpCo Debtors' executory contracts and unexpired leases listed on the Amended Schedule of Contracts and Leases to be Assumed attached to the Fifth Notice of Amendment to the Plan Supplement, the Reorganized OpCo Debtors have designated a cure amount for unpaid monetary obligations under the applicable contract or lease. All requests for payment of Cure that differ from the Cure Amounts must be filed with the Claims and Solicitation Agent by 4:00 p.m., Pacific Time, in April 7, 2010, or be disallowed automatically, forever barred from assertion, and will not be enforceable against any OpCo Debtor or Reorganized OpCo Debtor. Any Claim for Cure will be deemed fully satisfied, released and discharged upon payment of the Cure Amount. Any proof of claim asserting Claims arising from the rejection of the OpCo Debtors' executory contracts and unexpired leases listed on the Amended Schedule of Contracts and Leases to be Rejected attached to the Fifth Amendment to the Plan Supplement must be filed with the Claims and Solicitation Agent no later than 30 days after the later of the Plan Effective Date or the effective date of rejection. Proofs of claim not timely filed will be disallowed automatically, forever barred from assertion, and will not be enforceable against any OpCo Debtor or Reorganized OpCo Debtor. All Allowed Claims arising from the rejection of the OpCo Debtors' executory contracts and unexpired leases will be classified as Rejection Damages Claims, and will be treated in accordance with the OpCo Plan. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: LV Unit Names Marcou-Stafford as Sales VP ------------------------------------------------------------------ Tropicana Las Vegas Inc. President Thomas McCartney announced today the appointment of Donna Marcou-Stafford as Vice President of Leisure Sales for Tropicana Las Vegas. "Donna has come to us with a wealth of experience in the hospitality industry," said President Thomas McCartney. "For more than 28 years she has enhanced the experience of her guests and exceeded their expectations. We're thrilled to have her on board at the Tropicana as she will be an integral part of our goals moving forward, including attracting and satisfying new clientele and continuing to please our current loyalists." Ms. Marcou-Stafford is responsible for the overall production of leisure sales in domestic, international, travel agent, consortia and OTA / Internet markets. She also works on promoting the brand, food and beverage and entertainment for Tropicana Las Vegas. "Working in Las Vegas for several years, I've seen many of the great casinos disappear," said Ms. Marcou-Stafford. "For that reason, the opportunity to breathe new life into a 'living legend' on The Strip is the most exciting time in my career, and I am confident that we will propel Tropicana Las Vegas into the future with style." Prior to this position, Ms. Marcou-Stafford was the Vice President of Leisure Sales for Planet Hollywood Resort & Casino, working there for over ten years, including during the pre-opening sales operations. Ms. Marcou-Stafford was also the regional director of international sales with Hilton Hotel Corporation representing four hotels / resorts in Los Angeles and Phoenix. In addition, Ms. Marcou-Stafford worked as the director of sales for several other companies including Planet Hollywood Restaurants in Beverly Hills and Sheraton Hotels in Arizona. Ms. Marcou-Stafford has held memberships with several professional organizations including the Hotel Sales and Marketing Association, SKAL International, PROST, Japan America Society, National Tour Association, Tourism Cares Association and is on the board for the United States Travel Industry Association. She also works closely with the Las Vegas Convention and Visitors' Authority for travel industry events. Ms. Marcou-Stafford was the recipient of the Starwood Hotels and Resorts prestigious "Most Valuable Partner" award in recognition of her outstanding support and commitment to partnering with their global sales organization, and was also a "Star of the Quarter Finalist" for Team Aladdin. About Tropicana Las Vegas In the heart of the famed Las Vegas Strip, Tropicana Las Vegas is a true Las Vegas landmark. The historic property is currently transforming itself into a vibrant, South Beach, Miami themed escape. The revitalized Tropicana Las Vegas will feature a fresh resort atmosphere, bright tropical colors and a sizzling nightlife scene. Construction is scheduled for completion in 2010 and includes the redesign of every hotel room and suite, the casino, the world-famous pool area, several new restaurants, bars, a new poker room, a new race and sports book, and nightclub. For additional information on events, amenities or availability call 702-739-2222 or visit http://www.troplv.com About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: NJCC OKs Tropicana AC Sale to Icahn ------------------------------------------------------------ The New Jersey Casino Control Commission has approved the sale of Tropicana Casino and Resort to Carl Icahn, allowing Mr. Icahn to take control of Tropicana Atlantic City. However, Mr. Icahn's company must still go through the requisite background investigation and approval process for a gaming license, pressofAtlanticCity.com related in a March 4, 2010 report. The NJ Commission granted interim casino authorization to allow the Icahn-led investors to takeover ownership and operations of Tropicana Atlantic City. The authorization is for a nine-month period when the Division of Gaming Enforcement will investigate the new owners, according to nbc40.net. Based on the Division's findings, the NJ Commission will then decide on whether to issue a full license to the Icahn group. The NJ Commission's approval ends a conservatorship that has controlled the casino since December of 2007, nbc40 said. Tropicana Atlantic City will be "folded" into the corporate umbrella of Icahn-led Tropicana Entertainment Inc., which consists of nine casinos in New Jersey, Nevada, Mississippi, Louisiana, and Indiana. According to PAC, Mr. Icahn is keeping Tropicana Atlantic City's current management team headed by President Mark Giannantonio. The NJ Commission's approval of the acquisition "clears the way for the embattled Tropicana organization" to emerge from bankruptcy, blastmagazine.com said. In a related event, Tropicana Entertainment LLC and certain of its debtor-affiliates emerged from bankruptcy on March 8, 2010. Statement on Tropicana AC's New Ownership On Monday, March 8th, new ownership led by Carl Icahn officially took over the Tropicana Casino & Resort, signaling a new era and a whole new energy for the property. The new energy is already visible with a renewed focus on customer service, revitalized entertainment product, and exciting new concept changes coming soon to Tropicana's restaurants. Tropicana is proud to announce the Trop Rocks entertainment series to include Robin Thicke on March 13, Jordin Sparks on April 24, Le Grand Cirque beginning May 9, Craig Ferguson on July 9 and An Evening with Daughtry on August 7. "It's a whole new year, new energy, new era at the Tropicana," said Mark Giannantonio, president and C.E.O. of Tropicana Casino & Resort. "Now, with a great partner like Carl Icahn at our side and our staff of dedicated and hardworking employees, we can really move the Tropicana forward as the pre-eminent entertainment resort in Atlantic City. We're thrilled about the possibilities." To capture the new energy at the Tropicana, a special microsite has been created, http://www.tropicana.net/newenergyThis site will showcase all of the employees as well as new offerings, from entertainment to promotions. Guests are encouraged to submit photos and videos of their visits to the Tropicana and how they experienced a "whole new energy" during their stay. The Tropicana Casino & Resort is a 24-hour gaming destination located on the beach and Boardwalk. Featuring more than 2,100 rooms and suites and home of The Quarter, a 200,000 square foot entertainment complex, Tropicana is the premier resort in Atlantic City. With more than 20 restaurants, 25 shops, 12 bars and lounges, 2 pools, an IMAX Theatre and a spa, Tropicana is consistently rated as the "Must-See Attraction" in Atlantic City. For more information, visit the new official Web site at http://www.tropicana.net About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNO RESTAURANT: Files Bankruptcy Plan, Plans Offering ----------------------------------------------------- Uno Restaurant Holdings Corp. and its affiliates filed a joint Chapter 11 reorganization plan. The Official Committee of Unsecured Creditors is now supporting the Plan. The Committee initially opposed the Plan because it provided no recovery on their claims. After negotiations, senior secured noteholders agreed to pay 10% of the unsecured creditors' claims, up to a maximum payout of $1.75 million. The unsecured claims are expected to total $88.9 million. Under the Plan, senior secured noteholders will own 100% of the shares in the reorganized company. Secured noteholders are owed a total of $75.9 million. Uno Restaurant said the Plan provides for a potential rights offering of second-lien notes aggregating $27 million. If initiated, the proceeds would be used to repay the outstanding obligations under the term loan portion of the DIP Facility. A group of holders of the majority of the senior notes will fully backstop the rights offering, including maximum debt of $55 million. The reorganized Debtors will approve and implement an incentive equity compensation plan for the benefit of Management. The Management Incentive Plan will provide for 10% of the New Common Stock to be issued to Management. According to Bloomberg News, Uno Restaurant projects that revenue for the fiscal year ending in September will fall 10.9% to $255.7 million due to the closing of 35 restaurants. Ebitda, or earnings before interest, taxes, depreciation and amortization, is projected to drop 5.8% to $19.2 million. Long-term debt is projected to fall to $39.1 million this year from $171.8 million as of last September as a result of the reorganization. A copy of the Plan is available for free at: http://bankrupt.com/misc/UnoRestaurant_Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/UnoRestaurant_DS.pdf About Uno Restaurant Boston, Massachusetts-based Uno Restaurant Holdings Corporation -- http://www.unos.com/-- has 179 company-owned and franchised full-service Uno Chicago Grill restaurants located in 28 states, the District of Columbia, Puerto Rico, South Korea, the United Arab Emirates, Honduras, Kuwait, and Saudi Arabia. The company also operates a fast casual concept called Uno Due Go(R), a quick serve concept called Uno Express, and a consumer foods division which supplies airlines, movie theaters, hotels, airports, travel plazas, schools and supermarkets with both frozen and refrigerated private-label foods and branded Uno products. The Company and 152 affiliates filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-10209). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. Weil, Gotshal & Manges LLP assist the Debtors in their restructuring effort. CRG Partners Group LLC is the restructuring advisor. Kurtzman Carson Consultants LLC serves as noticing and claims agent. VISTEON CORP: Files Amended Plan of Reorganization -------------------------------------------------- Visteon Corporation filed an amended plan of reorganization and disclosure statement with the U.S. Bankruptcy Court, reflecting the company's improved operating and financial performance, as well as recovering industry and market conditions. Under the amended plan, Visteon would retain its U.S. defined benefit pension plans and provide recoveries to unsecured creditors, including bondholders and trade creditors. The amended plan has the express and unanimous support of the ad hoc committee of term loan holders, as well as the support of other significant term lenders with aggregate holdings of approximately 74 percent of the term lenders' secured claim. Under the amended plan, the term lenders' entire $1.629 billion secured claim will be converted to equity, which would leave the reorganized company virtually free of debt in the U.S. The company believes that its pro forma balance sheet will position it to enhance customer relationships and participate in a rapidly changing global market. The company also has been having ongoing discussions with an ad hoc group of its pre-petition bondholders regarding an alternative plan of reorganization that would be predicated on a backstopped rights offering for the equity of the reorganized company. To date, the company has not received a proposal that it considers acceptable. Nonetheless, the company has not terminated these discussions and has advised the ad hoc group it is receptive to reviewing any proposals. Under the amended plan, the term lenders will receive 85 percent of the common stock in reorganized Visteon. Holders of Visteon's 12.25 percent senior notes will receive their pro rata share of approximately 6 percent of the common stock (representing a recovery of more than 50 percent of the face value of their claims). Holders of Visteon's other unsecured notes and non-trade claims will receive their pro rata share of approximately 9 percent of the common stock (representing a recovery of approximately 20 percent of the face value of their claims). Trade creditors will receive cash in an amount equal to their pro rata share of $23.9 million, an approximately 50 percent recovery. Although these distributions are a significant improvement over the proposed distributions in the originally filed plan of reorganization, the amended plan still leaves the bondholders and other general unsecured creditors substantially impaired. As such, the amended plan does not provide for any recovery to holders of Visteon's equity securities. The company intends to seek approval of its amended disclosure statement at a hearing scheduled for April 13 in the U.S. Bankruptcy Court for the District of Delaware. If the disclosure statement is approved, the company will begin soliciting acceptances of the amended plan of reorganization immediately thereafter and seek its confirmation by the court. About Visteon Corporation Visteon Corporation is a leading global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 25 countries and employs approximately 29,500 people. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VUE AT LAKE: Sells Assets to Condo Developer for $25.9 Million -------------------------------------------------------------- Anjali Fluker, staff writer at Business Journal of Orlando, reports that Condo Developer LLC made the winning bid of $25.9 million for Vue at Lake Eola's 36-story, 375-unit downtown Orlando tower at an auction, surpassing Starwood Properties Inc.'s $25.8 million offer. A hearing is set for March 31, 2010, to consider approval of the sale. The sale is expected to close by the end of April. The Vue at Lake Eola is a blue-tinted condo 36-story tower in downtown Orlando, which opened in late 2007 and has approximately 375 units. A group of banks and other lenders in October 2009 filed a petition asking a federal judge to declare bankruptcy on the Vue at Lake Eola, claiming that they are cumulatively owed $14.6 million. WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on El Segundo, Calif.-based Wyle Holdings Inc., a provider of contracting services to U.S. federal government agencies. The outlook is stable. At the same time, Standard & Poor's assigned its bank loan and recovery ratings to the company's new $115 million senior secured financing. S&P assigned a 'BB' issue-level rating (two notches higher than the corporate credit rating on the company) to the first-lien facilities, composed of a $25 million revolving credit facility due 2015 and a $90 million term loan due 2016, along with a recovery rating of '1', indicating the expectation for very high (90%-100%) recovery in the event of a payment default. S&P also assigned a 'B+' rating to the company's new $175 million senior subordinated notes due 2018, along with a recovery rating of '4', indicating the expectation for average (30%-50%) recovery in the event of a payment default. The company will use the proceeds to refinance existing indebtedness. The refinancing extends the company's debt maturity profile and reduces interest expense by approximately $5 million. "The ratings reflect modest profitability inherent in the government services business, budget reliance on key U.S. federal government agencies, and a leveraged financial profile," said Standard & Poor's credit analyst Jennifer Pepper. Solid positions in the niche government services market, as well as predictable revenue streams based on a contractual backlog of business partially offset these factors. * Arent Fox Reveals White Collar Defense Partners in Washington --------------------------------------------------------------- Arent Fox LLP has expanded its white collar defense practice with the addition of four new partners to the firm's Washington, DC, New York and Los Angeles offices, including the former US Attorney for the Central District of California and a former Assistant US Attorney who headed the Public Corruption and Civil Rights Section in California's Central District. Terree Bowers, Mary Carter Andrues, Peter Unger and Andrew D. Kaizer all join Arent Fox as partners. Bowers and Andrues will be residents at the firm's Los Angeles office, Unger in its Washington, DC, office and Kaizer in the firm's New York City office. "The addition of these lawyers is a significant step forward to our strategic goal of expanding a national white collar criminal defense and financial fraud practice. This is just the first of a series of moves we will be making in this practice area," said firm chairman Mark M. Katz in Washington, DC. "Terree Bowers, Mary Carter Andrues, Peter Unger and Andrew Kaizer are four of the most respected and accomplished trial attorneys in the United States, adding remarkable strength to our white collar defense and litigation practices. They bring to our firm a unique and highly coveted blend of courtroom experience, talent, skill and knowledge encompassing a broad spectrum of white collar defense litigation, including securities and commodities enforcement, health care fraud, the Foreign Corrupt Practices Act, RICO and export control cases." Terree Bowers is the former US Attorney for the Central District of California. He received the prestigious Attorney General's Award for Distinguished Service and has been honored by three United States Attorneys General and one Canadian for his outstanding work in a variety of fields. During his tenure, he established and chaired the first Telemarketing/Investment Fraud Task Force in the country. He also created and led the Financial Institutions Fraud Task Force for the Los Angeles area. He later served as the Chief Deputy City Attorney for Los Angeles, supervising more than 525 attorneys. In 1994, the Department of Justice selected Mr. Bowers to serve as a US representative on the Yugoslavia War Crimes Tribunal (ICTY). He traveled to Bosnia at the height of the Yugoslav conflict to investigate allegations of genocide and helped present the international arrest warrant case against Radovan Karadzic and Ratko Mladic. He is an accomplished trial and appellate lawyer with over 30 years of experience in supervising and litigating complex commercial, white collar and regulatory cases in the areas of securities fraud, banking and financial institutions, civil rights actions, political corruption issues, government contracting, health care fraud, pharmaceutical testing issues, environmental criminal and regulatory matters, false claims, customs, tax fraud, antitrust issues, insurance coverage and a variety of other complex litigation matters. Mary Carter Andrues focuses on white collar criminal defense, internal corporate investigations, international and domestic regulatory compliance and enforcement and complex commercial litigation. Ms. Andrues was an Assistant US Attorney in the Central District of California, where she served as the Chief of the Public Corruption and Civil Rights Section; Deputy Chief of the Public Corruption and Government Fraud Section; and as Health Care Fraud Coordinator. She served on the US Department of Justice, Attorney General's Advisory Committee and Health Care Fraud Subcommittee. Ms. Andrues received the Attorney General's Director's Award for her role as the lead federal prosecutor in the LAPD Rampart Investigation. Ms. Andrues has over 20 years of trial experience and handles matters involving the Foreign Corrupt Practices Act, including investigations by the Justice Department and the Securities and Exchange Commission. Her practice also focuses on areas of government contract and procurement fraud, improper gifts, gratuities and kickbacks, violations of federal export control laws, including the Arms Export Control Act, International Traffic in Arms Regulations, International Emergency Economic Powers Act and the Export Administration Act. She regularly served as an instructor to federal law enforcement agencies and at the US Department of Justice, National Advocacy Training Center. Peter Unger's practice focuses on representing parties in investigations and litigations conducted primarily by the Securities and Exchange Commission, self-regulatory organizations and state securities regulators; conducting internal investigations; providing crisis management; and counseling advice to public and private companies on their obligations under federal securities laws. Mr. Unger provides compliance counsel and advice on the Foreign Corrupt Compliance Act (FCPA), defending FCPA investigations and conducting FCPA due diligence of potential agents or business partners worldwide. His client base includes oil service companies, the financial services industry and pharmaceutical companies. Prior to entering private practice, he served as a law clerk to the Honorable Norman C. Roettger Jr., former Chief Judge of the United States District Court for the Southern District of Florida, and as an attorney in the SEC's Division of Enforcement. Mr. Unger served on the Global Litigation Section's Securities Litigation, Government Enforcement and White Collar Defense practice management group at his former firm. Andrew D. Kaizer's practice focuses on white-collar criminal defense, securities and commodities enforcement, investigations by federal, state, and private-sector regulators and law enforcement officials in the United States and abroad, internal investigations, hedge fund and broker-dealer regulatory compliance, and complex commercial civil litigation, including class action and RICO matters. At Arent Fox, Mr. Kaizer will continue to provide counseling and trial representation in criminal, complex commercial disputes, regulatory, and corporate governance matters, to individuals, corporate board members, and organizations in a variety of industries, with an emphasis on the financial sector, including private, investment, and commercial banks, investment advisors and hedge funds, investment companies, broker-dealers and Big Four accounting firms. Prior to joining Arent Fox on February 25, Mr. Kaiser was with a national law firm in New York and served as co-chair of that firm's commercial and business litigation department. The arrival of the four new partners is the latest development in a major expansion of Arent Fox's national litigation practice in 2010. In February, the firm announced a highly respected six attorney team from Venable LLP, including partners Aaron Jacoby, John Bronstein and Richard Buckley, and lateral hire Harry Johnson from Jones Day had joined the firm's Los Angeles office. Earlier in the month, Thor Hearne, the former managing partner of Lathrop & Gage in St. Louis, joined Arent Fox's litigation practice in Washington, DC. About Arent Fox Arent Fox LLP -- http://www.arentfox.com-- with offices in Los Angeles, Washington, DC and New York City, is a recognized leader in areas including intellectual property, real estate, health care, life sciences, and complex litigation. With more than 350 lawyers nationwide, Arent Fox has extensive experience in corporate securities, financial restructuring, bankruptcy, government relations, labor and employment, finance, tax, corporate compliance, and the global business market. The firm represents Fortune 500 companies, government agencies, trade associations, foreign governments and other entities. * Deloitte Taps Langford to Lead Distressed Asset & Debt Practice ----------------------------------------------------------------- Deloitte disclosed that Guy Langford has been appointed to lead the distressed asset and debt practice in the United States, effective immediately. Langford succeeds Dorothy Alpert, who has assumed the role of northeast deputy regional managing partner. In his role as U.S. distressed asset and debt leader, Langford is responsible for the practice's overall strategy and execution of tax, audit, consulting and financial advisory services across the lifecycle of distressed assets and debt. "In the next three to five years, we will likely witness a continuation of an important cycle of deleveraging that will involve restructurings, recapitalization and ownership transfers that reaches beyond commercial real estate into consumer and industrial segments with significant impact on regional and community banks, private equity firms, hedge funds, insurance carriers and corporations. Lenders, borrowers and investors are all positioning themselves today to weather the current market and the storm that may lie ahead, as well as execute on opportunities that may arise as the cycle of distress works itself through the system," said Langford. "Accordingly, clients are seeking advisors who bring broad industry experience and perspectives to inform customized, time-sensitive solutions. "Whether it's a lender that needs a capital partner to recapitalize an asset or business, a borrower that needs a portfolio review and recovery plan for non-performing loan pools, or an investor that needs an army of specialists to analyze and value a portfolio under tight time constraints, Deloitte understands client priorities." Based in New York, Langford leads a cross-disciplinary national practice that has grown to more than 60 partners, principals and directors over the last 12 months, including a number of strategic external hires with competencies and experience in debt advisory, rating agencies, debt origination and underwriting, workout and restructuring, as well as capital markets and investment banking experience. Deloitte offers lenders, borrowers and investors support with a range of issues including merger, acquisition and divestiture transactions; reorganization and bankruptcy; preserving and enhancing asset value; litigation and dispute support; valuation; portfolio reviews, foreclosure analysis, tax structuring; accounting and audit; and strategy, operations and technology. "Deloitte brings relationship across the lender, borrower and investor community to bear. Guy's role as real estate M&A leader has presented him with an unmatched relationship network that allows him to bring the right parties together, as well as offer a broad lens of both opportunities and challenges for participants in the current marketplace. The practice and our clients are in the hands of a talented and committed leader," said Alpert. Langford also serves as the mergers and acquisitions leader for Deloitte's real estate practice, a role he has held since 2005, as well as northeast real estate leader, which he has held since 2008. Langford joined Deloitte in 1989 in Australia following graduation from the University of Melbourne with a bachelor of commerce degree. He joined the U.S. company in 1994. He is both a CPA and Chartered Accountant in Australia. Langford is a current member of the Real Estate Roundtable's Real Estate Capital Policy Advisory Committee, and a former president of the Association of Chartered Accountants in the United States. About Deloitte As used in this document, "Deloitte" means Deloitte LLP and Deloitte Services LP, a subsidiary of Deloitte LLP. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Mar. 13-15, 2010 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 18-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York City Contact: http://www.turnaround.org/ Apr. 29, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - East Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 THE COMMERICAL LAW LEAGUE OF AMERICA Midwestern Meeting & National Convention Westin Michigan Avenue, Chicago, Ill. Contact: 1-312-781-2000 or http://www.clla.org/ May 21, 2010 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - NYC Alexander Hamilton Custom House, SDNY, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 24, 2010 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference New York Marriott Marquis, New York, NY Contact: 1-703-739-0800; http://www.abiworld.org/ May 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 3, 2010 AMERICAN BANKRUPTCY INSTITUTE Atlanta Consumer Bankruptcy Skills Training Georgia State Bar Building, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 11-14, 2010 AMERICAN BANKRUPTCY INSTITUTE Hawai.i Bankruptcy Workshop The Fairmont Orchid, Big Island, Hawaii Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 14, 2010 AMERICAN BANKRUPTCY INSTITUTE ABI/NYIC Golf and Tennis Fundraiser Maplewood Golf Club, Maplewood, N.J. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 20, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Fordham Law School, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Sept. 23-25, 2010 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 1, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE ABI/UMKC Midwestern Bankruptcy Institute Kansas City Marriott Downtown, Kansas City, Kan. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Oct. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Chicago Consumer Bankruptcy Conference Standard Club, Chicago, Ill. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 15, 2010 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Hilton New Orleans Riverside, New Orleans, La. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 29, 2010 (tentative) AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium The Savoy, London, England Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. __, 2010 AMERICAN BANKRUPTCY INSTITUTE Delaware Views from the Bench and Bankruptcy Bar Hotel du Pont, Wilmington, Del. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 11, 2010 AMERICAN BANKRUPTCY INSTITUTE Detroit Consumer Bankruptcy Conference Hyatt Regency Dearborn, Dearborn, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Jan. 20-21, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 (tentative) AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: March 7, 2010 ********* 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. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, 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 2010. 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 ***