/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100414.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, April 14, 2010, Vol. 14, No. 102 Headlines ABITIBIBOWATER INC: Says Woodbridge Partnership Can Be Assumed AERO INVENTORY: U.S. Court Recognizes Chapter 15 Proceeding AGE REFINING: Chase Capital or Winning Bidder to Fund Plan AIG BAKER: Files List of 20 Largest Unsecured Creditors AIG BAKER: Section 341(a) Meeting Scheduled for May 11 AIG BAKER: Taps Andre M. Toffel as Bankruptcy Counsel AIG BAKER: Wants to Use Cash Collateral of PNC & Regions Bank AK STEEL: Moody's Gives Stable Outlook; Affirms 'Ba2' Rating ALIMENTATION COUCHE-TARD: Moody's Reviews 'Ba1' Rating on Bonds AMERICAN INT'L: ILFC Sells 53 Planes to Macquarie for $1.9-Bil. AMERICAN INT'L: Lost Up to $2 Bil. as Unit Ends Goldman Trades AMERICAN INT'L: Former CEO Liddy to Get $120,000 Stipend for 2009 AMERICAN INT'L: Shareholders' Say on Political Spending Sought AMERICAN RESIDENTIAL: Moody's Downgrades Ratings on Senior Notes AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating ARTISTDIRECT INC: DKR Capital No Longer Holds Shares BALLY TECHNOLOGIES: Fitch Raises Issuer Default Rating From 'BB+' BERNARD MADOFF: Picard Reports $1.5 Billion Found for Victims BLACK CROW: Dismissal Denied; Debtor Seeks More Exclusivity BLACK RAVEN: Deloitte & Touche Raises Going Concern Doubt BOND RANCH: Case Summary & 14 Largest Unsecured Creditors BORGWARNER INC: Moody's Affirms 'Ba1' Corporater Family Rating BRUNO'S SUPERMARKETS: Trustee Sues Execs. for Trashing Company BSML INC: Forced Into Chapter 7 Bankruptcy by Creditors C&S GROUP: Moody's Assigns Corporate Family Rating at 'Ba3' CABLEVISION SYSTEMS: Moody's Assigns 'B1' Rating on $1 Bil. Notes CABLEVISION SYSTEMS: S&P Puts 'B+' Rating on $1 Bil. Notes CENTRAL KANSAS: Has Access to Peoples Bank's Cash Until June 16 CF INDUSTRIES: Fitch Assigns 'BB+' Rating on Senior Unsec. Notes CISTERA NETWORKS: Restates Results for Fiscal 2009 Q1 and Q2 CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing CLAIRE'S STORES: Posts $10.4 Million Net Loss for FY 2009 COACHMEN INDUSTRIES: GAMCO Says Shares Undervalued, Wants Shake-up COACHMEN INDUSTRIES: HIG All American Eases Financial Covenants COACHMEN INDUSTRIES: In Better Situation Than Last Year, CEO Says COLONIAL BANCGROUP: Not Entitled to Colonial Tax Refund, Says FDIC COMMUNITY VALLEY: 2009 Report Delayed; $20MM Pre-Tax Loss Expected CUMULUS MEDIA: Board Approves Cash Bonus Payments for Executives CUMULUS MEDIA: 2010 Annual Stockholders' Meeting on May 5 DBSD NORTH AMERICA: Sprint takes Plan Fight to 2nd Circuit DEEP DOWN: Delays Filing of Annual Report on Form 10-K DELPHI CORP: $264-Mil. in Professionals' Fees Now Approved DELPHI CORP: Retirees Want to Further Amend Michigan Suit DELPHI CORP: UAW Sues GM Over $450MM Debt Under Delphi VEBA DILLARD'S INC: Fitch Upgrades Issuer Default Rating to 'BB-' DUBAI WORLD: Creditors to Respond to Proposal "Within Weeks" DYNAMIC BUILDERS: BofA Wants to Confiscate Cash Collateral DYNCORP INTERNATIONAL: Moody's Reviews Ba3 Corporate for Downgrade DYNCORP INTERNATIONAL: 'BB' Rating Placed by S&P on CreditWatch ENVIROSOLUTIONS: Creditors Object to DIP Financing ERVING INDUSTRIES: Electricity Sales Qualify for Priority Claims FAIRPOINT COMMS: Clerk Reports Claim Transfers for March FAIRPOINT COMMS: A. Giamarrino Resigns; L. Hood Name Interim CFO FIDELITY PROPERTIES: Files Schedules of Assets & Liabilities FINDEX.COM INC: 2009 Net Loss Widens to $641,088 FLYING J: Reaches $8.5M Refinery Cleanup Deal with Shell FORBES MEDI-TECH: Reports Net Earnings of C$126,598 in 2009 FORBES MEDI-TECH: Common Stock Now Quoted at OTCBB Under "FMTI" FRANCISCAN COMMUNITIES: Amends List of Largest Unsecured Creditors FRANCISCAN COMMUNITIES: Gets Final OK to Access Lenders' Cash FRANCISCAN COMMUNITIES: Taps Plunkett & Gibson as Bankr. Counsel FREDDIE MAC: Files February 2010 Monthly Volume Summary FREDDIE MAC: CEO Haldeman Received $2,076,011 in 2009 Pay FREMONT GENERAL: New World Tries to Block Plan Approval GENERAL MOTORS: Fee Examiner Seeks to Expand Stuart Work GENERAL MOTORS: Pacts Rejection, Global Settlement Approved GENERAL MOTORS: Denies $500-Mil. Liability for NUMMI Dissolution GENERAL MOTORS: UAW Files $450-Mil. Lawsuit over Delphi Contract GENERAL MOTORS: Dr. Cynthia Telles Joins Board of Directors GMAC INC: CEO Doesn't See ResCap Bankruptcy Filing GMAC INC: Sells Euro Mortgage Assets and Operations to Fortress GRAHAM PACKAGING: Amends CFO Bullock's Employment Agreement GRAY TELEVISION: Files Amendment to Wachovia Credit Agreement GREYSTONE PHARMACEUTICALS: Case Dismissal Hearing Set for April 27 CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing HAWKER BEECHCRAFT: To Pay Sept. 2010 Interest on PIK Notes in Cash HAWKER BEECHCRAFT: Execs' Performance-Based Option Deals Revised IMAGING3 INC: December 31 Balance Sheet Upside-Down by $1.6-Mil. INTEGRITY BUILDERS: Involuntary Chapter 11 Case Summary INT'L LEASE FINANCE: Sells 53 Planes to Macquarie for $1.9-Bil. IXI MOBILE: Delays Filing of 2009 Annual Report on Form 10-K JETCO RETAIL: Involuntary Chapter 11 Case Summary JERRY SWON: Case Summary & 20 Largest Unsecured Creditors JOSE JORGE: Court Dismisses Chapter 11 Reorganization Case JRG DAKOTA: Involuntary Chapter 11 Case Summary KLCG PROPERTY: Court Okays Stuart Maue as Fee Examiner KONSTANTINO KOURIS: Case Summary & 20 Largest Unsecured Creditors LAKE AT LAS VEGAS: Hires McKool Smith to File Fraud Lawsuits LAKE TAHOE: Taps Wilke Fleury to Handle Reorganization Case LANDMARK VALLEY: Property Sale Hearing Continued Until May 12 LIONS GATE: Asks Shareholders to Discard Proxy Cards from Icahn LIQUIDATION OUTLET: Asks for Court OK to Obtain DIP Financing LYONDELL CHEMICAL: Georgia-Pacific May Delay Plan Confirmation MACDERMID INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating MAFCO WORLDWIDE: S&P Gives Negative Outlook; Affirms 'B+' Rating MAGUIRE PROPERTIES: Ex-CEO Seeks to Buy Assets to Help Raise Cash MAHONING COUNTY: S&P Gives Stable Outlook; Affirms 'C' Rating MARK J GINSBURG: Creditors Want Receiver Named in Chapter 11 Case MARK J GINSBURG: Files Amended Schedules of Assets and Liabilities MARK J GINSBURG: U.S. Trustee Won't Form Creditors Committee MARKET DEV'T: Files List of 20 Largest Unsecured Creditors MARKET DEV'T: Files Schedules of Assets & Liabilities MC PRECASTS: U.S. Trustee Forms 3-Member Creditors Committee MERUELO MADDUX: Plan Solicitation Period Extended Until June 11 MERUELO MADDOX: Committee May File Chapter 11 Plan in May MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities METALS USA: Moody's Raises Corporate Family Rating to 'B2' MICRON TECHNOLOGY: S&P Raises Rating on Senior Notes to 'B' MIG INC: Appeals Loss in Paul Weiss Malpractice Suit MIRANT CORPORATION: Fitch Affirms 'B+' Issuer Default Rating MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating MISCOR GROUP: Delays 2009 Report, Expects Net Loss of $20.5-Mil. MISSION REAL: Asks for Court's Permission to Use Cash Collateral MJH EDUCATION: Moody's Affirms 'Ca' Rating on $57.4 Mil. Bonds NEDAK ETHANOL: McGladrey Pullen Raises Going Concern Doubt NOVA BIOSOURCE: Controlled Dismissal of Ch. 11 Case Approved OMEGA HEALTHCARE: Reveals New $320 Million Credit Facility ORANGE GROVE: Asks Court for April 16 Schedules Filing Deadline P&F INDUSTRIES: Delays Form 10-K Filing; Expects $9-Mil. Loss PREFERRED PROPERTIES: Files Schedules of Assets & Liabilities PRIME GROUP REALTY: Reports $8.5 Million Net Loss for 2009 PRIME STAR: Delays Filing of 2009 Annual Report on Form 10-K PRIVE VEGAS: Asks Court to Dismiss Chapter 11 Case PURADYN FILTER: Delays Filing of 2009 Annual Report on Form 10-K RATHGIBSON INC: Court Approves Bonus Plan for 135 Employees RATHGIBSON INC: Sets May 21 Plan Confirmation Hearing RECTICEL NA: Obtains Plan Confirmation After Modifying Contracts REGENT COMMUNICATIONS: Court Confirms Plan of Reorganization RONSON CORP: Delays Filing of 2009 Annual Report on Form 10-K SANSWIRE CORP: Rosen Seymour Raises Going Concern Doubt SBA TELECOMMUNICATIONS: Moody's Cuts Ratings on Sr. Notes to 'Ba3' SIX FLAGS: Files Revised Credit Agreements for Plan SMURFIT-STONE: Facing Objections to Plan Confirmation SMURFIT-STONE: Proposes to Enter Into Exit ABL Revolving Facility SMURFIT-STONE: Establishes SSCE Distribution Reserve SPRINT NEXTEL: Files Supplement to Stock Option Exchange Program TAMARACK RESORT: Court Converts Chapter 7 Case to Chapter 11 TESORO CORP: S&P Gives Negative Outlook; Affirms 'BB+' Rating THOMAS SCHULTHEIS: Court Sets June 30 as Claims Bar Date TIBURON VIEW: Voluntary Chapter 11 Case Summary TRIBURON POINTE: Voluntary Chapter 11 Case Summary TITLEMAX HOLDINGS: Wins Confirmation of Full-Payment Plan TOUSA INC: Wants to Use Cash Collateral Pending Lawsuit Appeal TOUSA INC: Proposes Tortosa HOA Settlement TOUSA INC: Seeks to Enter into Agreements with Regal Oaks TRONOX INC: Liquidity Solutions Offering 77% for Claims UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities UTEX COMMUNICATIONS: Taps Munsch Hardt as Bankruptcy Counsel UTEX COMMUNICATIONS: Wants Access to Main Street's Cash Collateral VERENIUM CORP: Biofuels Unit Extends Agreement with BP Biofuels VION PHARMACEUTICALS: Liquidating Plan Declared Effective VISINET INC: Voluntary Chapter 11 Case Summary VISTEON CORP: District Court Affirms OPEB Termination Order VISTEON CORP: Proposes Plews Shadley as Environmental Counsel VISTEON CORP: Alvarez & Marsal Bills $2.67MM for Sept.-Nov. WOODCREST CLUB: Court Fixes April 23 as Claims Bar Date * IATA Chief Favors Mergers to Cut Costs, Improve Competitiveness * McKool Smith Names New Principals in Dallas, Austin * McKool Smith Has Six New Lawyers in New York * NewOak Capital Names Chad J. Burhance Managing Director * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: Says Woodbridge Partnership Can Be Assumed -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc. argued in a document filed with the U.S. Bankruptcy Court that it has the right to assume and continue operating under a partnership agreement regarding a mill in Augusta, Georgia. The report relates that Woodbridge Co., Abitibi's partner in the plant, contended in a motion that bankruptcy law doesn't permit assumption of a partnership agreement without its consent. Abitibi countered by pointing to a December 2007 letter agreement where Woodbridge consented to an assumption of the partnership agreement in a reorganization. Woodbridge's motion is scheduled for hearing on May 26. According to the report, AbitibiBowater said its current intention is to assume the partnership agreement. In the meantime, Abitibi wants the bankruptcy court to extend the time to decide on the assumption until the as-yet-to-be-filed reorganization plan is confirmed. 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). AERO INVENTORY: U.S. Court Recognizes Chapter 15 Proceeding ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California recognized Aero Inventory (UK) Limited's Chapter 15 case as a foreign proceeding. The foreign representative is represented by: Marsha A. Houston, Esq. Christopher O. Rivas, Esq. Reed Smith LLP 355 South Grand Avenue, Suite 2900 Los Angeles, CA 90071-1514 Tel: (213) 457-8000 Fax: (213) 457-8080 Aero Inventory (UK) Limited -- http://www.aeroinventory.com/-- is a service provider to companies in the aerospace industry, providing a comprehensive procurement and inventory management service. Aero Inventory's ultimate goal is to become the world's leading aircraft consumable parts service provider. Aero Inventory is listed on the Alternative Investment Market of the London Stock Exchange with operations in the United Kingdom, Australia, Canada, China, Bahrain, Hong Kong, Indonesia, Japan, Switzerland and the United States of America. Aero Inventory (UK) Limited Ltd. filed a Chapter 15 petition on November 12, 2009 (Bankr. D. Calif. Case No. 09-41758). The Company said it had US$100 million to US$500 million in assets and US$500 million to US$1 billion in debts in its petition. AGE REFINING: Chase Capital or Winning Bidder to Fund Plan ----------------------------------------------------------- Age Refining, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement explaining its proposed Plan of Reorganization. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan contemplates the consummation of a transaction to infuse or create new capital into the Debtor or sell substantially all of the Debtor's assets and operations to an interested party. On March 8, 2010, the Bankruptcy Court entered the bid procedures order, which began a marketing process to solicit offers from potential investors or buyers. The bid procedures provide for solicitation and marketing to occur through May 1, 2010, and, if necessary, an auction to occur on May 5, 2010. By the end of this process, the Debtor intends to designate a successful bidder as the Plan proponent and the proponent of a transaction to be consummated under the Plan. The source(s) of funding necessary for the treatment of claims and interests will be Chase Capital Corporation, a secured creditor, or the successful bidder under an alternate transaction, as applicable. Treatment of Claims Classes of Claims Estimated Percentage Recovery ----------------- ----------------------------- 1: Other Priority 100% 2: Asset Based Credit Facility 100% 3: Secured Term Credit Facility($40MM) Unknown 4: Other Secured Claims 100% 5: General Unsecured and Unsecured Term Credit Facility ($40MM) Unknown 6: Convenience Class 100% 7: Subordinated Claims 0% 8: AGE Refining Interests 0% Holders of general unsecured claims and unsecured term credit facility will receive their pro rata share of the shares of the new common stock representing 5% of the new common stock to be issued and outstanding on the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AgeRefining_DS.pdf The Debtor is represented by: Mark E. Andrews Aaron M. Kaufman Cox Smith Matthews Inc. 1201 Elm Street, Suite 3300 Dallas, Texas 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 Carol E. Jendrzey Cox Smith Matthews Inc. 112 E. Pecan Street, Suite 1800 San Antonio, Texas 78205 Tel: (210) 554-5500 Fax: (210) 226-8395 Age Refining, Inc., based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company's clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. The Company filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AIG BAKER: Files List of 20 Largest Unsecured Creditors ------------------------------------------------------- AIG Baker Deptford, LLC, has filed with the U.S. Bankruptcy Court for the Northern District of Alabama a list of its 20 largest unsecured creditors. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Deptford Tax Collector 1011 Cooper Street Woodbury, NJ 08096-3076 Taxes $446,161 McGriff Seibels & Williams 2211 7th Avenue South Birmingham, AL 35233 Trade Debt $48,107 Diane Turton, Realtors 1216 3rd Ave. Spring Lake, NJ 07762 Trade Debt $46,113 King & Spalding LLP Trade Debt $29,625 CPM Builders Trade Debt $26,968 The Mattress Factory Security Deposit $15,459 Ballard Spahr Trade Debt $15,000 Five Guys Famous Burgers Security Deposit $13,600 Deptford Family Dental Security Deposit $9,333 We R Wireless Security Deposit $4,576 Great Clips Security Deposit $4,000 Cricket (Metro PCS) Security Deposit $3,870 Riker Danzig Scherer Hyland Perretti LLP Trade Debt $3,510 PSE&G Trade Debt $2,858 Spa #1 Nails Security Deposit $2,800 Copeland, Franco, Screws, & Gill Trade Debt $2,754 Waste Management of NJ Trade Debt $1,677 Deptford Township MUA Trade Debt $903 Techna-Pro Electric Trade Debt $246 Verizon Trade Debt $54 Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single asset real estate. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059). Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. AIG BAKER: Section 341(a) Meeting Scheduled for May 11 ------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of AIG Baker Deptford, LLC's creditors on May 11, 2010, at 2:30 p.m. The meeting will be held at Robert S. Vance Fed Building, 1800 5th Avenue No, Room 127, Birmingham, AL 35203. This is the first meeting of creditors required under Section 341(a) of the U.S. 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. Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single asset real estate. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059). Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. AIG BAKER: Taps Andre M. Toffel as Bankruptcy Counsel ----------------------------------------------------- AIG Baker Deptford, LLC, has sought permission from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Andre M. Toffel, P.C., as bankruptcy counsel. Andre M. Toffel will, among other things: a. take all necessary or desirable action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; c. negotiate and prepare a plan of reorganization, disclosure statement, and all related documents; and d. negotiate and prepare documents relating to the disposition of assets, as and to the extent requested by the Debtor. Andre M. Toffel will be paid based on the hourly rates of its personnel: Attorneys $200-$375 Paralegals $50-$75 Legal Assistants $50-$75 Document Clerks $50-$75 Andre M. Toffel, a partner at Andre M. Toffel, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single asset real estate. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. N.D. Ala. Case No. 10-02059). Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. AIG BAKER: Wants to Use Cash Collateral of PNC & Regions Bank ------------------------------------------------------------- AIG Banker Deptford, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to use the cash collateral of PNC Bank, National Association, and Regions Bank. The Debtor says that rents generated from the Debtor's property constitute cash collateral. The real property generating the Rents is located in New Jersey Andre M. Toffel, Esq., at Andre M. Toffel, P.C., the attorney for the Debtor explains that the Debtor need the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor says that PNC and Regions are oversecured and the equity cushion in the Debtor's property is sufficient to adequately protect PNC's and Regions' interest. The Debtor will continue to use the cash collateral to operate and maintain the property, which constitutes adequate protection with respect to PNC and Regions. PNC Bank (the Agent), individually and as Administrative Agent for PNC Bank and Regions Bank (collectively, the Banks) object to the Debtor's efforts to utilize rents owned by the Agent as if they were cash collateral. The rents at issue were assigned to the Agent pursuant to agreements that are absolute assignments under New Jersey law, where the mortgaged premises generating the rents are located. In addition, the Agent exercised its rights under the assignments of rents and has been collecting the rents directly from the tenants for almost a year. The Debtor retains no interest in the rents, and they are not property of the estate, the Banks say. PNC Bank is represented by Lisa S. Bonsall, Esq. (lbonsall@mccarter.com), at McCarter & English, LLP. Regions Bank is represented by Jennifer Harris Henderson, Esq. (jhenderson@babc.com), Patrick Darby, Esq. (pdarby@babc.com), and Glenn Glover, Esq. (gglover@babc.com), at Bradley Arant Boult Cummings LLP. Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single asset real estate. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059). Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. AK STEEL: Moody's Gives Stable Outlook; Affirms 'Ba2' Rating ------------------------------------------------------------ Moody's Investors Service changed AK Steel Corporation's rating outlook to stable from negative. At the same time, Moody's affirmed the Ba2 corporate family rating and the Ba3 rating on AK Steel's senior unsecured notes. The stable outlook reflects Moody's expectations that AK Steel will evidence good earnings recovery in 2010 as volumes and pricing improve and that its debt protection metrics will strengthen commensurately. While recovery in key end markets is expected to continue to be gradual, the improved production levels in the automotive industry will benefit the company's earnings in 2010 given the value added component of sales to this sector. Although key input costs are expected to increase, particularly iron ore, the outlook anticipates that the company will be able to maintain acceptable earnings contributions through market price increases and indexed pricing mechanisms in most of its contracts. The outlook also incorporate Moody's expectation that conditions for steel producers will remain challenging in 2010, although Moody's do not anticipate a return to the extremely low utilization levels experienced in 2009. Factored into the outlook as well is the company's strong liquidity position, which Moody's expect to be maintained in 2010 notwithstanding likely increased working capital requirements on increasing volumes. AK Steel's Ba2 corporate family rating is supported by its business mix, which continues to be heavily weighted to contract positions and its strong liquidity position. AK Steel's product mix benefits from a meaningful level of value added products, including coated, electrical, and stainless products. However, the rating also considers the cyclicality of the steel industry, the expected slow recovery to volume levels that will result in better fixed cost absorption, and the company's somewhat higher, although much improved, cost base. AK Steel's liquidity position was supported by its cash balances of $462 million at December 31, 2009, and availability of roughly $600 million under its $850 million borrowing base revolving credit facility. Moody's last rating action on AK Steel was March 13, 2009, when the rating outlook was changed to negative from stable. Headquartered in West Chester, Ohio, AK Steel is a middle tier integrated steel producer. Revenues in fiscal 2009 were $4.1 billion on steel shipments of 3.9 million tons. ALIMENTATION COUCHE-TARD: Moody's Reviews 'Ba1' Rating on Bonds --------------------------------------------------------------- Moody's Investors Service placed Alimentation Couche-Tard Inc.'s Ba1 senior subordinate rating under review for possible downgrade. The rating action follows the company's launch of a hostile all- cash bid for Casey's General Stores Inc., valuing the target at roughly $1.9 billion. On Review for Possible Downgrade: Issuer: Alimentation Couche-Tard, Inc -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Ba1 Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable The review for downgrade considers Moody's belief that Casey's would represent a relatively large sized acquisition which has the potential to increase ACT's initial adjusted pro-forma leverage from roughly 3x to over 4x. While ACT has a favorable track record of integrating acquisitions and additional acquisitions are contemplated for in its current rating, the proposed acquisition of Casey's has the potential to stretch ACT's key credit measures beyond the bounds that Moody's currently expects. The ratings review will focus on ACT's plans to finance the potential transaction, including an assessment of its resulting balance sheet, liquidity profile and plans for future debt reduction. The review will also focus on ACT's integration plans for Casey's, including the potential for any cost synergies recognizing that Casey's largely rural footprint differs from ACT's current concentration in more urban areas. Finally, in the event that ACT's bid for Casey's is not successful, Moody's will reconsider its expectations for ACT's appetite to pursue any future leveraged transactions. ACT's rating would likely be downgraded if Moody's were to conclude that the company's adjusted Debt/ EBITDA were expected to be sustained towards 4x with free cash flow into the low single digits relative to adjusted debt levels. The last rating action for Alimentation Couche-Tard Inc. was on December 7, 2009, when the company's senior subordinate rating was upgraded to Ba1 from Ba2. Alimentation Couche-Tard Inc., headquartered in Laval, Quebec, operates or licenses about 5,900 convenience stores in Canada and the United States under the "Circle K", "Couche-Tard", "Mac's", and other banners. The company also licenses around 3,700 "Circle-K" convenience stores in Mexico and East Asia. Revenue for the twelve months ending January 31, 2010, totaled roughly $15.4 billion. AMERICAN INT'L: ILFC Sells 53 Planes to Macquarie for $1.9-Bil. --------------------------------------------------------------- Macquarie Group Limited said its unit, Macquarie Bank Limited, has entered into an agreement to acquire an aircraft operating lease portfolio from International Lease Finance Corporation, a subsidiary of American International Group, Inc. Of the 53 aircraft that MBL has agreed to acquire from ILFC, MBL will acquire 47 aircraft for $1.671 billion (net of current cash deposits and subject to adjustments). The purchase will be funded from existing cash reserves. In connection with the transaction, MBL will transfer to Macquarie AirFinance Limited, a global aircraft leasing company of which Macquarie owns 37.5%, MBL's right to purchase six of the 53 aircraft directly from ILFC on similar terms to MBL. The purchase price gross of current cash deposits (subject to adjustments) for the 53 aircraft under the agreement is $1.987 billion. Completion of the transaction is expected to occur over the remainder of calendar 2010, subject to customary closing conditions. The impact on Macquarie's regulatory capital surplus as a result of the transaction is not expected to be material. The portfolio of 47 aircraft comprises young, modern aircraft on lease to 35 airlines in 27 countries. The weighted average age of the fleet is less than 4 years and the average remaining lease term is more than 5 years. Boeing 737 Next Generation and Airbus A320 Family aircraft make up more than 70% of the portfolio. The remainder of the portfolio are in-production widebody aircraft, well suited to the operating lease market. Macquarie considers the credit quality of the lessees to be above average for an aircraft operating lease portfolio. The acquisition builds on Macquarie's existing leasing business in the aircraft sector and Macquarie's substantial experience in the leasing of assets through its Corporate and Asset Finance division which has loans and leases under management of A$13.8 billion, as at December 31, 2009, across a range of industry sectors. Macquarie Group Chief Financial Officer, Greg Ward, said: "This transaction leverages Macquarie's existing expertise in asset leasing, demonstrates the strength of our aircraft management capabilities and diversifies the client base of our aircraft fleet." Macquarie's existing aircraft leasing business include: * Macquarie Asset Leasing Trust, a wholly owned aircraft leasing vehicle established in 2005 which owns nine aircraft on lease to a major Australian airline; and * MAF, a global aircraft leasing company which in 2006 purchased GATX Air, the aircraft leasing business of the GATX Corporation, and which prior to this transaction owns or manages 124 jet aircraft leased to 57 operators in 30 countries, across 6 continents. According to Dow Jones Newswires' Rebecca Thurlow and Joan E. Solsman, Alan Lund, ILFC's new CEO, said Wednesday that ILFC's ability to garner large aircraft sales along with its success in tapping financial markets "strongly demonstrates ILFC's ability to generate liquidity and delever its balance sheet." Dow Jones says Macquarie's purchase of the portfolio for below its $2.32 billion book value follows the investment bank's purchase of a A$1 billion ($927.4 million) portfolio of auto leases and loans from the Australian arm of auto giant Ford Motor Co. in October. According to Dow Jones, the sale will increase the average age of ILFC's remaining fleet to 7.6 years from 7.4. Dow Jones notes that ILFC recently lost its interim chief executive, less than two months after he assumed the post, because of federal compensation limits. AIG Chief Executive Robert Benmosche has said the unit's ability to sell $750 million in bonds last month reflects investor confidence in the group. The deal is expected to be completed by the end of 2010. About Macquarie Group Macquarie Group is a global provider of banking, financial, advisory, investment and funds management services. Macquarie's main business focus is making returns by providing a diversified range of services to clients. Macquarie acts on behalf of institutional, corporate and retail clients and counterparties around the world. Macquarie Group Limited is listed in Australia (ASX:MQG; ADR:MQBKY) and is regulated by APRA, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie employs approximately 14,400 people in more than 70 office locations in 28 countries. Including the recent acquisition of Delaware Investments, Macquarie had assets under management of A$342 billion at December 31, 2009. About ILFC International Lease Finance Corporation, headquartered in Los Angeles, California, is the international market leader in the leasing and remarketing of advanced technology commercial jet aircraft to airlines around the world. ILFC owns a portfolio consisting of more than 1,000 jet aircraft. * * * ILFC carries Fitch's 'BB' Issuer Default Rating. ILFC holds S&P's (BBB-/Watch Neg/--) Corp. credit rating. It holds 'B1' corporate family and senior unsecured ratings at Moody's. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Lost Up to $2 Bil. as Unit Ends Goldman Trades -------------------------------------------------------------- Reuters says a source familiar with the matter said on Sunday that American International Group Inc. realized a loss of up to $2 billion last year as its Financial Products unit ended most of its remaining trades with Goldman Sachs Group Inc. According to Reuters, that source said AIG realized a loss of $1.5 billion to $2 billion as it ended credit default swaps, or insurance like guarantees, with Goldman on about $3 billion of mortgage collateralized debt obligations. The Wall Street Journal says that leaves the unit's swaps with Goldman on $1.3 billion in CDOs, called Abacus. The report notes AIG officials felt the assets could do better than what their prices would show. AIG and Goldman declined to comment, according to Reuters. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Former CEO Liddy to Get $120,000 Stipend for 2009 ----------------------------------------------------------------- American International Group, Inc., disclosed that on April 7, 2010, its Board of Directors determined to provide its former Chairman and Chief Executive Officer, Edward M. Liddy, with an annual stipend of $120,000 in respect of 2009. This stipend represents the overall higher cost of living and inconvenience that Mr. Liddy was required to incur as a result of his service in New York notwithstanding that he and his family resided in Chicago. Since Mr. Liddy retired from AIG in August 2009, he was only eligible for $80,000 of the stipend. AIG was permitted to pay this amount under the TARP Standards for Compensation and Corporate Governance after providing the proposal for the stipend to the satisfaction of the Special Master for TARP Executive Compensation. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Shareholders' Say on Political Spending Sought -------------------------------------------------------------- American International Group, Inc., disclosed in a regulatory filing that The New York State Common Retirement Fund intends to ask shareholders at the Company's annual meeting next month to urge AIG's board of directors to adopt a policy that shareholders be given the opportunity, at each annual shareholder meeting, to vote on an advisory resolution, proposed by management, to ratify AIG's political spending program for the previous fiscal year. The New York State Retirement Fund wants AIG to disclose information regarding AIG's political spending program, including: 1. Policies and procedures for (a) political contributions and expenditures made with corporate funds and (b) payments used for grassroots lobbying communications. 2. (a) Monetary and non-monetary political contributions and expenditures made in the previous fiscal year for political purposes, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and independent tax-exempt entities often referred to as "section 527 organizations" that are unregulated by the Federal Election Commission and focus on issue advocacy and voter mobilization, as opposed to the election, appointment or defeat of particular candidates; and (b) any portion of any dues or similar payments made to any tax-exempt organization in the previous fiscal year that is used for an expenditure or contribution which, if made directly by AIG, would not be tax-deductible. 3. Payments used for grassroots lobbying communications in the previous fiscal year. According to the Retirement Fund, "As long-term AIG shareholders, we support transparency and accountability in corporate political spending. Absent a system of accountability, company assets can be used for policy objectives that may be contrary to the long-term interests of the company. In addition, a strategy based on obtaining particular political outcomes may create greater risks for companies and their shareholders, as political fortunes may shift. We believe that annual shareholder ratification of political spending would provide this needed accountability." The Fund also says, "AIG's political expenditures have come in for criticism in the past, suggesting that more accountability could be beneficial. For example, a 2006 press report described AIG as participating in the technically legal practice of having numerous subsidiaries contribute the maximum amount to candidates, thereby skirting per-company limits on contributions." The Fund cited "AIG Political Contributions Questioned in N.Y.," Insurance Journal, Sept. 21, 2006)." The Fund also notes that AIG and the Starr Foundation (then under the control of AIG insiders) reportedly contributed $15 million in 2003 to finance a U.S. Chamber of Commerce-led campaign to repeal the Sarbanes-Oxley law. In the Fund's view, such expenditures were not in the interests of AIG or its shareholders. The Fund cited "Chamber Threatens Anti-Bailout Members," Politico, Sept. 30, 2008. The Fund states that it beneficially owns 452,155 shares of AIG Common Stock. The Annual Shareholders' Meeting will be held at 180 Maiden Lane, 3rd Floor, New York, on May 12, 2010, at 10:00 a.m. Aside from the Fund's proposal, other agenda at the meeting are: 1. To elect 11 nominees as directors of AIG to hold office until the next annual election and until their successors are duly elected and qualified; 2. To elect the two nominees as Series E and Series F Directors; 3. To vote upon a non-binding shareholder resolution to approve executive compensation; 4. To act upon a proposal to approve the American International Group, Inc. 2010 Stock Incentive Plan; 5. To act upon a proposal to ratify the selection of PricewaterhouseCoopers LLP as AIG's independent registered public accounting firm for 2010; 6. To act upon a shareholder proposal relating to cumulative voting; 7. To act upon a shareholder proposal relating to executive compensation retention upon termination of employment; and 8. To transact any other business that may properly come before the meeting. Shareholders of record at the close of business on March 19, 2010 will be entitled to vote at the meeting. A full-text copy of AIG's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5fe5 About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN RESIDENTIAL: Moody's Downgrades Ratings on Senior Notes ---------------------------------------------------------------- Moody's lowered all the credit ratings of American Residential Services L.L.C. by one notch after the upsizing of its proposed senior secured second lien notes from $150 million to $165 million. Moody's lowered the Corporate Family Rating, Probability of Default Rating and senior secured second lien note ratings to B3 from B2. The proceeds from the $165 million of senior secured second lien notes are expected to be used to repay existing secured debt, pay related fees and expenses, and fund a dividend to the shareholders. ARS Finance, Inc. will be a co- borrower under the note indenture. The rating outlook is stable. The B3 corporate family rating reflects the exposure of the company's business lines to weather conditions, the possibility that high unemployment rates and tight credit market conditions could lead consumers to defer purchases or self-repair, a short track record of positive free cash flow and risks related to the company's acquisition strategy. The ratings are supported by steady financial performance during 2009 despite difficult market conditions, the significant emergency service component of the company's revenues, a geographically diverse branch network and a track record of effectively acquiring and integrating acquisitions. Projected interest coverage and cash flow metrics are in line with the B3 rating category. Moody's lowered these ratings (assessments): * $165 million senior secured second lien notes due 2015, to B3 (LGD 4, 55%) from B2 (LGD 4, 56%) * Corporate Family Rating, to B3 from B2 * Probability of Default Rating, to B3 from B2 The last rating action on ARS was on April 8, 2010, when Moody's assigned a B2 Corporate Family Rating, a B2 Probability of Default Rating and a B2 to $150 million of proposed senior secured second lien notes. ARS, headquartered in Memphis, Tennessee, is one of the leading providers of HVAC, plumbing, sewer and drain cleaning, and residential efficiency services in the United States, serving both residential and commercial customers. The business is principally focused on the residential market and has a network of 66 branch locations in 23 states across the continental United States. On a pro forma basis for the acquisition and contribution of Efficient Attic Systems to ARS, as if such acquisition had occurred on January 1, 2009, revenues were approximately $550 million for the year ended December 31, 2009. AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' counterparty credit rating on AmWINS Group Inc. The outlook remains stable. At the same time, S&P affirmed its 'B-' first- lien senior secured and 'CCC' second-lien senior secured debt ratings on AmWINS. The affirmation follows AmWINS' April 9, 2010, announcement that it will merge with Colemont Insurance Brokers. AmWINS is the second-largest wholesale broker in the U.S., according to Business Insurance's 2009 ranking. Colemont is the fifth-largest wholesale broker in the U.S., with a sizable international brokerage presence. "The transaction is large from a revenue and earnings perspective. Colemont's 2009 revenues totaled $115 million, compared with AmWINS' $227 million," said Standard & Poor's credit analyst Julie Herman. "However, AmWINS' debt burden will increase by a very modest $31 million, which is less than 10% of total debt and consists of a $15 million increase in AmWINS' first-lien loan and use of $20 million in revolver capacity, because it is funding a material proportion of the transaction with equity." "Further, if the merger is executed successfully, AmWINS' leverage profile should improve modestly in 2010, with Colemont's earnings offsetting the increased debt burden," said Ms. Herman. Colemont generated roughly $13.5 million in EBITDA in 2009. The drawdown of the revolving credit facility will introduce a total leverage restrictive covenant. However, the company will have a sizable amount of unrestricted cash upon the closing of the transaction as well as a reasonable cushion relative to this covenant. ARTISTDIRECT INC: DKR Capital No Longer Holds Shares ---------------------------------------------------- DKR Capital Partners, L.P., DKR Oasis Management Company, LP, DKR Soundshore Oasis Holding Fund, Ltd., and Seth Fischer disclosed that as of March 8, 2010, they no longer held shares of ARTISTdirect, Inc. common stock. DKR is a registered investment adviser and the managing general partner of DKR Oasis Management, which in turn is the investment manager of Soundshore Oasis. Soundshore Oasis is a Cayman Islands exempted company. Mr. Fischer is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of Soundshore Oasis. About ARTISTdirect ARTISTdirect, Inc. (OTC BB ARTD) is a publicly held holding company with two operating subsidiaries: ARTISTdirect Internet Group, Inc., which operates one of the largest destination sites on the Internet for music and motion picture news, information and streaming music. ADIG also operates an ad network that is currently ranked 5th in comScore's ranking of music sites. Peer Media Technologies, Inc., incorporating the company's MediaDefender and MediaSentry units, provides intellectual property protection and business information services to major motion picture studios, record labels, television networks, gaming companies and software publishers, and Internet marketing services to advertising agencies and other clients. On August 5, 2009, ARTISTdirect filed a Form 15 with the United States Securities and Exchange Commission to suspend the Company's SEC reporting obligations. As of March 31, 2009, ARTISTdirect had $4,196,000 in total assets; and total current liabilities of $4,076,000 and total long-term liabilities of $1,450,000; resulting in stockholders' deficiency of $1,330,000. Going Concern Doubt Gumbiner Savett Inc., in its audit report on the Company's 2008 Annual Report, raised substantial doubt about the Company's ability to continue as a going concern. Gumbiner Savett said the Company has experienced declining revenues, negative working capital, a net loss, and uncertainty relating to its ability to improve its operating results under current economic conditions. BALLY TECHNOLOGIES: Fitch Raises Issuer Default Rating From 'BB+' ----------------------------------------------------------------- Fitch Ratings has upgraded Bally Technologies, Inc.'s Issuer Default Rating to investment grade and taken these rating actions: -- IDR upgraded to 'BBB-' from 'BB+'; -- $183 million senior secured term loan due 2012 affirmed at 'BBB-'; -- $75 million senior secured revolver due 2012 affirmed at 'BBB-'; -- $75 million senior secured revolver due 2014 rated 'BBB-'. The Rating Outlook was revised to Stable from Positive. The upgrade is supported by an improved liquidity profile provided by the expected sale of the Rainbow Casino and new revolving credit facility, as well as continued operational and financial improvement driven by its improving and broadening product pipeline, solid market position, and sustained debt reduction. Primary credit concerns include capital allocation decisions, technology execution, litigation risk, and the company's limited tangible asset base. Despite the difficult operating conditions for casino operators, Bally's operating momentum and solid product pipeline has continued to drive ship share solidly above its installed base market share, which has significantly improved the company's market position over the last few years and dramatically improved its financial results. Since the recession deepened in September 2008, Bally's latest 12-month reported adjusted EBITDA has remained relatively flat at nearly $300 million, and is up six- fold from its trough level of around $50 million in FY06. However, the positive momentum has slowed as expected, and the operating environment is likely to remain challenging in upcoming quarters. Results in recent quarters have been impacted by the pressure on casino operator capital budgets, which was within Fitch's previously communicated expectations. Although Fitch expects the current pressure on casino operators to continue to impact the operating performance of suppliers in the near-term, there are some mitigating factors that support a more positive secular view. Upcoming unit sales will benefit from the supply increases in various existing and new markets. Although replacement demand remains weak, casino floors are becoming aged, which will result in an eventual and inevitable cyclical pickup in replacement demand since the peak of the last replacement cycle was in 2004. Capital Allocation: As Bally's financial position has improved significantly over the past couple of years, capital allocation decisions with respect to potential M&A and share repurchase are likely to impact the credit. The April 9, 2010 amendment to the bank credit agreement relaxed some of the restrictive covenants, providing the company more financial flexibility to pursue acquisitions and return cash to shareholders. There are no restrictions on share repurchase (or other restricted payments) if Bally's leverage is below 1.0 times. If leverage is between 1.0x and 1.5x, there is an annual limit of $75 million, and if leverage is greater than 1.5x, there is an annual limit of $50 million. The lifetime cap on restricted payments of $220 million was removed. As it relates to potential acquisitions, the amendment removed the $250 million cap on acquisitions and increased the ability to issue unsecured debt to $300 million from $150 million. In addition, the maximum permitted leverage ratio was increased to 3.0x from 2.0x. While the amendment gives the company greater flexibility to add leverage to the credit, it also improves pricing by 50 basis points on the drawn amount and by 25 bps on the undrawn amount (based on current leverage). Fitch believes Bally is likely to use free cash flow and proceeds from the Rainbow Casino sale to repurchase shares liberally in the absence of any attractive growth investments, such as potential acquisitions. Fitch's base case for the 'BBB-' IDR consists of normalized leverage of up to 1.0x, which allows a slight increase in leverage from share repurchase. A small, strategic acquisition that temporarily increases leverage up to 2.0x would be consistent with the current IDR. A larger scale acquisition (i.e. WMS or Aristocrat) is not executable within the current capital structure, so there would be a recapitalization in that event. In Fitch's view, a potential merger with WMS or Aristocrat would be viewed positively from a strategic and competitive standpoint, which could allow somewhat higher normalized leverage levels relative to the 'BBB-' IDR. The term loan balance as of March 31, 2009, was $183 million and LTM EBITDA was nearly $300 million, resulting in leverage and gross interest coverage of roughly 0.6x and nearly 21x, respectively. LTM FCF was $116 million and should remain solid, but the company's EBITDA flow through to FCF may be somewhat impacted as Bally extends additional financing to strained casino operators. Still, Fitch believes FCF should comfortably cover required term loan principal amortization of $32.5-$45 million annually through FY2012, while leaving ample residual FCF for share repurchase. In addition to the solid FCF profile, Bally's liquidity position is strong relative to its cash needs, with $68 million in available cash (net of cage cash) as of Dec. 31, 2009. The company's undrawn revolver capacity increases to $150 million from $75 million. The Rainbow Casino was sold to Isle of Capri for $80 million, or 5.5x LTM EBITDA, while net proceeds to Bally are expected to be roughly $60 million. As a result, pro forma liquidity for the revolver and asset sale is nearly $280 million, which is well more than the company's uses over the next couple of years. Technology Execution: The implementation and commercial rollout of the server-based gaming product cycle has been pushed back meaningfully over the past few years, which has enabled Bally to continue to invest in product and game development and protect its competitive position. Due to its larger size, greater financial resources, and broader product pipeline, Fitch remains concerned that International Game Technology could strengthen its competitive advantage in a replacement cycle driven by server-based gaming, although Bally also has competing server-based products and technology. Bally's product platform improvement over the past couple of years, its strength in its systems business, and recent success with products that offer some server-based functionality mitigates this risk somewhat. IGT has made a sizable R&D investment in server-based gaming over the last few years at the expense of its game content, which has enabled both Bally and WMS Gaming to materially increase their market position. Still, the economics, timing, and market impact of a broad server-based gaming rollout remain uncertain. Litigation Risk: The gaming supplier industry is highly litigious with respect to patent infringement, and market-leader IGT and Bally have had multiple lawsuits historically. Patent infringement lawsuits in the gaming supplier industry, as well as the broader technology industry, often result in some sort of settlement or licensing agreement and seldom go to trial. The litigious nature of the industry necessitates companies, particularly second-tier companies like Bally, to maintain low levels of debt leverage. Future Rating Considerations: The Stable Outlook reflects Fitch's view that the industry and Bally exhibit a number of sustainable investment characteristics, which support an investment grade IDR: -- oligopoly industry structure: four main players (although Konami has been making strides to make it five); -- high barriers to entry: licensing requirements, brand/game title recognition; -- recurring revenue sources: gaming operations, systems maintenance/service revenue, growing installed base of replacement units; -- strong free cash flow generation capability: low capex requirements. However, those attributes are offset by the secular uncertainty of technology and litigation risks. As a result, while Fitch upgraded Bally's IDR to investment grade, those risks necessitate maintaining low levels of leverage compared to other investment grade companies and industries. A further upgrade of Bally's IDR is unlikely, but credit improvement would be supported by the continued broadening and penetration of the company's product portfolio, as well as increased penetration geographically. Specifically, an improved market position in progressives and video products and increased international penetration would be positive factors. In addition, Bally's performance and market position relative to a server-based rollout will be closely monitored, and an adverse change in ship share could put negative pressure on the rating and/or Outlook. Credit Facility Affirmation: Bally's credit facility rating was affirmed at 'BBB-' and the new $75 million revolver was rated 'BBB-'. As an issuer's credit profile improves and the probability of default reduces, the impact of over-collateralization and recovery prospects on an issue-specific rating becomes less meaningful. As a result, the notching of issue-specific ratings relative to the IDR is compressed as the IDR increases. Therefore, Fitch affirmed the credit facility rating, compared to the one-notch upgrade of the IDR. The credit facility is secured by substantially all of Bally's domestic property and is guaranteed by each of its domestic subsidiaries except for its interest in the Rainbow Casino, which is being sold. While Fitch recognizes that much of the company's value outside of the Rainbow Casino is in the form of intangible assets, it continues to believe the credit facility is currently highly over collateralized, and the recovery prospects are strong given the rapid principal amortization of the term loan. BERNARD MADOFF: Picard Reports $1.5 Billion Found for Victims --------------------------------------------------------------- Bob Van Voris at Bloomberg News reports that Irving H. Picard, the trustee liquidating Bernard L. Madoff Investment Securities LLC, filed with the Bankruptcy Court an 83-page report saying he has recovered $1.5 billion for former customers and is pursuing $14.8 billion more from feeder funds, Bernard Madoff's family and friends and related parties. According to Bloomberg, Mr. Picard said he has made "significant headway into the investigation of Madoff's fraud." Mr. Picard previously said he had recovered $1.08 billion as of June 30. The trustee said in the report that, as of March 31, he has filed 14 avoidance actions seeking allegedly improper profits from Madoff's $65 billion fraud. Mr. Picard anticipates filing additional litigation based on ongoing investigation by his counsel and advisors. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) BLACK CROW: Dismissal Denied; Debtor Seeks More Exclusivity ----------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy Court rejected a request by secured lender General Electric Capital Corp. to dismiss the Chapter 11 case of Black Crow Media Group LLC. The Court also denied a request by GECC to modify the automatic stay so it could foreclose the business. Black Crow is now asking the Bankruptcy Court to extend its exclusive right to propose a Chapter 11 plan until Sept. 9. Black Crow has already obtained approval of $1.5 million in debtor-in-possession financing. GECC had opposed. 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. BLACK RAVEN: Deloitte & Touche Raises Going Concern Doubt --------------------------------------------------------- Black Raven Energy, Inc., filed on April 5, 2010, its annual report on Form 10-K for the year ended December 31, 2009 Deloitte & Touche LLP, in Denver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses from operations and stockholders' deficit. The Company reported net income of $20.7 million on $460,000 of revenue for 2009, compared with a net loss of $12.1 million on $2.4 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $13.4 million in assets and $19.6 million of debts, for a stockholders' deficit of $6.2 million. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5fe6 Denver, Colo.-based Black Raven Energy, Inc., formerly known as PRB Energy, Inc., is focused on the development of low-risk shallow gas reserves in the Niobrara formation of the eastern D-J Basin. The Niobrara formation in this part of the D-J Basin is an unconventional tight gas play characterized by a "chalk" formation. The Company has 178,000 net acres under lease in the play and operates 100% of its acreage position. The acreage is located in Sedgwick and Phillips Counties in Colorado and in Perkins, Chase and Dundy Counties in Nebraska. The Company was initially incorporated in Nevada under the name "PRB Transportation, Inc." in December 2003. On June 14, 2006, the Company changed its name to "PRB Energy, Inc." On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Colorado. On January 16, 2009, the Bankruptcy Court entered an order confirming PRB Energy's and PRB Oil and Gas, Inc.'s Modified Second Amended Joint Plan of Reorganization. The effective date of the Plan was February 2, 2009. Pursuant to the Plan, all 8,721,994 shares of PRB Energy's outstanding common stock were cancelled and PRB Energy changed its corporate name to Black Raven Energy, Inc. PRB Gathering's Chapter 11 case was dismissed by the Bankruptcy Court on February 17, 2010. BOND RANCH: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------- Debtor: The Bond Ranch at Del Rio Springs, LLC aka The Bond Ranch aka Del Rio Springs 11415 Slater Ave., NE #100 Kirkland, WA 98033 Case No.: 10-10174 Chapter 11 Petition Date: April 8, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Redfield T. Baum PCT, Sr. Debtor's Counsel: Kelly Singer, Esq. Squire Sanders & Dempsey 40 N. Central Ave., #2700 Phoenix, AZ 85004-4498 Tel: (602) 528-4000 Fax: (602) 253-8129 E-mail: ksinger@ssd.com Estimated Assets: $50,000,001 to $100 million Estimated Debts: $10,000,001 to $50 million Bond Ranch's List of 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Moyes Storey Professional $66,997 1850 North Central Avenue Services Suite 1100 Phoenix, AZ 85004 The Hayland Group, Inc. Professional $58,336 4136 N. 64th Street Services Scottsdale, AZ 85251 Osborn Maledon Professional $42,502 Phoenix Plaza, 21st Floor Services 2929 North Cen Phoenix, AZ 85012 Moyers Sellers & Sims Professional $37,876 Services Moyers Sellers & Sims Professional $37,876 Services Ballard Spahr Andrews & Professional $25,625 Ingersoll, LLP Services Bridge Realty Advisors, LLC Professional $15,375 Services Shepard-Wesnitzer, Inc Professional $10,042 Services Judy Jacobsen -- $6,473 Herb Dishlip Consulting Professional $5,704 Services Arizona Development Company, Professional $3,590 LLC Services State Farm Professional $2,919 Services Greey/Peckett Professional $2,660 Services Vandeberg Johnson & Professional $262 Gandara, LLP Services BORGWARNER INC: Moody's Affirms 'Ba1' Corporater Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed the debt ratings of BorgWarner, Inc., Corporate Family and Probability of Default Ratings at Ba1, and revised the rating outlook to positive. In a related action the rating of company's unsecured debt was affirmed at Ba1 and the Speculative Grade Liquidity Rating was raised to SGL-2 from SGL-3. The change in BorgWarner's rating outlook to positive incorporates improvement in the company's operating performance as the benefits of restructuring actions taken during 2009 are leveraged by increased automotive production volumes as the economy recovers. Moody's expects continued improvement in BorgWarner's operating performance in 2010 as North American automotive production volumes continue to rebound, European auto demand stabilizes and the company further expands its presence in the growing Asian market. North America currently represents about 29% of BorgWarner's consolidated revenues, while Europe represents 56%, and Asia represents about 15%. Throughout the recent industry trough, Moody's believes BorgWarner has maintained a high level of business investment that has preserved its competitive position as a leader in providing automotive products which enhance fuel economy, reduce emissions, and improve vehicle performance. This reinvestment supports the company's globally diversified book of net new business awards totaling approximately $1.8 billion and provides a basis for future growth of revenue and earnings. In affirming BorgWarner's Ba1 Corporate Family Rating Moody's recognizes that while the company's credit metrics have been improving on a quarterly basis since the second half of 2009, they remain at levels consistent with the Ba rating category. Going forward, the company's ability to further improve EBIT margins above the 6.5% demonstrated in the fourth quarter of 2009 will be critical to further rating improvement. With about 56% of the company revenues from Europe, where Moody's expects the recovery of automotive production volumes to lag other regions in 2010, sustained margin improvement could be a challenge. The positive outlook considers that despite the lagging effect of its European operations, BorgWarner's strong global business position should enable it to demonstrate improving trends over the coming year. BorgWarner's recent announcement of acquiring Dytech ENSA SL is expected to support the affirmed ratings and revised outlook. The company is likely to continue using acquisitions as part of its growth strategy of gaining complementary technology to support additional product and market opportunities. The Speculative Grade Liquidity Rating of SGL-2 indicates Moody's expectation of a good liquidity profile over the next twelve months. As of 12/31/09, BorgWarner maintained cash balances of $357 million. Positive free cash flow in 2010 should result from expected improvement in North American automotive production volumes and from BorgWarner's structural cost improvements. Cash from operations is expected to exceed anticipated higher levels of capital expenditures that will be necessary to support revenue growth as well as moderate amounts of near-term debt maturities. The company replaced its bank credit facility in March 2010 with a $550 million multi-currency revolving credit facility maturing in 2013. Financial covenants under the new revolver include a debt leverage test, an interest coverage test, and a minimum net worth test, all of which are expected to have ample cushion over the near-term. Alternate liquidity is available to the company under lien baskets for foreign subsidiaries. Future events that have potential to raise BorgWarner's ratings include a continued improvement in global automotive production and increased market penetration of the company's products, resulting in sustained margin improvement and credit metrics. A higher rating could arise if EBIT/Interest coverage is sustained above 4.0x, Debt/EBITDA moves below 2.0x. Future events that could lower BorgWarner's outlook or ratings include declines in global OEM production without successful implementation of offsetting restructuring actions; elevated working capital levels resulting in negative free cash flow; or deteriorating liquidity. Ratings affirmed: BorgWarner, Inc. * Corporate Family Rating, at Ba1; * Probability of Default Rating, at Ba1; * Senior unsecured notes, at Ba1 (LGD4, 63%); Rating raised: * Speculative Graded Liquidity Rating, to SGL-2 from SGL-3 The convertible notes are not rated by Moody's Investors Services. The last rating action on BorgWarner was on April 17, 2009, when the company's Corporate Family Rating was affirmed and the Speculative Grade Liquidity Rating was raised to SGL-3. BorgWarner's unsecured notes are structurally subordinated to the company's guaranteed unsecured revolving credit facility. However, the indenture governing the notes contains negative pledge provisions which could result in the unsecured notes sharing in the granting of any security in excess of lien basket limitations. Under Moody's Loss Given Default rating methodology, the unsecured notes are currently given rating benefit due to this consideration. BorgWarner, Inc., headquartered in Auburn Hills, MI, is a global tier-1 automotive supplier focused on engine and drivetrain products. In 2009, revenues were approximately $4.0 billion. The Company operates manufacturing facilities serving customers in the Americas, Europe, and Asia, and is an original equipment supplier to every major automotive OEM in the world. BRUNO'S SUPERMARKETS: Trustee Sues Execs. for Trashing Company -------------------------------------------------------------- Bankruptcy Law360 reports that the liquidating trustee for Bruno's Supermarkets LLC is suing the company's former brass for allegedly bleeding the supermarket chain for the benefit of its owner Lone Star Funds as it seeks to recover hundreds of millions of dollars for the company's unsecured creditors. Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC -- is a privately held company headquartered in Birmingham, Alabama. Bruno's is the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's has operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. The current owner is Lone Star Funds, a Dallas-based investor. Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). Burr & Forman LLP is the Debtor's lead counsel. Najjar Denaburg, P.C., is the Debtor's conflicts counsel. Greenberg Traurig, LLP, is the official committee of unsecured creditors' counsel. Alvarez & Marsal is the Debtor's restructuring advisor. When Bruno's filed for Chapter 11 protection from its creditors, it listed between $100 million and $500 million each in assets and debts. Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc., $45.8 million. C&S will operate 31 stores and liquidated the remainder. BSML INC: Forced Into Chapter 7 Bankruptcy by Creditors ------------------------------------------------------- In June 2009, Discus Dental, LLC, filed a lawsuit against Florida- based BSML, Inc., alleging that BSML was abusing the Discus BriteSmile trademarks, mainly in its BSML-owned and BSML-operated "BriteSmile Spas." Discus's lawsuit against BSML is pending in federal court in Los Angeles. On April 8, 2010, certain alleged creditors of BSML filed an involuntary bankruptcy petition against BSML under Chapter 7 of the U.S. bankruptcy laws. That bankruptcy case against BSML is pending in the U.S. Bankruptcy Court for the Southern District of Florida (Bankruptcy Petition No. 10-19119-PGH). Under a license agreement signed in 2006, BSML had the right from Discus to use the BriteSmile trademarks in the BSML-owned and BSML-operated "BriteSmile Spas," as well as BSML-owned and BSML- operated "Pure Med Spas," and "Pure Spas", and in certain internet and retail outlets. That license agreement, and BSML's conduct under it, is the subject of Discus's lawsuit against BSML pending in Los Angeles. Discus has never had any ownership interest in the BSML Spas, nor has Discus had any involvement in BSML's conduct in operating the BSML Spas or BSML's internet or retail outlets. Discus sells BriteSmile teeth whitening goods and services directly to professional dental offices. Unfortunately, BSML's alleged conduct in operating its BSML Spas using the BriteSmile (R) trademarks has resulted in hundreds of complaints to Discus by confused purchasers of BSML's BriteSmile- branded goods and services mistakenly believing that Discus was associated with BSML. These complaints allege, among other things, that unqualified BSML personnel performed teeth-whitening procedures, that BSML purchasers were charged for services they never received from BSML, that BSML failed to pay wages to its employees, and that BSML closed BSML Spa locations without notice to customers. Television news investigative reports have been broadcast in New York City, San Francisco, and elsewhere exposing BSML's alleged conduct. About Discus Dental LLC: Discus Dental offers a broad array of progressive, quality dental products and equipment that span aesthetics, teeth-whitening, oral hygiene, endodontics, impression materials, lasers and general operatory devices. By selling direct, Discus empowers dental professionals worldwide with premium products and affordable practice solutions. The company is widely recognized as the leading marketing and branding company in dentistry. Discus products are available in over 100 countries. Discus is headquartered in Culver City, California. C&S GROUP: Moody's Assigns Corporate Family Rating at 'Ba3' ----------------------------------------------------------- Moody's Investors Service has assigned first-time credit ratings to C&S Group Enterprises LLC, a financing subsidiary of C&S Wholesale Grocers, Inc., and its affiliated operating companies. Moody's assigned the company a Corporate Family Rating of Ba3, and a rating of B2 to its proposed $250 million senior secured guaranteed notes. The long term notes are being issued to bolster the collective long term capital position of C&S and repay borrowings under its revolving credit facility. The ratings reflect C&S' leading position in a highly fragmented industry, its thin margins and high fixed cost structure, moderate leverage, good liquidity, and the risks arising from customer concentration and financial stress within its customer segment. The ratings also reflect the upcoming diversity and improvement in C&S' income stream from its investment in third-party distribution services through its ES3 affiliate. The rating of the notes reflects the guarantees of C&S Wholesale Grocers Inc. and its affiliates, as well as the limitations of the support provided by the collateral of the notes. The rating outlook is stable. Moody's anticipate that credit metrics for C&S Issuer Group will not change materially in the near term, that the customer base will remain relatively stable, and that the remaining development of ES3 will be funded from operating cash flow. Moody's also expect that ES3 will show sharp growth within the next three years, improving capacity utilization and cash flow along with revenues. These ratings were assigned: * Corporate Family Rating of Ba3 * Probability of Default Rating of Ba3 * $250 million senior secured guaranteed notes due 2017 rated B2 (LGD 5, 86%) C&S' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, including the company's i) business risk and competitive position compared with its peers; ii) capital structure and financial risk; iii) projected performance over the near to intermediate term; and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of C&S' core industry; C&S' ratings are believed to be comparable to those of other issuers of similar credit risk. This is a first-time rating of C&S. C&S Wholesale Grocers, the largest of the five parent companies of the debt issuer, is the largest distributor of groceries to food retailers in the U.S. In addition to wholesale activities, C&S also provides logistics services to manufacturers, develops technology for use in grocery distribution, and operates about 100 grocery stores in the Northeast and Southeast U.S. Consolidated revenues are approximately $19 billion. CABLEVISION SYSTEMS: Moody's Assigns 'B1' Rating on $1 Bil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Cablevision Systems Corporation's proposed $1.0 billion issuance of senior unsecured notes. The offering will be split into two tranches maturing in 2018 and 2020. Net proceeds from the issuance will be used to fund Cablevision's concurrent tender offer for its senior unsecured notes due in 2012 and for general corporate purposes. In addition, Moody's upgraded Cablevision's speculative grade liquidity rating to SGL-1 from SGL-2 and revised the rating outlooks of Cablevision and its wholly-owned subsidiary, Rainbow National Services LLC, to positive from stable. The refinancing along with the recent amendment and extension of bank debt maturities at CSC Holdings, LLC, a wholly-owned subsidiary of Cablevision, lengthen and, in Moody's view, improve the company's debt maturity profile and continue a recent trend towards more prudent balance sheet management. The revised maturity profile, substantial cash balances and projected continuation of strong free cash flow drive the upgrade of Cablevision's speculative grade liquidity rating. "The shift to a positive outlook for the ratings of Cablevision and RNS reflect Moody's expectation of continued strong operating performance for the pay TV distribution and cable network programming businesses, sustained and growing free cash flow generation and a continuation of the recently demonstrated penchant for more conservative fiscal policies and balance sheet management," noted Russell Solomon, Moody's Senior Vice President. This is a summary of Moody's current ratings and the actions: Assignments: Issuer: Cablevision Systems Corporation -- $1.0 Billion of Senior Unsecured Bonds due 2018 and 2020, Assigned B1 (LGD6-91%) Upgrades: Issuer: Cablevision Systems Corporation -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Affirmations: Issuer: Cablevision Systems Corporation -- $1.0 Billion of Senior Unsecured Bonds due 2012, Affirmed B1 (LGD6-91%) -- $900 Million of Senior Unsecured Bonds due 2017, Affirmed B1 (LGD6-91%) Issuer: CSC Holdings, LLC -- $180 Million of Senior Secured Revolving Credit Facility due 2012, Affirmed Baa3 (LGD2-17%) -- $1.23 Billion of Senior Secured Revolving Credit Facility due 2015, Affirmed Baa3 (LGD2-17%) -- $127 Million of Senior Secured Term Loan A-1 due 2012, Affirmed Baa3 (LGD2-17%) -- $460 Million of Senior Secured Term Loan A-2 due 2015, Affirmed Baa3 (LGD2-17%) -- $505 Million of Senior Secured Term Loan B-1 due 2013, Affirmed Baa3 (LGD2-17%) -- $1.2 Billion of Senior Secured Term Loan B-2 due 2016, Affirmed Baa3 (LGD2-17%) -- $1.7 Billion of Senior Secured Term Loan B-3 due 2016, Affirmed Baa3 (LGD2-17%) -- $1 Billion of 7.625% Senior Unsecured Notes due 2011, Affirmed Ba3 (LGD4-65%) -- $500 Million of 6.75% Senior Unsecured Notes due 2012, Affirmed Ba3 (LGD4-65%) -- $844 Million of 8.5% Senior Unsecured Notes due 2014, Affirmed Ba3 (LGD4-65%) -- $500 Million of 8.5% Senior Unsecured Notes due 2015, Affirmed Ba3 (LGD4-65%) -- $300 Million of 7.875% Senior Unsecured Notes due 2018, Affirmed Ba3 (LGD4-65%) -- $500 Million of 7.625% Senior Unsecured Notes due 2018, Affirmed Ba3 (LGD4-65%) -- $526 Million of 8.625% Senior Unsecured Notes due 2019, Affirmed Ba3 (LGD4-65%) Issuer: Newsday LLC (debt guaranteed by CSC Holdings, LLC) -- $650 Million of Senior Secured Term Loans due 2013, Affirmed Ba3 (LGD4-65%) Issuer: Rainbow National Services LLC -- $580 Million of Senior Secured Revolving Credit Facilities due 2012, Affirmed Ba1 (LGD2-27%) -- $450 Million of Senior Secured Term Loan A due 2013, Affirmed Ba1 (LGD2-27%) -- $300 Million of 8.75% Senior Unsecured Notes due 2012, Affirmed Ba3 (LGD5-73%) -- $325 Million of 10.375% Senior Subordinated Notes due 2014, Affirmed B1 (LGD6-91%) Outlook Actions: Issuer: Cablevision Systems Corporation -- Outlook, Changed To Positive From Stable Issuer: CSC Holdings, LLC -- Outlook, Changed To Positive From Stable Issuer: Newsday LLC (debt guaranteed by CSC Holdings, LLC) -- Outlook, Changed To Positive From Stable Issuer: Rainbow National Services LLC -- Outlook, Changed To Positive From Stable Moody's last rating action for Cablevision was on March 30, 2010, when it assigned Baa3 ratings to Cablevision's new bank facilities. Headquartered in Bethpage, New York, Cablevision Systems Corporation is predominantly a domestic cable TV multiple system operator serving more than 3 million subscribers in and around the New York metropolitan area. Among other entertainment- and media- related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. Moody's last rating action for RNS was on May 20, 2009, when it upgraded the company's ratings to Ba2 from Ba3. RNS' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of RNS' core industry and RNS' ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Jericho, New York, Rainbow National Services LLC is a wholly-owned indirect subsidiary of Bethpage, New York-based Cablevision Systems Corporation through Rainbow Media Holdings. The company supplies television programming predominantly through three entertainment programming networks -- AMC, Moody's tv, and IFC -- to cable, direct broadcast satellite and telecommunications service providers throughout the United States. CABLEVISION SYSTEMS: S&P Puts 'B+' Rating on $1 Bil. Notes ---------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned Bethpage, N.Y.-based cable TV operator Cablevision Systems Corp.'s proposed $1 billion senior notes, due in two tranches (2018 and 2020), its issue-level rating of 'B+' (two notches lower than S&P's 'BB' corporate credit rating on the company). S&P also assigned these notes its recovery rating of '6', indicating its expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. The company will use the net proceeds from this offering to finance its tender offer for $1 billion outstanding of its 8% senior notes due 2012. Cablevision is currently seeking lender consent to, among other things, extend a portion of its term loan B-1 by three years to March 2016. In addition, the company is seeking a pro rata amendment and extension of its $650 million term loan A and its $1 billion revolver to 2015 from 2012. S&P has indicated that this transaction will not affect its existing ratings on the company's debt issues, including its recovery ratings. However, S&P will publish an updated recovery report on Cablevision and its subsidiaries (which will be available on RatingsDirect) upon the conclusion of this financing process. The corporate credit rating on Cablevision is 'BB' and the rating outlook is stable. The rating reflects the company's aggressive leverage and lack of clarity regarding longer-term financial factors that overshadow its solid investment-grade business risk profile, which stems largely from the attractive demographics of its tightly clustered, well-managed 3 million metropolitan New York cable TV customers. Ratings List Cablevision Systems Corp. Corporate Credit Rating BB/Stable/-- New Rating Cablevision Systems Corp. $1B sr nts due 2018 & 2020 B+ Recovery Rating 6 CENTRAL KANSAS: Has Access to Peoples Bank's Cash Until June 16 --------------------------------------------------------------- The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas extended Central Kansas Crude, LLC's access to the cash collateral of The Peoples Bank, N.A. until June 16, 2010. The Debtor would use the money to fund its Chapter 11 case, pay suppliers and other parties. Prepetition, the Debtor secured financing from The Peoples Bank to pay each of its operators 25% of the amount owed, and amortize the remaining amount over five years with quarterly payments being made. The loans were secured by collateral, including cash. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant The Peoples Bank a replacement lien on all of the Debtor's current and future assets; an allowed superpriority administrative expense claim; monthly, interest-only payments; payment of reasonable fees, costs and expenses of The Peoples Bank, and postpetition non-default interest. The Court ordered that the bank will be granted $17,447 adequate protection payments. The Debtor is represented by: Edward J. Nazar Nicholas R. Grillot 245 North Waco, suite 402 Wichita, KS 67202-1117 Tel: (316) 262-8361 Fax: (316) 263-0610 E-mail: ngrillot@redmondnazar.com About Central Kansas Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11 bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case No. 09-13798). Edward J. Nazar, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,515,357, and total debts of $25,418,311. CF INDUSTRIES: Fitch Assigns 'BB+' Rating on Senior Unsec. Notes ---------------------------------------------------------------- Fitch Ratings has assigned 'BB+' Issuer Default Ratings to CF Industries Holdings, Inc., and CF Industries, Inc., and rated the latter's new acquisition and working capital facilities: -- Senior secured revolver 'BBB-'; -- Senior secured term loan 'BBB-'; -- Senior unsecured notes 'BB+'. The Rating Outlook is Stable. CF Industries is in the process of raising up to $1.5 billion in syndicated loan facilities to help it finance the cash portion of its acquisition of Terra Industries Inc. and to finance ongoing working capital needs. The price for TRA's equity is $37.15 for each common share plus 0.0953 common shares of CF Holdings. With the acquisition, CF Industries will become the second largest producer of nitrogen fertilizers globally with an approximate 40% share of the North American market. A five-year $1.2 billion senior secured Term Loan B1 will be used by CF Industries to help pay for the approximately $3.7 billion in cash owed for TRA's shares. CF Industries is also raising working capital finance of up to $300 million in the form of a five-year senior secured revolving credit facility that may be upsized to $500 million. Both the revolver and the term loan will be secured by the personal and real assets of CF Industries and its domestic guaranteeing subsidiaries and a parental guarantee which is why these facilities are rated higher than the company's IDR. In addition, Morgan Stanley Senior Funding, Inc., and The Bank of Tokyo-Mitsubishi UFJ, Ltd., have privately committed to an unrated one-year secured bridge loan in the amount of $1.75 billion and an unrated secured Term Loan B2 in the amount of $800 million to round out the cash needed by CF Industries. Following the acquisition of TRA's shares, CF Industries intends to repay both of these facilities with the net proceeds of a $1.6 billion senior unsecured notes issue and a $1 billion secondary equity offering which should bring down total debt to around $2.8 billion. As indicated above, Fitch intends to rate the senior unsecured notes 'BB+' once issued. TRA's senior secured bank facility has been cancelled, and the ratings are hereby withdrawn as well as the IDR and the senior secured ratings for Terra Nitrogen, L.P. TRA still has outstanding a $600 million senior unsecured notes issue (issued through Terra Capital, Inc.) which CF Industries plans to call. The ratings of this issue and the IDR of Terra Capital, Inc. have been removed from Rating Watch Evolving and placed on Watch Positive in anticipation of their early redemption. At the heart of CF Industries' ratings is a leveraged situation (2.9 times [x] net debt/EBITDA) poised to improve with $1 billion in new equity and cash flow from a carryover demand for soil nutrients. The demand for fertilizer owes to nutrient depletion from last year's plantings without replenishment plus a growing worldwide need for additional grain and fertilizer to produce grain. In tandem with a weak U.S. dollar that supports higher nitrogen fertilizer prices and low natural gas prices that point to a lower cost structure, the stage has been set for improving EBITDA margins and better cash flow in 2010. Weather as always can postpone but not turn the economic environment that promises to deleverage CF Industries' balance sheet after the acquisition has been completed. Negative factors (increasing fertilizer exports from China, new capacity coming on stream, and a stronger domestic currency) are potential distant risks that may not seem that distant a year from now, and CF Industries' ratings reflect these risks and the historical volatility of the industry's performance. The ratings consider an upside operating leverage to the company's business that could reduce net debt/EBITDA to 1.0x or slightly higher in fairly quick order. Included in the deleveraging cash flows are synergies totaling some $135 million annually. These recurring savings accrue from headquarters' redundancies, streamlining distribution and procurement practices and facilities, and operating logistics. Throughout the integration of TRA, CF Industries intends to manage its checkbook to maximize debt repayment while maintaining strong liquidity, near $500 million. If CF Industries can achieve a strong de-leveraging quickly, the company could be a candidate for a Positive Outlook assuming the business remains favorable. CISTERA NETWORKS: Restates Results for Fiscal 2009 Q1 and Q2 ------------------------------------------------------------ Cistera Networks, Inc., filed on April 5, 2010, amendment No. 3 to its quarterly reports for the second fiscal quarter ended September 30, 2009, and the first fiscal quarter ended June 30, 2009. There was a mistake in the payroll accrual account that resulted in a positive $341,509 dating back to April 2009. The accrual error was caused and dated by duplicate entries to that accrual dating from and solely to April 2009 through June 30, 2009. This has reduced the net income for the quarter ended September 30, 2009, from $342,500 to $106,215. This also has the result of reducing the loss for the quarter ended June 30, 2009, from $428,975 to $192,691. The Company reported net income of $106,215 on $750,909 of revenue for the three months ended September 30, 2009 (restated), compared with a net loss of $598,203 on $1,288,503 of revenue for the same period of 2008. At September 30, 2009, the Company's consolidated balance sheets showed $2,111,714 in assets and $4,110,856 of debts, for a stockholders' deficit of $1,999,142. A full-text copy of the Company's fiscal second quarter report is available for free at http://researcharchives.com/t/s?5fe9 The Company reported a net loss of $192,691 on $457,967 of revenue for the three months ended June 30, 2009 (restated), compared with a net loss of $2,923,263 on $800,560 of revenue for the same period of 2008. At June 30, 2009, the Company's consolidated balance sheets showed $2,324,468 in assets and $4,431,016 of debts, for a stockholders' deficit of $2,106,548. A full-text copy of the Company's fiscal first quarter report is available for free at http://researcharchives.com/t/s?5fe8 Going Concern Doubt As reported in the Troubled Company Reporter on July 21, 2009, Farmer, Fuqua & Huff, P.C., in Plano, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's financial statements for the year ended March 31, 2009. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficit. About Cistera Networks Based in Plano, Texas, Cistera Networks Inc. (OTC BB: CNWT) -- http://www.cistera.com/-- is a provider of enterprise application communications platforms and services. CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Citadel Broadcasting Corp. sought and received an extension until July 19 of its exclusive right to propose a Chapter 11 plan. The confirmation hearing for approval of the plan is set for May 12. The secured lenders and the creditors' committee are in agreement with the plan following a settlement improving treatment of unsecured creditors. 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) CLAIRE'S STORES: Posts $10.4 Million Net Loss for FY 2009 --------------------------------------------------------- Claire's Stores, Inc., posted a net loss of $10,402,000 for the fiscal year ended January 30, 2010, from a net loss of $643,592,000 for the fiscal year ended January 31, 2009. Net sales were $1,342,389,000 for the fiscal year from $1,412,960,000 the prior year. Claire's Stores posted net income of $19,465,000 for the fiscal fourth quarter 2009 from a net loss of $569,537,000 for the fiscal fourth quarter 2008. Net sales were $410,691,000 for the quarter from $393,013,000 the prior quarterly period. At January 30, 2010, the Company had total assets of $2,834,105,000 against total current liabilities of $181,512,000, long-term debt of $2,313,378,000, revolving credit facility of $194,000,000, deferred tax liability of $122,145,000, deferred rent expense of $22,082,000 and unfavorable lease obligations and other long-term liabilities of $35,630,000; resulting in stockholders' deficit of $34,642,000. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?5fe4 In a press release, Chief Executive Officer Gene Kahn commented, "We began 2009 with a conservative outlook based on the global economy. As the year progressed, we began to see an improving sales trend and concluded the year with a fourth quarter same store sales increase of 2.1% globally, with a positive result in both divisions across all brands. "Strengthened, fashion-right merchandise assortments, improved in- store presentation, and an expanded and refreshed marketing effort, using compelling in-store imagery and new digital activity, combined to successfully impact the holiday selling season. We advanced our efforts to position ourselves as a gift authority with our Claire's 'Gift for You, Gift for Me' global campaign focusing on distinctive giftable merchandise, seasonal categories and key items geared for each target customer group. We launched two interactive digital campaigns in North America, Claire's Secret Santa Circle and Bling Your BFF, to initiate viral marketing exposure and to capitalize on the trend of social networking. "In 2010, we will continue to pursue same store sales growth and plan to grow new stores globally, on both an owned and franchised basis, while simultaneously maintaining our strong financial disciplines. Our goal remains to deliver distinctive merchandise assortments for each targeted customer group with the support of a strengthened Global Merchandise organization, building more meaningful customer relationships, and leveraging the improvements in digital and in-store marketing to bring us global distinction as a relevant teenage brand. "For the first quarter of 2010 consolidated same store sales are currently in the positive high single digits. However we expect the calendar shift associated with Easter to have a negative effect on this number by the end of the first quarter." At January 30, 2010, cash and cash equivalents were $198.7 million and $194.0 million continued to be drawn on the Company's Revolving Credit Facility. The Company drew the full available amount under the facility during the fiscal 2008 fourth quarter in order to preserve the availability of the commitment because a member of the facility syndicate, Lehman Brothers, filed for bankruptcy. The agent bank has not yet found a replacement for Lehman Brothers in the facility syndicate, or arranged for the assumption of Lehman Brothers' commitment by a creditworthy entity. The Company will continue to assess whether to pay down all or a portion of this outstanding balance based on various factors, including the creditworthiness of other syndicate members and general economic conditions. The Company generated cash from operating activities of $54.7 million in the 2009 fourth quarter. This was net of $44.8 million of interest payments. Capital expenditures during the three months ended January 30, 2010 were $7.3 million, of which $4.1 million related to new store openings and remodeling projects, compared with $14.1 million of capital expenditures during the three months ended January 31, 2009. During the fiscal 2009 fourth quarter, the Company paid $9.6 million to retire $3.0 million of Senior Toggle Notes and $9.9 million of Senior Subordinated Notes. About Claire's Stores Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a specialty retailer of value-priced fashion accessories and jewelry for girls and young women through its two store concepts: Claire's(R) and Icing(R). While the latter operates only in North America, Claire's operates worldwide. As of January 30, 2010, Claire's Stores operated 2,948 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 211 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 195 stores in the Middle East, Turkey, Russia, South Africa, Poland, Greece, Guatemala and Malta. COACHMEN INDUSTRIES: GAMCO Says Shares Undervalued, Wants Shake-up ------------------------------------------------------------------ Mario J. Gabelli's GAMCO Asset Management Inc. is proposing the appointment of Glenn J. Angiolillo, Avrum Gray and Robert S. Prather, Jr., to serve as directors on Coachmen Industries' Board of Directors. GAMCO determined that nominating the Nominees for election to the Company's board represented the most appropriate course of action to enhance stockholder value at this time. "We have proposed Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. for election this year to the Company's Board of Directors. GAMCO and its affiliates have followed Coachmen through our research for over three decades. We have a different point of view concerning the Company's allocation of cash flow," GAMCO said in a regulatory filing. GAMCO believes that the Company's shares are currently trading at a significant discount to the Company's intrinsic value, "by which we mean the price that we believe an informed buyer would pay to acquire 100% of the Company." In GAMCO's opinion, this is due, at least in part, to a lack of strategic focus and a misallocation of capital as demonstrated by the loan agreement it entered into in October 2009. For these reasons, GAMCO has assembled a slate of three highly qualified individuals who GAMCO believes have strong credentials and substantial experiences as operators, investors or board members. GAMCO believes the election of its Nominees to the Company's board will provide a change in corporate stewardship to reflect the interests of the owners/shareholders. If elected GAMCO believes that its Nominees would seek to work constructively with the other members of the Company's Board to provide guidance and oversight to management regarding the strategic focus of the Company. In addition, GAMCO believes the Nominees will provide a new perspective and help the Company address more directly and effectively the challenges it faces, and in so doing, will assist the Company in enhancing shareholder value. GAMCO beneficially owns, on behalf of its clients, 910,719 Shares, representing approximately 5.63% of the Company's outstanding Shares. Affiliates of GAMCO beneficially own an additional 787,000 Shares, representing 4.86% of the Company's outstanding Shares. A full-text copy of GAMCO's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5fdb A full-text copy of GAMCO's Schedule 13D filing is available at no charge at http://ResearchArchives.com/t/s?5fdc About Coachmen Industries Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29, 2010 report that the Company has suffered recurring losses from operations and continues to operate in an industry where economic recovery has been very slow. This raises substantial doubt about the Company's ability to continue as a going concern. COACHMEN INDUSTRIES: HIG All American Eases Financial Covenants --------------------------------------------------------------- Coachmen Industries, Inc. and all of its significant subsidiaries and H.I.G. All American, LLC entered into a First Amendment to the Loan Agreement on April 5, 2010. The Lender waived specified Events of Default that had occurred under the Loan Agreement dated October 27, 2009, prior to April 5, 2010. The Company issued a new warrant to purchase up to 9,557,939 shares of the Company's common stock as consideration to the Lender for entering into the First Amendment. Pursuant to the First Amendment: -- the price protection feature contained in the Tranche B Note issued pursuant to the Loan Agreement was eliminated; -- the principal amount of the Tranche B Note was increased by $850,000, reflecting the addition of PIK Interest that was otherwise payable on March 31, 2010; -- the financial covenants were eased generally; -- lower financial covenants were provided for the Company's access to the first $3 million of availability under the revolving credit facility provided in the Loan Agreement, but the Company will be required to issue additional warrants to the Lender if the Company utilizes the lower financial covenants to access the first $3 million of availability; and -- the Company may obtain a waiver of certain financial covenants by paying a waiver fee, in cases where the Company's earnings before interest, taxes, depreciation and amortization shortfall is less than $500,000, or by issuing additional warrants, if the EBITDA shortfall is greater than $500,000, but less than $1 million. The warrant originally issued pursuant to the Loan Agreement and the Tranche B Note were amended and restated to reflect the anti- dilution adjustments that occurred as a result of the issuance of the New Warrant. The Original Warrant, as amended, now can be exercised for 10,925,926 shares, and the Tranche B Note now can be converted into 17,728,758 shares (including the PIK Interest). The amended and restated Original Warrant, the New Warrant and the amended and restated Tranche B Note all contain anti-dilution protection in the event the Company issues in excess of 16,403,409 shares of its common stock. The outstanding principal of the amended and restated Tranche B Note (including PIK Interest) is convertible into shares of the Company's common stock at an initial conversion price of $0.612 per share. The Amendment contains customary representations and warranties and covenants, including a prohibition on dividends, of the Company, and provides for the acceleration of the obligations of the Company upon the occurrence of certain events of default. About Coachmen Industries Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29, 2010 report that the Company has suffered recurring losses from operations and continues to operate in an industry where economic recovery has been very slow. This raises substantial doubt about the Company's ability to continue as a going concern. COACHMEN INDUSTRIES: In Better Situation Than Last Year, CEO Says ----------------------------------------------------------------- Richard M. Lavers, president and chief executive officer of Coachmen Industries, Inc., told shareholders in a letter the Company is in a better situation than it was a year ago. "No, we are certainly not out of the woods yet. Circumstances remain grim. It will require grit and yet more effort to get through this recession. However, by almost any measure, the Company is in a better situation than it was a year ago," Mr. Lavers said. According to Mr. Lavers, the bad news for the housing markets just kept on coming -- and just kept getting worse -- as the housing sector took several more steps backwards in January and February. Mr. Lavers also noted that Federal Reserve Chairman Ben Bernanke stated the obvious: he saw no evidence of a sustained recovery in the housing market, noting that foreclosures keep rising, and that in the jobs market, hiring is "very weak." Internal to the Company, according to Mr. Lavers, much has changed for the better: -- The cash drain from the payment of liabilities related to the former recreational vehicle business that negatively impacted the operations and cash flows of the Company over the last year has pretty much run its course. -- Assuming continued availability, the HIG long term debt arrangement provides the Company with meaningful financing capacity which it did not have through most of 2009. -- The Company's major projects bonding collateral requirements have been reduced from 100% of the bonds to 25% of the performance bonds (in most cases). -- As of December 31, 2009, the Company had $6.4 million in unrestricted cash on the balance sheet, and an additional $10 million remaining on the HIG line of credit at a borrowing rate of Libor plus 5% (subject to availability terms under the amended agreement), plus various capital assets that are being marketed for sale. Fixed obligations remain very low. -- At December 31, 2009, the Company had $14.8 million in restricted cash balances being held by others. Its former bonding company is also holding another $2.5 million in collateral to support a number of bonds outstanding with various states in which we are or have been self insured for purpose of workers compensation insurance, some in states in which we no longer have operations/payroll. $5.1 million remained in the Forest River escrow account to cover warranty claims and other liabilities of the former RV Group. Any funds in this account greater than $3.0 million as of June 26, 2010 will revert to the Company on that date. In addition, any funds remaining in the account at December 26, 2010 will also revert to the Company. -- The Company has several properties which are currently being actively marketed for sale that represents at least $4.7 million in potential cash. -- The Company is in the final stages of settling the R&D tax claim with the IRS. A verbal settlement was agreed to on February 24, 2010. The settlement is expected to result in an inflow to the Company of $1 million in cash from the Federal Government with the potential for additional funds from the State of Indiana. Due to tax law changes, the Company recently filed an AMT NOL Carryback claim. The Company expects to receive over $450,000 in AMT refunds in the second quarter of 2010. -- At the end of 2008, going into 2009, the Company faced a number of significant risks (such as RV repurchase and warranty obligations, as well as other corporate obligations) which have either been eliminated or are no longer of the same significance as they were a year ago. -- Overall, in 2009, working capital increased $26.8 million to $31.5 million from $4.7 million at December 31, 2008. While current assets increased approximately $1 million from 2008 to 2009, current liabilities decreased $25.8 million due to a decrease in accounts payable, accrued expense, floorplan notes payable and other liabilities. -- Unlike 2009, the Company has several major projects to help it through the first quarter, including another barracks at Ft. Bliss, a dormitory project and an apartment project. -- Unlike 2009, the ARBOC Mobility bus venture is contributing to the bottom line from January 1. -- The Company's cost cutting continues, as it expects general and administrative expenses to be less than $10 million in 2010 versus $11.2 million in 2009, primarily due to reductions in headcount and professional services (audit services being one example). During 2009, the Company reduced G&A expense from $3.6 million in the first quarter to $2.2 million for the fourth quarter. About Coachmen Industries Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29, 2010 report that the Company has suffered recurring losses from operations and continues to operate in an industry where economic recovery has been very slow. This raises substantial doubt about the Company's ability to continue as a going concern. COLONIAL BANCGROUP: Not Entitled to Colonial Tax Refund, Says FDIC ------------------------------------------------------------------ The Colonial BancGroup, Inc., on April 7, 2010, filed with the Bankruptcy Court a Notice of Filing of First Amendment to Schedule B - Personal Property. In the Amendment, the Company notes, among other things, that it may be entitled to additional federal income tax refunds as a result of losses for tax purposes during tax years 2008 and 2009, in a substantial amount that is as yet undetermined. The Company has been advised by the Federal Deposit Insurance Corp. that it takes the position that, notwithstanding the Company's Intercorporate Tax Allocation Policy which provides for the allocation of tax refunds among the Company and its affiliates, all tax refunds attributable to losses incurred by Colonial Bank constitute property of the receivership estate of Colonial Bank that is administered by the FDIC-, and that the Company's entitlement, if any, to tax refunds attributable to consolidated operating losses of the Company and its non-Colonial Bank affiliated control group members is limited to losses suffered by the Company and its non-Colonial Bank affiliated control group members. The Company's interests in tax refunds is the subject of an adversary proceeding, The Colonial BancGroup, Inc. v. F.D.I.C., Adv. Proc. No. 10-03018, pending in the Bankruptcy Court. The Company has not yet filed for or otherwise requested additional refunds of state or federal income taxes but it is currently in the process of gathering documents and information and conducting analysis by and through its accounting professionals necessary to submit the requests. At this time, the Company does not know when it will be able to submit the requests due to its limited access to certain financial and other records, many of which are under the control and direction of the FDIC. Absent a request for tax refunds and a resolution or settlement of any dispute regarding entitlement to tax refunds, it is not possible to state with certainty the range of possible recovery, if any, by the Company on any tax refund claims asserted by the Company against any federal or state taxing authorities or the amount of any such refund that may be available in the bankruptcy case for the benefit of creditors of the Company. A copy of the Amendment, which also includes additional information related to, among other things, the Company and its affairs, information regarding the Company's personal property assets, state tax and insurance refunds, as well as a copy of the Company's Intercorporate Tax Allocation Policy, is available at no charge at http://researcharchives.com/t/s?5fda About The Colonial BancGroup 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. The 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. COMMUNITY VALLEY: 2009 Report Delayed; $20MM Pre-Tax Loss Expected ------------------------------------------------------------------ Community Valley Bancorp discloses that it was unable to file its annual report on Form 10-K for the year ended December 31, 2009, because of the delay in completing the financial statements and management's discussion and analysis. Based on its best reasonable estimate, the Company will report a net loss before provision for income taxes of $20.4 million on net revenue (net interest income plus other income) of $33.9 million for the year ended December 31, 2009, compared to net income before provision for income taxes of $3.9 million on net revenue of $35.9 million for the same period in 2008. For the year ended December 31, 2009, operating results were significantly affected by provision for loan losses of $22.1 million. Provision for loan losses were $3.7 million in 2008. Balance Sheet Total assets contracted 9.4%, or $55.8 million from $595 million at December 31, 2008, to $39 million at December 31, 2009. During 2009, the Company decreased its outstanding loan portfolio by $61.7 million. Total deposits at December 31, 2009, were $498.2 million, down $28.3 million from their $526.5 million level at December 31, 2008. Allowance for loan losses was $12.0 million at December 31, 2009, and $7.8 million at December 31, 2008. Going Concern Events subsequent to year end include (i) the Company's continued efforts to raise capital to meet the 10% leverage capital requirement included in the informal memorandums of understanding entered into by the Company with the Federal Reserve Bank of San Francisco and by the Company's bank subsidiary with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions and (ii) the completion of a joint regulatory examination performed by the Federal Deposit Insurance Corporation and the California Department of Financial Institutions in the first quarter of 2010. The Company's subsidiary bank expects as a result of the joint examination to enter into a joint formal agreement with its banking regulators relating to raising capital and reducing non- performing assets. Because the regulatory capital levels of the Company and the Bank were considered under-capitalized at December 31, 2009, under regulatory guidelines, the Company has determined that significant additional capital will be required for it to continue operations through 2010 and beyond. The Company has engaged a financial advisor to explore alternatives to assist the Company in resolving its capital deficiency issues. If successfully implemented, the Company's capital plan will address its near-term capital resources and liquidity needs. The Company discloses however, that there can be no guarantee that any restructuring or recapitalization plan will be successfully implemented. The uncertainty regarding the Company's ability to obtain additional capital raises substantial doubt about the Company's ability to continue as a going concern. About Community Valley Bancorp Chico, Calif.-based Community Valley Bancorp (OTC BB: CVLL.OB) -- http://www.communityvalleybancorp.com/-- is the parent company of Butte Community Bank and Butte Community Insurance Agency, LLC, a full-service agency. Butte Community Bank is California state- chartered with 14 branches in eleven cities including Anderson, Chico, Colusa, Corning, Magalia, Oroville, Paradise, Red Bluff, Redding, Yuba City and Marysville. It also operates a loan production office in Citrus Heights. CUMULUS MEDIA: Board Approves Cash Bonus Payments for Executives ---------------------------------------------------------------- Joseph P. Hannan, Senior Vice President, Treasurer and Chief Financial Officer of Cumulus Media Inc., said in a regulatory filing that on March 26, 2010, the Compensation Committee of the Board of Directors of the Company -- after review and consideration of the Company's overall and relative financial performance for fiscal year 2009 and an assessment of the individual and relative performance of the executive officers of the Company during 2009, in consultation with Lewis W. Dickey, Jr., Chairman, President and Chief Executive Officer -- approved discretionary cash bonus payments for these named executive officers: -- Jon G. Pinch, Executive Vice President and Co-Chief Operating Officer, $120,000; -- John W. Dickey, Executive Vice President and Co-Chief Operating Officer, $145,000; and -- J.P. Hannan, Senior Vice President, Treasurer and Chief Financial Officer, $17,500. The Compensation Committee, taking into account similar criteria, approved a $469,000 discretionary cash bonus payment for Mr. L. Dickey. In addition, the Compensation Committee approved awards of 320,000 shares of restricted common stock, pursuant to the Company's 2008 Equity Incentive Plan, to Mr. L. Dickey. The awards were made in accordance with Mr. L. Dickey's employment agreement, and were comprised of 160,000 time-vested shares (vesting at a rate of 80,000 shares on the second anniversary of the date of grant, and 40,000 shares on each of the third and fourth anniversary of the date of grant) and 160,000 performance-based shares, all of which would vest in accordance with the terms and conditions of the employment agreement and the Company's 2008 Equity Incentive Plan, on March 31, 2013. The Compensation Committee also approved awards of restricted common stock, pursuant to the Company's 2008 Equity Incentive Plan, for each of the named executive officers in these aggregate amounts: -- Jon G. Pinch, Executive Vice President and Co-Chief Operating Officer, 40,000 time-vested shares; -- John W. Dickey, Executive Vice President and Co-Chief Operating Officer, 70,000 time-vested shares; and -- J.P. Hannan, Senior Vice President, Treasurer and Chief Financial Officer, 10,000 time-vested shares. Each of these awards vests at a rate of 50% of the award on the second anniversary of the date of grant, and 25% of the award on each of the third and fourth anniversary of the date of grant. The Compensation Committee also reviewed the three-year performance criteria established in March 2007 for the 160,000 performance-based shares of restricted stock awarded to Mr. L. Dickey on March 1, 2007. The vesting conditions for those restricted shares required that the Company achieve specified financial performance targets for the three-year period ending December 31, 2009. The specified threshold was not achieved for that cycle. Nevertheless, the Compensation Committee determined that in light of the unprecedented adverse developments in the economy in general, and the radio industry in particular, it would be appropriate to modify the performance requirements and extend the vesting period so that Mr. L. Dickey would retain the ability to achieve vesting on those shares of restricted stock if the revised performance criteria was achieved. Accordingly, and effective as of March 1, 2010, the terms of Mr. L. Dickey's 2007 performance-based restricted stock award of 160,000 shares were amended to provide that those shares would vest in full on March 31, 2013 if the Company achieves specified financial performance targets for the three year period ending December 31, 2012. Finally, the Compensation Committee approved the 2011 annual short-term incentive opportunity for Mr. L. Dickey, for performance in 2010 in accordance with his employment agreement. After review of management's 2010 operating budget, the Compensation Committee established certain criteria that would allow Mr. L. Dickey to earn a cash bonus of between $470,000 and $940,000 if certain financial performance target levels are achieved for 2010. About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. As of December 31, 2009, Cumulus Media had $334,064,000 in total assets against $706,576,000 in total liabilities, resulting in $372,512,000 in stockholders' deficit. The December 31, 2009 balance sheet also showed strained liquidity: Cumulus Media had $64,714,000 in total current assets against $68,195,000 in total current liabilities. * * * According to the Troubled Company Reporter on December 8, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'. The rating outlook is stable. CUMULUS MEDIA: 2010 Annual Stockholders' Meeting on May 5 --------------------------------------------------------- The 2010 Annual Meeting of Stockholders of Cumulus Media Inc., will be held at 3280 Peachtree Road, N.W., Atlanta, Georgia, in the Boardroom located on the 23rd floor, on May 5, 2010 at 9:00 a.m., local time, for these purposes: (1) to reelect Ralph B. Everett and Eric P. Robison as directors for a one-year term; (2) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2010; and (3) to transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof. Holders of record of shares of the Company's Class A Common Stock or Class C Common Stock at the close of business on March 12, 2010, are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?5fe3 About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. As of December 31, 2009, Cumulus Media had $334,064,000 in total assets against $706,576,000 in total liabilities, resulting in $372,512,000 in stockholders' deficit. The December 31, 2009 balance sheet also showed strained liquidity: Cumulus Media had $64,714,000 in total current assets against $68,195,000 in total current liabilities. * * * According to the Troubled Company Reporter on December 8, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'. The rating outlook is stable. DBSD NORTH AMERICA: Sprint takes Plan Fight to 2nd Circuit ---------------------------------------------------------- Sprint Nextel Corp. has continued to rally against DBSD North America Inc.'s recently confirmed reorganization plan, filing an appeal of a judge's decision to greenlight the plan over objections by Sprint and Dish Network Corp, according to Bankruptcy Law360. In October 2009, Bankruptcy Judge Robert Gerber confirmed the Debtors' chapter 11 plan, but the plan can't take effect until the Debtors obtain adequate exit financing. DISH Network Corp. and Sprint Nextel Corp. then took appeals from Judge Gerber's confirmation order to the U.S. District Court for the Southern District of New York. The Chapter 11 Plan The Plan seeks, principally through substantial deleveraging and realignment of operations, to focus on the Debtors' core operations, to capitalize on opportunities in the future. The Debtors will reduce their funded debt and other financial obligations by converting all of their Second Lien Debt and general unsecured claims into equity of the reorganized Debtors. The Plan provides for the Debtors to continue to operate as a pre- revenue enterprise, implementing cost-saving initiatives until the Debtors obtain strategic partnerships with entities that are able to complement the Debtors' satellite offerings or obtain additional capital to continue funding the enterprise. Under the Plan, the Debtors will be deleveraged by over $600 million. The Plan currently contemplates that the Debtors will have $81 million in total debt at the Effective Date, and the total indebtedness can be projected to be in the range of $260 million by 2013. A copy of Judge Gerber's decision containing his Findings of Fact and Conclusions of Law is available for free at: http://bankrupt.com/misc/DBSD_Plan_Decision.pdf About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the proposed financial advisors to the Debtors. The Garden City Group Inc. is the court-appointed claims agent for the Debtors. When the Debtors sought for protection from their creditors, they listed between $500 million and $1 billion each in assets and debts. DEEP DOWN: Delays Filing of Annual Report on Form 10-K ------------------------------------------------------ Deep Down, Inc., is unable to file its annual report for December 31, 2009, within the prescribed time period. The Company says it is in the process of completing its annual impairment test of goodwill and other impairment tests associated with its amortized intangibles, which is expected to result in an adjustment to the carrying value of its goodwill or intangibles. Further, the Company discloses that it has been working with its lenders in order to obtain the necessary waivers regarding the Company's covenant violations as of December 31, 2009, and to restructure the existing loan. The waiver has not been obtained as of March 31, 2010. As a result of the covenant violations, amounts outstanding under the credit facility are currently callable by the lenders and would be classified as current on the Company's balance sheet as of December 31, 2009. If the waiver is not obtained by the extension period, the Company says that there can be no assurance that its credit facility will not be called or that it can extend or obtain alternative financing to repay the outstanding amounts which would likely result in substantial doubt about the Company's ability to continue as going concern. The Company says it continues to remain current on its principal, interest and fee obligations with Whitney and TD Bank. Deep Down, Inc. reported a net loss of $2.1 million on $8.4 million of revenue for the three months ended September 30, 2009, compared with net income of $1.6 million on $11.7 million of revenue for the same period of 2008. At September 30, 2009, the Company's consolidated balance sheets showed $67.0 million in assets, $17.1 million of debts, and $49.9 million of stockholders' equity. About Deep Down Based in Houston, Deep Down, Inc. (OTC BB: DPDW) -- http://www.deepdowncorp.com/-- is an oilfield services company serving the worldwide offshore exploration and production industry. Deep Down's proven services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, distributed and drill riser buoyancy, ROVs and tooling, marine vessel automation, control, and ballast systems. DELPHI CORP: $264-Mil. in Professionals' Fees Now Approved ---------------------------------------------------------- In separate orders, Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York granted the final fee applications of 23 professionals in the Chapter 11 cases of DPH Holdings Corp., formerly known as Delphi Corp., and its debtor affiliates for the fee period from October 8, 2005 to January 25, 2008. The Allowed Fees for the Final Fee Period total $264,246,848 and the Allowed Expenses for the same Fee Period total $19,189,224. The awarded professionals are Skadden, Arps, Slate, Meagher & Flom LLP; Ivins, Phillips, & Barker Chartered; Jaeckle Fleischmann & Mugel, LLP; Jefferies & Company, Inc.; Jones Lang LaSalle Americas, Inc.; KPMG LLP; Latham & Watkins LLP; Legal Cost Control, Inc.; Mayer Brown LLP; Mesirow Financial Consulting, LLC; O'Melveny & Myers; Price Heneveld, Cooper, DeWitt & Litton, LLP; PricewaterhouseCoopers LLP; Quinn Emanuel Urquhart Oliver & Hedges LLP; Rader, Fishman & Grauer PLLC; Rothschild Inc.; Shearman & Sterling LLP; Steven Hall & Partners, LLC; Thompson Hine LLP; Togut, Segal & Segal LLP; W.Y. Campbell & Company; Warner Stevens, L.L.P. and Wilmer Cutler Pickering Hale & Dorr LLP. Judge Drain also acknowledged that the objections of Diana G. Adams, the U.S. Trustee for Region 2, to certain final fee applications have been resolved. The Court noted that the Professionals made voluntary reductions, aggregating $13,183,449, which include: (i) voluntary reductions as stated in each Professional's fee application; (ii) each Professional's voluntary compliance with the Fee Procedures Protocol established by the Joint Fee Review Committee of the Debtors; and (iii) each Professional's additional voluntary reduction as agreed to with the Joint Fee Review Committee or the U.S. Trustee, as applicable. Judge Drain also directed the Reorganized Debtors to release from the professional fee escrow established under the Modified First Amended Joint Plan of Reorganization, all remaining unpaid amounts owed to the Professionals, net of any voluntary fee and expense reductions agreed to by the Professionals. Any remaining amounts in the professional fee escrows will be returned to the Reorganized Debtors, the Court held. A chart of the Approved Professional Fees and Expenses and the corresponding reductions is available for free at: http://bankrupt.com/misc/Delphi_ApprovdFinalFeeApps.pdf About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Retirees Want to Further Amend Michigan Suit --------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York previously ordered Dennis Black, Charles Cunningham, Kenneth Hollis and the Delphi Salaried Retirees Association to dismiss General Motors LLC or New GM from an action against the Pension Benefit Guaranty Corporation before the U.S. District Court for the Eastern District of Michigan. Subsequently, the Michigan District Court ordered dismissal of New GM from the Michigan Action. Against this backdrop, the Salaried Retirees intend to seek leave from the Michigan District Court to file a second amended complaint to reflect the dismissal of New GM and to seek certain alternative relief in the Michigan Action from these defendants: U.S. Department of the Treasury, Presidential Task Force on the Auto Industry, Timothy F. Geithner, Steven Rattner and Ron Bloom of the Auto Task Force. A full-text copy of the proposed 2nd Amended Complaint is available for free: http://bankrupt.com/misc/Delphi_Prop2ndAmComplaint.pdf Under the 2nd Amended Complaint, the Salaried Retirees will not be seeking any relief from the Michigan District Court against New GM, Howard S. Sher, Esq., at Jacob & Weingarten, P.C., in Troy, Michigan, relates. The Salaried Retirees believe that the filing of the 2nd Amended Complaint and the pursuit of the relief requested do not violate any provision of the Debtors' Modified First Amended Joint Plan of Reorganization, the July 30, 2009 Confirmation Order or any other order of the U.S. Bankruptcy Court for the Southern District of New York. Prior to filing the 2nd Amended Complaint with the Michigan District Court, and in light of the Bankruptcy Court's Enforcement Order and a Bankruptcy Court-approved stipulation between the Debtors and the Salaried Retirees allowing the Salaried Retirees to file their complaint against the PBGC, the Salaried Retirees ask Judge Drain to confirm that their filing of the 2nd Amended Complaint and the pursuit of the relief under that amended complaint will not violate the Modified Plan, the July 30 Confirmation Order or any other order of the Bankruptcy Court. Congressional Groups Pressure Gov't and GM to Provide Info In an article by John Norris of the DSRA Board & Legal Committee posted in the DSRA's Web site, two Congressional groups have increased pressure on the U.S. government and New GM to produce information that has been previously sought. In a letter dated March 30, 2010, U.S. Representatives John Kline and Tom Price of the Committee on Education and Labor urged George Miller, chairman of the Committee on Education and Labor, to subpoena all relevant documents related to the disparate treatment of Delphi Corp's retirees by the Government. The March 30 Letter noted that the Committee on Education and Labor cannot perform its oversight duties unless Mr. Miller uses his subpoena power to compel the Government to immediately provide the Committee on Education and Labor a copy of all documents relating to the Government's involvement in the restructuring of General Motors Company and Delphi's pension plans. A full-text copy of the March 30 Letter is available for free at: http://bankrupt.com/misc/Delphi_KlineMar30Letter.pdf In a public statement dated March 31, 2010, U.S. Representative Dan Burton and other Republican members of the House Committee on Oversight and Government Reform said they sent a letter to New GM Ed Whitacre, Jr., chairman of New GM, to release all records and communications between New GM and the Government regarding New GM's decision to discriminate against non-union workers while spending billions on union pensions. Mr. Burton alleged that New GM "with the tacit or explicit approval of the Obama Administration" deliberately denied more than 21,000 salaried Delphi retirees the pension benefits they were promised. Against this backdrop, Mr. Burton demanded a full and transparent explanation as to why the Delphi salaried retirees' sacrifice was necessary while the pension benefits of Delphi's 46,000 union workers were protected. A full-text copy of the March 31 public statement is available for free at: http://bankrupt.com/misc/Delphi_BurtonMar31PR.pdf Given these developments, the DSRA Interim Chairman Dennis Black commented that, "I'm delighted that the patience of many members of Congress is wearing thin regarding the stonewalling by GM and our government . . . . It is our belief that the U.S. government is constitutionally required to treat all citizens with equal protection." About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: UAW Sues GM Over $450MM Debt Under Delphi VEBA ----------------------------------------------------------- United Auto Workers filed a lawsuit against General Motors LLC or New GM, alleging that the company owed the union $450 million under a three-year contract with Delphi Corp., Jewel Gopwani of the Detroit Free Press reports. Ms. Gopwani, citing the lawsuit filed in a federal district court in Detroit, Michigan, relates that UAW asserted that GM was obligated through a labor contract and the bankruptcies of GM and Delphi to pay $450 million for the union's Voluntary Employee Beneficiary Association that provides health care for Delphi workers. The UAW also noted in its complaint that GM rejected the union's request for payment into the Delphi VEBA. The UAW alleged that since that incident, GM has failed and refused to make the contractually-required payment, Ms. Gopwani adds, citing the lawsuit. When Delphi filed for bankruptcy in 2005 and as part of its restructuring, the company sought concessions from its UAW- represented workforce, including a $10 an hour wage cut for some veteran production workers, plant closures and other concessions, the report notes. The UAW argued under the lawsuit that GM was a party to the Delphi VEBA in 2007. The UAW insisted GM assumed all of its contracts with the union, including the agreement with Delphi and the union, the report states. GM previously acquired four of Delphi's plants and steering business in 2009. Grand Rapids Workers Turned Down GM's Concessions In related news, UAW-represented employees at Delphi's former plant in Grand Rapids, Michigan, voted no to contract changes and concessions proposed by GM, Joseph Szczesny of The Oakland Press reports. Workers from the Grand Rapids plant also said they were angry that GM had refused to pay a wage increase negotiated last year, the report notes. The proposed contract aims to maintain wages at the current levels and reduce skilled trades wages by about $3 an hour, The Oakland Press discloses, citing a union memo on the proposed contract. According to the union memo, health care benefits would remain intact but the severances negotiated in the 2007 UAW/Delphi MOU for members hired after October 8, 2005 would be reduced under the proposed contract, the newspaper notes. In addition, the right to strike, which the workers have retained through the Delphi bankruptcy, would be curtailed under GM's proposed contract changes, the news source adds. The proposed contract call for each of the former Delphi sites acquired by GM to have separate contracts, which would make them easier to sell to a third party, Mr. Szczesny relates. GM spokesperson Chris Lee was quoted by The Oakland Press as saying, "We're disappointed but we will return to the negotiations and continue the discussions with the union and try to resolve." About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DILLARD'S INC: Fitch Upgrades Issuer Default Rating to 'BB-' ------------------------------------------------------------ Fitch Ratings has upgraded its long-term Issuer Default Rating on Dillard's, Inc., to 'BB-' from 'B', and has also taken these rating actions: -- $1.2 billion secured credit facility upgraded to 'BB+' from 'BB/RR1'; -- Senior unsecured notes affirmed at 'BB-'; -- Capital securities upgraded to 'B' from 'B-/RR1'. The Recovery Ratings which are assigned to individual securities and obligations of corporate issuers with IDRs in the 'B' rating category and below have been simultaneously removed. The Rating Outlook is Stable. The upgrades reflect Dillard's significant improvement in EBITDA, credit metrics and liquidity position in 2009. While Dillard's credit metrics are strong for the rating category, with adjusted debt/EBITDAR ratio of 2.7 times and fixed charge coverage of 3.6x at the end of 2009, the ratings incorporate underperformance in top line with negative comparable store sales trends since 2001 resulting in below industry average operating profitability. Comparable store sales have turned positive recently; however, Fitch remains cautious about Dillard's ability to drive sustainable top-line growth and garner market share longer term. While comparable store sales declined 10% in 2009, EBITDA improved to $423 million from $168 million in 2008. This reflects the significant reduction in inventory and improved receipt cadence leading to higher gross margins. As a result, retail gross margin dollars were essentially flat to 2008 levels on sales that were lower by over $850 million. In addition, the company reduced selling, general and administrative expenses by over $300 million in 2009 and over $450 million on a 2007 base of $2.4 billion. Higher EBITDA combined with debt paydown of approximately $240 million in 2009 resulted in improved credit metrics. Adjusted debt/EBITDAR for 2009 was 2.7x versus 6.7x for 2008 and not materially different from the 2.3x in 2007. EBITDAR/interest plus rents improved to 3.6x from 1.5x in 2008. Leverage metrics are expected to remain within the 2.5x-3.0x range over the next three years. This contemplates flat to modest top-line growth over this period, although 2010 could come in better given easy comparisons to 2009. Also considered is the paydown of $125 million in debt maturities in 2011 and 2012. Dillard's has generated negative comparable store sales growth for most of the past nine years. The company has lost over 20% of its 2005/06 retail revenue base of $7.5 billion and its challenge will be to generate longer-term sales and earnings growth in the face of continued market share gains by its largest retail peers within the department store sector. Dillard's has attempted to move more upscale to differentiate itself from the moderate, traditional department stores by procuring products found in specialty boutiques and up-market retailers such as Nordstrom. However, this has historically not been supported by a well-tailored merchandise offering and dedicated service levels typically associated with more upscale retailers. Weak sales trends could also reflect Dillard's less-promotional pricing policies in the face of an increasingly promotional department store industry. The company avoids offering coupons and store-wide sales events relative to its highly promotional traditional and moderate department store peers. However, its more recent focus on reinvigorating its brands and cutting excess inventory could potentially yield positive top-line results. Dillard's has also taken a more aggressive stance toward closing underperforming stores given a deceleration in sales productivity, closing 27 units or 8% of its store base over the last two years. Its new store opening program has almost come to a halt, with no openings in 2009 and two store openings in 2010, following a period of eight to 10 annual store openings between 2004 and 2008. This should enable the company to focus on improving sales productivity at existing stores going forward. Weakness in top line has resulted in operating margins that significantly lag its peers. Consolidated EBITDA margin for 2009 came in at 6.8%, a significant improvement from 2.4% in 2008, but almost 200 basis points lower than the average department store retailer. A significant portion of the profitability at Dillard's is being generated by ongoing income from its credit card alliance with GE, as well as income from leased departments and other income which totalled $132 million in 2009, down 17% from $158 million in 2008. This income stream could decline in the double-digit range again in 2010 given the ongoing pressure on credit card profitability. Excluding this income as well as a small gross profit contribution from CDI (a wholly owned general contractor whose business includes constructing and remodelling stores for Dillard's), retail EBITDA in 2009 is estimated at $282 million or 4.8% of sales. Dillard's would need to generate comparable store sales in the low- to mid-single-digit range to improve profitability materially from current levels. Current liquidity remains strong, supported by a cash balance of $342 million and no borrowings under its $1.2 billion credit facility at the end of 2009. Dillard's should be able to fund 2010 seasonal working capital needs with cash on hand. Fitch expects Dillard's to generate strong free cash flow in 2010 although at levels closer to 2008 when free cash flow was $150 million. The $467 million of free cash flow in 2009 was largely driven by cost-cutting measures and inventory reductions. Dillard's has dedicated the bulk of its free cash flow to debt reduction, paying down $2.9 billion in debt over the last 10 years to a level where consolidated book debt is under $1 billion. Fitch expects the company to pay down approximately $50 million of the 9.125% notes due August 2011 and about $75 million in debt due 2012. Post 2012, Dillard's next debt maturity is in 2018 when $255 million in unsecured notes come due. Assuming operating profitability remains relatively stable and given the cash buildup and limited debt paydown over the next few years, Fitch expects Dillard's could resume share repurchases this year. The company has $183 million remaining under its current share buyback authorization. The $1.2 billion senior credit facility, which is due to mature on Dec. 12, 2012, is rated two notches above the IDR at 'BB+' as the facility is secured by 100% of the inventories at Dillard's, Inc.'s unrestricted operating subsidiaries. Fitch expects the company will be able to renegotiate a new credit facility when it comes up for renewal, although the amount is likely to be reduced as borrowing needs are expected to be minimal based on Fitch's current projections. Dillard's, Inc., and its operating subsidiaries are the borrowers under the revolver. Availability for borrowings and letter of credit obligations under the credit agreement is limited to 85% of the inventory of certain company unrestricted operating subsidiaries. Dillard's typically has almost full access to its facility at peak inventory season. There are no financial covenants in the facility as long as availability exceeds $100 million. When availability falls below this threshold, fixed charge coverage must be at least 1.0x. The $724 million of senior unsecured notes are rated at the same level as the IDR while the $200 million in capital securities due 2038 are rated two notches below the IDR reflecting their subordination. Fitch believes there is adequate collateral to back the unsecured debt and capital securities, supported by unencumbered real estate holdings (Dillard's owns 87% of its store base). DUBAI WORLD: Creditors to Respond to Proposal "Within Weeks" ------------------------------------------------------------ Reuters reports that one of Dubai World's main lenders said on Monday that the conglomerate's creditors will give their response to the Company's debt restructuring proposal within weeks. "We have to reply to Dubai World first, there is a timeframe. In weeks we will get back to Dubai World (on the creditors' proposals)," Ala'a Eraiqat, chief executive of Abu Dhabi Commercial Bank, told reporters, according to Reuters. According to the report, ADCB is one of two local banks on a seven-member panel leading negotiations with Dubai World, which unveiled a $9.5 billion debt plan last month. Reuters says several of the main seven banks, who are believed to have the most exposure among Dubai World's 97 creditors, have expressed their initial support for the restructuring plan. According to Reuters, a source familiar with the matter said the panel of creditors would hold meetings this week. Reuters also relates that the head of Dubai's main fiscal committee said the emirate was ready to support any state-linked firms that may require help but that Dubai Holding, the ruler's investment vehicle, did not need assistance. 6-Month Standstill In November 2009, the Troubled Company Reporter ran a story about Dubai World seeking a six-month standstill on its debt obligations. The government of Dubai said it would restructure Dubai World and has appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World has US$59 billion in liabilities. Bloomberg said Dubai accumulated US$80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Wall Street Journal said Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some US$80 billion to US$90 billion. Large Exposure As reported by the Troubled Company Reporter-Europe on Dec. 1, 2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and Sara Schaefer Munoz, citing a person familiar with the matter, said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered PLC and ING Groep NV of the Netherlands, are among the international banks that have large exposure in Dubai World. RBS has lent roughly US$1 billion to Dubai World, another person said, according to the Journal. Sources also told the Journal Barclays's exposure to Dubai World is roughly US$200 million, and that exposure is effectively hedged. David Robertson at The (U.K) Times reported Credit Suisse has estimated that European banks could have EUR40 billion (GBP36 billion) in loans to Dubai and much of this could be at risk if the Gulf emirate defaults. The Journal, citing people familiar with the matter, said the banks with the greatest exposure to Dubai World are Abu Dhabi Commercial Bank and Emirate NBD PJSC, people familiar with the matter said. Dow Jones Newswires' Margot Patrick related that a report by the Emirates Banks Association said the top eight foreign banks in the United Arab Emirates by lending volume -- HSBC, Standard Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro, Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's Calyon, -- extended about US$36 billion in loans in 2008 throughout the federation, without breaking down the loans by emirate or type of borrower. About Dubai World Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer in global investments. As a holding company it operates a highly diversified spectrum of industrial segments and plays a major role in the emirate's rapid economic growth. Dubai World's investment spans four strategic growth areas of 21st Century commerce namely, Transport & Logistics, Drydocks & Maritime, Urban Development and Investment & Financial Services. Dubai World's portfolio includes DP World, one of the largest marine terminal operators in the world; Drydocks World & Dubai Maritime City designed to turn Dubai into a major ship-building and maritime hub; Economic Zones World which operates several free zones around the world including Jafza and TechnoPark in Dubai; Nakheel the property developer behind iconic projects such as The Palm Islands and The World among others; Limitless the international real estate master planner with current development projects in various parts of the world; Leisurecorp a global sports and leisure investment group, reshaping the industry by unlocking value across investment, development and brand opportunities; Dubai World Africa which oversees the regional development and portfolio of investments in the African continent; and Istithmar World, the group's investment arm that has a global footprint in finance, capital, leisure, aviation and various other business ventures. The Sun Never Sets on Dubai World, its Web site says. DYNAMIC BUILDERS: BofA Wants to Confiscate Cash Collateral ---------------------------------------------------------- Bank of America, N.A., has asked for authorization from the U.S. Bankruptcy Court for the Central District of California to confiscate cash collateral from Dynamic Builders, Inc. Bank of America has given notice of perfection of its interest in all rents, issues, profits, and proceeds (the Cash Collateral) related to, connected with, or arising from a real property commonly referred to as 3000 East Washington Boulevard, Los Angeles, California 90023 (the Property). Bank of America does not consent to the use of any income, rents, issues, profits, and proceeds of the Property. Bank of America demands that the income, rents, issues, profits, and proceeds be sequestered for the benefit of Bank of America and that an accounting of the use of the cash collateral be provided to Michael J. Gomez at Frandzel Robins Bloom & Csato, L.C., the attorney for Bank of America. Pursuant to a Standing Loan Agreement (the SLA), Bank of America Community Development Bank (BACDB) agreed to provide Dynamic Group, LLC, with a $7 million loan (the SLA Loan). In connection with the SLA, the Debtor executed and delivered a promissory note (the SLA Note) to BACDB for $7 million. As security for the SLA Note, Dynamic Group granted BACDB a Deed of Trust, Assignment of Rents and Fixture Filing (the SLA Deed of Trust) recorded on or about May 9, 2000, against the Property. As additional security for the SLA Note, Dynamic Group granted BACDB an Assignment of Rents (the Assignment of Rents) record on May 9, 2000. Bank of America is the successor to BACDB's interest in the SLA documents. Pursuant to a Grant Deed recorded in June 2005, the Dynamic Group transferred its interest in the Property to the Debtor. Pursuant to a consent, assumption and modification agreement between the Debtor and Bank of America recorded in June 2005, the Debtor assumed the obligations of Dynamic Group with respect to the SLA documents and Bank of America consented to the acquisition of the Property by the Debtor. Pursuant to a construction loan agreement, Bank of America agreed to provide the Debtor with a $54,474,716 loan (the CLA Loan). In connection with the CLA, the Debtor executed and delivered to Bank of America a promissory note (the CLA Note) for $54,474,716. As security for the CLA Note, the Debtor granted Bank of America a Construction Deed of Trust, Assignment, Security Agreement and Fixture Filing (the CLA Deed of Trust) recorded in August 2007 against the Property. As additional credit support, L. Ramon Bonin and Patty A. Bonin (the Guarantors) executed a Guaranty Agreement in favor of Bank of America, guarantying the repayment of the CLA Loan and the SLA Loan. Bank of America also recorded a UCC Financing Statement in June 2005. The SLA Deed of Trust constitutes a first lien on the Property and the CLA Deed of Trust constitutes a second lien on the Property. Bank of America and the Debtor entered into a Modification Agreement recorded in August 2007, which amended the SLA documents to provide that an event of default under the CLA documents constituted an event of default under the SLA documents. In July 2008, Bank of America and the Debtor entered into an Extension Agreement, extending the maturity dates for the SLA Loan and the CLA Loan to October 2008. Subsequently, the Debtor and the Bank of America entered into a Second Modification Agreement, extending the maturity dates for the SLA Loan and the CLA Loan to December 2008. Pursuant to a Third Modification Agreement, among other things: (1) the SLA Loan and the CLA Loan's maturities were extended to December 3, 2010; (2) the Guarantors deposited $5,100,000 into a reserve account with Bank of America; and (3) the Guarantors executed a Security Agreement granting Bank of America a security interest in the reserve account containing $5,100,000 as additional collateral for the SLA Loan and the CLA Loan. Bank of America caused a Modification Agreement and Deed of Trust, Assignment, Security Agreement and Fixture Filing (the Recorded Modification Agreement) to be recorded in February 2009, to, among other things, provide constructive notice of the terms of the Third Modification Agreement. About Dynamic Builders Los Angeles, California-based Dynamic Builders Inc. owns a commercial real estate. The Company filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151). Nanette D Sanders, Esq., at Ringstad & Sanders, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. DYNCORP INTERNATIONAL: Moody's Reviews Ba3 Corporate for Downgrade ------------------------------------------------------------------ Moody's Investors Service has placed the ratings of DynCorp International LLC on review for possible downgrade, including the Ba3 Corporate Family and Probability of Default Ratings, the company's senior secured bank facilities rated Baa3, as well as the company's senior subordinated notes rated B1. The review is prompted by the company's announcement that it has entered into a definitive agreement to be acquired by affiliates of the private equity firm Cerberus Capital Management, L.P. for a total value of approximately $1.5 billion, including assumed debt. DynCorp International's stockholders will receive $17.55 in cash for each share of DynCorp International common share they own, representing a premium of approximately 49% percent, based on the closing trading price of $11.75 on April 9, 2010. The transaction is anticipated to close in the second half of calendar year 2010. The company's Speculative Grade Liquidity rating of SGL-2 was affirmed based on expectations of improved working capital performance in the company's fourth quarter and the maintenance of a good liquidity profile to the close of the proposed transaction. It is anticipated that the current rated debt will be refinanced as part of the proposed transaction in accordance with change of control provisions which could result in withdrawal of instrument ratings. Moody's review of the corporate ratings will focus on DynCorp's pro-forma credit profile and proposed capital structure, including the committed financing for the transaction, which is anticipated to include equity financing from Cerberus as well as incremental debt financing. The review will consider the company's new debt structure, the stability of the earnings and cash flow from the company's operations, and the resulting credit metrics from the transaction. Ratings placed on review for possible downgrade: * Corporate Family Rating, Ba3; * Probability of Default, Ba3; * Senior Secured revolving credit facility, Baa3 (LGD2, 11%); * Senior Secured term loan, Baa3 (LGD2, 11%); * 9.5% senior subordinated notes, B1 (LGD4, 68%). Rating Affirmed: * Speculative Grade Liquidity rating, SGL-2. The last rating action was on July 16, 2009 when the company's Corporate Family Rating was upgraded to Ba3 from B1. DynCorp International LLC, headquartered in Falls Church, VA is a provider of specialized services primarily to the U.S. Department of Defense and Department of State. The company previously had three segments; International Security Services, Logistics & Construction Management, and Maintenance & Technical Support Services. Recently, the company realigned the segments to: Global Stabilization and Development Solutions, Global Platform Support Solutions, and Global Linguistics Solutions, a 51% owned joint venture. Principal services provided by DynCorp include training civilian police in developing countries, foreign language translation and interpretation services, conducting narcotics crop eradication programs (in Asia and Latin America) and managing aviation services and assets for the U.S. military at locations across the U.S. and abroad. Revenues for the LTM period ended January 1, 2010, were approximately $3.3 billion. DYNCORP INTERNATIONAL: 'BB' Rating Placed by S&P on CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including its 'BB' corporate credit rating, on Falls Church, Va.-based DynCorp International LLC on CreditWatch with negative implications. The CreditWatch listing reflects the planned acquisition of DynCorp International Inc., the parent of DynCorp International LLC, by Cerberus Capital Management LP for a total of $1.5 billion, including assumed debt. S&P expects that DynCorp International Inc. will repay its existing debt as part of the transaction. Cerberus is offering $17.55 a share in cash for each share of DynCorp International Inc.'s common stock, an almost 50% premium over the recent closing price. DynCorp International Inc. indicated in an 8K that the acquisition will be financed with about $600 million of equity from Cerberus and up to about $1 billion of new debt, which includes an up to $565 million secured term loan and $455 million unsecured term loan. The company also indicated it may refinance the unsecured term loan with public debt in the future and that Cerberus has also arranged for a $150 million secured revolving credit facility. "S&P expects to resolve the CreditWatch listing after S&P meet with DynCorp International's management and its new owners to discuss their strategic plans and financial policy for the company," said Standard & Poor's credit analyst Christopher DeNicolo. ENVIROSOLUTIONS: Creditors Object to DIP Financing -------------------------------------------------- BankruptcyData.com reports that EnviroSolutions Holdings' official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' motion for an order authorizing them to obtain postpetition financing and use cash collateral. In the objection the Creditors Committee asserts, "Without engaging in a premature valuation or plan confirmation battle, it appears as though the Debtors and their advisors have arrived at a reorganized enterprise value based on a multiple that is significantly less than those of comparable businesses within the Debtors' industry. As a result, it appears as though the Prepetition Secured Lenders may be receiving consideration in excess of their claims under the Plan." The Committee continues, ". . . this Court should be heavily circumspect in approving the DIP Financing on the terms requested by the Debtors given the identity of participants among the DIP Lenders and certain Prepetition Secured Lenders and the interconnectedness between the Plan as proposed and the DIP Financing." About EnviroSolutions Holdings Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an integrated solid waste management company with a presence in Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the District of Columbia. The company's assets include three landfills, four transfer stations and several hauling and collection operations. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261). John Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the Company in its restructuring effort. Alvarez and Marsal North America, LLC, is the Company's restructuring advisor. The Company's financial advisor is Barclays Capital. The Company estimated its assets and liabilities at $100,000,001 to $500,000,000. ERVING INDUSTRIES: Electricity Sales Qualify for Priority Claims ---------------------------------------------------------------- Bankruptcy Law360 reports that a bankruptcy judge has held that electricity is a "good" under part of the Bankruptcy Code, entitling Constellation NewEnergy Inc. to a $280,000 administrative priority claim against the bankruptcy estate of Erving Industries Inc. Erving Industries Inc. is a Western Massachusetts paper products manufacturer. The Company converts recycled waste paper into tissue, which is then sold to paper products manufacturers. Erving Industries Inc. and two of its affiliates filed for bankruptcy on April 20, 2009 (Bankr. D. Mass. Lead Case No. 09- 30623). Henry E. Geberth, Jr., Esq., at Hendel & Collins, P.C., represents the Debtor as counsel. FAIRPOINT COMMS: Clerk Reports Claim Transfers for March -------------------------------------------------------- The Clerk of the U.S. Bankruptcy Court for the District of Delaware recorded transfers of 56 claims, totaling $1,413,904, for the period from March 4, 2010 to April 2, 2010. The Claims were transferred to these entities: (a) ASM Capital, L.P.: Transferor Claim No. Claim Amount ---------- --------- ------------ Ramsey Printing & Office 533 $1,779 (b) Claims Recovery Group LLC: Transferor Claim No. Claim Amount ---------- --------- ------------ Berlin Police Department - $12,660 Blu-Dawg Computer Center - 1,531 Burts General Repair & Welding - 775 DAT-A SYST 782 621 Diesel Fuel Systems Inc. - 4,100 Fays Boat Yard Inc. - 623 Fidelity Communications - 10,238 NC II - 1,339 Positron Inc. - 1,850 Scire Plumbing & Heating 483 1,860 The Zone Corporation 67 4,122 White Mountain Security & Traffic - 564 (c) Creditor Liquidity, L.P.: Transferor Claim No. Claim Amount ---------- --------- ------------ ADA Traffic Control Ltd. 307 $29,925 American Towing Alliance LLC - 41,171 Equity Trust Co. 315 15,606 K&J Lorocque Inc. - 19,269 Logica North America 891 11,047 Quortec Solutions, Inc. - 6,899 Syringa Networks LLC - 5,578 Vaillancourt Tree Landscape 1011 23,811 (d) Export Development Canada: Transferor Claim No. Claim Amount ---------- --------- ------------ RadialPoint Safecare Inc. 178 $136,755 (e) Fair Harbor capital, LLC: Transferor Claim No. Claim Amount ---------- --------- ------------ Town of Littleton - $1,200 Town of South Hampton - 1,022 (f) Liquidity Solutions, Inc.: Transferor Claim No. Claim Amount ---------- --------- ------------ A+ Conference - $21,319 Alta-Vista Journal - 1,138 Aroostok County Electric Supply 86 1,119 CBM of America Inc. 199 14,433 Current Publishing LLC - 1,460 Dr. Vinyl of Southern NH, LLC - 1,125 Enersys - 1,540 George J. Foster & Co. 2070 10,754 KM Service Co. 429 3,458 Mid-Atlantic Broadband 78 1,401 Miller Trenching - 13,670 New England Business Journals Inc. 889 5,815 Northern Directory Publishing 51 2,643 Promark Utilities 673 2,877 Sheehey Furlong & Behm PC 926 48,185 Skycreek Corp. 1787 1,000 United Refrigeration 999 4,604 Vogel Inc. - 1,485 WAGM TV & Fox 8 - 16,894 (g) TR Capital, LLC: Transferor Claim No. Claim Amount ---------- --------- ------------ Alamon Telco, Inc. 74 $78,076 Smalley Contractors 2984 22,484 WMTW-TV - 12,890 WMTW-TV - 56,419 WPTZWNNE-TV 2373 16,592 WPTZWNNE-TV - 78,617 WPTZWNNE-TV 262 78,617 WPTZWNNE-TV 2923 26,607 WPTZWNNE-TV - 16,592 WPTZWNNE-TV 855 12,890 WPTZWNNE-TV 2371 56,418 (h) TRC Optimum Fund LLC: Transferor Claim No. Claim Amount ---------- --------- ------------ WFFF-TV Fox 44 - $24,242 WFFF-TV Fox 44 148 14,260 About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: A. Giamarrino Resigns; L. Hood Name Interim CFO ---------------------------------------------------------------- FairPoint Communications, Inc. announced that Chief Financial Officer Alfred C. Giammarino has tendered his resignation for personal reasons, effective immediately. Lisa R. Hood, senior vice president and controller, has been appointed CFO on an interim basis. Mr. Giammarino had been CFO since September 2008. Ms. Hood joined FairPoint in 1993 and currently serves as senior vice president and corporate controller. She has responsibility for the corporate accounting department and financial reporting for the company. She is a Certified Public Accountant. "Lisa has stepped into many positions handling a diverse range of responsibilities over the years. She has a proven track record and she is well suited to fill this role until a permanent replacement can be named," said David Hauser, Chairman and CEO of FairPoint. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FIDELITY PROPERTIES: Files Schedules of Assets & Liabilities ------------------------------------------------------------ Fidelity Properties Group, LLC, has filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $10,322,812 B. Personal Property $10,376 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,560,562 E. Creditors Holding Unsecured Priority Claims $33,266 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $10,333,188 $3,593,828 Orlando, Florida-based Fidelity Properties Group LLC filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D. Fla. Case No. 10-05510). Lawrence M. Kosto, Esq., Kosto & Rotella PA, assists the Company in its restructuring effort. FINDEX.COM INC: 2009 Net Loss Widens to $641,088 ------------------------------------------------ FindEx.com, Inc., reported wider net loss of $641,088 for the year ended December 31, 2009, from a net loss of $356,888 for 2008. At December 31, 2009, the Company had total assets of $960,527 against total current liabilities of $1,696,940 and deferred income taxes, net of $4,700, resulting in stockholders' deficit of $741,113. At December 31, 2008, stockholders' deficit was $215,525. In its April 7, 2010 report, Brimmer, Burek & Keelan LLP in Tampa, Florida, noted that the Company incurred a net loss of $641,088 during the year ended December 31, 2009, and, as of that date, had a working capital deficiency of $1,341,517 and a retained deficit of $8,698,465. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's annual report is available at no charge at http://ResearchArchives.com/t/s?5feb Headquartered in Omaha, Nebraska, FindEx.com, Inc., develops, publishes, markets, and distributes and directly sells consumer and business software products for PC, Macintosh(R) and Mobile devices. The Company develops its software products through in- house initiatives supplemented by outside developers. The Company markets and distributes its software products principally through direct marketing and Internet sales programs, but also through retailers and distributors. FLYING J: Reaches $8.5M Refinery Cleanup Deal with Shell -------------------------------------------------------- Flying J Inc. has reached an $8.5 million settlement with Shell Oil Products U.S. that will cover the cost of cleaning up a California oil refinery that Flying J sold as part of its restructuring, Bankruptcy Law360 reports. Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FORBES MEDI-TECH: Reports Net Earnings of C$126,598 in 2009 ----------------------------------------------------------- Forbes Medi-Tech Inc. filed on April 6, 2010 its annual report on Form 20-F, showing net income of C126,598 on C$4,626,250 of revenue for 2009, compared with a net loss of C$7,652,499 on C$7,843,771 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed C$4,697,468 in assets, C$2,269,312 of debts, and C$2,428,156 of stockholders' equity. KPMG LLP in Vancouver, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a deficit. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5fd7 Vancouver, British Columbia, Forbes Medi-Tech Inc. (PINK SHEETS: FMTI) -- http://www.forbesmedi.com/-- is a life sciences company focused on evidence-based nutritional solutions. Forbes is a provider of value-added products and cholesterol-lowering ingredients for use in functional foods and dietary supplements. FORBES MEDI-TECH: Common Stock Now Quoted at OTCBB Under "FMTI" --------------------------------------------------------------- Forbes Medi-Tech Inc., in a press release Friday, disclosed that following the delisting from the Nasdaq Capital Market, it has received notification that its common stock is now eligible for trading on the Over-the-Counter Bulletin Board, an electronic quotation service maintained by the Financial Industry Regulatory Authority, effective with the open of business on April 7, 2010. The Company's shares will continue to trade under the symbol FMTI. http://researcharchives.com/t/s?5fd7 Vancouver, British Columbia, Forbes Medi-Tech Inc. (OTC BB: FMTI, PINK SHEETS: FMTI) -- http://www.forbesmedi.com/-- is a life sciences company focused on evidence-based nutritional solutions. Forbes is a provider of value-added products and cholesterol- lowering ingredients for use in functional foods and dietary supplements. The Company's balance sheet as of December 31, 2009, showed C$4,697,468 in assets, C$2,269,312 of debts, and C$2,428,156 of stockholders' equity. * * * As reported in the Troubled Company Reporter on April 13, 2010, KPMG LLP, in Vancouver, B.C., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a deficit. FRANCISCAN COMMUNITIES: Amends List of Largest Unsecured Creditors ------------------------------------------------------------------ Franciscan Communities Villa De San Antonio filed with the U.S. Bankruptcy Court for the Western District of Texas amended list of its largest unsecured creditors. A full-text copy of the amended list of largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb10-50712amended.pdf San Antonio, Texas-based Franciscan Communities Villa De San Antonio filed for Chapter 11 bankruptcy protection February 26, 2010 (Bankr. W.D. Texas Case No. 10-50712). Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., 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. FRANCISCAN COMMUNITIES: Gets Final OK to Access Lenders' Cash ------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas, in a final order, authorized Franciscan Communities Villa De San Antonio to use the cash collateral securing its obligation to the prepetition lenders. As of the petition date, the Debtor was liable to the prepetition lenders not less than $36,000,000 plus accrued and unpaid prepetition interest and fees. The Debtor would use the money to fund its Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Debtors will grant the prepetition lenders replacement liens in and to all of the cash collateral and an allowed superpriority claim, subject to carve out. San Antonio, Texas-based Franciscan Communities Villa De San Antonio filed for Chapter 11 bankruptcy protection February 26, 2010 (Bankr. W.D. Texas Case No. 10-50712). Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., 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. FRANCISCAN COMMUNITIES: Taps Plunkett & Gibson as Bankr. Counsel ---------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Franciscan Communities Villa De San Antonio to employ Plunkett & Gibson, Inc., as bankruptcy counsel under a general retainer. Plunkett & Gibson will represent the Debtor in the Chapter 11 proceedings. To the best of the Debtor's knowledge, Plunkett & Gibson is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Plunkett & Gibson, Inc. Renaissance Plaza, Suite 1100 70 NE Loop 410 San Antonio, TX 78216 Tel: (210) 734-7092 Fax: (210) 734-0379 E-mail: hornbergerr@plunkett-gibson.com San Antonio, Texas-based Franciscan Communities Villa De San Antonio filed for Chapter 11 bankruptcy protection February 26, 2010 (Bankr. W.D. Texas Case No. 10-50712). Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., 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. FREDDIE MAC: Files February 2010 Monthly Volume Summary ------------------------------------------------------- Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation, issued its February 2010 Monthly Volume Summary on April 1, 2010. A full-text copy of the Monthly Volume Summary is available at no charge at http://ResearchArchives.com/t/s?5fe1 Freddie Mac also provided supplemental January 2010 data to the February 2010 Monthly Volume Summary. A full-text copy of the Supplemental January 2010 data is available at no charge at http://ResearchArchives.com/t/s?5fe2 Freddie Mac reported that the total mortgage portfolio decreased at an annualized rate of 2.6% in February. Refinance-loan purchase and guarantee volume was $22.6 billion in February, unchanged from January. Freddie Mac also said the aggregate unpaid principal balance of Freddie Mac's mortgage-related investments portfolio was $732.2 billion at February 28, 2010, down from $743.7 billion at January 31, 2010. The net amount of mortgage-related investments portfolio mortgage purchase (sale) agreements entered into during the month of February totaled $(1.997) billion, down from the $238 million entered into during the month of January. Total guaranteed PCs and Structured Securities issued increased at an annualized rate of 0.4% in February. Freddie Mac's single-family delinquency rate rose to 4.08% in February, up 5 basis points from January. Its multifamily delinquency rate was 0.17% in February. The measure of Freddie Mac's exposure to changes in portfolio market value (PMVS-L) averaged $474 million in February. Duration gap averaged 0 months. On February 10, 2010, Freddie Mac announced it will purchase substantially all of the single-family mortgage loans that are 120 days or more delinquent from its PCs. About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. The Company's participation in the secondary mortgage market includes providing its credit guarantee for residential mortgages originated by mortgage lenders and investing in mortgage loans and mortgage- related securities. The Company earns management and guarantee fees for providing its guarantee and performing management activities (such as ongoing trustee services, administration of pass-through amounts, paying agent services, tax reporting and other required services) with respect to issued PCs and Structured Securities. At December 31, 2009, the Company's consolidated balance sheets showed total assets of $841.,784 billion, total liabilities of $837.412 billion, and total equity of $4.372 billion. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREDDIE MAC: CEO Haldeman Received $2,076,011 in 2009 Pay --------------------------------------------------------- Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation, disclosed Monday that it paid Charles E. Haldeman, Jr., its Chief Executive Officer, $2,076,011 in total compensation for 2009. Freddie Mac also said former CEO David M. Moffett, who resigned in March 2009, received $512,864 in total pay for 2009. His interim replacement, John Koskinen, was paid $550,713 for roughly six months' work. As reported by the Troubled Company Reporter on July 28, 2009, Freddie Mac's board of directors named Mr. Haldeman as CEO, effective August 2009. Of the 2009 pay, Freddie Mac said $356,250 in base salary was paid during the year and $1,277,083 in base salary has been deferred. Under the terms of Freddie Mac's Executive Compensation Program and the Mandatory Executive Deferred Base Salary Plan, Deferred Base Salary earned during each calendar quarter in 2009 will be paid in cash on the last business day of the corresponding quarter in 2010, provided the named executive officer is employed by the company on such payment date or in the event such officer dies, retires or has a long-term disability in 2010. Mr. Haldeman received $395,833 in non-equity incentive plan compensation and $46,845 for relocation expenses and others. No bonus was earned. Ross J. Kari, Freddie Mac's Executive Vice President and Chief Financial Officer, who was appointed to the position in September 2009, received $1,199,149 in total pay, which included a $487,500 cash bonus. Former Acting Chief Financial Officer David B. Kellermann, who was found dead in April 2009 in the basement of his house on what was thought to be a suicide, was paid $845,902. Mr. Moffett was appointed CEO on September 7, 2008, and resigned his position effective March 13, 2009. About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. The Company's participation in the secondary mortgage market includes providing its credit guarantee for residential mortgages originated by mortgage lenders and investing in mortgage loans and mortgage- related securities. The Company earns management and guarantee fees for providing its guarantee and performing management activities (such as ongoing trustee services, administration of pass-through amounts, paying agent services, tax reporting and other required services) with respect to issued PCs and Structured Securities. At December 31, 2009, the Company's consolidated balance sheets showed total assets of $841.,784 billion, total liabilities of $837.412 billion, and total equity of $4.372 billion. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREMONT GENERAL: New World Tries to Block Plan Approval ------------------------------------------------------- Fremont General Corp. shareholder New World Acquisition LLC has renewed its objections to the equity holders' proposed reorganization plan, asking the court not to approve a settlement that would allow a group of funds to change their vote on the plan, according to Bankruptcy Law360. Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. GENERAL MOTORS: Fee Examiner Seeks to Expand Stuart Work -------------------------------------------------------- To recall, Brady C. Williamson, as fee examiner in General Motors Corp.'s Chapter 11 cases, sought the U.S. Bankruptcy Court's authority to employ Stuart Maue as consultant effective as of January 22, 2010, for the initial purpose of assisting in the review of interim fees and expenses of Jenner and Block LLP; Brownfield Partners LLC, Kramer Levin Naftalis and Frankel LLP, LFR Inc., and Claro Group LLC. By this application, the Fee Examiner seeks to expand and extend the employment and retention of Stuart Maue as an auditor, effective as of March 8, 2010, to include all interim and final fee applications that the Fee Examiner determines warrant review. Katherine Stadler, Esq., at Godfrey & Kahn, S.C., in Milwaukee, Wisconsin -- kstadler@gklaw.com -- tells the Court that Stuart Maue will continue to: (1) assist the Fee Examiner in analyzing the fee applications of all professionals, which the Fee Examiner determines warrant analysis, for compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Guidelines of the United States Trustee, the Code of Federal Regulations, and the Local Rules and Orders of the Court; and (2) assist the Fee Examiner with the preparation of periodic reports with respect to professional fees and expenses. The fee applications in the Debtors' cases total more than $90 million, supported by more than 5,000 pages of billing materials, Ms. Stadler says. Other than in connection with assisting the Fee Examiner in his analysis, Stuart Maue will not duplicate the work performed by the Fee Examiner or any other professionals, Ms. Stadler assures Judge Gerber. On account of the extended engagement, Stuart Maue will be paid based on these hourly rates: Professional Hourly Rate ------------ ----------- Project Manager $375 Legal Auditors & Senior Legal Auditors $275 to $350 IT Personnel $175 Data Control Personnel $75 Stuart Maue will also be reimbursed for necessary out-of-pocket expenses. James P. Quinn, president and chief operating officer at Stuart Maue, in St. Louis, Missouri, contends that his firm will not duplicate the work performed by the Fee Examiner or any other professionals. He further assures the Court that the firm and its employees does not have any relationship with (i) the Debtors, (ii) their creditors or equity holders, (iii) other parties-in- interest, (iv) the Debtors' attorneys and accountants, or (v) the United States Trustee. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Pacts Rejection, Global Settlement Approved ----------------------------------------------------------- Bankruptcy Judge Robert Gerber approved General Motors Corp.'s rejection of a Participation Agreement, a Lease Agreement with Lease Supplement, and a Tax Indemnity Agreement under Lease No. GM 2001A-7. The GM 2001A-7 Rejection is hinged on a stipulation among the Debtors, General Electric Capital Corporation, Philip Morris Capital Corporation, and Wells Fargo Bank Northwest, National Association, as indenture trustee under leveraged lease transactions known as GM 2001A-1, 2001A-2, 2001A-3, 2001A-4, 2001A-5, 2001A-6, 2001A-7, and 2001A-8, Manufacturers and Traders Trust Company, as indenture trustee under GM 2000A-1, and Philip Morris Capital Corporation. Judge Gerber also ratified a global settlement agreement among (i) General Motors LLC, (ii) MLC, (iii) MLCS, LLC (f/k/a Saturn, LLC), (iv) Saturn County Bond Corporation, (v) HNB Investment Corp., (vi) General Foods Credit Corporation, (vii) General Foods Credit Investors No. 2 Corporation, (viii) Philip-Morris Capital Corporation, (ix) General Electric Capital Corporation, (x) U.S. Bank, National Association, as owner trustee under certain lease arrangements, (xi) The Bank of New York Mellon, as indenture trustee, pass through trustee or purchase option agent under certain lease arrangements, (xii) Manufacturers and Traders Trust Company, as indenture trustee, pass through trustee or purchase option agent under certain lease arrangements, and (xiii) Wells Fargo Bank Northwest, National Association, as indenture trustee under certain lease arrangements. The Global Settlement Agreement calls for, among other things, the rejection of these lease transactions with M&TT, Wells Fargo and General Foods: Rejected Lease Transaction Amount of Claim -------------------------- --------------- 2000 A-3 Participation Agreement $44,412,510 and other 2000 A-3 Operative Documents 2001 A-1 Participation Agreement and $141,305,874 other 2001 A-1 Operative Documents 2001 A-2 Participation Agreement and $142,197,253 other 2001 A-2 Operative Documents 2001 A-6 Participation Agreement and $45,835,565 other 2001 A-6 Operative Documents 2001 A-7 Participation Agreement and $6,753,243 other 2001 A-7 Operative Documents 2001 A-8 Participation Agreement and $6,789,209 other 2001 A-8 Operative Documents 2001 A-1 Participation Agreement and $22,400,000 Tax Indemnity Agreement 2001 A-7 Participation Agreement and $1,600,000 Tax Indemnity Agreement 2000 A-3 Participation Agreement and $334,425 other 2000 A-3 Operative Documents 2001 A-1 Participation Agreement and $17,459 other 2001 A-1 Operative Documents 2001 A-2 Participation Agreement and $13,720 other 2001 A-2 Operative Documents 2001 A-6 Participation Agreement and $242,198 other 2001 A-6 Operative Documents 2001 A-7 Participation Agreement and $111,665 other 2001 A-7 Operative Documents 2001 A-8 Participation Agreement and $276,445 other 2001 A-8 Operative Documents The Court added in a separate order that these Leveraged Lease Transactions are deemed rejected as of these dates, pursuant to the Settlement Agreement: Leveraged Lease Transactions Rejection Date ---------------------------- -------------- GM 2001 A-6 July 31, 2009 GM 2001 A-8 December 31, 2009 B-1 Lease January 31, 2010 mobile equipment & furniture March 19, 2010 Judge Gerber also authorized the Debtors to assume and assign six lease documents, a schedule of which is available for free at http://bankrupt.com/misc/AssumedGMLeasePacts.pdf Debtors Stipulate with Linden, Duke and National Union The Debtors entered into a stipulation with Linden Development Company, LLC, and Duke Baltimore, LLC, authorizing the Debtors' rejection of five executory contracts, a schedule of which is available for free at: http://bankrupt.com/misc/Linden&DukeRejectedPacts.pdf The parties agree that all issues relating to the allowance, amount, priority and treatment of any claim, right or remedy asserted by Linden or Duke with respect to the rejection of the Executory Contracts are preserved. Similarly, the Debtors' defenses and right to object to the allowance, amount, priority and treatment of any claim, right or remedy asserted by Linden or Duke are so too preserved. Linden and Duke each will have until 30 days after the Court's approval of the Stipulation to file a proof of claim for damages arising from the Rejection. Separately, National Union Fire Insurance Company of Pittsburgh, Pennsylvania, on behalf of itself and its affiliated insurers, have agreed to the Debtors' assumption of the agreements relating to National Union's program of insurance provided to the Debtors. The National Union Insurance Program includes coverage for, among other things, general liability, commercial automobile liability, and workers compensation liability. Pursuant to the parties' stipulation, the National Union Program Agreements will be deemed assigned by the Debtors to GM LLC pursuant to Section 365 of the Bankruptcy Code. The Debtors will have no further obligations to National Union under the Agreements. Upon the assumption and assignment of the National Union Program Agreements to GM LLC, all coverage under the Program will remain in full force and effect. No cure amount will be paid upon assumption and assignment of the National Union Program Agreements. GM LLC and National Union acknowledge that amounts may be due and owing by National Union or GM LLC under the Program to the other party. National Union and GM LLC reserve all of their rights under the National Union Program Agreements and the National Union Insurance Program. The Debtors will cooperate with GM LLC and National Union to facilitate the transfer of all of Debtors' right, title, and interest in the collateral under the Agreements to GM LLC. National Union will have the right to use or draw upon any Collateral, in the Debtors' possession, under its control, or otherwise in accordance with the National Union Insurance Program. No prior transfers of any kind to National Union by or on behalf of the Debtors arising under or relating to the National Union Insurance Program may be avoided or recovered under the Bankruptcy Code or under any applicable state law, except in accordance with the contractual terms of the National Union Insurance Program. National Union may adjust, settle, and pay insured claims -- whether existing claims against Debtors or new claims against GM LLC -- and utilize funds provided for that purpose, or otherwise carry out the terms and conditions of the National Union Insurance Program, including liquidating and taking ownership of the Collateral, without further order of the Court. The Stipulation will not be deemed to grant relief from the automatic stay to any claimant to pursue any claim against the Debtors in a non-bankruptcy court or the Court. All rights of any party with respect to Collateral held by National Union will be governed by the terms of the National Union Insurance Program. Neither the Debtors nor GM LLC will take any action against National Union in the Court that is inconsistent with the terms of the Program. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Denies $500-Mil. Liability for NUMMI Dissolution ---------------------------------------------------------------- New United Motor Manufacturing, Inc., an automobile manufacturer and privately held California corporation, filed Claim No. 67357 to recover $500 million, essentially alleging that Motors Liquidation Company, formerly General Motors Corp., must assume liability for the dissolution of NUMMI's operations. NUMMI also alleges that MLC breached ten contracts among MLC, Toyota Motor Corporation and NUMMI, relating to the supply and purchase of automobiles and component parts, including, among others, (i) a Shareholders Agreement dated February 21, 1984, (ii) a Subscription Agreement dated February 21, 1984, (iii) Vehicle Supply Agreement dated February 21, 1984, and (iv) Component Supply Agreement dated as of October 24, 1998. In addition, NUMMI contends that MLC breached fiduciary duties owed to NUMMI as a controlling shareholder. Founded as a joint venture by Toyota and MLC in December 1983, NUMMI has operated as an independent California corporation engaged in the production of automobiles and component parts for nearly 30 years, Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, says. Approximately one month after publicly announcing that the Pontiac brand would be phased out as part of the Debtors' restructuring, MLC informed NUMMI, on May 21, 2009, that it was discontinuing production of the Pontiac Vibe at NUMMI. In June 2009, MLC informed NUMMI that the purchaser of MLC's assets did not intend to acquire MLC's 50% shareholder interest in NUMMI as part of the sale transaction under Section 363 of the Bankruptcy Code. In August 2009, Toyota also informed NUMMI that it also planned to discontinue production of all vehicles at NUMMI as of March 31, 2010. Mr. Miller argues that NUMMI's Claim No. 67357 does not identify or quote a single contractual provision in any of the ten contracts allegedly breached by the Debtors. Moreover, notwithstanding its separate corporate existence and management, NUMMI is the Court to "disregard NUMMI's corporate form, pierce NUMMI's corporate veil and assess MLC, a 50% shareholder, with 50% of the costs of NUMMI's dissolution or wind- down proceedings, on the grounds that MLC's alleged breaches of contract and fiduciary duty caused the anticipated shutdown of NUMMI's business," according to Mr. Miller. There is no basis in law or fact to hold MLC accountable for NUMMI's expected shutdown. Indeed, as of the Petition Date, MLC's production accounted for approximately 17% of total vehicle production at NUMMI -- the remainder of NUMMI's production consisted of Toyota cars and trucks, Mr. Miller points out. In addition, the Debtors have not breached any contract with NUMMI that would entitle NUMMI to recover costs incurred in connection with the discontinuation of vehicle production at NUMMI's manufacturing facility by Toyota and MLC, Mr. Miller asserts. In fact, the terms of the contracts between MLC and NUMMI clearly establish that MLC was not required to purchase any vehicles from NUMMI, much less reimburse NUMMI or effectively indemnify NUMMI for costs incurred with the discontinuation of production of the Pontiac line, Mr. Miller tells the Court. NUMMI's filing of its Claim No. 67357 is a "blatant attempt to avoid its own liabilities, especially where . . . NUMMI remains in possession of substantial assets," Mr. Miller contends. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: UAW Files $450-Mil. Lawsuit over Delphi Contract ---------------------------------------------------------------- The International Union of United Automobile, Aerospace, and Agricultural Implement Workers of America filed against General Motors Co., a lawsuit asserting $450 million in GM's obligations pursuant to labor contract with its former part division, Delphi Corp. The three-year-old labor contract obligated GM, upon GM and Delphi's bankruptcies, to pay $450 million for UAW's Voluntary Employee Beneficiary Association to provide Delphi workers with retiree health care, according to UAW. Delphi filed for bankruptcy protection in 2005. GM entered into Chapter 11 restructuring in 2009. The UAW contends that GM rejected the labor contract in November 2009. Since then, GM "has failed and refused to make the contractually required payment" despite the Union's written request, the Detroit Free Press reports, citing the 8-page lawsuit filed in a federal district court in Detroit, Michigan. Delphi implemented wage cuts as part of its reorganization. When Delphi filed for bankruptcy protection in 2005, it sought concessions from its UAW-represented workforce, including a $10 an hour wage cut, from about $28 to $18 an hour, for some veteran production workers, plant closures and other concessions, the report related. Delphi has argued that the wage cuts were necessary because the higher pay stemmed from when the parts plants were owned by GM and were set at assembly production wages. Delphi moved for the pay cut to bring the wages in line with comparable pay at parts factories. The UAW pointed out in the lawsuit that GM was a party to the original 2007 deal. The automaker, during its own bankruptcy last year, assumed all of its contracts with the UAW including the agreement with Delphi and the union, the report said, noting the UAW lawsuit. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Dr. Cynthia Telles Joins Board of Directors ----------------------------------------------------------- General Motors Company appointed Dr. Cynthia A. Telles to its board of directors. Dr. Telles, 57, has been on the faculty of the University of California, Los Angeles School of Medicine Department of Psychiatry since 1986. She is currently the Director of the UCLA Neuropsychiatric Institute Spanish-Speaking Psychosocial Clinic. Among many corporate, non-profit, and public service board memberships, Dr. Telles was recently appointed to the White House Commission on Presidential Scholars by President Obama. Dr. Telles was also appointed to the National Advisory Council of the Substance Abuse and Mental Health Services Administration, the advisory group on Health Care Reform, and the Regional Selection Panel for the White House Fellows Program during the Clinton Administration. Her work has been published extensively in the area of mental health, particularly with respect to the assessment and treatment of Hispanic populations. Dr. Telles received her B.A. from Smith College and doctorate in Clinical Psychology from Boston University. Dr. Telles currently is a member of the board of the Kaiser Foundation Health Plan and Hospitals (Kaiser Permanente) and Americas United Bank, which she has served on since its inception. The bank is the largest Hispanic-owned bank based in California. She previously served on the boards of Burlington Northern Santa Fe Corporation and Sanwa Bank California (United California Bank). `The addition of Dr. Telles to GM's board of directors ensures that the company will continue to benefit from a diversity of perspectives and experience in our mission to provide consumers with the world's best vehicles,' said CEO and Board Chairman Ed Whitacre. Dr. Telles' appointment brings the number of GM directors to 13. In addition to Ed Whitacre, the other board members include lead director, Patricia Russo, former CEO Alcatel-Lucent; Carol Stephenson, dean of Richard Ivey School of Business at University of Western Ontario; Daniel Akerson, managing director and head of Global Buyout of The Carlyle Group; David Bonderman, co-founding partner and managing general partner of TPG; Robert Krebs, retired chairman and CEO of Burlington Northern Santa Fe; Stephen Girsky, GM vice chairman, Corporate Strategy and Business Development.; Erroll Davis, chancellor, University System of Georgia; Neville Isdell, retired chairman and CEO, The Coca-Cola Company; Kent Kresa, chairman emeritus, Northrop Grumman Corp.; Philip Laskawy, retired chairman and CEO, Ernst & Young LLP; Kathryn Marinello, former chairman and CEO, Ceridian Corp. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GMAC INC: CEO Doesn't See ResCap Bankruptcy Filing -------------------------------------------------- Aparajita Saha-Bubna at Dow Jones Newswires reports that Michael A. Carpenter, chief executive of GMAC Financial Services, said in an interview Monday that GMAC doesn't expect its Residential Capital unit to file for bankruptcy. Dow Jones says GMAC is continuing its efforts to sell the remaining bulk of ResCap's book of mortgages, the vast majority of which resides in the U.S. To this effect, GMAC sold about $200 million of mortgage loans in the first quarter, said Thomas Marano, ResCap's chief executive, according to Dow Jones. Dow Jones relates that for the fourth quarter, Minneapolis-based ResCap posted a loss of $3.1 billion, its 13th consecutive quarterly loss. GMAC reported a $5 billion loss in the fourth quarter, as it wrote down the value of ResCap's mortgage book to around 42 cents on the dollar. Dow Jones also says ResCap posted a combined loss of $9.96 billion in 2007 and 2008. During the two years, GMAC plowed $6 billion into ResCap, which included forgiving its debt. In addition to efforts to sell ResCap's U.S. mortgage loans, GMAC is exploring options for its U.S. mortgage servicing and origination platform, Dow Jones says. The goal is "maximizing value in a reasonable time frame," said Mr. Carpenter, according to Dow Jones. "We are not conducting a fire sale." About GMAC GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. GMAC's business operations include automotive finance, mortgage operations, insurance and commercial finance. The company also offers retail banking products through its online bank, Ally Bank. As of December 31, 2009, GMAC had approximately $172 billion in assets. 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. * * * 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. Dow Jones notes GMAC has received $16.3 billion of federal aid as part of an effort to avoid bankruptcy. It converted into a bank- holding company at the end of 2008 to help make it through the financial crisis. 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'. GMAC INC: Sells Euro Mortgage Assets and Operations to Fortress --------------------------------------------------------------- Aparajita Saha-Bubna at Dow Jones Newswires reports that GMAC Financial Services is selling its European mortgage assets and operations, including loans valued at about $1 billion housed in its ailing mortgage unit, to private-equity firm Fortress Investment Group LLC. According to Dow Jones, the deal -- a key component in a series of moves marking GMAC's exit from the European mortgage business -- accounts for about 10% of the $19 billion of assets [as of Dec. 31, 2009] at GMAC's Residential Capital LLC, and comes amid GMAC's efforts to manage risk stemming from souring mortgages. The purchase price wasn't disclosed. "The reason this is important to us is we were intent on de- risking," said Michael A. Carpenter, GMAC's chief executive, in an interview, according to Dow Jones. The report says GMAC's sale of European mortgage assets includes the sale of Alt-A mortgages, which became infamous during the financial crisis for their inadequate or inaccurate documentation. It also comprises mortgage servicing rights. The deal, slated to close over summer, isn't expected to have a material impact on GMAC's finances. About GMAC GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. GMAC's business operations include automotive finance, mortgage operations, insurance and commercial finance. The company also offers retail banking products through its online bank, Ally Bank. As of December 31, 2009, GMAC had approximately $172 billion in assets. 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. * * * 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. Dow Jones notes GMAC has received $16.3 billion of federal aid as part of an effort to avoid bankruptcy. It converted into a bank- holding company at the end of 2008 to help make it through the financial crisis. 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'. GRAHAM PACKAGING: Amends CFO Bullock's Employment Agreement ----------------------------------------------------------- Graham Packaging Holdings Company, Graham Packaging Company, L.P., and David Bullock, the Chief Financial Officer of Holdings, Graham Packaging Company, L.P., and Graham Packaging Company Inc., on March 29, 2010, entered into an Amendment to the Employment Agreement between Holdings, Graham Packaging Company, L.P., and Mr. Bullock effective as of May 5, 2009. The Amendment is effective as of February 11, 2010. The Amendment provides for changes to Mr. Bullock's severance benefits to bring them into line with the benefits of the Company's other named executive officers. Pursuant to the Amendment, upon termination of Mr. Bullock's employment with the Company either by the Company without cause or by Mr. Bullock's resignation for good reason, Mr. Bullock is entitled to a pro rated annual bonus at the time the annual bonus would have otherwise been payable had Mr. Bullock's employment not terminated, in addition to all the other severance payments and benefits previously provided under the Employment Agreement. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. At December 31, 2009, the Company had total assets of $1.984 billion against total current liabilities of $428.018 million; long-term debt of $2.336 billion; deferred income taxes of $17.646 million; other non-current liabilities of $99.854 million; resulting in partners' deficit of $897.285 million. GRAY TELEVISION: Files Amendment to Wachovia Credit Agreement ------------------------------------------------------------- Gray Television, Inc., filed with the Securities and Exchange Commission copy of the Second Amendment, dated as of March 31, 2010, to its Credit Agreement, dated as of March 19, 2007, with Wachovia Bank, National Association, as administrative agent. A full-text copy of the Second Amendment is available at no charge at http://ResearchArchives.com/t/s?5fe0 As reported by the Troubled Company Reporter, effective as of March 31, 2010, Gray amended its senior credit facility with a consortium of lenders led by Wells Fargo Bank, as successor by merger to Wachovia Bank, National Association, as administrative agent. The Amendment provides for, among other things, (i) an increase in the maximum total net leverage ratio covenant under the Credit Agreement through March 30, 2011, and (ii) a potential issuance of capital stock or senior or subordinated debt securities, which could include securities with a second lien security interest. The Amendment also provides for a reduction in the revolving loan commitment under the senior credit facility from $50.0 million to $40.0 million. From March 31, 2010, until the date the Company completes an offering of Replacement Debt resulting in the repayment of not less than $200 million of the Company's term loan outstanding under the Credit Agreement, (i) the Company is required to pay an annual incentive fee equal to 2.0%, which fee will be eliminated upon the consummation of such offering and repayment, (ii) the annual facility fee will remain at 3.0%, which fee will, following such repayment, be reduced to 1.25% per year, with a potential for further reductions in future periods, and (iii) the Company will remain subject to a maximum total net leverage ratio, which will, following such repayment, be replaced by a first lien leverage test. In addition, from and after such repayment, the Company will be required to comply with a minimum fixed charge coverage ratio of 0.90x to 1.0x. Upon the completion of an offering of Replacement Debt that results in the repayment of not less than $200 million of the Company's term loan outstanding under the Credit Agreement, the Company will, from the date of such repayment, be subject to a maximum first lien leverage ratio covenant, which will replace the Company's current maximum total leverage ratio covenant. The covenant will range from 7.5x to 6.5x, depending upon the amount of any such repayment. The use of proceeds from any issuance of Replacement Debt will generally be limited to the repayment of amounts outstanding under the term loan under the Credit Agreement and, in certain circumstances, to the repurchase of outstanding shares of the Company's Series D Perpetual Preferred Stock. The Company cannot provide any assurances that such a sale of Replacement Debt, or any repurchase of such preferred stock, will be completed by the Company, or of the terms or timing thereof. Beginning April 30, 2010 and thereafter, all interest and fees accrued under the Credit Agreement will be payable in cash upon their respective due dates, with no portion of such accrued interest and fees being subject to deferral. Additional discussions on the Amendment are available at no charge at http://ResearchArchives.com/t/s?5f01 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. At December 31, 2009, the Company had total assets of $1,245,739,000 against total liabilities of $1,058,733,000, resulting in stockholders' equity of $93,620,000. At December 31, 2008, stockholders' equity was $117,107,000. * * * As reported by the Troubled Company Reporter on April 6, 2010, Moody's Investors Service said Gray Television's amendment to its credit agreement does not affect the company's Caa1 Corporate Family Rating, Caa2 Probability of Default Rating, SGL-4 speculative grade liquidity rating or its rating outlook which is negative. Moody's last rating on action Gray occurred on April 1, 2009, when it lowered the company's CFR to Caa1 from B3, PDR to Caa2 from Caa1, and senior secured credit facility rating to Caa1 from B3. GREYSTONE PHARMACEUTICALS: Case Dismissal Hearing Set for April 27 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Tennessee will consider at a hearing on April 27, 2010, at 11:00 a.m., a motion by the Internal Revenue service for the dismissal of the Chapter 11 cases of Greystone Pharmaceuticals, Inc. and its units. The hearing will be held at Room 630 in Memphis, Tennessee. The United States of America, a creditor acting through the Internal Revenue Service, sought for the dismissal due to the Debtors' failure to file federal tax returns for 2007, 2008 and 2009. Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka Greystone Medical, Inc., and Greystone Medical Group, Inc. -- operates a pharmaceutical company. The Company filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn. Case No. 09-32236). John L. Ryder, Esq., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $25,467,546, and scheduled debts of $22,601,150. CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Citadel Broadcasting Corp. sought and received an extension until July 19 of its exclusive right to propose a Chapter 11 plan. The confirmation hearing for approval of the plan is set for May 12. The secured lenders and the creditors' committee are in agreement with the plan following a settlement improving treatment of unsecured creditors. 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) HAWKER BEECHCRAFT: To Pay Sept. 2010 Interest on PIK Notes in Cash ------------------------------------------------------------------ Hawker Beechcraft Acquisition Company, LLC, and Hawker Beechcraft Notes Company, may, at the Company's option, elect to pay interest entirely in cash, entirely by increasing the principal amount, or 50% in cash and 50% by increasing the principal amount for any interest payment period prior to April 1, 2011 for its outstanding 8.875%/9.625% Senior PIK Election Notes due 2015. The Company is electing to pay cash interest for the interest period ending on September 30, 2010. The Company will evaluate this option prior to the beginning of each eligible interest period, taking into account market conditions and other relevant factors at that time. In connection with this election, on March 30, 2010, the Company delivered notice to Deutsche Bank National Trust Company, in its capacity as Trustee under the Indenture governing the PIK Notes, that, with respect to the interest that will be due on such notes on the October 1, 2010 interest payment date, the Company will make such interest payment in cash. Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. * * * As reported by the Troubled Company Reporter on Nov. 20, 2009, Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2 Corporate Family and Probability of Default ratings but lowered the rating on the company's senior secured bank obligations to Caa1 from B3 following announcement of plans to expand the size of its secured term loan. At the same time, ratings on Hawker Beechcraft's senior unsecured cash-pay and PIK election notes (Caa3) and subordinated notes (Ca) were affirmed. The company's Speculative Grade Liquidity rating was changed to SGL-4, designating weak liquidity, but is expected to improve once final amounts sourced from an incremental term loan are known. The outlook was revised to negative. The actions follow several developments: an amendment to the company's revolving credit facility reducing the size of the commitment and revising financial covenants, a proposed increase of $200 million to an existing $1,271 million term loan, disclosure of some $0.7 billion of non-cash impairment and other charges during the company's third quarter. On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co. LLC's proposed $200 million incremental term loan, the same as the corporate credit rating on parent Hawker Beechcraft Inc., and a '4' recovery rating, which indicates S&P's expectation of average (30%-50%) recovery in a payment default scenario. In addition, S&P affirmed its 'CCC+' corporate credit rating on Wichita, Kansas-based Hawker Beechcraft. The company has about $2.15 billion of debt. S&P also lowered its issue-level rating on HBAC's existing senior secured credit facilities to 'CCC+' from 'B-', the same as the corporate credit rating on Hawker Beechcraft. S&P lowered the recovery rating on this debt to '4' from '2', indicating its expectation of average (30%-50%) recovery in a payment default scenario. At the same time, S&P affirmed its 'CCC-' issue-level rating on HBAC's senior unsecured and subordinated notes, two notches below the corporate credit rating on Hawker Beechcraft. The recovery rating on the senior unsecured and subordinated debt remains at '6', indicating S&P's expectation of negligible (0%- 10%) recovery in a payment default scenario. The outlook is negative. S&P could lower the ratings if the market for business jets deteriorates further, leading to reduced earnings, cash generation, and liquidity, resulting in cash on hand and revolver availability falling below $200 million. HAWKER BEECHCRAFT: Execs' Performance-Based Option Deals Revised ---------------------------------------------------------------- Hawker Beechcraft, Inc., parent company of Hawker Beechcraft Acquisition Company, LLC, on March 26, 2010, amended all of the existing performance based option agreements held by current employees of Hawker Beechcraft Corporation, its principal operating subsidiary, including option agreements with Hawker Beechcraft Corporation's named executive officers. With respect to performance based option agreements for options granted in 2007 and 2008, the options are subject to vesting if certain earnings before interest, tax, depreciation and amortization targets were achieved. Regardless of whether the EBITDA targets were achieved, if the option recipient remained employed at the Company or one of its subsidiaries at the time of a Liquidity Event -- as defined in the Company's 2007 Stock Option Plan -- which resulted in a 30% Internal Rate of Return -- as defined in the Company's 2007 Stock Option Plan -- for Performance-Vesting A options and a 25% Internal Rate of Return for Performance-Vesting B options, the option would become fully vested. The Amendments removed, in each case, the Internal Rate of Return test and replaced it with a Cash on Cash Return Test of 150% (in the case of the Performance-Vesting A options) and 200% (in the case of the Performance-Vesting B options). With respect to performance based option agreements for options granted in 2009, the Performance-Vesting A options vest in equal amounts on the first five anniversaries of the date of grant, but become exercisable only in the event there is a Liquidity Event which results in an 8% Internal Rate of Return -- as defined in the Company's 2007 Stock Option Plan -- and a Cash on Cash Return of at least 200%. The Performance-Vesting B options vest annually on each anniversary of the date of grant, beginning one year from the date of grant, but are exercisable only in the event there is a Liquidity Event which results in an 8% Internal Rate of Return and a Cash on Cash Return of at least 300%. The Amendments removed for each type of option the Internal Rate of Return test and reduced the Cash on Cash Return test to 150% (in the case of the Performance-Vesting A options) and 200% (in the case of the Performance-Vesting B options). For these named executive officers, the Amendments impacted these numbers of options: 2007 and 2008 2009 Officer Options Options Total ------- ------------- ------- ----- Worth W. Boisture, Jr. 0 621,875 621,875 Sidney E. Anderson 91,850 0 91,850 Scott A. Shepherd 48,704.8 0 48,704.8 William E. Brown 84,704 0 84,704 Sharad B. Jiwanlal 117,531.8 0 117,531.8 Outstanding time vested options were not affected by the amendments. Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. * * * As reported by the Troubled Company Reporter on Nov. 20, 2009, Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2 Corporate Family and Probability of Default ratings but lowered the rating on the company's senior secured bank obligations to Caa1 from B3 following announcement of plans to expand the size of its secured term loan. At the same time, ratings on Hawker Beechcraft's senior unsecured cash-pay and PIK election notes (Caa3) and subordinated notes (Ca) were affirmed. The company's Speculative Grade Liquidity rating was changed to SGL-4, designating weak liquidity, but is expected to improve once final amounts sourced from an incremental term loan are known. The outlook was revised to negative. The actions follow several developments: an amendment to the company's revolving credit facility reducing the size of the commitment and revising financial covenants, a proposed increase of $200 million to an existing $1,271 million term loan, disclosure of some $0.7 billion of non-cash impairment and other charges during the company's third quarter. On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co. LLC's proposed $200 million incremental term loan, the same as the corporate credit rating on parent Hawker Beechcraft Inc., and a '4' recovery rating, which indicates S&P's expectation of average (30%-50%) recovery in a payment default scenario. In addition, S&P affirmed its 'CCC+' corporate credit rating on Wichita, Kansas-based Hawker Beechcraft. The company has about $2.15 billion of debt. S&P also lowered its issue-level rating on HBAC's existing senior secured credit facilities to 'CCC+' from 'B-', the same as the corporate credit rating on Hawker Beechcraft. S&P lowered the recovery rating on this debt to '4' from '2', indicating its expectation of average (30%-50%) recovery in a payment default scenario. At the same time, S&P affirmed its 'CCC-' issue-level rating on HBAC's senior unsecured and subordinated notes, two notches below the corporate credit rating on Hawker Beechcraft. The recovery rating on the senior unsecured and subordinated debt remains at '6', indicating S&P's expectation of negligible (0%- 10%) recovery in a payment default scenario. The outlook is negative. S&P could lower the ratings if the market for business jets deteriorates further, leading to reduced earnings, cash generation, and liquidity, resulting in cash on hand and revolver availability falling below $200 million. IMAGING3 INC: December 31 Balance Sheet Upside-Down by $1.6-Mil. ---------------------------------------------------------------- Imaging3, Inc. filed on April 6, 2010, its annual report on Form 10-K for the year ended December 31 2009. The Company's balance sheet at December 31, 2009, showed $1,192,530 in assets and $2,803,127 of debts, for a stockholders' deficit of $1,610,597. The Company reported a net loss of $1,912,064 on $1,364,892 of revenue for 2009, compared with a net loss of $906,928 on $1,755,754 of revenue for 2008. M&k CPAS, PLLC, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has sufferred recurring losses from operations and maintains a working capital deficit. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5fd8 Burbank, Calif.-based Imaging3, Inc. (OTC BB: IMGG) -- http://www.imaging3.com/-- produces and sells medical equipment, parts, and services to hospitals, surgery centers, research labs, physician offices, and veterinarians in the United States. The Company has developed a proprietary medical technology designed to produce 3D medical diagnostic images in real time. INTEGRITY BUILDERS: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Integrity Builders of the Lehigh Valley, LLC 226 Sonny Drive Wind Gap, PA 18091 Case Number: 10-21030 Involuntary Chapter 11 Petition Date: April 8, 2010 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Richard E. Fehling Petitioner's Counsel: John R.K. Solt, Esq. 1425 Hamilton Street Allentown, PA 18102 Tel: (610) 433-6771 E-mail: jrksolt@verizon.net Debtor's Counsel: Pro Se. Creditors that signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ M & J Customs, LLC Balance of $211,405 226 Sonny Drive Purchase Price Windgap, PA 1809 for Real Estate INT'L LEASE FINANCE: Sells 53 Planes to Macquarie for $1.9-Bil. --------------------------------------------------------------- Macquarie Group Limited said its unit, Macquarie Bank Limited, has entered into an agreement to acquire an aircraft operating lease portfolio from International Lease Finance Corporation, a subsidiary of American International Group, Inc. Of the 53 aircraft that MBL has agreed to acquire from ILFC, MBL will acquire 47 aircraft for $1.671 billion (net of current cash deposits and subject to adjustments). The purchase will be funded from existing cash reserves. In connection with the transaction, MBL will transfer to Macquarie AirFinance Limited, a global aircraft leasing company of which Macquarie owns 37.5%, MBL's right to purchase six of the 53 aircraft directly from ILFC on similar terms to MBL. The purchase price gross of current cash deposits (subject to adjustments) for the 53 aircraft under the agreement is $1.987 billion. Completion of the transaction is expected to occur over the remainder of calendar 2010, subject to customary closing conditions. The impact on Macquarie's regulatory capital surplus as a result of the transaction is not expected to be material. The portfolio of 47 aircraft comprises young, modern aircraft on lease to 35 airlines in 27 countries. The weighted average age of the fleet is less than 4 years and the average remaining lease term is more than 5 years. Boeing 737 Next Generation and Airbus A320 Family aircraft make up more than 70% of the portfolio. The remainder of the portfolio are in-production widebody aircraft, well suited to the operating lease market. Macquarie considers the credit quality of the lessees to be above average for an aircraft operating lease portfolio. The acquisition builds on Macquarie's existing leasing business in the aircraft sector and Macquarie's substantial experience in the leasing of assets through its Corporate and Asset Finance division which has loans and leases under management of A$13.8 billion, as at December 31, 2009, across a range of industry sectors. Macquarie Group Chief Financial Officer, Greg Ward, said: "This transaction leverages Macquarie's existing expertise in asset leasing, demonstrates the strength of our aircraft management capabilities and diversifies the client base of our aircraft fleet." Macquarie's existing aircraft leasing business include: * Macquarie Asset Leasing Trust, a wholly owned aircraft leasing vehicle established in 2005 which owns nine aircraft on lease to a major Australian airline; and * MAF, a global aircraft leasing company which in 2006 purchased GATX Air, the aircraft leasing business of the GATX Corporation, and which prior to this transaction owns or manages 124 jet aircraft leased to 57 operators in 30 countries, across 6 continents. According to Dow Jones Newswires' Rebecca Thurlow and Joan E. Solsman, Alan Lund, ILFC's new CEO, said Wednesday that ILFC's ability to garner large aircraft sales along with its success in tapping financial markets "strongly demonstrates ILFC's ability to generate liquidity and delever its balance sheet." Dow Jones says Macquarie's purchase of the portfolio for below its $2.32 billion book value follows the investment bank's purchase of a A$1 billion ($927.4 million) portfolio of auto leases and loans from the Australian arm of auto giant Ford Motor Co. in October. According to Dow Jones, the sale will increase the average age of ILFC's remaining fleet to 7.6 years from 7.4. Dow Jones notes that ILFC recently lost its interim chief executive, less than two months after he assumed the post, because of federal compensation limits. AIG Chief Executive Robert Benmosche has said the unit's ability to sell $750 million in bonds last month reflects investor confidence in the group. The deal is expected to be completed by the end of 2010. About Macquarie Group Macquarie Group is a global provider of banking, financial, advisory, investment and funds management services. Macquarie's main business focus is making returns by providing a diversified range of services to clients. Macquarie acts on behalf of institutional, corporate and retail clients and counterparties around the world. Macquarie Group Limited is listed in Australia (ASX:MQG; ADR:MQBKY) and is regulated by APRA, the Australian banking regulator, as the owner of Macquarie Bank Limited, an authorized deposit taker. Founded in 1969, Macquarie employs approximately 14,400 people in more than 70 office locations in 28 countries. Including the recent acquisition of Delaware Investments, Macquarie had assets under management of A$342 billion at December 31, 2009. About ILFC International Lease Finance Corporation, headquartered in Los Angeles, California, is the international market leader in the leasing and remarketing of advanced technology commercial jet aircraft to airlines around the world. ILFC owns a portfolio consisting of more than 1,000 jet aircraft. * * * ILFC carries Fitch's 'BB' Issuer Default Rating. ILFC holds S&P's (BBB-/Watch Neg/--) Corp. credit rating. It holds 'B1' corporate family and senior unsecured ratings at Moody's. About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. IXI MOBILE: Delays Filing of 2009 Annual Report on Form 10-K ------------------------------------------------------------ IXI Mobile, Inc., failed to file its annual report on Form 10-K for the year ended December 31, 2009, by the April 1 deadline. The Company said the financial and other information for the filing of a complete and accurate Annual Report on Form 10-K could not be provided within the prescribed time period. Ilan Kaufman, the Company's Chief Financial Officer, said as a result of the initiation of several strategic measures intended to refocus the Company's activities and to reduce operating costs, the Company has not finalized its financial statements for the third quarter ended September 30, 2008, for the year ended December 31, 2008, for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009, and for the year ended December 31, 2009. The Company's auditors have not finalized their review or audit of these financial statements and the Company is not currently in a position to estimate the results for the interim periods or the year end periods for which these reports have not been filed. The Company believes that it shall need to raise additional capital in the near future to continue as a going concern, and there can be no assurance that it will be successful in doing so or that, even if the Company is able to raise additional capital, such capital will be sufficient to allow the Company to continue as a going concern. About IXI Mobile Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB: IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted services to mobile operators, mobile virtual network operators, and Internet service providers in a number of international markets. Research and development activities are conducted primarily in its facilities in Israel and Romania. * * * As reported by the Troubled Company Reporter on August 28, 2008, IXI Mobile's consolidated balance sheet at June 30, 2008, showed $29,504,000 in total assets and $40,856,000 in total liabilities, resulting in a $11,352,000 stockholders' deficit. The company reported a net loss of $11,387,000 on total revenues of $2,221,000 for the second quarter ended June 30, 2008, compared with a net loss of $21,508,000 on total revenues of $3,171,000 in the same period ended June 30, 2007. JETCO RETAIL: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Jetco Retail Group, L.P. 8516 Anderson Mill, Suite 106 Austin, TX 78729 Case Number: 10-10945 Involuntary Chapter 11 Petition Date: April 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Petitioners' Counsel: Mark Curtis Taylor, Esq. Hohmann, Taube & Summers, LLP 100 Congress Ave, Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mail: markt@hts-law.com Debtor's Counsel: Pro Se. Creditors that signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Martha Atelia Clarkson Loan $114,239 4015 Sierra Drive Austin, TX 78731 Gavin Stuart Clarkson Loan $500 100 Law Center Houston, TX 77204 Derek Wendell Clarkson Loan $4,550 9801 Stonelake Blvs., Apt. 925 Austin, TX 78759 -------- Total $119,289 JERRY SWON: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Jerry E Swon 5 Kerby Lane Mendham, NJ 07945 Bankruptcy Case No.: 10-20590 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Honorable Donald H. Steckroth Debtor's Counsel: David L. Stevens, Esq. Scura, Mealey, Wigfield & Heyer LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 E-mail: dstevens@scuramealey.com Estimated Assets: $100,000 to $500,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/njb10-20590.pdf JOSE JORGE: Court Dismisses Chapter 11 Reorganization Case ---------------------------------------------------------- The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern District of California dismissed the Chapter 11 case of Jose Jorge and Fatima Jorge. Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy, dba Jorge Family Dairy -- operate two dairies as sole proprietor, one in California and one in Idaho. Jose Jorge filed for Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif. Case No. 09-62001). Hilton A. Ryder, Esq., who has an office in Fresno, 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. JRG DAKOTA: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: JRG Dakota, LLC 8516 Anderson Mill, Suite 106 Austin, TX 78729 Case Number: 10-10948 Involuntary Chapter 11 Petition Date: April 6, 2010 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Petitioners' Counsel: Mark Curtis Taylor, Esq. Hohmann, Taube & Summers, LLP 100 Congress Ave, Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mail: markt@hts-law.com Debtor's Counsel: Pro Se. Creditors that signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Martha Atelia Clarkson Loan $21,683 4015 Sierra Drive Austin, TX 78731 Gavin Stuart Clarkson Loan $7,217 100 Law Center Houston, TX 77204 Derek Wendell Clarkson Loan $4,344 9801 Stonelake Blvs., Apt. 925 Austin, TX 78759 -------- Total $33,245 KLCG PROPERTY: Court Okays Stuart Maue as Fee Examiner ------------------------------------------------------ The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approved the appointment of Stuart Maue as fee examiner in the Chapter 11 cases of KLCG Property LLC and Gurnee Property LLC. Mr. Maue will act as a special consultant to the Court for professional fee and expense analysis and review. Mr. Maue will also review and analyze in detail the monthly fee applications, quarterly fee application requests and final fee applications submitted by each case professional. Headquartered in Gurnee, Illinois, KLCG Property, LLC, was organized in Delaware on October 13, 2005, for the purpose of constructing, owning, and operating the KeyLime Cove indoor water park in Gurnee, Illinois, a 414-room destination resort hotel, indoor water park and conference center. The 30-acre water park is adjacent to Six Flags Great America Theme Park. The water park opened in 2008 at a cost of $136 million. KLCG Property filed for Chapter 11 bankruptcy protection on December 16, 2009 (Bankr. D. Del. Case No. 09-14418). The Company's affiliate, Gurnee Property, LLC, also filed for Chapter 11 bankruptcy protection. Donald J. Bowman, Jr., Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist the Debtors in their restructuring efforts. KLCG Property listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. KONSTANTINO KOURIS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Konstantino Kouris 7481 Crystal Cave Drive Las Vegas, NV 89117 Bankruptcy Case No.: 10-16105 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Jeffrey A. Cogan, Esq. Jeffrey A. Cogan, Esq., Ltd. 3990 Vegas Drive Las Vegas, Nv 89108 Tel: (702) 474-4220 Fax: (702) 474-4228 E-mail: jeffrey@jeffreycogan.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nvb10-16105.pdf LAKE AT LAS VEGAS: Hires McKool Smith to File Fraud Lawsuits ------------------------------------------------------------ Las Vegas Sun's Steve Green reports that Lake Las Vegas development is seeking court permission to hire Dallas law firm McKool Smith to file fraud lawsuits against former investors in Lake Las Vegas, including four Texas billionaires. The report says Gary Cruciani, Esq., a principal at McKool Smith, said he and colleague Lewis LeClair, Esq., would be leading the case for Lake Las Vegas. Mr. Green says Lake Las Vegas plans to go after former insiders it claims wrongly drained the property of $470 million in equity through a 2004 financing deal that it says later contributed to the bankruptcy. Las Vegas Sun reports that the targets to be sued, according to the Lake Las Vegas bankruptcy reorganization plan, include: -- Texas billionaire brothers Lee M. Bass, Robert Bass and Sid R. Bass; -- Richard Rainwater, who formerly managed Bass family investments before becoming a billionaire in his own right; -- Carmel Land & Cattle Co., a company Lake Las Vegas says is controlled by attorney William Hallman Jr., whose Kelly Hart & Hallman law firm in Fort Worth has long represented the Bass family; -- Developer Ron Boeddeker and his company Transcontinental Corp. of Santa Barbara, Calif. Las Vegas Sun reports that the reorganization plan also calls for: -- Conversion of liens held by Credit Suisse and other lenders totaling about $627 million into equity in the development and 80% of any money won in litigation against the former insiders. -- A provision for $29 million in financing to cover the development's operating costs and continued community development work in advance of future home building. -- Cash payments of $1 million to general unsecured creditors owed $22 million, giving them about 4-1/2 cents per dollar owed. -- Funding of $8 million in infrastructure work and vendor claims for a local improvement district called T-16. -- Cash payments, over three years, to holders of allowed construction lien claims; or the exchange of the liens for property secured by the liens. A mediation procedure will be established to resolve about $26.4 million in mechanics' lien claims. -- Additional payments to general unsecured creditors, local improvement district vendors and landowners in Phase II of the development from a 20% share of any money won in litigation against the former insiders. The Phase II landowners have asserted claims of about $200 million against Lake Las Vegas, charging the development's failure to develop infrastructure has prevented them from developing their properties. -- Deferral of development in Phase III of the development so Lake Las Vegas can focus on additional development of Phase II. Las Vegas Sun says the court will hold a June 21 hearing to consider approval of the reorganization plan. Las Vegas Sun notes that the Debtor is encumbered by $753 million in debt and faces another $228 million in bankruptcy court claims. The Debtor, the report says, estimates its raw land holdings and other assets at Lake Las Vegas are now worth just $83.9 million. About Lake at Las Vegas Headquartered in Henderson, Nevada, Lake at Las Vegas Joint Venture, LLC and 14 of its debtor-affiliates -- http://www.lakelasvegas.com/-- are owners and developers of 3,592-acre residential and resort destination Lake Las Vegas Resort in Las Vegas, Nevada. Centered around a 320-acre man-made lake, Lake Las Vegas contains more than 9,000 residential units, and also includes two luxury resort hotels (a Loews and a Ritz- Carlton), a casino, a specialty retail village shopping area, marinas, three signature golf courses and related clubhouses, and other real property. The Debtors filed separate petitions for Chapter 11 relief on July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake at Las Vegas Joint Venture, LLC, filed for protection from its creditors, it listed assets of $100 million to $500 million, and debts of $500 million to $1.0 billion. Courtney E. Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent the Debtors as counsel. Kaaran E. Thomas, Esq., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. LAKE TAHOE: Taps Wilke Fleury to Handle Reorganization Case ----------------------------------------------------------- The Hon. Thomas C. Holman of the U.S. Bankruptcy Court for the Eastern District of California authorized Lake Tahoe Development Co., LLC, to employ Wilke, Fleury, Hoffelt, Gould & Birney, LLP as bankruptcy counsel. Wilke Fleury will represent the Debtor in the Chapter 11 proceedings. The Debtor is authorized to provide a postpetition retainer to Wilke Fleury from the capital distribution by the Debtor's principals. To the best of the Debtor's knowledge, Wilke Fleury is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wilke, Fleury, Hoffelt, Gould & Birney, LLP Daniel L. Egan Megan A. Lewis Jason G. Cinq-Mars 400 Capitol Mall Twenty-Second Floor Sacramento, CA 95814 Tel: (916) 441-2430 Fax: (916) 442-6664 About Lake Tahoe Development Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is a real estate development company with substantial expertise in the real estate land entitlement and permitting areas in the unique geographic location of South Lake. Its principal, Randy Lane, who is the sole owner of Mountain Ventures, LLC, which is the managing member of the Debtor, has resided and developed real estate in South Lake Tahoe since 1976. The Company owns an interest in two separate real estate development projects. The first project owned exclusively by the Debtor is a large, mixed use, condominium, 19 hotel and retail space development comprised of 29 separate real estate parcels with multiple lien holders holding liens against various parcels located at the California/Nevada state line on Highway 50, South Lake Tahoe, California. The second is property owned by the Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the "Gateway Project"), which is separate and apart from the Project, 24 and is being developed by Danny Freeman pursuant to a development agreement. The Company filed for Chapter 11 protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579). In its petition, the Debtor listed assets between $100 million and $500 million, and debts between $50 million and $100 million. LANDMARK VALLEY: Property Sale Hearing Continued Until May 12 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has continued until May 12, 2010, at 9:00 a.m., the hearing on Landmark Valley Homes, Inc.'s motion to sell property located in Lot 61, Phase I, Woodland Ridge, free and clear of liens. The hearing will be held at the Brownsville Division, 600 East Harrison, 3rd Floor, Brownsville, Texas. The hearing was scheduled for April 7, 2010. Wachovia Bank, N.A., successor-by-merger to Wachovia Bank, National Association, consented to the sale. The Court will also consider, at the meeting, the Debtor's access to the cash collateral. The Debtor is represented by: Kurt Stephen 100 South Bicentennial McAllen, TX 78501 Tel: (956) 631-3381 Fax: (956) 687-5542 E-mail: kurtstep@swbell.net About Landmark Valley Homes, Inc. McAllen, Texas-based Landmark Valley Homes, Inc., owns and operates residential construction/real estate development business. The Company filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013). John Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the Company in its restructuring effort. The Company has assets of $34,119,790, and total debts of $19,484,476. LIONS GATE: Asks Shareholders to Discard Proxy Cards from Icahn --------------------------------------------------------------- Lionsgate is mailing a letter to the Company's shareholders in connection with the Company's Special Meeting of Shareholders, scheduled for May 4, 2010. The Company has also filed an investor presentation with the Securities and Exchange Commission, which is available in the "Investors" section of the Company's website at investors.lionsgate.com or at the SEC's website at www.sec.gov. At the Special Meeting, shareholders will be asked to approve the Shareholder Rights Plan previously adopted by the Board of Directors of Lionsgate on March 12, 2010. The record date for voting at the meeting is March 23, 2010. Lionsgate's Board of Directors recommends that shareholders vote FOR Lionsgate's Shareholder Rights Plan on the WHITE proxy card. The Company also urges shareholders to discard any gold proxy card that they receive from the Icahn Group. In addition, the Board strongly recommends that shareholders do NOT tender their shares to the Icahn Group's offer. The full text of the letter is: April 12, 2010 Dear Fellow Lionsgate Shareholder: "Lionsgate's May 4, 2010 Special Meeting of Shareholders is fast approaching and we are seeking your support to confirm the Shareholder Rights Plan, which we believe is critical to protecting the value of your investment in the Company. As you know, Carl Icahn and certain of his affiliated entities (the "Icahn Group") would prefer that you reject the Shareholder Rights Plan in their effort to advance an inadequate, opportunistic and coercive tender offer. Your Board of Directors has thoroughly considered and rejected the Icahn Group's offer to purchase up to all of the common shares of Lionsgate for U.S.$6.00 per share as not in the best interests of Lionsgate and its shareholders. Your vote is extremely important. Your Board urges you to vote FOR Lionsgate's Shareholder Rights Plan on the WHITE proxy card. The Board also urges shareholders to discard any gold proxy card that they receive from the Icahn Group. In addition, your Board strongly recommends that you do NOT tender your shares to the Icahn Group's offer. Vote for The Shareholder Rights Plan Lionsgate's Shareholder Rights Plan was implemented to ensure that all of the Company's shareholders are treated equally and fairly in connection with any proposals to acquire effective control of the Company. By design, the Shareholder Rights Plan deters inadequate, opportunistic and coercive offers, such as the offer by the Icahn Group. The Shareholder Rights Plan is also designed to ensure that the rights of every shareholder are maintained. Unlike most U.S. shareholder rights plans, Lionsgate's Shareholder Rights Plan affords significant decision-making authority to shareholders - its continuation is entirely dependent on shareholder approval at the Special Meeting. Furthermore, the Shareholder Rights Plan that the Board is recommending for approval by shareholders does not prevent or restrict a proxy challenge. It is particularly important to note that the Shareholder Rights Plan your Board is recommending does not prevent change of control transactions. The Shareholder Rights Plan we are recommending that you support freely permits potential acquirors to pursue transactions that treat shareholders equally and fairly. For instance, it is possible for a bid to proceed absent the support of the Board if it is structured to allow shareholders a fair opportunity to evaluate the offer without any coercion resulting from how the bid is structured. There is a simple roadmap that the Icahn Group can follow to make a fair and qualified offer that would not trigger the Shareholder Rights Plan. To date, the Icahn Group refuses to do so. In particular, the roadmap permits offers that: Commit to complete the offer only if more than 50% of the outstanding shares held by shareholders that are independent of the offeror have been tendered to the bid and have not been withdrawn. This ensures that independent shareholders have the opportunity to approve the offer; and Provide shareholders with assurance that the offeror will publicly announce if the 50% tender condition is satisfied and give shareholders an additional 10 business days following such announcement to tender into the offer. This permits shareholders who do not wish to be invested in an Icahn-controlled company to exit their investment at the same price only after knowing whether the Icahn Group is successful with its offer. Glass Lewis, a Leading Proxy Advisory Firm, Believes Shareholder Rights Plan Is in Best Interest of Shareholders Recommends Shareholders Vote FOR the Plan In its report released on April 8, 2010, proxy advisory firm, Glass Lewis & Co., said of Lionsgate's Shareholder Rights Plan, "The permitted bid provisions adequately ensure that shareholders are able to consider a reasonable offer for the Company. Further, we note that the Rights Plan will expire in three years. In light of these shareholder-friendly provisions, we believe that the Rights Plan may serve to protect shareholders in the event that a takeover bid does not reflect the full value of the Company's shares or is coercive. Consequently, we believe that shareholder ratification of the Company's Rights Plan is in shareholders' best interests." The Board believes that the continued operation of the Shareholder Rights Plan is in the best interests of the Company, its shareholders and other stakeholders and recommends that you vote FOR the Shareholder Rights Plan on the WHITE Proxy Card. Icahn Group to Violate Lionsgate's Credit Facilities If the Icahn Group is even partially successful in its tender offer and its ownership crosses the 20% threshold, Lionsgate could be required to repay all amounts then outstanding under its credit facilities and could lose its primary source of liquidity to fund operations. If Lionsgate is unable to repay all amounts then outstanding, or cannot otherwise remedy the default under the credit facilities, an event of default could also be triggered under its notes. There can be no assurance that Lionsgate will be able to obtain financing on appropriate terms, if at all, which could have a material adverse effect on its business, results of operations and financial condition. The Icahn Group's March 19, 2010 press release states that Mr. Icahn would be willing to provide a bridge facility to Lionsgate should an event of default occur. Lionsgate cannot make any assurances on the cost, timing, restrictions that could be put on its business, or the likelihood that an agreement could even be reached with respect to a potential bridge facility from Mr. Icahn or anyone else. Icahn Group's Offer is Inadequate On March 19, 2010, the Icahn Group announced a revision to its unsolicited offer to acquire up to all of the common shares of Lionsgate for US$6.00 per share -- the same price the Icahn Group offered in its original unsolicited partial offer which it commenced on March 1, 2010. Your Board, in consultation with its outside financial advisors -- Perella Weinberg Partners and Morgan Stanley & Co. Incorporated -- and legal advisors -- Goodmans LLP, Wachtell, Lipton, Rosen & Katz and Heenan Blaikie LLP - reviewed the offer and the amended offer carefully and determined that it is financially inadequate, opportunistic and coercive and is not in the best interests of Lionsgate, its shareholders and other stakeholders. In recommending that Lionsgate shareholders reject the Icahn Group's inadequate offer and not tender their shares, the Board considered, among other things, that: The Icahn Group could trigger an event of default that could be detrimental to the Company. The offer undervalues Lionsgate shares and does not reflect Lionsgate's fundamental and strategic value. In connection with its review of the Icahn Group's original offer made on March 1, 2010, the Special Committee of the Board received a written opinion dated March 10, 2010, from Perella Weinberg, the financial advisor to the Special Committee, to the effect that as of such date and based upon and subject to the matters stated in its opinion, the consideration to be paid in the original offer is inadequate, from a financial point of view, to the shareholders (other than the Icahn Group and its affiliates). The offer price of U.S.$6.00 per share represents a premium of only 14.7% to the closing stock price prior to when the Icahn Group announced its intentions to launch a tender offer. The Board believes that a premium of only 14.7% is insufficient for the acquisition of control of Lionsgate. The offer is opportunistic. Mr. Icahn has timed his offer to coincide with the challenging macro-economic operating environment currently impacting the media industry. In addition, film and television library values are currently being pressured by the numerous studio assets presently on the market. Finally, Mr. Icahn's offer does not reflect the significant value that recent Lionsgate investments, such as TV Guide Network and EPIX, are expected to create for Lionsgate's shareholders. The offer is structurally coercive and highly conditional. The Icahn Group reserves the right to waive the minimum tender condition, allowing it to acquire as many shares as are tendered. In addition, there are numerous conditions to the Icahn Group's offer (many of which may be waived) that create significant uncertainty for Lionsgate's shareholders. Furthermore, it could control Lionsgate after the tender offer expires on April 30, 2010, and leave shareholders with no visibility into the role the Icahn Group would play or the impact of that role on the value of any shares they elect not to tender. The Icahn Group has not articulated a plan for the Company. Mr. Icahn has not articulated any clear and coherent vision other than that Lionsgate should not be producing movies or TV programming and has implied that the Company should limit itself to distribution only.(2) The facts are: Lionsgate has achieved profitability on approximately 70% of its film releases over the past ten years; Lionsgate's television business has grown from annual revenues of $8 million in 1999 to approximately $350 million this year; and If Lionsgate did not produce movies or television programming, the Company would have no newly produced proprietary content to put through its distribution system, leaving Lionsgate primarily reliant on third parties and vulnerable to the vagaries of the acquisition market. Lionsgate Has a Compelling Growth Strategy The Lionsgate Board and management team are committed to increasing the value of the Company for the benefit of all of our shareholders. Over the past ten years, our Board and management team have developed and executed a disciplined three-phase plan to create and build a diversified media business. Phase I began by accumulating valuable film and television libraries and expanding our motion picture business through the creation and distribution of film content. In Phase II, we turned to building a successful and fast growing TV production and distribution business. Today, Lionsgate is a leading supplier of cable programming with eight shows in production on seven different networks and ten syndicated series in distribution. Our efforts have yielded numerous critically acclaimed and successful shows including Mad Men, Weeds, Nurse Jackie, and Blue Mountain State, all of which have been picked up for subsequent seasons on leading networks. Phase III of our plan is to continue expanding into domestic and international cable assets and new media platforms including TV Guide Network, EPIX, FEARnet, Break Media, and Tiger Gate. As part of this plan, on April 5, 2010, Lionsgate announced it has formed an equal partnership with Saban Capital Group, a leading private investment firm specializing in the media, entertainment and communications industries, to operate and manage Tiger Gate. By pursuing this three-phase plan, over the past ten years we have generated shareholder returns above those of industry peers and the broader market. Since the beginning of 2000, when the current management team joined the Company, Lionsgate stock has appreciated by 163%. In comparison, over the same timeframe, the S&P 500 declined 19% and the S&P 500 Media Index declined 48%.(3) In addition, we have achieved and sustained substantial revenue growth. We expect that by expanding and diversifying our content offering, Lionsgate should continue to outperform its peers and the broader market. We have grown revenue substantially and consistently across all segments over the last 10 years. Revenues grew from $184 million in fiscal year 2000 to an estimated $1.5 billion in fiscal year 2010, which just ended on March 31, 2010. Lionsgate is Well Positioned to Continue to Outperform Lionsgate is well-positioned to take advantage of recent media industry dynamics through our world-class media platform which leverages creation, production and distribution across diverse channels. This platform affords us sustainable competitive advantages and positions us to capitalize on emerging opportunities. Today's environment of fewer films and distributors provides us an opportunity to grow our market share. On-demand(4) transactions, accelerated release windows and the increasing popularity of the Blu-ray format continue to generate significant high-margin revenue and growth for us. Finally, we have an opportunity to build on our strong platform by rolling up complementary assets at attractive valuations. Lionsgate expects to generate an average of $100 million to $125 million of annual free cash flows in fiscal years 2013 through 2015, before factoring in significant value and earnings potential from TV Guide Network, TVGuide.com, EPIX, FEARnet, Break Media and Tiger Gate.(5) Lionsgate is well positioned to capture the value in these and additional opportunities and management is focused on its strategy to deliver additional value to Lionsgate shareholders. Icahn Group is Seeking Total Control The Icahn Group's offer price of U.S.$6.00 per share represents a premium of only 14.7% to the closing stock price prior to when the Icahn Group announced its intentions to launch a tender offer for the Company. Conversely, the average price target (without a control premium) of Wall Street analysts for the shares of Lionsgate as of April 9, 2010 is $8.70 - 45% higher than the offer price. The Lionsgate Board believes that a premium of only 14.7% is clearly insufficient for the acquisition of control of Lionsgate. Icahn Clearly Does Not Understand Media Companies The Icahn Group lacks media industry expertise yet seeks to interfere in Lionsgate's strategy and management and derail the Company's growth strategy to build value for all Lionsgate shareholders. For example, during Mr. Icahn's tenure on the Blockbuster board, Blockbuster experienced substantial losses that have threatened its solvency. Mr. Icahn's involvement on the board of directors of Blockbuster underscores our serious questions about his knowledge and understanding of the media business. The numbers speak for themselves. During Mr. Icahn's tenure on the Blockbuster board: Blockbuster reported greater than $1.4 billion in losses; and Blockbuster's share price declined by 96%, plummeting from $10.05 per share to $0.40 per share. In addition, Mr. Icahn recently stepped down from Blockbuster's board and sold a substantial portion of his stake at a fraction of his original investment after the company's market capitalization declined by nearly $2 billion. The Company believes that it would be a grave mistake to allow Mr. Icahn, who lacks relevant media industry expertise, to take control of your Company. In addition, your Board is concerned at the prospect that the Icahn Group may "replace top management" as stated in the Icahn Group's March 19, 2010 press release. As you know, your management team has significant experience and expertise in the media industry. The Lionsgate team is uniquely positioned within the industry as a result of the strategic plans our management team has implemented and we look forward to capitalizing on the world class platform we have established -- don't transfer the value inherent in your Lionsgate investment to the Icahn Group. Protect the Value of Your Investment Lionsgate is a strong and diversified company with a proven strategy to generate value for our shareholders. We are confident we can better serve our shareholders by continuing to execute our strategic plan. The Board recommends that you vote FOR the Shareholder Rights Plan on the WHITE Proxy Card. We urge you to discard any gold proxy card you receive from the Icahn Group. Your Board also strongly recommends rejecting the Icahn Group's inadequate offer by not tendering your shares. We have appreciated and look forward to your continued support. Sincerely, /s/ Jon Feltheimer /s/ Michael Burns Jon Feltheimer Michael Burns Co--Chairman and Chief Executive Officer Vice Chairman About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. As reported by the Troubled Company Reporter on March 10, 2010, Standard & Poor's Ratings Services revised its rating outlook on Lions Gate to negative from stable. At the same time, S&P affirmed ratings on Lions Gate, including the 'B-' corporate credit rating. Lions Gate carries Moody's "B2" corporate family rating and probability of default rating. LIQUIDATION OUTLET: Asks for Court OK to Obtain DIP Financing ------------------------------------------------------------- Liquidation Outlet, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to obtain postpetition secured financing from LOI Capital, LLC. The DIP Lender has committed to provide up to $2 million. Brian L. Budsberg, Esq., at Brian L. Budsberg, PLLC, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The DIP facility will mature this month. The DIP facility will incur interest at 15% per annum. The Debtor will grant Lender security interests in all of Debtor's presently owned and after-acquired property and Pre-Petition Collateral to secure any and all of the all the obligations of Debtor pursuant to the terms of the DIP Credit Agreement. The Debtor will grant the Lender priority in payment with respect to the DIP Obligations over any and all administrative expenses. A copy of the DIP Credit Agreement is available for free at: http://bankrupt.com/misc/LIQUIDATION_OUTLET_creditsecuritypact.pdf ABC-Pacific Corporation has filed an objection to the Debtor's request to obtain DIP financing, unless ABC's post-petition monthly rent is included in the budget and timely paid. ABC is the landlord and the Debtor is the tenant with respect to a lease of nonresidential real property in the Northpark Shopping Center in Seattle, Washington (the Northpark Lease). The Debtor has failed to pay rent under the Northpark Lease since November 2009. The Northpark Lease has expired by its term, but the Debtor continues to occupy the premises on a month-to-month basis. In February 2010, ABC provided written notice to the Debtor of ABC's intent to terminate the Northpark Lease effective March 31, 2010. The Debtor has not vacated the premises. ABC cannot determine whether the Debtor intends to pay its post- petition rent for the Northpark Lease. "There was no budget attached to the proposed interim financing order that demonstrates the expenses the Debtor intends to pay," ABC says. Given the Debtor's failure to live up to its agreement regarding April rent in connection with the cash collateral hearing, ABC requests that there be a specific provision in the financing order or attached budget that requires timely payment of ABC's monthly base minimum rent of $19,111.32. PK II Sunset Square LLC, Inland Western Lakewood LLC, Capital Associates, and Sylvan Associates have also objected to the Debtor's request to obtain DIP financing. ABC is represented by Timothy W. Dore at Ryan, Swanson & Cleveland, PLLC. PK II is represented by Michael E. Gossler at Montgomery Purdue Blankinship & Austin PLLC. About Liquidation Outlet Lakewood, Washington-based Liquidation Outlet, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Wash. Case No. 10-42279). Benjamin J. Riley, Esq., at Brian L Budsberg PLLC, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,053,250, and total debts of $7,434,413. LYONDELL CHEMICAL: Georgia-Pacific May Delay Plan Confirmation -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Georgia-Pacific LLC raised an objection that might cause a delay in the confirmation hearing for approval of Lyondell Chemical Co.'s bankruptcy exit plan. According to the report, Georgia-Pacific contends in its April 9 bankruptcy court filing that it's not being given the requisite 30 days' notice of settlement of $5.5 billion in environmental claims against Lyondell. Pulp and paper producer Georgia-Pacific contends that federal environmental law requires 30 days' notice of a hearing to compromise a governmental environmental claim. Lyondell is giving only 15 days' notice so the previously scheduled plan confirmation hearing can go ahead April 23. Georgia-Pacific, according to Bloomberg, says that neither the court nor the government has the ability to shorten the notice period designed to give other affected parties an opportunity to comment on the proposed settlement. Under the proposed settlement, Lyondell will transfer specified environmentally impaired properties it owns to a trust along with cash to perform a cleanup. The U.S. government and seven states will have approved unsecured claims aggregating $1.18 billion. In addition, Lyondell will contribute $108.4 million cash to the trust and pay another $61.6 million to settle other claims. 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) MACDERMID INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service moved the outlook on MacDermid Incorporated's ratings to stable from negative and affirmed the company's B3 Corporate Family Rating, the B2 ratings on the revolving credit facility and term loans, and the Caa2 rating on the subordinated notes. The change in outlook reflects the improvement in MacDermid's financial performance, continued good liquidity and Moody's expectations that sales volumes in its key end markets will remain stable or improve. MacDermid's stable outlook reflects improved operating performance as sales volumes increased sequentially for the last three quarters of 2009, expanded margins after restructuring actions, and modest favorable raw material pricing. Sales in both the Advanced Surface Finishing and Printing Solutions segments in the Americas and Europe are recovering, but remain below levels generated prior to the economic downturn. For example, auto- related sales, which once accounted for approximately 20% of the firm's revenues are negatively impacted by lower US vehicle sales. EBITDA generation has continues to exceed levels required for MacDermid to service its debt obligations. Further profit improvements will depend on a recovery in sales for existing markets and the company's ability to expand into related markets. The company generated positive free cash flow and maintained good liquidity in 2009. This trend is expected to continue through 2010. Liquidity is supported by expectations for positive free cash flow in 2010, elevated cash balances ($85 million as of December 31, 2009), and limited availability under its revolving credit facility. The expectations for good liquidity are based solely on MacDermid's elevated cash balances. Availability under the revolver will likely continue to be limited to $10 million during 2010 as MacDermid is likely not to meet the financial covenants that apply when borrowings and letters of credit exceed to $10 million. The company benefits from a lack of debt maturities until 2014 (the undrawn revolver matures in 2013), but must make modest quarterly debt amortization payments and is subject to an annual excess cash flow sweep. The B3 CFR reflects MacDermid's significant debt and interest expense burden as well as business levels that have not recovered fully from the global economic downturn. The ratings are supported by MacDermid's strong market positions in certain niche markets, margins reflective of more specialty-type products, modest capital expenditure requirements, and limited exposure to volatile raw materials costs. The majority of MacDermid's raw materials are not petrochemical-based therefore the company does not experience the same cost pressures as other chemical firms. The company benefits from geographic, operational, and product diversity through their global footprint -- with significant operations in the US, Europe, and Asia -- as well as a diverse revenue stream. These summarizes the ratings: MacDermid, Incorporated * Corporate Family Rating -- B3 * Probability of Default Rating -- B3 * $50mm Gtd sr sec revolving credit facility due 2013 -- B2 (LGD3, 33%) from B2 (LGD3, 32%) * $360mm Gtd sr sec term loan due 2014 -- B2 (LGD3, 33%) from B2 (LGD3, 32%) * Euro Gtd sr sec term loan due 2014 -- B2 (LGD3, 33%) from B2 (LGD3, 32%) * $350mm Gtd sr subordinated notes due 2017 -- Caa2 (LGD5, 85%) * Outlook: Stable Moody's most recent announcement concerning the ratings for MacDermid was on April 9, 2009. At that time, Moody's lowered the CFR to B3 from B2 and moved the outlook to negative. MacDermid is a global manufacturer of a variety of chemicals and technical services for a range of applications and markets including; metal and plastic finishing, electronics, graphic arts, and offshore drilling. The company maintains its headquarters in Denver, Colorado and operates facilities worldwide. Revenues for 2009 were $594 million. MAFCO WORLDWIDE: S&P Gives Negative Outlook; Affirms 'B+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Camden, N.J.-based MAFCO Worldwide Corp. to negative from stable. S&P also affirmed the 'B+' corporate credit rating on the company. In addition, S&P raised its senior secured debt rating on the company to 'BB' from 'BB-', and revised the recovery rating to '1', indicating S&P's expectation for very high recovery (90% to 100%) in the event of a payment default, from '2'. "The outlook revision reflects S&P's concern that covenant cushion will be very tight in the first quarter of 2010 following weaker operating performance in 2009 and a step-down in the company's leverage covenant to 1.5x from 1.75x," said Standard & Poor's credit analyst Mark Salierno. The changes in the recovery and issue-level ratings reflect the reduction in the amount of outstanding term loan debt ($10.5 million in 2009 and $54.8 million since 2005) and S&P's expectation of enhanced recovery prospects for secured lender claims on the residual value of the company's assets in the event of a payment default. Approximately $55.2 million of funded debt remained outstanding as of Dec. 31, 2009. "The ratings on MAFCO Worldwide Corp. reflect the company's narrow business focus on and exposure to the declining U.S. cigarette industry, as well as customer and supplier concentration," added Mr. Salierno. In addition, Standard & Poor's has considered the consolidated credit quality and leveraged financial profile of the company's indirect parent, M&F Worldwide Corp., and expects MFW management to continue to seek acquisitions at the parent level. However, S&P believes there are adequate restrictions to limit the potential for MAFCO to incur additional debt under its bank agreement. MAFCO does benefit from its leading market share and large scale in its niche segment, in addition to its strong (albeit declining) operating margin. Despite MAFCO's leading position in the global licorice industry as a manufacturer of licorice products and entrenched position as a supplier to cigarette manufacturers (that use the company's products as moistening agents and to enhance tobacco flavor), MAFCO is exposed to declining cigarette volumes and other tobacco- industry related risks. MAFCO's dependence on the tobacco industry as a primary revenue source is a rating concern because cigarette consumption in the U.S. (MAFCO's largest market) has been in a secular decline; volume declines over time are principally due to significant retail price increases to cover higher excise taxes, increased awareness of the health risks of smoking, and increased restrictions on where people can smoke. The negative outlook is based on S&P's concern regarding the company's risk tolerance given its very tight covenant cushion. S&P could lower the rating if covenant cushion remains below 5% for more than two quarters, which could occur if cash flow generation is weaker than expected, restricting the company's ability to reduce debt levels. S&P believes that MAFCO could reduce leverage below the 1.5x level, assuming the company reduces inventory levels as planned and applies cash flow to debt reduction. S&P estimates that this would occur under a scenario in which revenue increases in low single digits on a percentage basis and margins contract 200 basis points or less through the end of 2010. MAFCO's vulnerable business risk profile (stemming in part from its demonstrated role as a funds source to its parent), narrow business focus, and high overall dependence on the declining and highly litigious tobacco industry limit the possibility of S&P's raising the ratings. However, in the event that operating performance improves in 2010 and the company increases covenant cushion through further debt reduction, S&P would consider revising the outlook to stable. MAGUIRE PROPERTIES: Ex-CEO Seeks to Buy Assets to Help Raise Cash ----------------------------------------------------------------- Robert F. Maguire III, the founder and former CEO of Maguire Properties, wrote letters on March 31, 2010 and April 5, 2010, to Nelson C. Rising, the Company's current CEO, regarding his preliminary proposals to purchase certain assets from the Company. Mr. Maguire said in his March 31 letter he is "worried about the company's ability to handle its maturing debt obligations so that the company's tax obligations to me are not triggered; if that happened it would create significant problems for the company. I am having the calculations updated but the gain which must be protected is approximately $700 million and the actual fully grossed up tax the company would owe is approximately $300 million." "Shant projected unrestricted cash of $25 million or so by the end of this year. The $15 million Griffin payment due in 2nd quarter 2011 takes you to $10 million in cash, which unfortunately gives you little running room unless cash is raised from another source. "I am quite concerned about the $400 million KPMG loan, which will require a significant paydown in 2012 (We calculate $90-$100 million to provide minimum 1.25x-1.35x coverage as well as T/I and commission reserves). If rates move up from the 7- 7.25% 30 years achievable today, the required paydown could increase significantly. The actual tax obligation to me on KPMG is approximately $100 million so the company couldn't walk from the loan without serious consequences. "The company as it sits today has little to sell to raise cash except for the properties which require my consent to sell. Accordingly it would behoove us to discuss some collaborative solutions. Clearly nothing close to the $90-$100 million required for KPMG is available." In his March letter, Mr. Maguire said, "We could create some running room for the company as follows: 1. The company would transfer the KPMG Tower along with a modest cash payment to me along with the swap collateral account so I would have no exposure on the swap. I would require a relatively small discount from Eurohypo in return for bringing in significant new capital. The company would be released from all obligations. 2. I would buy U.S. Bank Tower with a significant cash payment to the company. U.S. Bank Tower does not have excessive leverage except that the vacancy will increase to 50% with the expiration soon of the Pacific Enterprises lease. This will make it difficult to refinance without investing $30-$35 million in T/I and commissions for releasing, which the company doesn't have. The company's tax obligation to me is approximately $90 million on U.S. Bank Tower, which would also be released by this deal. 3. An acceptable deal to the company would be completed on [Plaza Las Fuentes]." Mr. Maguire said he can raise the capital required from the source "you are familiar with or others." According to Mr. Maguire, the net result would be that "the company would be relieved of these potentially crippling obligations and would have $60 million or so in unrestricted cash, which would enable the start of rebuilding of the company. I would want efforts to sell land to stop for a period." In his April letter, Mr. Maguire disclosed that in early 2008, he offered to purchase two-thirds of the company's shares for $30-$32 per share. This was a fully-financed offer. He said the old Board's refusal, with one exception, to consider this offer cost the shareholders approximately $1.6 billion. "On March 15, I gave you a plan to solve the upcoming Plaza Las Fuentes loan problem, which I followed with my March 31 letter. In that letter, I proposed a broader plan for the company to deal with the problems detailed in your most recent 10-K. Once again, I didn't get so much as the courtesy of a response. Given the serious state that the company is in, with its very survival at stake, I don't believe the Board can afford to be this cavalier once again," Mr. Maguire said. Mr. Maguire said, "I am the Company's largest owner, and as potentially the company's largest unsecured creditor. As unsecured creditor with the company's obligation to pay my tax liability of approximately $300 million, I would come ahead of the common and preferred shareholders if triggered. As such, I would like an opportunity to discuss these issues with the entire Board. I look forward to hearing from you soon." Copies of the letters are available at no charge at: http://ResearchArchives.com/t/s?5fdf As reported by the Troubled Company Reporter on April 12, 2010, Maguire Properties disclosed that $424.870 million in debt will mature in 2010 and $36.266 million in debt will mature in 2011. The 2010 payment obligations include $7.4 million related to a Repurchase facility and $280.6 million in mortgage loans. Maguire Properties said $4.255 billion in debt will mature within the next five years. Maguire Properties also disclosed that as part of its strategic disposition program, certain of its special purpose property- owning subsidiaries are currently in default under six CMBS mortgages totaling approximately $943.816 million secured by six separate office properties totaling approximately 2.5 million square feet (Stadium Towers Plaza, Park Place II, 2600 Michelson, Pacific Arts Plaza, 550 South Hope and 500 Orange Tower). As a result of the defaults under these mortgage loans, the special servicers have required that tenant rental payments be deposited in restricted lockbox accounts. As such, the Company does not have direct access to the rental payments, and the disbursement of cash from the restricted lockbox accounts to the Company is at the discretion of the special servicers. There are several potential outcomes on each of the Properties in Default, including foreclosure, a deed-in-lieu of foreclosure and a short sale. The Company said it is in various stages of negotiations with the special servicers on each of the six assets, with the goal of reaching a cooperative resolution for each asset quickly. The Company remains the title holder on each of the assets. The Company's balance sheet at December 31, 2009, revealed $3.6 billion in total assets and $4.5 billion in total liabilities for a $856.9 million total stockholders' deficit. About Maguire Properties, Inc. Maguire Properties, Inc. (NYSE: MPG) -- http://www.maguireproperties.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. Maguire Properties, Inc. is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. MAHONING COUNTY: S&P Gives Stable Outlook; Affirms 'C' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'C' long-term rating and underlying rating on Mahoning County, Ohio's series 1997A and 2002A bonds, issued for Forum Health. "The outlook revision to stable reflects Forum Health's underlying operations that, excluding restructuring costs, are improved although still negative. The stable outlook further incorporates the use of a debt service reserve fund to cover principal payments on the bonds outstanding while Forum Health continues to make scheduled interest payments," said Standard & Poor's credit nalyst Stephen Infranco. The rating was lowered to 'C' following Forum Health's March 16, 2009, filing for Chapter 11 bankruptcy protection. Standard & Poor's does not consider a rating of 'D' to be warranted given that Forum remains current on its bond payments. Since the bankruptcy filing, Forum has taken steps to improve its performance including consolidation or elimination of service lines and reduction in staffing levels, as well as other cost- containment and revenue cycle initiatives. Although management's actions to date have helped, Forum Health, in Standard & Poor's opinion, maintains overall weak financial and operating profiles with limited liquidity, monthly operating losses, restrictive labor agreements (although some concessions have been negotiated), and a generally weak economic environment in a competitive market. "Management has indicated that they are continuing with a reorganization plan in the hopes of emerging from bankruptcy protection and are also pursuing other strategies, including the potential sale of all the assets to another health provider. However, if Forum fails to emerge from bankruptcy and its overall financial profile remains weak in S&P's view, default is a possibility," added Mr. Infranco. Total debt outstanding as of December 2009 was approximately $133 million, but when including the $48 million in a debt service reserve, net debt outstanding decreases to $85 million. MARK J GINSBURG: Creditors Want Receiver Named in Chapter 11 Case ----------------------------------------------------------------- Creditors Steven Cook, Gilda Burstein, Scott Kranz, and Susan Enis ask the U.S. Bankruptcy Court Southern District of Florida to: -- relieve them from the automatic stay; -- authorize them to seek appointment of a receiver for Mark J. Ginsburg's estate; and -- dissolve Nationwide Laboratory Services, Inc. Steven Cook, et al., are each shareholders of Nationwide Laboratory Services, Inc., who collectively control 50% of the stock of Nationwide. Steven Cook, et al., tells the Court that the Debtor mismanaged Nationwide fka Royco, Inc. and exposed the company to ruinous litigation accusing the Debtor, among others, of fraud, misrepresentation, tortious interference with business relationships, violations of non-competition agreements, and employment matters. Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10- 13056). Chad P. Pugatch, Esq., who has an office in Ft. Lauderdale, Florida, assists the Company in its restructuring effort. The Company has assets of $16,675,693 and total debts of $47,823,735. MARK J GINSBURG: Files Amended Schedules of Assets and Liabilities ------------------------------------------------------------------ Mark J. Ginsburg filed with the U.S. Bankruptcy Court for the Southern District of Florida amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $6,650,000 B. Personal Property $10,025,692 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,130,976 E. Creditors Holding Unsecured Priority Claims $379,571 F. Creditors Holding Unsecured Non-priority Claims $37,313,187 ----------- ----------- TOTAL $16,675,692 $47,823,734 Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10- 13056). Chad P. Pugatch, Esq., who has an office in Ft. Lauderdale, Florida, assists the Company in its restructuring effort. MARK J GINSBURG: U.S. Trustee Won't Form Creditors Committee ------------------------------------------------------------ The Office of the U.S. Trustee for Region 21 notified the Bankruptcy Court Southern District of Florida that until further notice, it will not appoint an official committee of unsecured creditors in the Chapter 11 case of Mark J. Ginsburg. Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10- 13056). Chad P. Pugatch, Esq., who has an office in Ft. Lauderdale, Florida, assists the Company in its restructuring effort. The Company has assets of $16,675,693 and total debts of $47,823,735. MARKET DEV'T: Files List of 20 Largest Unsecured Creditors ---------------------------------------------------------- Market Development Specialists, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Alabama a list of its 20 largest unsecured creditors. Debtor's List of 20 Largest Unsecured Creditors: Entity Trade Debt Total ------ ---------------- Sentry OneUtahCenter Suite 1400 Salt Lake City UT 84111 $1,120,625 Microsoft Licensing 6100 Neil Road, Suite 100, Reno NV89511 $1,000,000 DVS Sales, Inc. 3435 Wilshire Boulevard Suite 1850, L.A. CA 90010 $683, 240 TriStar Distributing $663,927 Hannspree California Inc. $554,335 Nexgen Mediatech $261,000 Ingram Micro $216,582 Albas Korea Co., LTD $193,796 I/O Magic Corp $176,087 Pearl Diver LTD $167,004 CyberCore Solutions Group $154,053 Ervin, Cohen & Jessup, LLP $135,251 Veon Display $120,000 STS $119,125 Benesch Friedlander Coplan & Aronof $72,066 MITO $70,000 Sphereteq, Inc. $67,543 Barnes & Thornburg $52,906 Parago $50,000 American Express $42,650 Elkhart, Indiana-based Market Development Specialists, Inc. -- dba RetroBytes and Wintergreen Systems -- filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No. 10-31487). John S. Hosinski, Esq., who has an office in South Bend, Indiana, assists the Company in its restructuring effort. The Company listed $17,401,356 in assets and $25,137,362 in liabilities. MARKET DEV'T: Files Schedules of Assets & Liabilities ----------------------------------------------------- Market Development Specialists, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Indiana its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $17,401,356 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,814,352 E. Creditors Holding Unsecured Priority Claims $239,458 F. Creditors Holding Unsecured Non-priority Claims $7,083,552 ----------- ----------- TOTAL $17,401,356 $25,137,362 Elkhart, Indiana-based Market Development Specialists, Inc. -- dba RetroBytes and Wintergreen Systems -- filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No. 10-31487). John S. Hosinski, Esq., who has an office in South Bend, Indiana, assists the Company in its restructuring effort. MC PRECASTS: U.S. Trustee Forms 3-Member Creditors Committee ------------------------------------------------------------ Donald F. Walton, U.S. Trustee for Region 21, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of MC Precasts, Inc. The Creditors Committee members are: 1. ABC Cutting Contractors of Atlanta, Inc. 4864 Clark Howell Highway College Park, GA 30349-6010 2. Coreslab Structures (Atlanta), Inc. 1655 Noah's Ark Road P.O. Box 246 Jonesboro, GA 30236 3. The Reinforced Earth Company 25 Technology Parkway South, Suite 100 Norcross, GA 30092 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. Newnan, Georgia-based MC Precast, Inc., filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Ga. Case No. 10-10466). J. Robert Williamson, Esq., at Scroggins and Williamson, 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. MERUELO MADDUX: Plan Solicitation Period Extended Until June 11 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended Meruelo Maddux Properties, Inc.'s exclusive period to solicit acceptances of the proposed Chapter 11 Plan until June 11, 2010. The Court also said that after May 18, 2010, the Official Committee of Unsecured Creditors is authorized to file a Plan. The Debtors are represented by: John J. Bingham, Jr., Esq. E-mail: JBingham@DGDK.com John N. Tedford, IV, Esq. E-mail: JTedford@DGDK.com Michael C. Abel, Esq. E-mail: MAbel@DGDK.com Danning, Gill, Diamond & Kollitz, LLP 2029 Century Park East, Third Floor Los Angeles, CA 90067-2904 Tel: (310) 277-0077 Fax: (310) 277-5735 Based in Los Angeles, California, Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Prof Corp, represent the official committee of unsecured creditors as counsel. The Debtors' financial condition as of December 31, 2008, showed $681,769,000 in assets and $342,022,000 of debts. MERUELO MADDOX: Committee May File Chapter 11 Plan in May --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors formed in the Chapter 11 case of Meruelo Maddux Properties Inc. received permission from the Bankruptcy Court to file a Chapter 11 plan on May 18. The order from the bankruptcy judge early this month otherwise precludes other creditors from filing a plan before June 11. About Meruelo Maddux Based in Los Angeles, Calif., Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Prof Corp, represent the official committee of unsecured creditors as counsel. The Debtors' financial condition as of December 31, 2008, showed $681,769,000 in assets and $342,022,000 of debts. MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities --------------------------------------------------------------- Midway Games Inc. filed with the U.S. Bankruptcy Court for the District of Delaware amended schedules of assets and liabilities. A full-text copy of the summary of schedules is available for free at http://bankrupt.com/misc/MidwayGames_sal.pdf Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price is roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. At June 30, 2009, the Debtors had $1.39 billion in total assets and $1.59 billion in total liabilities. METALS USA: Moody's Raises Corporate Family Rating to 'B2' ---------------------------------------------------------- Moody's Investors Service upgraded its ratings for Metals USA Holdings Corp. and assigned a stable rating outlook to the North American metal distributor. MUSA Holdings' corporate family rating was raised to B2 from B3 and the rating on the 11.125% notes issued by its subsidiary Metals USA Inc. was raised to B3 from Caa1. At the same time, MUSA Holdings' speculative grade liquidity rating was affirmed at SGL-3. The rating upgrades were prompted by MUSA Holdings' initial public offering, which raised net proceeds of approximately $220 million, the majority of which was used to retire MUSA Holdings' floating rate PIK toggle notes and pay accrued and unpaid interest on the PIK toggle notes. Moody's Caa2 rating on the PIK toggle notes will be withdrawn once the notes are retired. With North American steel demand and prices rising, Moody's is targeting MUSA Holdings' EBITDA at $70-90 million for 2010, a dramatic improvement from nil in 2009. However, increasing working capital is likely to consume much of this operating cash flow. Nevertheless, with debt of $307 million, pro forma for the IPO, and an implied equity value of approximately $750 million, Moody's believes MUSA Holdings' capital structure adequately supports a B2 CFR and the stable outlook. MUSA Holdings' B2 CFR positively reflects the company's geographic and customer diversification, its low levels of capex, and slowly recovering fundamentals for metal-consuming industries. The rating also considers the thin but stable margins typical of the service center industry and the cyclicality and competitiveness of the metals distribution business. With working capital now expected to be on the rise, MUSA Holdings' liquidity could be relatively tight, although the availability under its ABL facility does flex with receivables and inventory. Moody's expect MUSA Holdings will continue to be acquisitive, as it uses acquisitions of service centers to expand market share and fill out its geographic footprint. Moody's expect these acquisitions to be of modest size in the current economic environment. These ratings were affected by Moody's actions: For Metals USA Holdings Corp. * Corporate family rating -- to B2 from B3 * Probability of default rating -- to B2 from B3 *Speculative grade liquidity rating -- affirmed at SGL-3 * Rating outlook -- to stable from negative For Metals USA, Inc. * 11.125% guaranteed senior secured notes due 2015 -- to B3 (LGD5, 75%) from Caa1 Moody's previous rating action for MUSA Holdings was on April 6, 2009, when all its ratings were lowered one notch, including revising its CFR to B3 from B2. MUSA Holdings' ratings have been assigned by evaluating factors that Moody's believe are relevant to the company's risk profile, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside MUSA Holdings' core industry; MUSA Holdings' ratings are believed to be comparable to those of other issuers with similar credit risk. Metals USA Holdings Corp., headquartered in Houston, is the parent company of Metals USA, Inc., a leading U.S. distributor of carbon steel, stainless steel, aluminum, red metals, and manufactured metal components. In 2009, the company had net sales of $1.1 billion. MICRON TECHNOLOGY: S&P Raises Rating on Senior Notes to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said it revised its issue-level and recovery ratings on Micron Technology Inc.'s $1.3 billion 1.875% senior unsecured convertible notes. The issue-level rating was raised to 'B' (the same as the corporate credit rating) from 'B-', and the recovery rating was revised to '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default, from '5'. At the same time, S&P assigned its 'B' issue-level rating and its '3' recovery rating to the company's $230 million 4.25% convertible senior unsecured notes. The revisions to the issue- level and recovery ratings are largely the result of the company's recent investments and acquisitions fundamentally improving its operations and competitive position. The corporate credit rating on Micron reflects highly volatile and cyclical industry conditions, elevated refinancing risks over the next three quarters, and aggressive growth strategies. The company's good technology position and moderating capital- expenditure burden partially offset company risks. Micron develops and manufactures semiconductors for the memory industry. Ratings List Micron Technology Inc. Corporate credit rating B/Positive/-- Ratings Raised To From -- ---- $1.3 bil 1.875% sr unsecd convertible nts B B- Recovery Rating 3 5 New Rating $230 mil 4.25% convertible sr unsecd nts B Recovery rating 3 MIG INC: Appeals Loss in Paul Weiss Malpractice Suit ---------------------------------------------------- Bankruptcy Law360 reports that MIG Inc. has challenged a federal judge's dismissal of its case alleging that Paul Weiss Rifkind Wharton & Garrison LLP improperly drafted a certificate of designation for the telecommunications company that triggered a shareholder suit that led to its bankruptcy. About MIG Inc. Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM, MTRMP) -- http://www.metromedia-group.com/-- through its wholly owned subsidiaries, owns interests in several communications businesses in the country of Georgia. The Company's core businesses include Magticom Ltd., a mobile telephony operator located in Tbilisi, Georgia, Telecom Georgia, a long distance telephony operator, and Telenet, which provides Internet access, data communications, voice telephony and international access services. MIG, Inc., fka Metromedia International Group, Inc., filed for Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del. Case No. 09-12118). Scott D. Cousins, Esq., at Greenberg Traurig LLP assists the Company in its restructuring efforts. Debevoise & Plimpton LLP is the Company's special corporate counsel, while Potter Anderson & Corroon LLP is the Company's special litigation counsel. The official committee of unsecured creditors of MIG, Inc., has retained Baker & McKenzie LLP as its bankruptcy counsel, nunc pro tunc to June 30, 2009. In its petition, the Company said it had US$100 million to US$500 million in assets and US$100 million to US$500 million in debts. In its formal schedules, the Company said it had assets of $54,820,681 against debts of $210,183,657. MIRANT CORPORATION: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------------ Fitch Ratings has affirmed its ratings and Stable Outlook on Mirant Corporation (Issuer Default Rating 'B+') and its subsidiaries Mirant North America, LLC (IDR 'B+'), and Mirant Mid- Atlantic, LLC (IDR 'B+') following an announced stock-for-stock merger of Mirant and RRI Energy Inc. (IDR 'B') in a merger of equals. Fitch has affirmed the IDR of Mirant Americas Generation, LLC (IDR 'B+')and placed its Senior Unsecured Rating on Rating Watch Positive. Additionally, Fitch has placed RRI to Rating Watch Postive following the announcement the merger. All of Fitch's existing ratings are listed at the end of this release. On April 11, 2010, RRI and MIR announced that they have entered into a definitive agreement to create GenOn Energy in a deal structured as an all-stock, tax-free merger. Under the terms of the merger agreement MIR shareholders will receive a fixed ratio of 2.835 shares of RRI stock for each share of MIR common stock they own. Following the close of transaction MIR will own approximately 54% of the equity of the combined company and RRI Energy stockholders will own approximately 46%. As a combined entity, GenOn will have approximately 24,700 megawatts of electric generating capacity and a pro forma market capitalization of $3.1 billion. The transaction is subject to customary closing conditions, including approval by the stockholders of RRI and MIR, U.S. antitrust approval and approval by the Federal Energy Regulatory Commission and the New York State Public Service Commission. The primary credit benefit of the merger transaction is the relative ease of achieving synergy savings projected by the management of both companies (estimated at $150 million per annum to be fully realized by 2012, with a cost to achieve of $125 million spread over the two years 2010-2011). Doubling the size of the generation portfolio by merging the two companies will result in a more efficient scale of operations, without materially altering the profile of the generating fleet. Neutral credit factors include these: No major change in business strategy or debt leverage as a result of the strategy. The combined entity is expected to pursue a hedging strategy close to that of MIR. Also, both entities will bring to the merger high cash liquidity which the combined organization will have available to deal with debt maturities and future commodity market price fluctuation. The combined cash balance of the companies as of Dec. 31, 2009, was $2.9 billion. In association with the merger, GenOn plans on addressing approximately $1.8 billion in debt including: -- $307 million in MNA senior secured term loan due 2013 (rated 'BB' by Fitch); -- $850 million in MNA 7.375% senior notes due 2013 (rated 'BB- /RR1'); -- $279 million in RRI secured bonds due 2014 (rated 'BB/RR1'); -- $371 million in Pennsylvania Economic Development Financing Authority (PEDFA) Reliant Energy Seward, LLC Project secured notes due 2036 (rated 'BB/RR1'). Fitch expects that the debt will be addressed through some combination of refinancing at the new parent GenOn holding company or consents from bondholders. A condition of closing the transaction is redeeming the debt at MNA which contain covenants that would impede the merger; the management plan will result in eliminating all debt at MNA with replacement by new debt at GenOn. Additionally, GenOn expects to refinance both MIR and RRI's existing revolving credit facilities. Due to the deal's structure RRI Energy is the acquiring entity, which will prevent the triggering of the change in control provisions in the companies outstanding debt. The Positive Watch for RRI reflects Fitch's belief that the merger should provide RRI increased scale, access to an improved balance sheet, increased operating efficiencies and the potential for higher recovery values given the increased generating capacity. Fitch expects to resolve its Positive Watch near or following the merger close. MIR's affirmation is reflective of the stability and predictability of cash flows, predominantly from MIR's Mid- Atlantic operations located in PJM Interconnection, LLC's (PJM) region, given their low-cost fuel and mid-merit heat rate generation facilities. Hedges are in place which offer protection to margins and visibility to cash flows over the near term. The PJM cash flows are further supplemented by a stable capacity market in the region. MAG's Positive Watch is reflective of the potential for improved structural position for existing MAG issues. If the debt of MNA is removed in conjunction with the transaction, Fitch expects MAG note holders to enjoy improved upstream residual cash flow and recovery value from the Mirant's PJM portfolio after servicing the MIRMA lease debt. Currently there is $1.3 billion of senior unsecured debt at MAG, of which $535 million will be retired at its maturity in 2011. The remaining issues should be better positioned and possess increased senior unsecured recovery. RRI's current ratings reflect the challenging competitive generation environment Fitch expects for 2010 and 2011, tempered by steps taken by RRI to improve its balance sheet and hedge a portion of its commodity exposure. Fitch now considers RRI's liquidity position as strong and its business risk profile has improved with the sale of the retail electricity marketing businesses in 2009. RRI currently conducts its wholesale merchant business in a manner that results in a fairly high level revenue and cash flow stability and predictability. Capacity payments and a hedging policy limits margin compression due to commodity and power prices which Fitch expects to be under pressure in 2010 and 2011. Ratings in the MIR group currently reflect the somewhat higher proportion and longer duration of hedges for MIR's output. Fitch's expectations and management guidance is for the combined company to continue to pursue cash flow and revenue stability through an ample hedging program. While the combination of MIR and RRI will create one of the largest generation fleets and affords attainable and accretive cost savings, the strategic benefits of the transaction are otherwise limited. GenOn will continue to face ongoing challenges with weak wholesale power prices, environmental rules and compliance costs, and managing commodity price volatility. Fitch expects to comment further following meetings with management and as further details of the transaction become available. Fitch has affirmed these ratings and placed them on Rating Watch Positive: RRI Energy, Inc. -- IDR at 'B'; -- Senior secured debt at 'BB/RR1'; -- Senior unsecured debt at 'B+/RR3'; -- Short-term IDR at 'B'. Mirant Americas Generation, LLC -- Senior unsecured at 'B/RR5'. In addition, Fitch has affirmed these: Mirant Corporation -- IDR at 'B+'. Mirant Americas Generation, LLC -- IDR at 'B+'. Mirant North America, LLC -- IDR at 'B+'; -- Senior secured at 'BB/RR1'; -- Senior unsecured at 'BB-/RR1'. Mirant Mid-Atlantic, LLC -- IDR at 'B+'; -- Pass-through certificates at 'BB+/RR1'. MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings and stable rating outlook for Mirant Corporation (B1 Corporate Family Rating) and its subsidiaries as well as the ratings and stable rating outlook for RRI Energy, Inc. (B1 Corporate Family Rating) and its subsidiaries following yesterday's announcement that the companies agreed to combine in a stock-for-stock merger transaction. GenOn Energy, a newly formed entity, will be the surviving parent company upon consummation of the transaction. The ratings for GenOn will be determined based on the facts and circumstances of the pro-forma combined organization. "The affirmation of Mirant and RRI's ratings considers the complementary operations and similar credit profiles of the companies and the use of stock as the currency for the proposed merger" said Moody's Vice President Scott Solomon. "The rating affirmation also considers the expected operating synergies and the strong liquidity profiles for the combined entity", added Solomon. Moody's believes the primary execution risk associated with closing the proposed transaction is the need to refinance approximately $1.8 billion of existing debt and to replace each company's revolving credit facility in a new holding company facility. GenOn is expected to have roughly 25 GW's of generation capacity, over $4.0 billion in revenue, $1.0 billion in cash flow and $7.0 billion in debt. Historically, GenOn would have generated a ratio of cash flow before working capital adjustments to debt in the mid-teen's (15% - 17%) and a ratio of free cash flow to debt in the high single-digits. Based on expected near-term market conditions, Moody's forecasts GenOn will produce a ratio of cash flow to debt of around 10-15%; cash flow coverage of interest expense of approximately 2 to 3 times and a ratio of free cash flow to debt in the mid to high single digits. These pro-forma credit metrics comfortably position the merged entity in the B1 rating category. However, specific details concerning the ultimate capital structure for GenOn is uncertain. From a liquidity perspective, the speculative grade liquidity ratings (SGL's) for both RRI (SGL-1) and Mirant (SGL-1) are also affirmed. Both companies maintain large cash balances and have largely undrawn secured credit facilities. RRI and Mirant are expected to generate modest free cash flows, taking into consideration the projected liquidity sources and cash needs for both companies. Initially, GenOn Energy should have approximately $2-3 billion in cash and would be expected to refinance roughly $1.8 billion of debt and credit facilities due to certain indenture provisions. The interest expense on this new debt is likely to have a higher weighted average cost than the existing weighted average interest rate on the debt. "The combined company will continue to face longer-term fundamental challenges" added Moody's Senior Credit Officer Jim Hempstead. "This includes reduced electric demand, low commodity market prices and increasingly stringent environmental mandates. Maintaining a sizeable cash balance will be critical for ratings stability," said Hempstead. In addition to shareholder approval, the merger will require the approval of Federal Energy Regulatory Commission and the New York State Public Service Commission. Closing is also subject to the refinancing of a portion of each company's existing debt. Rating refinements of existing Mirant and RRI subsidiary debt may follow as the companies provide more transparency around legal structures and refinancings. All ratings at these listed entities and their subsidiaries are affirmed: * Mirant Corp. (B1 Corporate Family Rating) * Mirant Mid-Atlantic, LLC (Ba1 pass through trust certificates) * Mirant North America, LLC (Ba2 senior secured and B1 senior unsecured) * Mirant Americas Generation, LLC (MAG: B3 senior unsecured) * RRI Energy, Inc. (B1 Corporate Family Rating) * Reliant Energy Mid-Atlantic Power Holdings, LLC (Ba1 pass through trust certificates) * Orion Power Holdings, Inc. (Ba3 senior unsecured) The last rating action taken on Mirant occurred on October 8, 2009, when Moody's affirmed the ratings. The last rating action taken on RRI occurred on June 3, 2009 when Moody's downgraded RRI Energy's Corporate Family Rating to B1 from Ba3. Mirant Corporation, headquartered in Atlanta, Georgia, is an independent power producer that owns or leases a portfolio of electricity generating facilities totaling approximately 10,300 megawatts. RRI Energy, headquartered in Houston, Texas, is an independent power producer that owns or leases a portfolio of electricity generating facilities totaling approximately 14,000 megawatts. MISCOR GROUP: Delays 2009 Report, Expects Net Loss of $20.5-Mil. ---------------------------------------------------------------- MISCOR Group, Ltd., discloses that the filing of its annual report on Form 10-K for the year ended December 31, 2009, could not be filed within the prescribed time period. Management anticipates a net loss of roughly $20.5 million for the year ended December 31, 2009, which will be a significant change from the net loss of approximately $1.5 million realized for the year ended December 31, 2008. Based upon recently-completed financial results for the fiscal year ended December 31, 2009, the Company is in default with respect to the Minimum Book Net Worth covenant of its Credit and Security Agreement with its senior secured lender, Wells Fargo Business Credit, a division of Wells Fargo Bank, National Association. As of April 1, 2010, Wells Fargo has not given an official notice of default and acceleration pursuant to the terms of the Credit Agreement. The Company is in discussions with the lender to seek an amendment to the Credit Agreement to waive the default. If the Company is unable to obtain such a waiver on acceptable terms, management anticipates that the report of the Company's independent registered public accounting firm on the Company's 2009 consolidated financial statements likely will contain an explanatory paragraph indicating substantial doubt about the Company's ability to continue as a going concern. About MISCOR Group South Bend, Ind.-based MISCOR Group, Ltd. (OTC BB: MIGL) Currently provides electrical and mechanical solutions to industrial, commercial and institutional customers through two segments: Industrial Services, consisting of the Company's maintenance and repair services to several industries, including electric motor and wind power, and repairing, manufacturing, and remanufacturing industrial lifting magnets for the steel and scrap industries; and Rail services, consisting of the Company's manufacturing and rebuilding of power assemblies, engine parts, and other components related to large diesel engines and its locomotive maintenance, remanufacturing, and repair services for the rail industry. MISSION REAL: Asks for Court's Permission to Use Cash Collateral ---------------------------------------------------------------- Mission Real Associates, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to use the cash collateral. Wells Fargo Bank, N.A., as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-LDP7 (the Lender), is the holder of a promissory note in the original principal amount of $60,030,000, dated March 30, 2006 (the Note). The borrowers under Note are Wilbun 7, LLC, Mission Real, Wilshire Bundy Holdings LLC, Civic Palm LLC and BUnwil Capital LLC. Steven J. Schwartz, Esq., at Danning, Gill, Diamond & Kollitz, 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 the Lender with replacement liens and a super-priority claim. The Debtor will provide the Lender with monthly payments due to the Lender. The Debtor promises to provide the Lender monthly reports. Mission Real Associates, LLC, owns an interest in a property at Wilshire Bundy Plaza, 12121 Wilshire Boulevard, Los Angeles, California. Los Angeles, California-based Mission Real Associates, LLC, filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. Case No. C.D. Calif. 10-22370). Richard K. Diamond, Esq., at Danning, Gill, Diamond & Kolitz, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50 million. These affiliates filed separate Chapter 11 petitions: -- Bundy Dimes, LLC (Case No. 10-22149) on March 31, 2010, estimating assets and debts at $10 million to $50 million; -- Bunwil Capital, LLC (Case No. 10-22153) on March 31, 2010, estimating assets and debts of $10 million to $50 million; -- Dimes, LLC (Case No. 09-25517) on September 19, 2009; -- Ezri Namvar (Case No. 08-32349) on December 28, 2008; and -- Namco Capital Group (Case No. 08-32333) on December 28, 2008. MJH EDUCATION: Moody's Affirms 'Ca' Rating on $57.4 Mil. Bonds -------------------------------------------------------------- Moody's has affirmed the Ca rating for MJH Education Assistance Illinois IV LLC's $57.4 million outstanding Student Housing Revenue Bonds (Fullerton Village Project), Series 2004A and the C rating on the $14.8 million outstanding Series 2004B issued through the Illinois Finance Authority. The outlook on the Senior Bonds is negative. Legal Security: Special obligation of Illinois Finance Authority, secured only by rental income generated at Fullerton Village and any other funds pledged to bondholders under the indenture agreement. DePaul University assumes no financial commitment with respect to the Series 2004 Bonds. Recent Developments: The property manager and owner have been working to improve occupancy and operating performance of the project. Occupancy at the Fullerton project (renamed 1237 West) has improved to 80% for Fall 2009 after hitting a low of approximately 40% in Fall 2008. Management reports that the relationship with DePaul University has improved with the inclusion of the project on the University's website, marketing E- mails to current students, referrals from the University's housing office, and indirect access to housing waitlists. In October 2009, the Trustee released funds from the Pledged Revenue Account to pay the interest payment and default interest to 2004A bondholders for the interest payment that was not paid on December 1, 2008. Despite the improvement in operating performance, the Senior Bonds and Subordinate Bonds remain in default. Project revenues, which include rental income from student residents as well as the retail spaces, have not been sufficient to meet debt service payments. Pro forma budget projects that debt service coverage will be 0.76x for the Senior Bonds and 0.61x for the Subordinate Bonds for the fiscal year ending in 2010. Outlook The outlook on the Senior Bonds is negative due to the stressed occupancy rate and the less than 1.00x debt service coverage. What would change the ratings -- UP -- A significant improvement in cash flow to the project, stemming primarily from increased and stable occupancy for the next several years What would change the ratings -- DOWN -- For the Series 2004A bonds, lower recoveries upon liquidation. The rating assigned to this issue is based on Moody's municipal rating scale. Moody's has announced its plans to recalibrate all U.S. municipal ratings to its global scale and therefore, upon implementation of the methodology published in conjunction with this initiative, the rating will be recalibrated to a global scale rating comparable to other credits with a similar risk profile. Market participants should not view the recalibration of municipal ratings as rating upgrades, but rather as a recalibration of the ratings to a different rating scale. This recalibration does not reflect an improvement in credit quality or a change in Moody's credit opinion for rated municipal debt issuers. NEDAK ETHANOL: McGladrey Pullen Raises Going Concern Doubt ---------------------------------------------------------- NEDAK Ethanol, LLC, filed on April 5, 2010, its annual report on Form 10-K for the year ended December 31, 2009. McGladrey & Pullen, LLP, in Sioux Falls, South Dakota, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that there is uncertainty as to the Company's ability to secure additional funds needed to fund ongoing operations. The Company reported a net loss of $9.2 million on $67.5 million of revenue for 2009, compared with a net loss of $4.2 million on no revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $91.6 million in assets, $56.0 million of debts, and $35.6 million of members' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5fe7 Atkinson, Neb.-based NEDAK Ethanol, LLC -- http://www.nedakethanol.com/ -- was organized in 2003 and built a plant to produce ethanol and distiller's grains on its 73-acre site located near Atkinson, Nebraska. The Company completed full startup of the ethanol facility in June 2009 and has the annual capacity to process roughly 17 million bushels of corn, through a dry milling process, into roughly 44 million gallons of ethanol per year. The Company also produces roughly 340,000 tons of wet distiller's grains annually. Ethanol is a chemical produced by the fermentation of sugars found in grains and other biomass. NOVA BIOSOURCE: Controlled Dismissal of Ch. 11 Case Approved ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Nova Biosource Fuels Inc. prevailed on the bankruptcy judge to agree to dismiss its reorganization case on terms that include some features of a Chapter 11 plan. According to the report, once the previously approved sale of assets is completed, the bankruptcy judge in Delaware provided in his April 9 order that the Chapter 11 case will be dismissed. In the sale, the buyer will assume $36 million in secured debt and the loan provided by the secured creditor to finance the Chapter 11 case. The Bloomberg report adds that along with dismissal, the lender will deposit $200,000 into a trust for distribution only to unsecured creditors. Costs incurred in the Chapter 11 case are to be paid separately. The bankruptcy judge reserved the right to decide how much professionals will be paid. The bankruptcy judge provided in the dismissal order that he won't have power to resolve disputes about distributions from the liquidating trust. Nova Biosource Fuels, Inc. -- http://www.novabiosource.com/-- is an energy company that refines and markets ASTM D6751 quality biodiesel and related co-products through the deployment of its proprietary, patented process technology, which enables the use of a broader range of lower cost feedstocks. Nova owns two biodiesel refineries: one in Seneca, Illinois with a nameplate capacity of 60 million gallons per year and one in Clinton, Iowa with a nameplate capacity of 10 million gallons per year. Nova Biosource Fuels, Inc., and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on March 30, 2009. The case is In re Nova Holding Clinton County, LLC, (Bankr. D. Del. Lead Case No. 09-11081). Michael B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz, Esq., at Blank rome LLP, in Philadelphia, represent the Debtors as counsel. David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington, represents the Debtors as Delaware counsel. The Debtors listed assets and debts of $10 million to $50 million each. OMEGA HEALTHCARE: Reveals New $320 Million Credit Facility ---------------------------------------------------------- Omega Healthcare Investors, Inc., has entered into a new $320 million revolving senior secured credit facility effective April 13, 2010. The New Credit Facility replaces Omega's previous senior secured credit facility. The New Credit Facility matures in four years, on April 13, 2014; provided, the Company has refinanced or repaid its $310 million, 7% Senior Notes due April 2014, prior to December 31, 2013. In the event the Senior Notes have not been refinanced or repaid on or prior to December 31, 2013, the maturity date of the New Credit Facility will become December 31, 2013. The New Credit Facility includes an "accordion feature" that permits the Company to expand its borrowing capacity to $420 million during its first three years. The New Credit Facility is priced at LIBOR plus an applicable percentage based on the Company's consolidated leverage and is not subject to a LIBOR floor. The Company's applicable percentage above LIBOR is currently 350 basis points. The New Credit Facility will be used for acquisitions and general corporate purposes. At April 13, 2010, the Company had no borrowings outstanding under the New Credit Facility. The New Credit Facility was made up of a syndication of eight financial institutions. Banc of America Securities LLC was Joint Lead Arranger and Sole Book Manager. Deutsche Bank Trust Company Americas was Joint Lead Arranger and Co-Syndication Agent. UBS Securities LLC was Co-Syndication Agent and Bank of America, N.A. was the Administrative Agent. General Electric Capital Corporation, Credit Agricole Corporate and Investment Bank, Jefferies Group, Inc., RBS Citizens, N.A., and Stifel Bank & Trust participated in the New Credit Facility as Managing Agents. The Company is a real estate investment trust investing in and providing financing to the long-term care industry. At December 31, 2009, the Company owned or held mortgages on 293 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 34,312 licensed beds (32,825 available beds) located in 32 states and operated by 35 third- party healthcare operating companies, in addition the Company has two closed facilities currently held for sale. About Omega Healthcare Omega Healthcare Investors, Inc., headquartered in Hunt Valley, Maryland, USA, is a real estate investment trust investing in and providing financing to the long-term healthcare industry -- predominately skilled nursing facilities. At December 31, 2008, the REIT owned or held mortgages on 244 SNFs, 7 assisted living facilities and 4 specialty hospitals, with approximately 29,193 beds operated by 25 third-party healthcare companies. * * * As reported in the Troubled Company Reporter on March 6, 2009, Moody's Investors Service affirmed the ratings of Omega Healthcare Investors, Inc., (senior unsecured debt at Ba3). The rating outlook is stable. This rating affirmation reflects Omega's adequate liquidity, good property level coverage ratios, and conservative credit metrics. ORANGE GROVE: Asks Court for April 16 Schedules Filing Deadline --------------------------------------------------------------- Orange Grove Service, Inc., has asked the U.S. Bankruptcy Court for the Central District of California to extend the deadline for the filing of schedules of assets and liabilities and other papers until April 16, 2010. The deadline for the filing of the schedules is currently April 8, 2010. The Debtor says that it is working on securing documentation to support valuation of its real properties. The Debtor's proposed counsel, Ori S. Blumenfeld, Esq., at Wilson & Associates LLP, is in contact with the broker in charge of the completion of the broker's opinion of value that is necessary in order to complete the Chapter 11 bankruptcy petition schedules with the current information needed. La Verne, California-based Orange Grove Service, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. C.D. Calif. Case No. 10-21336). Ori S. Blumenfeld, Esq., at Wilson & Associates LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. P&F INDUSTRIES: Delays Form 10-K Filing; Expects $9-Mil. Loss ------------------------------------------------------------- P&F Industries,Inc. Discloses that it is unable to file its annual report on Form 10-K for the year ended December 31, 2009, belore the prescribed due date because it has not yet completed the preparation of its consolidated financial statements for the fiscal year ended December 31, 2009 and related disclosures. The Company anticipates that it will report revenue of roughly $72.6 million for the year ended December 31, 2009, compared to roughly $87.7 million for the same period in 2008. The Company says this reduction is primarily attributable to the sluggish economy which affected all of the Company's businesses, and the loss of a large customer in mid-2008, the full effect of which was experienced in 2009, and was partially offset by increased revenue in the Company's stair part business as a result of the acquisition of a complementary business in mid-2009. The Company also anticipates that it will report a loss of $9.3 million for the year ended December 31, 2009, compared to a loss of $4.3 million for the year ended December 31, 2008. The Company together with certain of its subsidiaries are parties to a secured credit agreement with Citibank, N.A. and HSBC USA Bank, National Association, as lenders, and Citibank, N.A. as administrative agent. The revolving portion of the credit facility pursuant to the Credit Agreement expired in accordance with its terms on March 30, 2010. Unless the Company is able to secure an amendment or extension to the Credit Agreement prior to the filing of the 2009 Form 10-K, the Company anticipates that the report of its independent registered public accounting firm on its consolidated financial statements for the fiscal year ended December 31, 2009, would contain an explanatory paragraph indicating substantial doubt about its ability to continue as a going concern. About P&F Industries Melville, N.Y.-based P&F Industries, Inc. (NASDAQ: PFIN) -- http://pfina.com/-- through its two wholly owned operating subsidiaries, Continental Tool Group, Inc. and Countrywide Hardware, Inc., manufactures and imports air-powered tools sold principally to the industrial, retail and automotive markets, and various residential hardware such as staircase components, kitchen and bath hardware, fencing hardware and door and window hardware primarily to the housing industry. P&F's products are sold under their own trademarks, as well as under the private labels of major manufacturers and retailers. At September 30, 2009, the Company's consolidated balance sheets showed $83.6 million in assets, $51.5 million of debts, and $32.1 million of stocknolders' equity. PREFERRED PROPERTIES: Files Schedules of Assets & Liabilities ------------------------------------------------------------- Preferred Properties, LLC, has filed with the U.S. Bankruptcy Court for the Eastern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $5,600,000 B. Personal Property $9,866,797 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,864,638 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $479,842 ----------- ----------- TOTAL $15,466,797 $7,344,481 Sutter Creek, California-based Preferred Properties, LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. E.D. Calif. Case No. 10-27515). David Foyil, Esq., who has an office in Sutter Creek, California, assists the Company in its restructuring effort. PRIME GROUP REALTY: Reports $8.5 Million Net Loss for 2009 ---------------------------------------------------------- Prime Group Realty Trust said net loss available to common shareholders for the fourth quarter ended December 31, 2009, was $600,000 or $2.61 per share as compared to a net loss available to common shareholders of $10.4 million or $43.81 per share for the fourth quarter of 2008. Revenue for the fourth quarter of 2009 was $19.1 million compared to revenue for the fourth quarter of 2008 of $19.7 million. Net loss available to common shareholders was $8.5 million or $35.86 per share for the year 2009 compared to net loss available to common shareholders of $82.3 million or $348.17 per share for the year 2008. Revenue for 2009 was $77.9 million, a decrease of $4.8 million from 2008 revenue of $82.7 million, primarily due to reduced rental income as a result of the expiration of leases at certain of the Company's properties. At December 31, 2009, the Company had total assets of $393.184 million against total liabilities of $389.454 million. At December 31, 2009, total equity was $3.730 million. At December 31, 2008, total equity was $5.968 million. A full-text copy of the Company's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?5fdd A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?5fde According to the Troubled Company Reporter on March 3, 2010, Two of Prime Group Realty Trust's subsidiaries, each of which own separate portions of the Continental Towers Complex in Rolling Meadows, Illinois, are in default under their first mortgage loans encumbering the Complex. Continental Towers, L.L.C., a subsidiary of the Company, is the owner of Tower I, Tower III and the Commercium at the Continental Towers Complex. The CT Property is encumbered by a first mortgage loan from CWCapital LLC in the principal amount of $73.6 million. The Company is currently in discussions with the lender on these loans regarding a potential deed in lieu of foreclosure transaction with the lender and other related matters. A default on the Continental Towers property loans does not cause a default on any of the Company's other loans. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 7 office properties containing an aggregate of roughly 3.2 million net rentable square feet and a joint venture interest in one office property comprised of roughly 101,000 net rentable square feet. The Company leases and manages roughly 3.2 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for an roughly 1.1 million square foot office building located at 1407 Broadway Avenue in New York. * * * As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. PRIME STAR: Delays Filing of 2009 Annual Report on Form 10-K ------------------------------------------------------------ Prime Star Group, Inc., formerly American Water Star, Inc., failed to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, by the March 31 deadline. In a regulatory filing, Prime Star said it was unable to file its Annual Report by the prescribed due date without unreasonable effort or expense because the Company has extremely limited corporate resources and needs additional time to complete certain disclosures and analyses to be included therein. The Company intends to file the Form 10-K on or prior to the 15th calendar day following the prescribed due date. As reported by the Troubled Company Reporter on December 8, 2009, Prime Star reported a net loss of $2,678,675 for the nine months ended September 30, 2009, from a net loss of $105,000 for the year ago period. As of September 30, 2009, the Company had $1,445,629 in total assets against $9,015,442 in total liabilities, all current, resulting in stockholders' deficit of $7,506,935. The Company has had no significant operations, assets, or liabilities since November 7, 2005, and accordingly, is fully dependent upon future sales of securities or upon its current management or advances or loans from significant or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity. "Because of these factors, our auditors have issued an opinion for the Company which includes a statement describing our going concern status. This means, in our auditor's opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion," Prime Star said. The Company said its continued existence is dependent upon its ability to generate sufficient cash flows from its planned business operations as well as to provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain funding through the sales of additional equity securities or, that such funding, if available will be obtained on terms favorable to or affordable by the Company. About Prime Star Group Headquartered in Henderson, Nevada, Prime Star Group, Inc. (OTC: PSGI) formerly known as American Water Star, Inc. -- http://www.americanwaterstar.com/-- is not engaged in any commercial operations. Prior to November 2005, the company was engaged in developing, marketing, selling and distributing bottled water with four branded beverages, which include Hawaiian Tropic, Geyser Fruit, Geyser Sport, and Geyser Fruta. The products were orientated to the health conscious consumer looking for an alternative to products containing high sugar and caffeine levels. PRIVE VEGAS: Asks Court to Dismiss Chapter 11 Case -------------------------------------------------- Las Vegas Sun's Steve Green reports that The Prive and Living Room nightclubs are asking the Bankruptcy Court to dismiss their bankruptcy cases because of a lease issue with Planet Hollywood. According to Las Vegas Sun, attorneys for Harrah's Entertainment Inc., which owns Planet Hollywood, have been pressuring Prive and the Living Room to either pay past-due rent and extra security expenses or vacate the premises. According to Las Vegas Sun, Prive said, "The debtors are unable to operate their nightclubs without the lease and, as such, have no business to reorganize in Chapter 11. Las Vegas Sun reports that Prive disclosed in a court filing it owes Planet Hollywood $300,000 in past-due rent and other charges under the lease plus "an alleged amount of approximately $200,000 in fines arising from county code violations at the leased premises." After deducting a credit of $68,000 Prive claims to be owed, Prive may owe Planet Hollywood up to about $440,000, the nightclubs said in their filing, according to Las Vegas Sun. Prive also disclosed it may be liable for $1.5 million owed to construction companies that built out the Prive space. Las Vegas Sun says Prive, facing a deadline of Saturday to "assume or reject the lease" under the bankruptcy laws, said it's decided to reject the lease. According to Las Vegas Sun, Prive said in the court filing that, "Planet Hollywood has informed the debtors that it is unwilling to restructure the lease obligations and/or amortize the amounts owed thereunder -- totaling up to nearly $2 million in past-due lease charges plus potential mechanics' lien (construction claims) -- under a Chapter 11 plan." Prive added that, "Without any concession by Planet Hollywood, the debtors are unable to assume the lease." According to the report, Prive said conversion of their cases to a Chapter 7 liquidation would not be feasible since Prive's physical assets are worth far less than what is owed to Planet Hollywood. Prive said Planet Hollywood's execution of its lien against Prive "would leave no value for the estate and unsecured creditors in a Chapter 7 liquidation." The report notes Prive did not say in its filing when or if the clubs would close. Planet Hollywood had no immediate comment on the situation. The report also says a spokeswoman for club owner the Opium Group in Miami could not immediately be reached for comment last week and attempts to reach Prive management in Las Vegas for comment were unsuccessful. Las Vegas Sun also notes that Prive has reported that its cash sales in January 2010 totaled $752,703 and that after payment of expenses, including rent, it lost about $153,000 for the month. Bill Rochelle at Bloomberg News reports that Prive Vegas LLC was unable to negotiate lease concessions from the landlord and filed a motion last week to dismiss the Chapter 11 case begun in November. The Debtor explained how they owed a net of $440,000 to the landlord for rent arrears and other expenses. In addition, there are $1.5 million in mechanics' liens on the property that would have to be paid were the nightclubs to remain in operation under the existing lease. The motion for dismissal is set for a May 4 hearing. About Prive Vegas Prive Vegas owns the Living Room and Prive, adjacent nightclubs inside the Planet Hollywood Resort and Casino in Las Vegas. Prive Vegas LLC filed for Chapter 11 protection in Miami (Bankr. S.D. Fla. Case No. 09-34880). The case was assigned to U.S. Bankruptcy Judge A. Jay Cristol. The petition says debt is $1 million to $10 million while assets are less than $1 million. PURADYN FILTER: Delays Filing of 2009 Annual Report on Form 10-K ---------------------------------------------------------------- Puradyn Filter Technologies Incorporated failed to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, by the March 31 deadline. In a regulatory filing, the Company said it requires additional time to complete its financial statements. As reported by the Troubled Company Reporter on December 1, 2009, Puradyn reported a net loss of $533,743 on net sales of $398,345 for the three months ended September 30, 2009, compared with a net loss of $670,293 on net sales of $597,398 for the same period of 2008. At September 30, 2009, the Company's consolidated balance sheets showed $1,640,816 in total assets and $7,174,089 in total liabilities, resulting in a $5,533,273 stockholders' deficit. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $1,459,292 in total current assets available to pay $1,645,698 in total current liabilities. On March 25, 2010, Puradyn's President and Chief Operating Officer Kevin G. Kroger said the Company continues to make progress in several areas including research and development. According to Mr. Kroger, "As we have mentioned in previous releases, during the past two-year period of economic uncertainty, a number of our customers chose to delay ordering and implementing installation programs. However, the company has made progress on a number of different fronts: -- Increased Activity in South and Central America. Over the past 6 months we have received orders from Colombia and Peru for approximately 600 systems for a variety of applications using Volvo or Mercedes Benz engines and Allison or Voith transmissions. -- Increased activity in the open pit mining industry for large haul trucks carrying upwards of 250 tons of material from the mine face. Most of these trucks operate 24/7 making downtime extremely expensive. These trucks will require our largest 240 system along with replacement filter elements every 300 hours. A simple replacement filter change (instead of an oil change) can be done on location without shutting down the engine. Oil analysis reports have shown an increase in the average hours on oil from 250 to 625 hours. -- We have extended retrofit programs with domestic and international oil services companies. The majority of the targeted equipment will require our largest TF-240 models, designed to work with large capacity oil sumps of up to 300 quarts for engine applications and up to 1,000 gallons for hydraulic applications. Together with one of the largest companies, we have designed a manifold allowing up to 3 of our 240s to be applied to engines using up to 900 quarts of oil. These large engines, for the most part, are used on offshore rigs where the cost of an oil change is significantly high. -- In December 2009, the Company again renewed its Quality Standard ISO 9001:2000 certification. The Company also filed these patent applications: -- A technologically advanced engine-mounted full-flow filter/micro-fine bypass filter system with smart sensor capability not available from any other competitive device. This filter is designed to enhance the effectiveness of CGP(R) used to control soot loading and increase control over the replenishment rate of additive. The filter is configurable for a number of special need applications, i.e., to meet specific ISO cleanliness codes or to apply specific replenishment additives on a condition basis when coupled with a smart sensor. -- A cost-effective, high performance filter cartridge and filter vessel series addressing pressurized hydraulic and closed lubrication system for the mining industry, automatic transmissions in transit applications, and natural gas vehicles with international trials completed. The patent combines the ability to remove water, replenish additives, remove contaminants and provide ISO particle cleanliness in a compact small-footprint system." Mr. Kroger concluded, "Our work and expansion in the oil field service and the open mining industry have opened extensive opportunities for the application of our larger TF-240 models and filter elements, which is rapidly beginning to dominate our manufacturing production. The addition of our new patent applications lays the groundwork for expanding Puradyn's position in the fluid filtration industry and provides the products that will be required to secure our company's future. "The progress we make throughout our organization now ensures our company will stand ready to assist all industries as they undertake oil maintenance programs to guarantee significant cost savings; and conservation of valuable and irreplaceable natural resources." Going Concern Doubt The Company has incurred net losses each year since inception and has relied on the sale of its stock from time to time and loans from third parties and from related parties to fund its operations. These recurring operating losses, liabilities exceeding assets and the reliance on cash inflows from an institutional investor and current stockholder have led the Company's independent registered accounting firm Webb & Company, P.A. to include a statement in its audit report relating to the Company's audited consolidated financial statements for the year ended December 31, 2008, expressing substantial doubt about the Company's ability to continue as a going concern. About Puradyn Filter Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc. (OTC BB: PFTI) -- http://www.puradyn.com/ -- designs, manufactures and markets the puraDYN(R) Oil Filtration System, a bypass oil filtration product. RATHGIBSON INC: Court Approves Bonus Plan for 135 Employees ----------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court signed an order authorizing RathGibson to make incentive bonus payments to 135 non insider employees located in the Company's Janesville, Wisconsin facility. According to documents filed with the Court, the Company anticipates an aggregate payout for fiscal year 2011 of $800,000 at maximum performance levels, $667,000 at target, or $200,000 at budget performance. 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. RATHGIBSON INC: Sets May 21 Plan Confirmation Hearing ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that RathGibson Inc. received approval of the disclosure statement explaining its Chapter 11 plan. The Debtor will now present the Plan for confirmation at a hearing on May 21. According to the report, the bankruptcy judge previously scheduled a May 19 auction where the first bid of $93 million cash will come from a group including some of the existing secured lenders and holders of 70% of the $209.5 million in 11.25% unsecured notes. The sale finances the plan that is built around a settlement with creditor groups. The original plan was negotiated with holders of 73% of the senior unsecured notes before the Chapter 11 filing in July. About RathGibson Inc. 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. RECTICEL NA: Obtains Plan Confirmation After Modifying Contracts ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Recticel North America Inc. and affiliate Recticel Interiors North America LLC won approval of their reorganization plan when the bankruptcy judge signed a confirmation order on April 9. All creditors are expected to recover 100% recovery on their claims pursuant to the plan. However, general unsecured creditors of Recticel N.A. and Recticel Interiors N.A. are still considered as impaired voted on the Plan because they would not receive any interest on their claims. Secured claims would receive "payment in full in cash, delivery of the respective secured creditor's collateral, or other treatment that renders the claim unimpaired," all priority and unsecured claims would be paid in full in cash, and intercompany loans and equity interests would be retained. Prior to the Chapter 11 filing, Recticel NA and Recticel Interiors were unable to renegotiate supply contracts with Johnson Controls Inc. and Inteva Products LLC, Recticel Interiors' two largest customers. Combined, the two customers comprised roughly 80% of Recticel Interiors NA's sales (both are tier one suppliers to Mercedes-Benz). Subsequently, Recticel reached postpetition settlements with both Johnson Controls and Inteva Products. Recticel Interiors also reached a settlement with a third customer, Consolidated Metco, Inc., after seeking to reject its contract. About Recticel North America Brussels-based Recticel SA (NYSE Euronext: REC) --- http://www.recticel.com/-- makes and sells foam filling for automobiles. Two units of Recticel -- Recticel North America, Inc., and Recticel Interiors North America, LLC -- filed for Chapter 11 on Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411). RINA makes and sell interior trim for cars in the United States and RUNA operates in the manufacture of Colo-fast light-stable polyurethane compounds, which are used by RINA. RINA and RUNA have 250 employees. Together, the Auburn Hills, Michigan-based companies reported revenue of $69.6 million in 2008 and $28.3 million for the first nine months of 2009. Combined assets are $13.9 million, with combined debt totaling $105.9 million. The case is In re Recticel North America Inc., 09-73411, U.S. Bankruptcy Court, Eastern District Michigan (Detroit). REGENT COMMUNICATIONS: Court Confirms Plan of Reorganization ------------------------------------------------------------ Regent Communications, Inc., disclosed that the United States Bankruptcy Court for the District of Delaware has confirmed the Company's Plan of Reorganization. "The reorganization plan will allow Regent Communications to emerge from Chapter 11, after only sixty days, with the financial flexibility necessary to ensure the continued pursuit of our strategic objectives," said Bill Stakelin, Regent's President and CEO. "This new capital structure will allow us to continue to invest in our operations and maximize our growth potential in the recovering advertising marketplace." Regent Communications expects its Plan to become effective on or about April 27, 2010, once all closing conditions have been met. All outstanding shares of the Company's common stock will be extinguished on the Plan's effective date. As provided in the Plan, the Company expects that stockholders of record holding shares on that date will receive a distribution of approximately $0.128 per share by early to mid May. On March 1, 2010, Regent Communications and its subsidiaries filed voluntary joint petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. About Regent Communications Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is a radio broadcasting company that acquires, develops, and operates radio stations. There are 47 subsidiary entities with 62 radio stations in markets in Colorado, Illinois, Indiana, Kentucky, Louisiana, Michigan, Minnesota, New York, and Texas. Regent Communications focuses on radio stations in mid-sized market that are diversified in terms of geographic location, target demographics and format in order to minimize the effects of downturns in specific markets and changes in format preferences. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Delaware Case No. 10-10632). Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, assists the Company in its restructuring effort. As of January 31, 2010, the Company had $166,506,000 in assets and $211,282,000 in liabilities. RONSON CORP: Delays Filing of 2009 Annual Report on Form 10-K ------------------------------------------------------------- RCLC, Inc., formerly Ronson Corporation, failed to file its annual report on Form 10-K for the year ended December 31, 2009, by the March 31 deadline. Daryl K. Holcomb, RCLC's Vice President and Chief Financial Officer, said the Company has determined that additional time is required to finalize its Annual Report on Form 10-K for its fiscal year ended December 31, 2009, and the financial statements included therein. Despite diligent efforts, the work necessary to complete the Form 10-K could not be accomplished in sufficient time to permit the filing on the due date of March 31 without unreasonable effort and expense. The Company disclosed on February 1, 2010, it held a Special Meeting of Shareholders for, among other things, the approval of two asset sale transactions and, at the meeting, received shareholder approval for the two transactions. Subsequently, one transaction, the Company's sale of its consumer products business, closed on February 2, 2010, and the second transaction, the Company's sale of its aviation services business, is expected to close shortly. Ms. Holcomb says the Special Meeting of Shareholders and the two sale transactions have required the expenditure of significant time and effort by management and have diverted management's attention from the general operations of the Company. Additionally, in recent months the Company has reduced personnel, further impacting our ability to address routine matters such as periodic filing obligations, in addition to the extraordinary sale transactions being effected. For these reasons, as previously indicated, despite diligent efforts the Form 10-K could not be completed for the March 31, 2010 filing date. Ms. Holcomb also relates that as the Company has disclosed to date in its reports pursuant to the Securities Exchange Act of 1934, net losses in the most recently completed fiscal year ended December 31, 2009, have been significantly greater than the losses reported in the prior fiscal year ended December 31, 2008. The Company is not yet in a position to estimate the results for the most recently completed full fiscal year ended December 31, 2009, as a consequence of the matters set forth in Part III of this Form 12b-25. About Ronson Corporation Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- is the parent company of three operating units: Ronson Aviation, Inc., an aircraft fueling and servicing company; Ronson Consumer Products Corp., a maker and distributor of Ronsonol lighter fluid and various other lighter accessories; and Ronson Corporation of Canada Ltd., which markets the company's products throughout Canada. The company is engaged in a series of asset sales as a condition of a forbearance agreement with its primary lender Wells Fargo Bank, NA. At September 30, 2009, the Company had $15,333,000 in total assets against total current liabilities of $16,516,000, long-term debt of $13,000, other long-term liabilities of $1,724,000, and other long-term liabilities of discontinued operations of $494,000, resulting in $3,414,000 in stockholders' deficiency. At September 30, 2009, the Company had both a deficiency in working capital and a stockholders' deficit. In addition, the Company was in violation of certain provisions of certain short- term and long-term debt covenants at September 30, 2009 and December 31, 2008. The Company's losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations, as well as existing events of default under its credit facilities and mortgage loans, raise substantial doubt about its ability to continue as a going concern. SANSWIRE CORP: Rosen Seymour Raises Going Concern Doubt ------------------------------------------------------- Sanswire Corp. filed on April 5, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Rosen Seymour Shapss Martin & Company LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. The Company reported a net loss of $9.4 million on $0 revenue for 2009, compared to a net loss of $4.6 million on $0 revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $3.7 million in assets and $17.7 million of debts, for a stockholders' deficit of $14.0 million. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?5fea Aventura, Fla.-based Sanswire Corp. is focused on the design, construction and marketing of various aerial vehicles most of which would be capable of carrying payloads that provide persistent surveillance and security solutions at various altitudes. The airships and auxiliary products are intended for end users that include military, defense and government-related entities. SBA TELECOMMUNICATIONS: Moody's Cuts Ratings on Sr. Notes to 'Ba3' ------------------------------------------------------------------ Moody's Investors Service downgraded its senior unsecured note ratings for SBA Telecommunications, Inc., an indirect wholly-owned subsidiary of SBA Communications Corp., to Ba3 from Ba2, based on worsening Loss Given Default expectations given the addition of new debt in SBAC's capital structure that ranks above the SBAT senior unsecured notes. The new debt includes a $500 million senior secured revolving credit facility and the $1.23 billion securitization issue, which combined resulted in a net increase of about $300 million in outstanding debt. Proforma for the securitization financing, the company's financial leverage (Moody's adjusted Debt/EBITDA, including capitalized operating leases) rises to about 8.7x, from 7.9x at year-end 2009. However, Moody's believes that based on expected EBITDA growth, adjusted leverage should fall to less than 7.5x by the end of 2010, which is roughly in-line with Moody's previous expectations. Hence, the Ba3 corporate family and probability of default ratings were affirmed. As part of the rating actions, Moody's also affirmed the company's SGL-1 speculative grade liquidity rating, indicating very good short-term liquidity given solid cash balances and healthy internal cash flow generation as forecast. Downgrades: Issuer: SBA Telecommunications, Inc. -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3, LGD4, 59% from Ba2, LGD2, 27% SBAC's Ba3 CFR reflects the company's high debt load and leverage relative to peers, which is due in large part to debt-financed acquisitions, and somewhat to the company's previous shareholder- friendly activities through 2008. The rating does consider the company's scale as well as the stability of much of its revenues and cash flow generation, which are predominantly derived from contractual relationships with the largest wireless operators in the U.S. Moody's believes that the fundamentals of the wireless tower sector are likely to remain favorable through the next several years. SBAC's demonstrated strong earnings and cash flow momentum enabled it to maintain a consistent leverage profile even as it has now added about $300 million of new debt, proforma for the recent securitization issuance. Finally, the rating reflects Moody's view that SBAC will likely remain acquisitive over the rating horizon, and that it will target adjusted Debt/EBITDA leverage of between 7.0x and 8.0x. The SGL-1 liquidity rating reflects Moody's view that pro-forma for the $1.23 billion securitization offering, SBAC will have very good liquidity characterized by solid operating cash flow, high cash balances, and full access to its $500 million revolver, with no near term debt amortization requirements. Moody's most recent rating action on SBAC and SBAT was on July 20, 2009, at which time Moody's assigned a Ba2 rating to the company's new senior unsecured notes. Based in Boca Raton, FL, SBAC is a wireless tower operator. SIX FLAGS: Files Revised Credit Agreements for Plan --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Six Flags Inc., which is scheduled to present its revised reorganization plan for confirmation on April 28, submitted revised first- and second-lien credit agreements yesterday, along with a revised incentive plan for managers. The amended plan was filed April 2 to implement the settlement announced in bankruptcy court on March 19. 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). SMURFIT-STONE: Facing Objections to Plan Confirmation ----------------------------------------------------- Smurfit-Stone Container Corp. is facing opposition to the confirmation of its Chapter 11 plan from numerous stakeholders, including Dow Chemical Co., the U.S. trustee, noteholders and equity holders. Aurelius Capital Management LP and Columbus Hill Capital Management L.P., managers of certain funds that are beneficial holders of certain notes, assert that the Debtors' Chapter 11 Plan of Reorganization fails to satisfy the standards for confirmation under the Bankruptcy Code because it: * was not proposed in good faith as required by Section 1129(a)(3) of the Bankruptcy Code; * does not meet the "best interests" test of Section 1129(a)(7) of the Bankruptcy Code as to Debtor Stone Container Finance Company of Canada II's creditors; * inappropriately limits the recoveries on direct claims against Finance II to recoveries on a certain "Wind-up Claim" rather than permitting the direct claims to recover from all assets of Finance II; and * violates the "Absolute Priority Rule" because the sale of the Debtors' Canadian assets allows the Debtors to effectively retain equity interest in the assets without paying creditors in full. Manufacturers and Traders Trust Company, solely as indenture trustee for the 7.375% Senior Notes due July 15, 2014, issued by Stone Container Finance Company of Canada II and guaranteed by Smurfit-Stone Container Enterprises, Inc., asks the Court not to confirm the Debtors' Chapter 11 Plan of Reorganization because the Debtors are attempting to improperly alter or impair the rights of Stone FinCo II against SSCE and SSC Canada under the Plan. It assets that because of the nature of the issuance of the 7.375% Senior Notes and the structure of the transaction, there are multiple avenues of recovery that will benefit the 7.375% Senior Noteholders, which include: -- a direct claim against Debtor Stone FinCo II; -- a direct claim on a guaranty against Debtor SSCE; -- a claim held by Stone FinCo II against Debtor SSCE whereby SSCE is required under Canadian law to make contributions to Stone FinCo II in an amount sufficient to satisfy all of Stone FinCo II's debts and obligations; and -- a claim held by Stone FinCo II against Debtor SSC Canada regarding an intercompany loan. Roberta A. DeAngelis, the United States Trustee for Region 3, asks the Court not to confirm the Debtors' Chapter 11 Plan of Reorganization because: (a) the release provisions in a section of the Plan and a certain exculpation clause in the Plan are overbroad and grant full releases for certain parties that had no connection, nor provided any contribution to the Chapter 11 cases; and (b) certain miscellaneous Plan sections are in violation of various provisions of the Bankruptcy Code. Missoula Area Economic Development Corporation, noted that the Plan fails to provisions for the sale of Smurfit's Frenchtown plant in Missoula, Montana and does not explain what, if any (a) environmental impact the continued idle state of the plant may cause, including the build up of residual wood material in the surrounding area, (b) responsibility the Debtors will take for any problems, or (c) reserve of funds will be established to remediate any problems. The Dallas County, El Paso, Gregg County, Harris County, Smith County, Sulphur Springs, Sulphur Springs ISD, and Tarrant County, political subdivisions of the state of Texas, authorized to assess and collect taxes, object to the impaired treatment of their ad valorem tax claims under the Plan. Mark W. Mayer, Larry C. Welsh and Brandi Young -- the "ERISA Objectors" -- individually, and on behalf of the Smurfit-Stone Container Corporation Savings Plan, the Jefferson Smurfit Corporation Hourly Savings Plan, The Smurfit-Stone Container Corporation Hourly Savings Plan, and the St. Laurent Paperboard Hourly Savings Plan, and all others similarly situated, on whose behalf the ERISA Objectors have asserted claims against Smurfit Stone Container Corporation and Smurfit Stone Container Enterprises Inc., filed proof of claims against both SSCC and SSCE asserting claims under ERISA in an amount up to $100 million. The ERISA Objectors object to their claims against SSSC getting no distribution. PPL EnergyPlus LLC timely filed a proof of claim for $7,528,856 in damages, plus attorneys' fees and interest, based on the Debtors' rejection of a supply contract. It complains that the Plan contains conflicting provisions regarding the timing of distributions to holders of disputed claims. The CIT Group/Equipment Financing, Inc., is a secured creditor of Debtor Calpine Corrugated LLC pursuant to a certain amended and restated credit agreement. Calpine's obligations under the Credit Agreement are guaranteed by Debtor Smurfit-Stone Container Enterprises, Inc. Accordingly, CIT holds an allowed unsecured claim against SSCE on account of its guarantee of Calpine's obligations under the Credit Agreement. CIT Group asserts it is entitled to interest at the post default rate after Calpine defaulted under the Credit Agreement on February 1, 2009. CIT Notes the Plan does not provide for Calpine's payment of Default Interest to CIT and, thus, fails to treat CIT's claim fairly and equitably. Bond Safeguard Insurance Co. and Lexon Insurance Co. are sureties on certain performance bonds, license and permit bonds, financial guaranty bonds and other surety bonds executed on behalf of the Debtors as principal on various projects and obligations. Bond and Lexon complain that the Plan is devoid of any explanation as to the Debtors' intentions or treatment of the outstanding surety bonds. Catalyst Paper, Inc. provided services to the Debtors before the Petition Date on credit, which, according to Catalyst, the Debtors have not fully paid. Catalyst filed Claim No. 11389 against the Debtors for $7,016,691, of which $7,012,000, according to Catalyst, is entitled to priority pursuant to Section 507(a)(2) of the Bankruptcy Code. Catalyst says failure to provide for payment of its administrative expense priority claim acts as a bar to the Court's confirmation of the Plan. The Montana Department of Revenue has a priority tax claim against the Debtors for $1,220,584 in addition to $180,937 in unsecured, non-priority penalties for a total claim of $1,401,485. According to Lynn Hamilton Butler, Esq., at Brown McCarroll LLP, in Austin, Texas -- lbutler@mailbmc.com -- Montana DOR objects to confirmation of the Debtors' Chapter 11 Plan of Reorganization because it, among other things, fails to contain post-confirmation default provisions. Fort Worth ISD, Arlington ISD, and Eagle Mountain-Saginaw ISD submitted to the Court their objection to the Debtors' Chapter 11 Plan of Reorganization. FWISD, et al. are fully secured ad valorem tax creditors of the Debtors and hold first priority perfected liens against certain property of the Debtors' estate. According to Elizabeth Banda Calvo, Esq., at Perdue Brandon Fielder Collins & Mott LLP, in Arlington, Texas -- ebcalvo@pbfcm.com -- FWISD, et al. object to confirmation of the Plan to the extent that it, among other things, treats their claims as anything other than secured claims. The United States, on behalf of the United States Department of Agriculture Forest Service, the Defense Commissary Agency, and the United States Postal Service, and Small Business Administration objects to the confirmation of the Debtors' Chapter 11 Plan of Reorganization. DeCA has a general unsecured claim against Debtor Smurfit- Stone Container Enterprises for $30,302 and an administrative expense claim of $3,523. USPS filed a general unsecured claim against SSCE for $13,421. The Small Business Administration filed a secured claim for $438,565, which is secured by a mortgage on two parcels of land in St. Charles, Illinois. The U.S. opposes a section of the Plan that enjoins any person holding a claim from setting off against or otherwise recouping in any manner, directly or indirectly, any amount against any liability or obligation that is discharged. The state of Oregon, acting through the Oregon Department of Fish and Wildlife, filed Claim No. 5353 for $113,323 in unreimbursed natural resource damage assessment costs attributable to a certain property known as the Portland Harbor Superfund site. According to Carolyn G. Wade, Esq., the senior assistant attorney general of the Oregon Department of Justice, the Debtors' Chapter 11 Plan of Reorganization attempts to avoid the effect of Section 502(a) of the Bankruptcy Code, which provides that a claim filed under Section 501 of the Bankruptcy Code is deemed allowed, unless a party-in-interest objects. Certain clients of Baron & Budd P.C. with claims against Debtor Smurfit-Stone Container Enterprises, Inc. arising from personal injuries, ask the Court to deny confirmation of the Debtors' Chapter 11 Plan of Reorganization. "The Baron & Budd Claimants are the direct object of unfair treatment and have not consented to being treated less favorably than the holders of the Prepetition Noteholder Claims and the Industrial Revenue Bond Claims. Accordingly, the Plan discriminates unfairly and is not confirmable," the counsel asserts. Pursuant to a certain loan and security agreement, Union Bank of California made available to debtor Calpine Corrugated LLC a revolving line of credit with a $12 million maximum amount for working capital purposes. UBC objects to confirmation of the Plan because it fails to provide for the payment in full of all Obligations while proposing to strip UBC of all Prepetition Liens and Adequate Protection Liens. Caterpillar Financial Services Corporation holds a perfected lien for certain pieces of equipment that CAT Financial leased to the Debtors. CAT Financial objects to the entry of an order confirming the Plan to the extent that it (a) provides for the assumption of the Leases by the Debtors without paying the Cure Amount in full on the Effective Date, (b) affects CAT Financial's interests in the Equipment and (c) fails to fund the SSCE Distribution Reserve in an amount acceptable to CAT Financial on account of (i) any disputed portion of a general unsecured claim of CAT Financial or (ii) damages relating to rejection of any Lease. The Dow Chemical Company and Rohm and Haas Canada LP ask the Court not to confirm the Debtors' Chapter 11 Plan of Reorganization. Before the Petition Date, the Debtors purchased various products from TDCC and ROH Canada on both a contractual and spot basis and continue to purchase the products on credit postpetition. Although a Chapter 11 plan of reorganization may provide for the assumption, assignment or rejection of executory contracts pursuant to Section 1123(b)(2) of the Bankruptcy Code, the ability is subject to the provisions of Section 365 of the Bankruptcy Code, Dow's counsel points out. By deeming certain executory contracts to be assumed and ratified upon the occurrence of the effective Date of the Plan, the Plan violates Section 365(d)(2), which provides in pertinent part that executory contracts may be assumed or rejected at any time before the plan is confirmed, the counsel asserts. California Self-Insurers' Security Fund asserts that the Debtors' Chapter 11 Plan of Reorganization does not meet the requirements of Section 1129 of the Bankruptcy Code. Lee Harrington, Esq., at Nixon Peabody LLP, in Boston, Massachusetts -- lharrington@nixonpeabody.com -- argues that the Plan should not be confirmed in its current form because the Debtors have failed to account for a $900,000 post-confirmation obligation that must be satisfied in order for the Debtors to continue self-insuring in California. The County of Ontonagon, Township of Ontonagon, and Village of Ontonagon ask the Court to deny confirmation of the Debtors' Chapter 11 Plan of Reorganization. James R. Jessup, Esq., Ontonagon's prosecuting attorney, relates that the Debtors have closed their facilities in Ontonagon, Michigan and Missoula, Montana and are reportedly planning on closing four more facilities in 2010. He points out that the Plan does not indicate how the Facilities are going to be utilized or in any fashion advise as to their value to the estate. U.S. Bank Trust National Association, as indenture trustee for certain utility system bonds, asks the Court not to confirm the Debtors' Chapter 11 Plan of Reorganization. Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo P.C., in Boston, Massachusetts -- dsbleck@mintz.com -- tells the Court that the Debtors, U.S. Bank, and the Village of Hodge, Louisiana have an agreement that settles all the Parties' disputes concerning certain utility system revenue bonds and a certain utility contract between the Debtors and the Village. Mr. Bleck notes that if the Settlement Agreement is approved by the Court prior to confirmation of the Plan, and all of the conditions of the Settlement Agreement occur as provided in the Settlement Agreement, U.S. Bank's Confirmation Objection may be considered moot. Holders of Smurfit-Stone Container Corporation common stock notified the Court of their objection regarding the cancellation of the company common stock pursuant to the Debtors' Chapter 11 Plan of Reorganization. The Common Stockholders opposed the cancellation because: * the Debtors' assets exceed their debts; * cancellation of the shares is inequitable in that the Debtors will not receive a substantial benefit; and * the Debtors are fully solvent as evidenced by their ability to obtain financing and to continue operations undisturbed. The Chapter 11 Plan Under the Plan, holders of up to $3.1 billion in unsecured claims against the operating companies are to receive the new common stock worth up to 71% of their claims. Secured creditors owed $969 million are to be paid in full in cash or new debt. Secured creditor CIT Group Inc. is to be paid fully on the $34.9 million it's owed. Unsecured creditors of the holding company owed $11.2 million are to receive nothing A copy of the latest version of the Disclosure Statement is available for free at: http://bankrupt.com/misc/SmrftLtstDS.pdf A copy of the latest version of the Plan is available for free at http://bankrupt.com/misc/SmrftLtstPlan.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Proposes to Enter Into Exit ABL Revolving Facility ----------------------------------------------------------------- TOUSA Inc. and its units seek the Court's approval to (a) enter into a Senior Secured ABL Revolving Exit Facility, and (b) execute and perform all obligations under that certain credit agreement, and any related credit facility agreement with: -- Deutsche Bank AG New York Branch; -- Deutsche Bank Securities Inc.; -- JPMorgan Chase Bank, N.A.; -- J.P. Morgan Securities Inc.; -- General Electric Capital Corporation; -- GE Capital Markets, Inc.; -- Bank of America, N.A.; -- Banc of America Securities LLC; and -- Wells Fargo Capital Financing LLC; -- The Bank of Nova Scotia; and -- Regions Bank and certain other financial institutions that from time to time become lenders under the ABL Facility; and (c) approving as an administrative expense claim against Smurfit-Stone Container Corporation, Smurfit-Stone Container Enterprises, Inc., and the other borrowers under the ABL Facility any indemnification, cost reimbursement and fee obligations accruing or payable on or prior to the date upon which all of the conditions specified in the Credit Agreement are satisfied. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois -- jconlan@sidley.com -- notes that a key element of the restructuring contemplated by the Debtors' Chapter 11 Plan of Reorganization is the availability of exit financing that provides sufficient funding for the Debtors to meet their cash obligations under the Plan, and for the reorganized Debtors to have sufficient working capital for their business operations and general corporate purposes. The Plan provides that certain of the Debtors will enter into definitive documentation for their exit financing on or prior to the effective date of the Plan. In that regard, Mr. Conlan says that certain Debtors have already executed the credit agreement for their $1.2 billion exit Term Loan Facility, previously authorized by the Court. The Debtors previously sought and obtained authority to enter into the ABL Facility Commitment Documents, which constituted the first step in arranging the Debtors' $650,000,000 ABL Facility. The Debtors also filed, as an exhibit, the Commitment Letter and a Summary of Terms and Conditions which set forth the proposed terms and conditions of the ABL Facility. Upon execution of the ABL Facility Commitment Documents, DBNY, JPMCB, GECC, BOA, Wells Fargo, Scotia and Regions committed to financing the $650,000,000 ABL Facility. The Debtors stated in the ABL Facility Commitment Motion that they would separately seek the Court's authority to enter into definitive documentation for the ABL Facility. Mr. Conlan tells the Court that the Debtors and the Agents have negotiated a comprehensive credit agreement in good faith based on the terms and conditions provided for in the Term Sheet. He notes that the Credit Agreement is in substantially final form. A copy is available for free at: http://bankrupt.com/misc/SmrftCredAgrmtExit.pdf The Credit Agreement provides for the $650,000,000 ABL Facility, consisting of a $550 million U.S. Facility and a $100 million Canadian Facility, that the Debtors will use, together with cash on hand, to satisfy certain obligations under the Plan and for general corporate purposes and working capital needs. The Credit Agreement provides that it and the rights and obligations of the parties thereunder will become effective after the Court's approval, the execution of agreement by relevant parties, and satisfaction of all of the conditions the Credit Agreement specifies. However, the obligations of the Lenders to actually make loans and issue letters of credit under the Credit Agreement will not be effective until the "Funding Date," which is the date upon which all of the conditions specified in the Credit Agreement are satisfied and is anticipated to be the effective date of the Plan. The Credit Agreement provides that the Debtors will pay the fees payable to the Agents. Mr. Conlan notes that while the Joint Fee Letter and the Agent Fee Letter were filed under seal pursuant to the ABL Facility Commitment Order, the Debtors agreed to disclose an aggregate amount of the fees, costs and expenses related to the ABL Facility upon seeking authority to enter into a definitive credit agreement. Mr. Conlan discloses that the estimated aggregate amount of fees and expenses payable by the Debtors in connection with the ABL Facility is approximately $25,000,000, which includes fees and expenses in respect of (i) the Arrangement and Commitment Fees, (ii) counsel for the Agents and for the Debtors, (iii) financial advisors for the Debtors, (iv) out-of-pocket costs for the Agents, (v) Intra-Links and (vi) other miscellaneous expenses. The Credit Agreement provides that any fees, expenses, indemnities or other amounts set forth in the Credit Agreement accruing or payable on or prior to the Funding Date will be treated as administrative expense claims against SSCC, SSCE and the other borrowers under the ABL Facility. Mr. Conlan contends that the Debtors have negotiated the terms of the Credit Agreement in good faith and at arm's-length with the Agents after considering several potential options for exit financing and after receiving authority to enter into the ABL Facility Commitment Documents in the ABL Facility Commitment Order. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Establishes SSCE Distribution Reserve ---------------------------------------------------- Pursuant to their Chapter 11 Plan of Reorganization, Tousa Inc. and its units Debtors notify parties-in-interest that they are establishing an "SSCE Distribution Reserve." By establishing the Reserve, the Debtors are required to file a notice if the proposed reserve amount for any disputed claim is less than the amount of a filed proof of claim. Accordingly, the Debtors submitted to the Court these lists: List of Holders of Disputed Claims: http://bankrupt.com/misc/ResAmExA.pdf List of Unliquidated Claims: http://bankrupt.com/misc/ResAmExB.pdf List of Counterparties to Contracts: http://bankrupt.com/misc/ResAmExC.pdf Parties Objects Seventeen parties submitted responses to the Debtors' Notice. The Parties argue that the Debtors are trying to reduce the amounts of their claims without explanation. The Parties assert that they are entitled to the full amounts. The Parties are: -- Realty Southwest Limited Partnership; -- William G. Fields; -- The Operating Industries Steering Committee; -- Teamsters District Council No. 2; -- Florida Self-Insurers Guaranty Association; -- Allan Dean Doty; -- The State of Montana Department of Environmental Quality; -- Caterpillar Financial Services Corporation; -- Ohio Environmental Protection Agency; -- Blue Heron Paper Company; -- The State of California; -- PPL EnergyPlus LLC; -- Edward Trachtenberg; -- Motion Industries, Inc.; -- William Baca; -- Edward and Jill Hartzheim and Continental Western Insurance Co.; and -- certain clients of Baron & Budd P.C. who have personal injury claims against Debtor Smurfit Stone Container Enterprises, Inc. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SPRINT NEXTEL: Files Supplement to Stock Option Exchange Program ---------------------------------------------------------------- Sprint Nextel Corp. filed with the Securities and Exchange Commission a supplemental information to its Stock Option Exchange Program. "Based on questions received since the announcement of the Proposed Stock Option Exchange Program and publication of FAQs on March 29, we are publishing this Supplement to address commonly asked questions," Sprint Nextel said. Most questions are already answered in the published materials and any additional questions can be sent to StockOptions@Sprint.com. If the Stock Option Exchange Program is approved and commenced, additional materials will be published at a later time. Sprint Nextel anticipates that the Option Exchange Program would be open to all U.S. employees of Sprint Nextel and its wholly owned subsidiaries, except Sprint's most senior leadership team listed as the "named executive officers" in Sprint's 2010 proxy statement, who: -- remain employed at Sprint through the grant date of the new options, and -- hold eligible stock options. Because Clearwire is not a wholly owned subsidiary of Sprint, employees of Clearwire who hold outstanding Sprint stock options would not be eligible. In addition, former Sprint employees who are now employees of an outsourcing vendor (e.g., Ericsson) or who are receiving salary separation pay from Sprint would not be eligible as they are not currently Sprint employees. Employees on a leave of absence would be eligible to participate in the Option Exchange Program and would be provided all applicable information even if they do not have access to their Sprint e-mail account while on leave. The Option Exchange Program would not be open to Board members. The Option Exchange Program has not yet commenced. Sprint will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission upon the commencement of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. Sprint shareholders and option holders will be able to obtain the written materials and other documents filed by Sprint with the SEC free of charge from the SEC's Web site at http://www.sec.gov/ In addition, shareholders and option holders may obtain free copies of the documents filed by Sprint with the SEC by directing a written request to: Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, KS 66215 Attention: Investor Relations About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of December 31, 2009, the Company had $55.424 billion in total assets against $37.329 billion in total liabilities. The December 31 balance sheet showed strained liquidity: as of December 31, 2009, the Company had $8.593 billion in total current assets against $6.785 billion in total current liabilities. Sprint has posted a net loss for three consecutive years -- reporting a net loss of $2.436 billion in 2009 from a net loss of $29.444 billion in 2007 and $2.796 billion in 2008. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating and Standard & Poor's Ratings Services' BB issuer credit rating. TAMARACK RESORT: Court Converts Chapter 7 Case to Chapter 11 ------------------------------------------------------------ Bankruptcy Judge Terry Myers, in an order signed on April 9, converted Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization, according to American Bankruptcy Institute. The bankruptcy judge had written a March 17 opinion granting a request by three creditors to put Tamarack Resort LLC to involuntary Chapter 7 bankruptcy. Tamarack conceded that it wasn't paying debts as they mature, the principal requirement for being tossed into bankruptcy involuntarily. Instead, Tamarack argued that there weren't the three required petitioning creditors with undisputed claims. The bankruptcy judge, however, found three creditors with undisputed claims and granted the petition to put Tamarack into involuntary bankruptcy. A Chapter 7 trustee will be appointed to liquidate the assets. Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. TESORO CORP: S&P Gives Negative Outlook; Affirms 'BB+' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on independent refiner Tesoro Corp. to negative from stable. At the same time, S&P affirmed its ratings on the company, including the 'BB+' corporate credit rating. As of Dec. 31, 2009, San Antonio, Texas-based Tesoro Corp. had $3.1 billion in debt, adjusted for operating leases, accrued interest and asset retirement and postretirement obligations. "The negative outlook reflects Tesoro's weak performance through 2009, and S&P's expectations that 2010 performance will remain poor," said Standard & Poor's credit analyst Aniki Saha- Yannopoulos. Refining industry conditions are challenging, with weak refining margins, narrow crude oil differentials, and currently weak industry utilization. Industry profitability has also been pressured by new refining capacity that has come on-line both in the U.S. and globally. Even though S&P's ratings incorporate the extreme volatility of the refining industry, the current downturn is longer and deeper than expected. There is also uncertainty as to when the economy and, concurrently, demand for refined products will recover. S&P does note, however, that S&P expects Tesoro's assets to outperform other refineries when the industry improves due to their asset quality and market positions. The ratings on Tesoro are based on a satisfactory business risk profile that reflects the company's strong asset quality, its ability to process cheaper crude oil grades, and traditionally favorable characteristics of its the West Coast and Mid-Continent market. Nevertheless, the ratings also encompass Tesoro's position in the extremely volatile and erratically profitable refining industry, current refining margins and narrow oil quality differentials, and considerable fixed costs. As of Dec. 31, 2009, Tesoro has $3.1 billion of adjusted debt. The company's book debt was $1.84 billion. The negative outlook reflects Tesoro's reduced profitability and hence weak financial metrics; it also incorporates the uncertainty as to when the economy will recover. S&P would consider an outlook revision to stable if there is strong proof of economic recovery and concurrently an improvement of refining industry conditions. Conversely, after reassessing the market conditions especially after the third quarter, if S&P feel that the current trough will continue for a prolonged period S&P will consider a downgrade. S&P would also consider a downgrade if total liquidity worsens below $500 million with no expectations of improving operating conditions. THOMAS SCHULTHEIS: Court Sets June 30 as Claims Bar Date -------------------------------------------------------- The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the Central District of California has established June 30, 2010, as the last day for any individual or entity to file proofs of claim against Thomas K. Schultheis and Toni L. Schultheis. Santa Barbara, California-based Thomas K. Schultheis and Toni L. Schultheis filed for Chapter 11 on November 25, 2009 (Case C.D. Calif. No. 09-14964). The Debtors say they do not have unsecured creditors who are non-insiders. In their petition, the Debtors listed assets and debts both ranging from $10,000,001 to $50,000,000. According to the schedules, the Debtor has assets of $34,888,100, and total debts of $10,450,000. TIBURON VIEW: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Tiburon View Apartments, LP 16895 Oakmont Drive Omaha, NE 68136 Bankruptcy Case No.: 10-81025 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Judge: Not Available Debtor's Counsel: J.P. Sam King, Esq. McGill, Gotsdiner, Workman & Lepp, P.C. 11404 West Dodge Road, Suite 500 Omaha, NE 68154 Tel: (402) 492-9200 Fax: (402) 492-9222 E-mail: samking@mgwl.com Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by Todd Fisher, General Partner. TRIBURON POINTE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Tiburon Pointe Apartments, L.L.C., Debtor 16895 Oakmont Drive Omaha, NE 68136 Bankruptcy Case No.: 10-81026 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Judge: Not Available Debtor's Counsel: J.P. Sam King, Esq. McGill, Gotsdiner, Workman & Lepp, P.C. 11404 West Dodge Road, Suite 500 Omaha, NE 68154 Tel: (402) 492-9200 Fax: (402) 492-9222 E-mail: samking@mgwl.com Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by Todd Fisher, Manager. TITLEMAX HOLDINGS: Wins Confirmation of Full-Payment Plan --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Titlemax Holdings LLC has received confirmation of its Chapter 11 plan. The Plan promises to pay all creditors in full. Secured lender Merrill Lynch Mortgage Capital Inc., owed $149.5 million, will be paid off with a new, two-year note. Subordinated noteholders owed $4.7 million will receive new notes. General unsecured creditors with $2.5 million in claims likewise will be paid in full, with interest. Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax, TitleBucks, US TitlePawn, American Title, and CheckMax is a Closely held title-lending company with about 550 locations in seven states -- Georgia, South Carolina, Tennessee, Mississippi, Missouri, Virginia and Illinois. It holds customers' vehicle titles in exchange for cash. The Company was founded in 1998 and has 1,800 employees. The Company and its affiliates filed for Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805). DLA Piper LLP represents the Debtors in its restructuring efforts. The U.S. Trustee for Region 21 appointed seven creditors to serve on the official committee of unsecured creditors. Titlemax has assets and debts both ranging from $100 million to $500 million. TOUSA INC: Wants to Use Cash Collateral Pending Lawsuit Appeal -------------------------------------------------------------- TOUSA, Inc. and its debtor affiliates seek Judge John Olson of the U.S. Bankruptcy Court for the Southern District of Florida's permission to use the cash collateral of their prepetition lenders on and after May 1, 2010. To recall, Citicorp North America, Inc. and Wells Fargo Bank, N.A., as administrative agents to the Prepetition Lenders, commenced appeals in the U.S. District Court for the Southern District of Florida of the Bankruptcy Court's October 13, 2009 final judgment, as amended, with respect to an adversary complaint commenced by the Official Committee of Unsecured Creditors against the Debtors' prepetition lenders. The Appeals remain pending as of March 31, 2010. The Debtors aver that the outcome of the Appeals is significant to the terms of their authority to use Cash Collateral. Thus, as previously reported, the Debtors, the Prepetition Lenders and the Committee agreed on the Debtors' continued access of the Cash Collateral through April 30, 2010, on terms substantially similar to those included in previous Cash Collateral Use Orders. The Court approved the parties' agreement under its Fifth Cash Collateral Order dated January 8, 2010. The Fifth Cash Collateral Order also affords any party to seek review and revision of the terms of the Cash Collateral Order by the Bankruptcy Court in connection with the Appeals, Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida -- singerman@bergersingerman.com -- relates. As a decision has not yet been made in the Appeals, the Debtors, the Prepetition Lenders and the Creditors' Committee are in discussions regarding the terms of an agreed order that would permit the Debtors to continue to use Cash Collateral, likely on terms substantially similar to the terms contained in the Fifth Cash Collateral Order. The Debtors relate that they also intend to provide additional information regarding the proposed terms of Cash Collateral use to the Bankruptcy Court and other parties-in-interest by filing a proposed order no later than three days before the hearing on the Cash Collateral Motion. If the concerned parties agree on the proposed terms, the proposed order will reflect that agreement. If the parties are unable to reach agreement, the Debtors will seek to use Cash Collateral on their proposed terms, and will file a supplement to the Cash Collateral Motion seeking interim authorization for Cash Collateral use. Mr. Singerman stresses that it is critical that the Debtors maintain access to Cash Collateral to permit them to implement their wind-down business plan and ultimately formulate a Chapter 11 plan. Judge Olson is set to consider the Debtors' Further Cash Collateral Motion on April 15, 2010. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TOUSA INC: Proposes Tortosa HOA Settlement ------------------------------------------ TOUSA Homes, Inc. seeks the Court's authority to enter into a settlement and release agreement with the "Tortosa Homeowners' Association." TOUSA Homes owns and develops certain lots in a community located in Pinal County, Arizona, known as Tortosa. The Tortosa Homeowners' Association is the property owners' association for the Tortosa Community. The Tortosa Community was developed in accordance with the common scheme of the Master Declaration of Covenants, Conditions and Restrictions for Tortosa. Pursuant to the Declaration, TOUSA Homes and the other property owners in the Tortosa Community are obligated to pay certain assessments. Any owner that meets the definition of "Builder" within the meaning of the Declaration, including TOUSA Homes, is obligated to pay assessments to the HOA only on a reduced basis so that Builders pay 25% of the assessments paid by other property owners. The Declaration also provides that Builders must fund any budget shortfalls or operation deficit of the HOA resulting from, among other things, the Reduced Assessments. During any period in which a certain owner may be exempt from payment of the annual assessments, each Builder, as applicable, will pay or contribute to the HOA cash as may be necessary to make up any budget shortfalls of the HOA resulting from the Reduced Assessments paid by the Builder. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, relates that the Tortosa HOA and TOUSA Homes have disputed the amounts due and owing by TOUSA Homes to the Tortosa HOA with respect to Reduced Assessments and Deficiency Assessments. The Tortosa HOA filed Claim No. 2060 for $25,392 based on TOUSA Homes' alleged failure to pay prepetition Reduced Assessments and Deficiency Assessments, as well as and other fees and costs it incurred. To resolve all disputes relating to the Reduced Assessments and Deficiency Assessments, TOUSA Homes and the Tortosa HOA entered into extensive arm's-length negotiations. As a result of hose negotiations, the Parties have entered into the Settlement Agreement, which incorporates a comprehensive resolution of all claims relating to the Reduced Assessments and Deficiency Assessments. The salient terms of the Settlement Agreement are: (a) TOUSA Homes will pay these amounts to the Tortosa Association: -- $11,347 as full and final settlement of all claims for payments of Reduced Assessments and Deficiency Assessments through January 29, 2008; -- $27,070 as full and final settlement of all claims for payments of Reduced Assessments and Deficiency Assessments from January 30, 2008 through December 31, 2008 ; -- $38,867 as full and final settlement of all claims for payments of Reduced Assessments and Deficiency Assessments from January 1, 2009 through December 31, 2009; -- $9,716 as full and final settlement of all claims for payments of Reduced Assessments and Deficiency Assessments from January 1, 2010 through March 31, 2010; and -- as full and final settlement of all claims for Reduced Assessments and Deficiency Assessments for the period of April 1, 2010 through the last day of the month in which the closing under the Settlement Agreement occurs, TOUSA Homes will pay the Tortosa HOA on a monthly basis (x) $2,557 with respect to the lots in Parcel G, and (y) $681 with respect to the lots in Parcel L. (b) Upon payment by TOUSA Homes of the Settlement Funds, the Tortosa HOA will release and forever discharge TOUSA Homes and its affiliates from any and all past, present or future claims arising out of the payment of any assessments under the Declaration, including the Reduced Assessments and the Deficiency Assessments. (c) TOUSA Homes will release and forever discharge the Tortosa HOA and its affiliates from any and all past, present or future claims arising out of the payment of Reduced Assessments and Deficiency Assessments through the last day of the month in which the closing occurs, including any and all defenses to its obligations to the HOA to pay any assessments due and owing as to the date of the Settlement Agreement and agree to observe all other covenants under the HOA's governing documents, including the Declaration. (d) Upon full payment by TOUSA Homes of the Settlement Funds, the Claim will be deemed withdrawn with prejudice. Within 10 days after receipt of the payment, the HOA agrees to execute and deliver a Notice of Withdrawal of Proof of Claim to TOUSA Homes. The Settlement Agreement will result in an expedient resolution of the controversy between the Tortosa HOA and TOUSA Homes with respect to the disputed Reduced Assessments and Deficiency Assessments, Mr. Singerman says. In addition, the release given by the HOA, together with the withdrawal of the Claim, will eliminate any further exposure that TOUSA Homes could potentially face under the Declaration vis-a-vis the Association, he maintains. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TOUSA INC: Seeks to Enter into Agreements with Regal Oaks --------------------------------------------------------- TOUSA Homes, Inc., seeks the Court's authority to enter into a settlement agreement and a termination agreement relating to a development known as Regal Oaks at Old Town, located in Osceola County, Florida. Regal Oaks is a short-term rental community located in Osceola County, Florida. TOUSA Homes developed the Regal Oaks Community, which consists of 456 units in accordance with a common scheme of a Declaration of Covenants, Restrictions and Easements for Regal Oaks at Old Town. TOUSA Homes has sold 94 of the developed lots within Regal Oaks. Of the remaining 362 townhome units, 69 units have been completed and remain unsold, while 293 lots are undeveloped. As previously reported, TOUSA Homes sought and obtained Court permission to reject a sale and purchase contract it entered with Superior Homes and Investments, LLC. TOUSA Homes also sought and obtained the Court's authority to enter into several agreements with Superior Homes concerning the Regal Oaks Community, which include a brokerage agreement, a lease agreement, and an escrow agreement and marketing agreement. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, tells the Court that a number of disputes arose between TOUSA Homes and Superior Homes after the rejection of the Prepetition Contract and entry into the Superior Homes Agreements. Among others, TOUSA Homes asserted that Superior Homes failed to perform as required under the Brokerage Agreement. In turn, Superior Homes argued that TOUSA Homes failed to pay the full amount of the marketing fee due under the Marketing Agreement. The Homeowners at the Regal Oaks Community also alleged that Superior Homes and certain of its affiliates failed to fulfill their obligation to pay certain operating expenses for the Regal Oaks Community and return to the Homeowners any excess of the rental proceeds over the operating expenses. The Homeowners have refused to pay the Assessments invoiced by the Homeowners Association. "As a result, TOUSA Homes is funding the operating deficit of the Association," Mr. Singerman notes. Given these circumstances, TOUSA Homes initiated negotiations with the Superior Homes Entities and representatives of the Homeowners in an effort to (1) terminate the Superior Homes Agreements, which would allow TOUSA Homes to sell units within Regal Oaks free of its obligations under the Superior Agreements; and (b) reach an agreement with the Owners with respect to ongoing Assessments necessary to maintain the Property and complete construction of the Regal Oaks clubhouse. However, in February 2009, an involuntary case under Chapter 7 was commenced against Superior Homes in the United States Bankruptcy Court for the Middle District of Florida. Robert Morrision was appointed as trustee in Superior Homes' bankruptcy case. Settlement Agreement After engaging in extended arm's-length negotiations, TOUSA Homes and the Homeowners entered into a settlement agreement, which amends the Declaration with the Homeowners' Association and provides for the entry into the Declaration of Covenants and Restrictions for Regal Oaks at Old Town Club, among others. The salient terms of the Settlement Agreement are: (a) So long as the Owners have record title to not less than 45 units, the Homeowners who execute the Settlement Agreement will be entitled to one representative on the three member board. (b) The Homeowners' assessment obligations for the period through March 31, 2010 are waived. The Homeowners' assessment obligations for the period beginning April 1, 2010 are not waived. (c) TOUSA Homes will convey Tracts G and H, which relate to the clubhouse property, to the club. (d) Existing homeowners will be afforded access to the clubhouse facilities under an arrangement that will limit future increases in operating costs for club membership to 7.5% per annum, excluding costs associated with capital improvements. (e) TOUSA Homes is responsible for the costs of construction of any improvements to the club. However, the Homeowners are liable for their pro rata share of the operating costs in connection with any capital improvements not exceeding the 7.5% per annum cap. (f) The Homeowners agree to release TOUSA Homes from any claims in any way based 'on the Superior Homes Agreements. Termination Agreement TOUSA Homes; the Superior Homes Trustee; Regal Oaks at Old Town Club, LLC; Regal Oaks Realty, LLC; Regal Oaks at Old Town Owners' Association, Inc.; and Superior Cable Company, LLC entered into an agreement regarding termination of agreements and preservation of claims. As a result of the Termination Agreement, TOUSA Homes will be free to move forward with the sale of townhome units in the Regal Oaks Community free from any restrictions otherwise imposed as result of the Superior Homes Agreements. The salient terms of the Termination Agreement are: (a) The Termination Agreement ends the terms of these agreements: -- a lease agreement between TOUSA, Inc. and Superior Homes; -- a lease agreement between TOUSA, Inc. and Old Town Club; -- a brokerage agreement for Regal Oaks between TOUSA, Inc., Regal Oaks Realty and Old Town Club, as amended; -- a marketing agreement between TOUSA, Inc. and Regal Oaks Realty, LLC; -- a bulk services agreement between Regal Oaks Association and Superior Cable; and -- an escrow agreement between TOUSA, Inc., Superior Homes and Old Town Club, as amended. (b) In consideration of the termination of the Superior Homes Agreements, TOUSA Homes will pay $190,000 to the Superior Homes Trustee. (c) The Superior Homes Trustee will waive all postpetition claims otherwise assertable against TOUSA Homes. The Superior Homes Trustee retains his rights with respect to Superior Homes' Prepetition Claim Nos. 2411 and 4185 exceeding $100 million and any and all of TOUSA Homes' defenses are expressly preserved. (d) The Parties will exchange mutual releases of any and all claims and causes of action relating to the Regal Oaks Community and the Superior Homes Agreements. The Settlement Agreement will result in an expedient resolution of the controversy among TOUSA Homes and the Homeowners with respect to the Assessments and ongoing expenses associated with the Regal Oaks Community, Mr. Singerman asserts. Absent the Settlement Agreement and approval of the Declarations, TOUSA Homes would continue to bear the cost of maintaining the Regal Oaks Community if the Owners continued to refuse to pay the Assessments, he points out. Similarly, the Termination Agreement, which is the cornerstone of the global resolution of issues associated with Regal Oaks, eliminates the need for litigation with the Superior Homes Trustee concerning the parties' rights under the Superior Agreements, Mr. Singerman relates. The $190,000 Settlement Amount payable to the Superior Homes Trustee is most likely less than the costs associated with litigation concerning the current disputes arising under the Superior Agreements, he assures the Court. About Tousa Inc. Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08- 10928). The Debtors have selected M. Natasha Labovitz, Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger Singerman, to represent them in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It listed assets between $1 million and $10 million, and debts between $1 million and $10 million. TRONOX INC: Liquidity Solutions Offering 77% for Claims ------------------------------------------------------- Liquidity Solutions, Inc., is offering 77 cents-on-the-dollar to purchase general unsecured claims against Tronox, Inc., and is debtor-affiliates. For more information, contact: Liquidity Solutions Inc. 1 University Plaza Hackensack, NJ 07601 Telephone: 201-968-0001 Fax: 201-968-0010 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. UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities -------------------------------------------------------------- UTEX Communications Corp. filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $274,979,792 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,826,225 E. Creditors Holding Unsecured Priority Claims $24 F. Creditors Holding Unsecured Non-priority Claims $10,565,152 ----------- ----------- TOTAL $274,979,792 $12,391,401 Austin, Texas-based UTEX Communications Corp., dba FeatureGroup IP, filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. W.D. Texas Case No. 10-10599). Patricia Baron Tomasco, Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. UTEX COMMUNICATIONS: Taps Munsch Hardt as Bankruptcy Counsel ------------------------------------------------------------ UTEX Communications Corp. asks the U.S. Bankruptcy Court for the Western District of Texas for permission to employ Munsch Hardt Kopf & Harr, P.C. as counsel. Munsch Hardt will represent the Debtor in the Chapter 11 proceedings. Patricia Baron Tomasco, Esq., an attorney at Munsch Hardt, tells the Court that the firm received a $30,000 retainer for services to be performed. Ms. Tomasco also relates that she will reduce her $520 hourly rate to $450 in this case. The hourly rates of other personnel are: Attorneys $210 - $650 Legal Assistants $150 To the best of the Debtor's knowledge, Munch Hardt is a "disinterested person' as that term is defined in Section 101(14) of the Bankruptcy Code. Ms. Tomasco can be reached at: Munch Hardt Kopf & Harr, P.C. 600 Congress Avenue, Suite 2900 Austin, TX 78701-3057 Tel: (512) 391-6109 Fax: (512) 226-7103 E-mail: ptomasco@munsch.com About UTEX Communications Corp. Austin, Texas-based UTEX Communications Corp., dba FeatureGroup IP, filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. W.D. Texas Case No. 10-10599). Patricia Baron Tomasco, Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. UTEX COMMUNICATIONS: Wants Access to Main Street's Cash Collateral ------------------------------------------------------------------ UTEX Communications Corp. asks the U.S. Bankruptcy Court for the Western District of Texas for authorization to use cash collateral of Main Street Mezzanine Fund, LP. Main Street holds liens on the Debtor's real and personal property, including accounts receivable, inventory and equipment. The Debtor relates that it needs the cash collateral to fund its postpetition operations. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant Main Street postpetition liens and a priority claim on the its Chapter 11 case. About UTEX Communications Corp. Austin, Texas-based UTEX Communications Corp., dba FeatureGroup IP, filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. W.D. Texas Case No. 10-10599). Patricia Baron Tomasco, Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. VERENIUM CORP: Biofuels Unit Extends Agreement with BP Biofuels --------------------------------------------------------------- Verenium Corporation disclosed that Verenium Biofuels Corporation, its wholly owned subsidiary, on April 1, 2010, entered into a second extension agreement relating to the existing amended Joint Development and License Agreement with BP Biofuels North America LLC dated August 6, 2008, focused on the development and commercialization of cellulosic ethanol technologies and previously scheduled to expire on April 1, 2010. The principal purpose of the Extension is to extend the joint development program conducted pursuant to the JDLA for an additional four months, to expire on August 1, 2010, unless earlier terminated. The financial terms of the Extension include a cash payment of $2.5 million per month to Verenium Biofuels by BP for the continued performance of Verenium's obligations under the joint development program during the period of the further extension. Verenium Biofuels and BP also entered into a related agreement regarding funding by BP, through a loan to Galaxy Biofuels, LLC, a special purpose entity equally owned by Verenium Biofuels and BP, of costs for certain work to be agreed which will be conducted by Verenium Biofuels' at its demonstration facility in Jennings, Louisiana. On February 20, 2009, Verenium Biofuels and BP also became parties to an Amended and Restated Limited Liability Company Operating Agreement whereby they each own a 50% interest in a limited liability company, Highlands Ethanol LLC, which serves as a commercial entity for the deployment of cellulosic ethanol technology being developed and proven pursuant to the JDLA referenced above. The Extension Agreement and related Jennings funding agreement have no effect on Highlands Ethanol LLC. Cambridge, Mass.-based Verenium Corporation operates in two business segments, biofuels and specialty enzymes. The Company's biofuels business segment operates through its wholly-owned subsidiary, Verenium Biofuels Corporation, and is focused on developing unique technical and operational capabilities designed to enable the production and commercialization of biofuels, in particular ethanol produced from cellulosic biomass. The Company's specialty enzymes segment develops high-performance enzymes for use within the alternative fuels, specialty industrial processes, and animal nutrition and health markets to enable higher throughput, lower costs, and improved environmental outcomes. The Company's balance sheet as of December 31, 2009, showed $167.9 million in assets, $137.7 million of debts, and $30.2 million of stockholders' equity. Ernst & Young LLP, in San Diego, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's recurring operating losses and accumulated deficit of $630.0 million at December 31, 2009. VION PHARMACEUTICALS: Liquidating Plan Declared Effective --------------------------------------------------------- BankruptcyData.com reports that Vion Pharmaceuticals' Second Amended Chapter 11 Plan of Liquidation became effective. The Plan "effects a transfer of all of the Debtor's Assets and liabilities into the newly formed Vion Liquidating Trust created for the purposes, among others, of making distributions to the Holders of Allowed Claims, pursuing Causes of Action, and otherwise completing the liquidation of the Estate, all as more fully set forth in this Plan." New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a developer of cancer drug therapies. Vion Pharmaceuticals filed for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr. D. Del. Case No. 09-14429). Christopher M. Samis, Esq., and John Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Roth Capital Partners, LLC, assisted the Debtor with the sale of all or key assets during the Chapter 11 proceeding. The Company listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. VISINET INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Visinet, Inc. 11836 Arbor Street Omaha, NE 68144 Bankruptcy Case No.: 10-81044 Chapter 11 Petition Date: April 8, 2010 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Angela L. Burmeister, Esq. Berkshire & Burmeister 1010 S 120th Street, Ste 220 Omaha, NE 68154-4070 Tel: (402) 827-7000 Fax: (402) 827-7001 E-mail: aburmeister@berkshire-law.com Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by John Powers, President VISTEON CORP: District Court Affirms OPEB Termination Order ----------------------------------------------------------- The U.S. Bankruptcy Court denied the request of IUE-CWA, Industrial Division of Communication Workers of America, AFL-CIO, CLC to stay its previous order authorizing the Debtors to amend or terminate certain post-employment benefits pending appeal under Rule 8005 of the Federal Rules of Bankruptcy Procedure for reasons stated in an oral ruling at the court hearing. Meanwhile, Judge Michael M. Baylson of the U.S. District Court for the District of Delaware affirmed the U.S. Bankruptcy Court for the District of Delaware's decision authorizing the Debtors to Amend or Terminate Post-employment Health Care and Life Insurance Benefits for Certain Employees and Retirees. IUE-CWA, Industrial Division of the Communications Workers of America, AFL-CIO, CLC's request for permanent stay pending appeal is also denied. However, the Motion for a stay of the Dec. 22, 2009 Order is granted until April 30, 2010, only to the extent that: (a) during the term of the Stay, the IUE-CWA will seek an expedited appeal of the OPEB Order to the United States Court of Appeals for the Third Circuit; and (b) during the term of the Stay, the Debtors will undertake certain actions with respect to the Post-Employment Health Care Benefits for Retirees and their Surviving Spouses, Domestic Partners, and Dependents represented by the IUE-CWA who are not eligible for Medicare: i. With respect to the IUE-CWA-represented non-Medicare eligible Retirees who have elected and paid for COBRA coverage to begin April 1, 2010, the Debtors will reimburse these Retirees for the cost of one month's COBRA premiums within a reasonable time after March 30, 2010; ii. With respect to the IUE-CWA-represented non-Medicare eligible Retirees who have chosen health insurance coverage from another provider and have not elected COBRA coverage, the Debtors will reimburse these Retirees for the cost of one month's health insurance premiums within a reasonable time after the Debtors' receipt from the retiree of proof of payment for that other health insurance; iii. With respect to the IUE-CWA-represented non-Medicare eligible Retirees who, as of March 30, 2010, have not elected and paid for COBRA coverage and have not secured health insurance coverage from another provider, the IUE-CWA will advise all Retirees in writing that they are eligible for Visteon COBRA coverage, with no premium for the month of April 2010 those costs to be borne by the Debtors. In advance of sending that written notice to Retirees, the IUE- CWA will provide a copy of the written notice to the Debtors for their approval. The Debtors will not unreasonably withhold approval of the IUE-CWA's notice. No bond is required to be posted with respect to the District Court's order. 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 US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes Plews Shadley as Environmental Counsel ------------------------------------------------------------- Visteon Corp. and its units seek the U.S. Bankruptcy Court's authority to employ Plews Shadley Racher & Braun LLP as their special environmental counsel. The Debtors specifically seek to engage Plews Shadley with respect to the recovery of certain environmental investigation, remediation, or other response costs from their liability insurers in connection with their former manufacturing facility in Connersville, Indiana. The Connersville Facility was the alleged source of chlorinated hydrocarbon groundwater contamination. As a result of the contamination, the Debtors relate that they: (a) spent more than $4 million to investigate and remediate the contamination; (b) paid a confidential settlement payment to owners of downgradient properties that were affected by the contamination; and (c) were required to accept nominal consideration for the sale of the Connersville Facility and pay approximately $500,000 for an environmental cleanup cost cap insurance policy for the benefit of the purchasers of the Facility. The Debtors anticipate making demands on their insurers for the contamination costs and other related costs and damages and, if necessary, litigating the insurers' coverage obligations. The Engagement Letter between the Debtors and Plews Shadley for the firm's retention provides for a contingent fee basis for services to be rendered by the firm. The Debtors will pay Plews Shadley: * 33.0% of any and all amounts recovered, including through settlement, from any and each defendant prior to trial, which will begin on the date of the final pretrial conference. * 35.0% of any and all amounts recovered, including through settlement, from any and each defendant after the commencement of the trial. * 37.0% of any and all amounts recovered, including through settlement, from each and every defendant if an appeal is taken by any party or if the Debtors obtain the rights to and pursues any excess action against any insurer of any defendant. * If attorneys' fees are recovered, those fees will be added to any judgment amount and Plews Shadley will receive the applicable percentage from that aggregate recovery amount. The Debtors will also reimburse Plews Shadley for certain actual and necessary expenses that the firm will incur, including long distance telephone calls, photocopying, delivery charges, and filing fees. The Debtors relate that they have paid Plews Shadley $2,551 for services performed and expenses incurred in the 90-day period before the Petition Date. Peter M. Racher, Esq., at Plews Shadley Racher & Braun LLP, in Indianapolis, Indiana, -- pracher@psrb.com -- assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors or their estates. 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 US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Alvarez & Marsal Bills $2.67MM for Sept.-Nov. ----------------------------------------------------------- Two professionals hired by Visteon Corp. filed interim fee applications: Professional Period Fees Expenses ------------ --------- ---------- ---------- Alvarez & Marsal North 09/01/09- America, LLC 11/30/09 $2,674,454 $207,908 Rothschild Inc. 05/28/09- 08/31/09 1,282,258 165,635 Rothschild Inc. 09/01/09- 10/31/09 500,000 11,716 Alvarez & Marsal acts as restructuring advisors to the Debtors. 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 US$4,561,000,000 and debts of US$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) WOODCREST CLUB: Court Fixes April 23 as Claims Bar Date ------------------------------------------------------- The Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York has established April 23, 2010, at 5:00 p.m. (prevailing Eastern Time), as the deadline for any individual or entity to file proofs of claim against The Woodcrest Club, Inc. The Court also set June 8, 2010, at 5:00 p.m. (prevailing Eastern Time) as the governmental bar date. Proofs of claim may be mailed or delivered to: U.S. Bankruptcy Court Eastern District of New York Alfonse M. D'Amato U.S. Courthouse 290 Federal Plaza, Central Islip, NY 11722 Headquartered in Syosset, New York, The Woodcrest Club, Inc., operates storage units. The Company filed for Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. E.D. N.Y. Case No. 09-79481). Gerard R. Luckman, Esq., at SilvermanAcampora LLP 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. * IATA Chief Favors Mergers to Cut Costs, Improve Competitiveness ----------------------------------------------------------------- Reuters reports that Giovanni Bisignani, director-general of the International Air Transport Association, told a few reporters in Tokyo on Monday that further mergers among airlines are essential to cut costs and improve competitiveness. Reuters says the airline industry is seen sustaining combined losses of $2.8 billion this year. "Mergers and consolidation is a must ... No other industry is so fragmented, so we have to consolidate in order to build more efficiency," Mr. Bisignani said, according to Reuters. Reuters says Mr. Bisignani called for regulatory support for barrier-free mergers across borders, explaining that different legal frameworks have hindered extensive global industry consolidation, involving, for example, U.S. and European airlines. Reuters, however, notes that Mr. Bisignani declined to comment about a possible merger between United Airlines and US Airways, saying he would not comment on individual deals. * McKool Smith Names New Principals in Dallas, Austin ----------------------------------------------------- The law firm of McKool Smith has named four attorneys as Principals in the firm's Dallas and Austin offices. New Principals Laurie Gallun Fitzgerald and Joel Thollander practice in the firm's Austin office, and Darryl Burke and Garret Chambers practice in Dallas. "These four attorneys have consistently shown a level of hard work and persistence that warrants their promotion to Principal," says firm founder Mike McKool. Ms. Fitzgerald, a former federal district court clerk, represents clients in intellectual property and complex commercial litigation matters. She graduated with honors and as a member of the Order of the Coif from the University of Texas School of Law in 2001. Ms. Fitzgerald earned her B.S. in Chemistry, magna cum laude, from Southwestern University in Georgetown, Texas, where she was named a member of Phi Beta Kappa and a Presidential Scholar. Mr. Thollander focuses his practice on appeals and motions in complex cases. He previously worked with the Attorney General of Texas' Office of the Solicitor General, and served as a clerk at the Supreme Court of Texas. He graduated magna cum laude and as a member of the Order of the Coif from New York University School of Law, and earned his M.A. with honors from Regent University, and his B.A. with honors from Stanford University. Mr. Burke handles intellectual property litigation for a diverse array of clients, including patent infringement and trademark infringement claims. His experience includes cases involving wireless technology, integrated circuits, digital recording, parallel processing, and many others. Mr. Burke holds master's degrees in electrical engineering and business from Southern Methodist University, and he earned his law degree at the SMU Dedman School of Law. Mr. Chambers, also a former federal district court clerk, handles complex commercial and patent litigation for companies in a wide variety of industries. He earned his law degree, cum laude, from the University of Arkansas School of Law, and his B.A. from the University of Arkansas. McKool Smith is recognized as one of the premier trial law firms in the United States based on significant courtroom victories and substantial settlements for domestic and international clients. With more than 120 attorneys in Austin, Dallas, Houston, Marshall, New York, and Washington DC, McKool Smith handles complex commercial litigation, intellectual property claims, bankruptcy matters, and white collar litigation for companies and individuals across the globe. McKool Smith has won more of the Top 100 Verdicts than any other law firm in the nation every year since 2008. McKool Smith's clients include major airlines, telecommunications companies, medical device manufacturers, energy producers, and many others. * McKool Smith Has Six New Lawyers in New York ---------------------------------------------- Law firm McKool Smith is announcing the addition of six experienced litigators practicing in the firm's fast-growing New York office. The new McKool Smith lawyers are associates Sachin Bansal, John C. Briody, Yusuf A. Rangwala, Elizabeth Raskin, Kevin Schubert and James H. Smith. "These outstanding lawyers bring a wealth of talent and experience to our firm," says Robert Cote, the managing principal of the New York office. "They are the future of McKool Smith, and their arrival is one more measure of the success of the firm and our rising presence in New York." The arrival of the new lawyers brings the headcount of the New York office, which opened in late 2007, to 25 lawyers. Mr. Bansal comes to McKool Smith from Davis Polk & Wardwell. His practice is focused on bankruptcy and white collar matters. He has participated in several pro bono matters, particularly on behalf of prisoners. Mr. Bansal earned both law and undergraduate degrees from Duke University. Mr. Briody, formerly with Simpson Thacher & Bartlett, represents clients in complex commercial litigation and regulatory matters. His experience includes shareholder derivative litigation, securities and antitrust class actions and breach of contract cases. He also has represented clients in investigatory matters before the Securities and Exchange Commission, U.S. Department of Justice and Federal Trade Commission. Mr. Briody served as a law clerk for Judge Joanna Seybert of the US District Court for the Eastern District of New York. He is a graduate of St. John's University School of Law and received a BA in from the College of the Holy Cross. Mr. Rangwala previously practiced at Sullivan & Cromwell. His practice focuses on commercial litigation, securities litigation, mediation and arbitration proceedings, regulatory enforcement and internal investigations of financial institutions. After graduating from Yale Law School, he served as law clerk to Chief Judge Helen Gillmor of the US District Court, District of Hawaii. He earned a bachelor's degree from Princeton University. Ms. Raskin formerly practiced at Akin Gump Strauss Hauer & Feld, focusing on bankruptcy matters for clients in the energy, petrochemical, paper products and real estate industries. Her experience includes fraudulent conveyance actions, director and officer litigation and contested confirmation proceedings. Ms. Raskin earned her law degree from New York University and her undergraduate degree from Emory University. Mr. Schubert is a former patent examiner in the cryptography department at the US Patent & Trademark Office, where he examined more than 100 patent applications, interviewed attorneys and inventors and wrote appeal briefs to the Board of Patent Appeals and Interferences. He is a graduate of the University of Pennsylvania Law School, and received a BS in electrical engineering from Southern Methodist University. Mr. Smith formerly practiced at Shearman & Sterling and brings broad commercial litigation experience to McKool Smith. A graduate of Fordham University School of Law, with a BS from Indiana University School of Business, Mr. Smith worked as an intern for Legal Services New York and Indiana Legal Services. McKool Smith is recognized as one of the premier trial law firms in the United States based on significant courtroom victories and substantial settlements for domestic and international clients. With more than 120 attorneys in Austin, Dallas, Houston, Marshall, New York, and Washington DC, the firm handles complex commercial litigation, intellectual property claims, bankruptcy matters, and white collar litigation for companies and individuals across the globe. McKool Smith has won more of the Top 100 Verdicts than any other law firm in the nation every year since 2008. Firm clients include major airlines, telecommunications companies, medical device manufacturers, energy producers, and many others. * NewOak Capital Names Chad J. Burhance Managing Director --------------------------------------------------------- NewOak Capital has appointed Chad J. Burhance as Managing Director and Head of NewOak Solutions, a premier portfolio risk analytics, credit, and advisory service provider to institutional investors globally. Mr. Burhance is also appointed to the NewOak Capital's Executive Committee. Mr. Burhance will lead expansion of NewOak Solutions beyond complex structured securities to comprehensive quantification of the risk and return characteristics, sensitivities and stress testing of multi-asset class, multi- currency portfolios including complex derivative instruments. Solutions services also encompass consulting in portfolio construction, analysis, reporting processes and working closely with clients to devise and deliver customized solutions fitting their individual needs including transitional asset management, restructuring, and hedging. "Chad's background as a seasoned executive who has built and operated client-focused risk solution organizations is an ideal fit with NewOak's efforts to expand its structured products and credit platform to a comprehensive multi-asset class portfolio risk advisory and system business. Chad's close relationship and familiarity with the needs of many institutions globally will be critical in NewOak's timely delivery of high performance services and systems to our clients. We are very happy to have Chad join our team," says Ron D'Vari, CEO and Co-Founder. "Chad has a proven track record in managing a team that delivers at the highest level independent valuation and risk management services. He is ideally suited to take a leadership role in our Solutions business because he has an in-depth understanding of the needs of our clients and the analytical services they require. NewOak Capital was launched as an advisory platform and Chad's position on our Executive Committee is a testament to our commitment to provide insight, transparency and risk assessment for our clients," James Frischling, President and Co-Founder. Chad Burhance was formerly Managing Director of Global Risk Services at State Street Investment Analytics, overseeing risk and analytical services. The Global Risk Services group supported clients globally from offices in the U.S., Canada, Germany and Ireland. Mr. Burhance joined State Street through the acquisition of its International Fund Services unit, the leading hedge fund administration firm where he led IFS' initiatives to deliver risk measurement and analytical services to hedge fund managers, traditional asset managers and institutional investors. He has more than 18 years experience within the financial services industry at several major organizations including Lehman Brothers, Citigroup and UBS. Over his career, Mr. Burhance has served in a variety of roles including fixed-income trading, risk management, middle office, and product control and holds a B.S. in Finance from Fairfield University. About NewOakCapital NewOak Capital -- http://www.newoakcapital.com/-- is an advisory, asset management and capital markets firm. The company provides analysis, valuation, restructuring, risk transfer and investment management solutions and services to financial institutions and other investors. The NewOak Capital team consists of more than 50 professionals with an average of more than 15 years of experience across multiple asset classes and credit cycles. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- 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 22, 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 ***