/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100428.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 28, 2010, Vol. 14, No. 116 Headlines ACCREDITED HOME: Has Short Exclusivity Extension ADVANCE AUTO: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes ADVANCE AUTO: S&P Raises Corporate Credit Rating From 'BB+' AGRIZAP INC: Case Summary & 17 Largest Unsecured Creditors ALLIED SECURITY: Friedman LLP Raises Going Concern Doubt AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D' AMERICAN MORTGAGE: Files For Chapter 11 in Manhattan AMERICAN TIRE: S&P Puts 'B' Rating on CreditWatch Developing AMERIGROW RECYCLING: Plan Outline Hearing Scheduled for May 13 AMR CORP: Annual Stockholders' Meeting Set for May 19 AMR CORP: Net Loss Widens to $505 Million for March 31 Quarter AMR CORP: Cancels Inaugural Flight to Beijing AMTRUST FINANCIAL: FDIC Wants to Recoup $500 Million AUDUBON GROVE: Case Summary & 17 Largest Unsecured Creditors BANKUNITED FINANCIAL: Seeks to Recover $400 Million from FDIC BETTER BEDDING: Sale Hearing Scheduled for Thurs., Apr. 29 BLOCKBUSTER INC: Four Officers Disclose Ownership of Shares BLUEKNIGHT ENERGY: Solus Funds Hold 6.90% of Common Stock BRENT NICHOLSON: Case Summary & 20 Largest Unsecured Creditors CABERNET HOLDINGS: Files for Bankruptcy to Stop Foreclosure CARBURTON PROPERTIES: Case Dismissed for "Bad Faith" Filing CARL STROMBERG: Voluntary Chapter 11 Case Summary CATALYST PAPER: Settles Tax Dispute with Powell River CATALYST PAPER: Annual Shareholders' Meeting Today CELEBRITY RESORTS: Files List of 20 Largest Unsecured Creditors CENTAUR LLC: U.S. Trustee Forms 5-Member Creditors Committee CF INDUSTRIES: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating CHAPMAN TRANSPORT: Selling Personal Property for $175,000 CHENIERE ENERGY: BlackRock Hikes Equity Stake to 11.19% CHENIERE ENERGY: Compensation Panel OKs 2010 Goals & Bonus Plan CHENIERE ENERGY: Deal to Sell Freeport Stake Has Non-Shop Clause CHINA RUNJI: Earns $84,918 in Q2 Ended February 28 CHINA VOIP: December 31 Balance Sheet Upside-Down by $3.6 Million CIMAREX ENERGY: S&P Affirms Corporate Credit Rating at 'BB' CINEMARK INC: Moody's Affirms 'B1' Corporate Family Rating CIT GROUP: Posts Profit in First Post-Bankruptcy Quarter COACHMEN INDUSTRIES: Urges Shareholders to Reject GAMCO Nominees COACHMEN INDUSTRIES: Says Sales Up 90% to $21.5MM in Q1 COLTS RUN: Case Summary & 20 Largest Unsecured Creditors CONTINENTAL AIRLINES: PBGC Claim Adds Wrinkle to Merger Talks CSA ESCROW: Moody's Assigns 'B1' Corporate Family Rating DANIEL JIMENEZ: Case Summary & 20 Largest Unsecured Creditors DANNY'S SAN TAN: Files Schedules of Assets and Liabilities DARIO VIVAN: Case Summary & 20 Largest Unsecured Creditors DENNY'S CORP: Dissident Group Refutes "Good" Franchisee Relations DISBROW CORPORATION: Voluntary Chapter 11 Case Summary DOYLE HEATON: Plan Provides for 26% Recovery for Unsecureds DUANE READE: Closes Walgreens Deal & Terminates Credit Pact ELITE LANDINGS: Plan Proposes Liquidation of Sun Country Air EXIDE TECHNOLOGIES: Claims Objection Deadline on April 30 EXIDE TECHNOLOGIES: Files 4TH Quarter 2009 Summary Report FASTECH SERVICES: SARS Unit Files Voluntary Ch. 11 Petition FASTECH SERVICES: Case Summary & 20 Largest Unsecured Creditors FIRSTGOLD CORP: Secured Creditors to Move Quick with Foreclosure FONTAINEBLEAU LV: $200 Million in Claims Change Hands in 5 Months FONTAINEBLEAU LV: Moelis & Fulbright Fees Approved FORD MOTOR: Posts $2.1-Bil. First Quarter 2010 Net Income GEMCRAFT HOMES: DIP Loans & Cash Collateral Use Have Court Nod GENERAL GROWTH: Delays Hearing on Investor Choice GENERAL GROWTH: Akin Gump Bills $2.7 Million for Sept.-Jan. Work GENERAL GROWTH: Appoints Sheli Rosenberg as Board Member GENTA INC: Amends Note Conversion Agreement with Investors GLOBAL ENERGY: Court Denies Transfer of Case to Georgia GLOBAL ENERGY: Final Sale Hearing Set for April 27 GPX INTERNATIONAL: Settles $12M Claim With Sterling Investment GRANT FOREST: U.S. Court OKs Sale of Plants to Georgia-Pacific GREATER ATLANTIC: Director John Barline Owns 30,629 Shares GREEKTOWN HOLDINGS: Panel Reiterates Request to Pursue Lawsuits GREEKTOWN HOLDINGS: Plan Proponents Oppose Some of Foley Fees GREEKTOWN HOLDINGS: Proposes PGH & H.A.V.G. as Consultants GREEKTOWN HOLDINGS: Tribe Wants Decision on PC Sharing Pact GUNNALLEN FINANCIAL: Closes Down, Files Chapter 11 HARRISBURG, PENNSYLVANIA: Council Told to Consider Bankruptcy HOSSEIN SADEGHI: Case Summary & 15 Largest Unsecured Creditors HUDSON'S FURNITURE: Files Schedules of Assets and Liabilities HUDSON'S FURNITURE: Gets Interim Okay to Use Cash Collateral INDIANA MICHIGAN: Fitch Affirms 'BB+' Preferred Stock Rating INFOLOGIX INC: Seeks Nasdaq Hearing on Delisting INTEGRA TELECOM: S&P Raises Corporate Credit Rating to 'B-' JAPAN AIRLINES: Aid Must Not Distort Competition, Says IATA JAPAN AIRLINES: Chairman Inamori Determined to Revitalize JAL JAPAN AIRLINES: Extends Codeshare With Jetstar, British Airways JAYEL CORP: Court Sets May 12 Hearing on Cash Collateral Use JEFFERSON ESTATES: Case Summary & 11 Largest Unsecured Creditors KEVIN DONOFRIO: Case Summary & 20 Largest Unsecured Creditors KLCG PROPERTY: Sale of Assets to Dougherty Formally Approved LANDCOR LLC: Voluntary Chapter 11 Case Summary LAS VEGAS MONORAIL: Court Rejects Bid to Dismiss Ch. 11 Case LEHMAN BROTHERS: Wants to Modify Culver Studios Deal LEHMAN BROTHERS: Ernst & Young Added as Defendant to Fraud Lawsuit LEHMAN BROTHERS: Begins $11 Billion Trial Against Barclays LENNAR CORP: Fitch Assigns 'BB+' Rating on $250 Mil. Notes LENNAR CORP: Moody's Assigns 'B3' Ratings on Senior Notes LKQ CORP: S&P Raises Corporate Credit Rating to 'BB' LODGENET INTERACTIVE: Posts $2.5 Million Net Loss for Q1 LUTHER CLECKLER: Case Summary & 14 Largest Unsecured Creditors MAGIC BRANDS: Organizational Meeting to Form Panel on May 3 METALS USA: Director Larry Powers Discloses Zero Equity Stake LEVI STRAUSS: Feb. 28 Balance Sheet Upside-Down by $265.4 Million MARSHALL ASMAR: Case Summary & 20 Largest Unsecured Creditors MILES ROAD: Court Denies Request to Obtain DIP Financing MILES ROAD: Files List of Eight Largest Unsecured Creditors MISS SIXTY: To Close 10 of Remaining 20 Stores in the U.S. MT. ZION: Case Summary & 20 Largest Unsecured Creditors NEENAH PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3' NEW BERN: Gets Court's Nod to Use Cash Collateral NEXSTAR BROADCASTING: BofA, et al., Extend Maturity of Loans NEXT INC: Posts Net Loss of $84,149 in Q1 Ended Feb. 28 NPS PHARMACEUTICALS: Raises $53.3 Million in Shares Sale ODYSSEY PETROLEUM: Mississippi Unit Files for Chapter 11 O'LANCER INC: Voluntary Chapter 11 Case Summary ONE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B-' PACIFIC ETHANOL: Plan Set for June 8 Confirmation PAETEC HOLDING: Annual Stockholders' Meeting Set for May 27 PALM INC: Can Survive as Independent Company, Chief Executive Says PATRIOT COAL: Moody's Assigns 'B3' Rating on $250 Mil. Notes PATRIOT COAL: S&P Assigns Corporate Credit Rating at 'B+' PLAINFIELD APARTMENTS: Judge Converts Case to Chapter 7 Proceeding PROTECTION ONE: To Be Acquired by GTCR in $828 Million Deal PHILADELPHIA NEWSPAPERS: Auction Delayed; Job Cuts if Lenders Win RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11 REGENT COMMUNICATIONS: Completes Reorganization Plan RIVIERA HOLDINGS: Board Approves Amendment to Bylaws RJ YORK: Case Summary & 17 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Founder's Cars & Watercrafts Up for Auction SAINT VINCENTS: Hires Epiq Bankruptcy as Claims Agent SAINT VINCENTS: Proposes to Honor Prepetition Medicaid Agreements SAINT VINCENTS: Proposes to Honor Prepetition Resident Obligations SAINT VINCENTS: U.S. Trustee Names Consumer Privacy Ombudsman SAINT VINCENTS: Hospital Closure Plan Gets Interim Approval SAINT VINCENTS: U.S. Trustee Names Nine to Creditors Committee SEAGATE TECHNOLOGY: S&P Puts 'BB-' Rating on CreditWatch Positive SENSATA TECHNOLOGIES: Posts $27.6MM Net Income for March 31 Qtr SHEP-LAND LLC: Voluntary Chapter 11 Case Summary SMURFIT-STONE: Has OK to Enter Into ABL Revolving Facility SMURFIT-STONE: Proposes to Sell Coshocton Mill Energy Credits SMURFIT-STONE: Removal Period Extended Until August 19 SONIX MEDICAL: RadNet Acquires Firm's Three Facilities SOUTHERN STATES: S&P Affirms Corporate Credit Rating at 'B+' SPHERIS INC: Operations Files Schedules of Assets and Liabilities STANDARD MOTOR: Annual Stockholders' Meeting Set for May 20 STARWOOD HOTELS: Moody's Affirms 'Ba1' Corporate Family Rating STEPHEN COLLINS: Voluntary Chapter 11 Case Summary STINGFREE TECHNOLOGIES: Dismissal of Bad Faith Filing Upheld TC LAGUNA: Case Summary & 6 Largest Unsecured Creditors TELKONET INC: Delays Rights Offering to Securities Holders TELKONET INC: No Schedule Yet for 2010 Stockholders' Meeting TRIBUNE CO: Noteholders Get Examiner Chapter 11 Cases TRIBUNE CO: Wins Nod of California Tax Board Settlement TRIBUNE CO: Wins Nod of Connecticut Tax Settlement UAL CORP: PBGC Claim Adds Wrinkle to Merger Talks VISTEON CORP: Creditors to Block Formation of Equity Committee WL HOMES: Baker Hostetler Files Response to Trustee Objection XERIUM TECHNOLOGIES: Proposes Richards Layton as Co-Counsel XERIUM TECHNOLOGIES: Proposes to Satisfy Vendor Claims XERIUM TECHNOLOGIES: Wants to Grant Admin. Status to Vendor Claims * Upcoming Meetings, Conferences and Seminars ********* ACCREDITED HOME: Has Short Exclusivity Extension ------------------------------------------------ Bill Rochelle at Bloomberg News reports that the Bankruptcy Court granted Accredited Home Lenders Holding Co. a May 20 extension of its exclusive period to propose a Chapter 11 plan. Accredited Home proposed plan exclusivity until November 1 in its request for a sixth extension but creditors opposed the request. The judge, according to the report, will revisit the idea of allowing more exclusivity at the next major hearing on May 20. The secured lenders' motion for conversion of the case to a liquidation in Chapter 7 was earlier adjourned to May 20. A motion by the unsecured creditors' committee to sue owner Lone Star Funds was put back to the same date. About Accredited Home Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. ADVANCE AUTO: Moody's Assigns 'Ba1' Rating on $300 Mil. Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Advance Auto Parts, Inc's new $300 million senior unsecured note issue, and upgraded the Probability of Default rating to Ba1 from Ba2. Moody's also assigned a (P)Ba1 rating to the company's shelf registration. The remainder of the company's existing ratings were affirmed, including the Ba1 Corporate Family Rating, and SGL- 2 Speculative Grade Liquidity rating. The outlook is positive. Advance Auto's Ba1 rating and positive outlook reflect its position as the second-largest dedicated auto parts retailer in the U.S. and its good liquidity profile. "Fundamentals for this sub-segment of retail continue to be compelling, with average age of vehicle and the cost-saving focus of consumers leading factors," stated Moody's Senior Analyst Charlie O'Shea. "While the new note issue modestly increases leverage as it will repay the $200 million term loan that was due to mature in November 2011, liquidity improves as a result of the new notes' 2020 maturity." The upgrade of the Probability of Default rating to Ba1 from Ba2 results from the change in capital structure from all bank debt to a split between bank debt and bonds and Moody's adopting the standard 50% family recovery rate in the event of default. It also reflects the lengthening of the company's debt maturity profile. New rating assigned: * $300 million senior unsecured notes due 2014 at Ba1 (LGD 4 ,54%) * Senior unsecured shelf at (P)Ba1. Rating upgraded: * Probability of Default Rating to Ba1from Ba2 Ratings affirmed include: * Corporate Family Rating at Ba1 * Speculative Grade Liquidity rating at SGL-2. Rating affirmed and LGD point estimates adjusted, and to be withdrawn upon repayment: * $200 million senior unsecured bank term loan at Ba1 (LGD 4, 54%) from Ba1 (LGD3, 38%). The last rating action for Advance Auto was the July 30, 2009 affirmation of the Ba1 Corporate Family and Ba2 Probability of Default ratings, affirmation of the Ba1 senior unsecured bank credit facility, affirmation of the SGL-2 speculative grade liquidity rating, and the change in outlook to positive from stable. Advance Auto is the number two dedicated retailer of automotive parts in the U.S, with annual revenues of around $5.5 billion. ADVANCE AUTO: S&P Raises Corporate Credit Rating From 'BB+' ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Roanoke, Va.-based auto parts retailer Advance Auto Parts Inc. and its primary operating subsidiary, Advance Stores Co. Inc., to 'BBB-' from 'BB+'. S&P also assigned its 'BBB-' issue rating to the company's proposed $300 million senior unsecured guaranteed notes due May 2020. The rating on the notes is based on preliminary terms and is subject to review upon receipt of final documentation. At the same time, S&P assigned preliminary 'BBB-/BB+' senior unsecured/subordinated debt ratings to the company's proposed Rule 415 universal shelf filing. S&P expects the new notes to be drawn from the shelf filing and net proceeds from the offering to both repay the company's $200 million term loan and pay down borrowings under its revolving credit facility, both of which mature in October 2011. Pro forma for the transaction, S&P estimate debt outstanding at about $336 million. "The rating actions reflect the company's satisfactory operating performance, which is likely to continue in part due to generally favorable industry conditions," said Standard & Poor's credit analyst Jerry Phelan, "and maintenance of a financial risk profile consistent with a low investment-grade company, including leverage below 2.6x." AGRIZAP INC: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AgriZap, Inc. 117 N. Ventura Avenue Ventura, CA 93001 Bankruptcy Case No.: 10-11933 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Joseph M. Sholder, Esq. Griffith & Thornburgh, LLP 8 E Figuerora St Ste 300 Santa Barbara, CA 93101 Tel: (805) 965-5131 Fax: (805) 965-6751 E-mail: sholder@g-tlaw.com Scheduled Assets: $311,197 Scheduled Debts: $6,110,518 A list of the Company's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb10-11933.pdf The petition was signed by Robert G. Noe, president. ALLIED SECURITY: Friedman LLP Raises Going Concern Doubt -------------------------------------------------------- Allied Security Innovations Inc. filed with the Securities and Exchange Commission its annual report for the fiscal year ended December 31, 2009. Friedman LLP in Marlton, New Jersey, expressed substantial doubt against the Company's ability to continue as a going concern. The firm noted that the Company did not generate sufficient cash flows from revenues in 2009 to fund its operations. Also at Dec. 31, the Company had negative net working capital of $20,600,000. The Company's balance sheet showed $718,563 in total assets, $39,063,145 in total liabilities, for a stockholders' deficit of $38,344,582 at Dec. 31, 2009. The Company reported a $5,217,710 net loss on $3,597,653 in total sales for 2009, compared with $5,397,446 net loss on $4,838,934 million total sales for 2008. A full-text copy of the annual report is available for free at http://ResearchArchives.com/t/s?602f About Allied Security Innovations Based in Farmingdale, New Jersey, Allied Security Innovations, Inc. -- http://www.cgm-ast.com/-- provides homeland security products and proprietary criminal justice software to over 3,000 clients worldwide. It is composed of the original DDSI Company, a public company since 1995, and its wholly owned subsidiary, CGM- Applied Security Technologies, Inc., (established in 1978). With manufacturing in Staten Island, ASI is a manufacturer and distributor of Homeland Security products, including indicative and barrier security seals, security tapes and related packaging security systems, protective security products for palletized cargo, physical security systems for tractors, trailers and containers, as well as a number of highly specialized authentication products. Allied Security Innovations stock trades on the OTC Bulletin Board under the symbol "ADSV". As of September 30, 2009, the company has $3,114,181 in total assets and $53,271,783 in total liabilities resulting to a $50,157,602 stockholder's deficit. AMCORE FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D' --------------------------------------------------------------- Subsequent to the Federal Deposit Insurance Corporation's action of placing Amcore Financial Inc's banking subsidiary, AMCORE Bank, N.A., into receivership, Fitch Ratings has downgraded their Issuer Default Ratings to 'D' from 'C'. Following the bank closure, the FDIC will sell AMCORE Bank, N.A.'s deposits, excluding brokered deposits, to Harris, National Association. It is assumed that AMFI will file for bankruptcy in the very near future. Fitch has downgraded the long-term and short-terms IDRs of both AMFI and AMCORE Bank, N.A. to 'D,' which indicates an issuer that in Fitch's' opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding- up procedure, or which has otherwise ceased business. Subsequent to the bank's closure, AMFI no longer exists as a bank holding company, and therefore, has ceased business. In all cases, the assignment of a default rating reflects the agency's opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer's financial obligations or local commercial practice. Fitch will maintain these ratings for 30 days at which point they will be withdrawn. Fitch has downgraded these ratings: AMFI -- Long-term IDR to 'D' from 'C'; -- Short-term IDR to 'D' from 'C'; -- Individual to 'F' from 'E'. AMCORE Bank, N.A. -- Long-term IDR to 'D' from 'C'; -- Short-term IDR to 'D' from 'C'; -- Individual to 'F' from 'E'. These ratings remain unchanged: AMFI -- Support '5'; -- Support Floor 'NF'. AMCORE Bank, N.A. -- Long-term deposits 'CC/RR3'; -- Short-term deposits 'C'; -- Support '5'; -- Support Floor 'NF'. AMERICAN MORTGAGE: Files For Chapter 11 in Manhattan ---------------------------------------------------- American Mortgage Acceptance Co. on April 26 filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-12196). The Company listed assets of just $6,366,680 and liabilities of $119,968,443. American Mortgage had $666 million of assets in 2007. According to Bloomberg News, the Company has an agreement on a Chapter 11 plan with the two remaining secured creditors, Taberna Preferred Funding I Ltd. and C-III Capital Partners LLC. Most of the assets have been sold, leaving $25 million in debt to Taberna and $93 million to C-III. American Mortgage blamed the mortgage-backed securities crisis for its financial woes. Based in New York City, American Mortgage Acceptance Company (NYSE Alternext:AMC) -- http://www.americanmortgageco.com/-- is a real estate investment trust (REIT). The Company operates in one business segment, which focuses on investing in mortgage loans and other debt instruments secured by multifamily and commercial property throughout the United States. Attorneys at Reid and Riege, P.C. and Platzer, Swergold, Karlin, Levine Goldberg & Jaslow, LLP represent the Debtor in its Chapter 11 effort. AMERICAN TIRE: S&P Puts 'B' Rating on CreditWatch Developing ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Huntersville, N.C.-based American Tire Distributors Inc., including the 'B' corporate credit rating, on CreditWatch with developing implications. "S&P base the CreditWatch placement on S&P's expectation that TPG's buyout of ATD could significantly change the capital structure," said Standard & Poor's credit analyst Lawrence Orlowski. "When the details of the transaction are announced, S&P will review ATD's business and financial risk profiles," he continued. A ratings affirmation is also possible. The ratings on ATD reflect its highly leveraged capital structure; modest, but stable profit margins; and narrow scope of operations. Investcorp S.A. controls the privately owned company and is the largest wholesale distributor of passenger car and light-truck tires to the $26.6 billion U.S. replacement tire industry. S&P expects to resolve the CreditWatch listing in the next 90 days. The rating outcome will depend on the new capital structure, as well as any changes in strategic direction under the new owners. AMERIGROW RECYCLING: Plan Outline Hearing Scheduled for May 13 -------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida will consider at a hearing on May 13, 2010, at 1:30 p.m., the Disclosure Statement explaining Amerigrow Recycling-Delray, Limited Partnership, et al.'s proposed Plan of Reorganization. Objections, if any, are due on May 6. The Debtors 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 provides for all assets of the estates to be transferred to and vested in the respective Reorganized Debtor under the sole control of the respective Reorganized Debtor, free and clear of all liens, claims, encumbrances and interests of any kind except as provided under the Plan. The distributions required under the Plan will be funded by the Debtors' cash on hand as of the effective date and the Reorganized Debtors' business operations. In addition, the Debtors will be authorized to commence or continue litigation on behalf of the estate to recover, inter alia, voidable transfers and other claims, if any. Secured creditors are expected to receive full recovery on account of their claims. The Plan did not provide for the estimated percentage recovery by holders of unsecured claims. The Debtors do not expect there would be funds for distributions available for interest holders. Interests in Reorganized Amerigrow Corp. will be issued to Janet Tomlinson (50%) and Silvia Kearney (50%). A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AMERIGROWRECYCLING_DS.pdf The Debtor is represented by: Heather L. Harmon, Esq. 100 SE 2nd Street, 44th Floor Miami, FL 33131 About Amerigrow Recycling Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited Partnership -- dba Amerigriow Recycling, Amerigrow Soils, Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was founded in 1995, and operates as a full-service organic-recycling facility, accepting organic landscape debris at its convenient drive-thru Delray Beach store and dumping facility. Amerigrow Recycling and its affiliates filed for Chapter 11 on November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122). The Company listed $10,000,001 to $50,000,000 in assets and debts. AMR CORP: Annual Stockholders' Meeting Set for May 19 ----------------------------------------------------- The annual meeting of AMR Corp. stockholders will be held May 19, 2010, at 8:00 a.m. Eastern time. The meeting will be held at 730 Third Avenue, 17th Floor, in New York. The purposes of the meeting are: (1) to elect 13 directors; (2) to ratify the selection by the Audit Committee of Ernst & Young LLP as independent auditors for the year ending December 31, 2010; (3) to consider one stockholder proposal; and (4) to transact any other business that properly comes before the annual meeting (or any adjournments or postponements. Only stockholders of record at the close of business on March 22, 2010, are entitled to vote their shares of common stock at the annual meeting. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?60ce About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMR CORP: Net Loss Widens to $505 Million for March 31 Quarter -------------------------------------------------------------- AMR Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended March 31, 2010. AMR said net loss widened to $505 million for the three months ended March 31, 2010, from a net loss of $375 million for the year ago quarter. Total operating revenues were $5.068 billion for the March 31, 2010 quarter from $4.839 billion for the year ago quarter. AMR said in a press release the results include the impact of a $53 million, or $.16 per share, special item related to the devaluation of the Venezuelan currency in January. Excluding that special item, AMR lost $452 million, or $1.36 per share, in the first quarter. At March 31, 2010, the Company had total assets of $25.525 billion against total current liabilities of $8.241 billion, long-term debt, less current maturities of $9.861 billion, obligations under capital leases, less current obligations of $559 million, pension and postretirement benefits of $7.531 billion, and other liabilities, deferred gains and deferred credits of $3.225 billion, resulting in stockholder's deficit of $3.892 billion. At December 31, 2009, the Company had stockholders' deficit of $3.489 billion. AMR ended the first quarter with approximately $5.0 billion in cash and short-term investments, including a restricted balance of $460 million, compared to a balance of $3.3 billion in cash and short-term investments, including a restricted balance of $462 million, at the end of the first quarter of 2009. AMR's Total Debt, which it defines as the aggregate of its long- term debt, capital lease obligations, the principal amount of airport facility tax-exempt bonds, and the present value of aircraft operating lease obligations, was $15.9 billion at the end of the first quarter of 2010, compared to $14.4 billion a year earlier. AMR's Net Debt, which it defines as Total Debt less unrestricted cash and short-term investments, was $11.4 billion at the end of the first quarter, compared to $11.5 billion in the first quarter of 2009. "While we made significant progress in improving revenue performance in the first quarter and enhancing our competitive position, we were simply unable to overcome the challenges of the global economic environment coupled with once-again escalating fuel prices," said AMR Chairman and CEO Gerard Arpey. "As we move forward, we remain focused on continuing to bolster our domestic and international networks, managing our costs, and finding ways to generate additional revenue. I want to thank employees for their commitment as we continue to face challenges, and I am confident that our overall strategy, anchored by our Flight Plan 2020, will position us for long-term success." American and Japan Air Lines, which reaffirmed its partnership in the global oneworld(R) Alliance, have filed for anti-trust immunity with the U.S. Department of Transportation for a trans- Pacific joint business between North America and Asia. In addition, the DOT granted tentative approval for American to begin an immunized trans-Atlantic joint business with British Airways and Iberia Airlines, and the airlines continue to work with European Commission regulators to achieve approval of their plans. American expects that the joint business will be launched in the second half of this year. As part of its domestic network strategy that focuses resources in its cornerstone markets of Dallas/Fort Worth, Chicago, Miami, Los Angeles and New York, American bolstered its commitment to New York with several important initiatives. American announced new flights and routes at New York's LaGuardia Airport and John F. Kennedy International Airport, as well as an inter-airline passenger agreement with JetBlue Airways for service to and from New York City and Boston. By year end, at LaGuardia and JFK combined, American and American Eagle will add 31 total flights to and from 13 additional airports, bringing total NYC departures to 216 and unique destinations to 63. American customers will have new access to 18 domestic routes on JetBlue that don't overlap American's existing network, and JetBlue customers will have new access to 12 non-overlapping international routes of American's. When combined with new options for travel on JetBlue, American's New York customers will have access to 81 destinations on 271 nonstop flights by the end of 2010. American believes these New York service enhancements, together with related facilities and aircraft upgrades and an expanded marketing partnership with the city's tourism arm, NYC & Company, will build additional passenger demand for its international network to Europe, Asia and South America, including its planned trans-Atlantic and trans-Pacific joint businesses. "Strengthening and defending our global network is an integral part of our strategy, and we made significant progress in the first quarter to expand our global reach, which our loyal customers will appreciate," said Mr. Arpey. "We look forward to starting our joint business with British Airways and Iberia later this year, as well as to proving our case that we should be granted anti-trust immunity with JAL. And, we believe our link to JetBlue and increased commitment to New York position us exceedingly well to compete effectively in the hugely important New York City market." A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?60cc A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?60cd About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMR CORP: Cancels Inaugural Flight to Beijing --------------------------------------------- Mike Esterl at The Wall Street Journal reports that AMR Corp.'s American Airlines canceled its planned inaugural flight between Chicago O'Hare International Airport and Beijing Capital International Airport on Monday, citing a disagreement with Chinese aviation authorities over take-off and landing times. According to the report, American said it hadn't received "commercially viable" arrival and departure slots from Chinese aviation authorities. American said it would postpone the launch of its Beijing route tentatively until May 4 as it tries to resolve the dispute. American has had daily flights between Chicago and Shanghai since 2006. The Journal says the impasse delays efforts by American to make bigger inroads in China, and could complicate planned "open-skies" talks between the U.S. and China as some U.S. businesses voice concern Chinese protectionism is growing. According to the Journal, the U.S. Department of Transportation said Monday it was "very disappointed" China didn't grant more favorable slot times to American. "New transportation links such as these help to strengthen commercial and cultural ties between our two nations," the DOT added, according to the Journal. "We sincerely hope that China will work with American Airlines to find a commercially feasible solution." The Journal notes UAL Corp.'s United Airlines has the biggest market share among U.S. carriers of nonstop flights between the U.S. and Beijing and Shanghai, according to OAG, an aviation research firm. Continental Airlines Inc. is No. 2 among U.S. carriers, based on OAG data. The Journal also relates that Delta Air Lines Inc., the largest U.S. carrier, also has applied for slot times with Chinese authorities for its planned nonstop service between Seattle and Beijing starting June 4. A Delta spokesman said the airline remains "hopeful" of securing favorable landing and take-off times. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At Dec. 31, 2009, AMR reported total assets of $25.438 billion, including total current assets of $6.642 billion; against total current liabilities of $7.728 billion, long-term debt, less current maturities of $9.984 billion, obligations under capital leases, less current obligations of $599 million, other liabilities and credits of $10.616 billion; resulting in stockholders' deficit of $3.489 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMTRUST FINANCIAL: FDIC Wants to Recoup $500 Million ---------------------------------------------------- Arielle Kass at Crain's Cleveland Business reports that the Federal Deposit Insurance Corp. claims it is owed more than $500 million from the AmTrust Financial Corp. for failing to be a "source of strength" to its banking unit AmTrust Bank, a claim the FDIC and others say could have broad implications for banks nationwide. According to the report, in pleadings filed in the Chapter 11 case of AmTrust Financial -- now known as AmFin Financial Corp. -- FDIC attorneys said by agreeing to a Nov. 19, 2008, cease-and-desist order that required the bank to have a prescribed amount of capital, AmFin committed to keeping AmTrust Bank well-capitalized. Crain's reports that, according to the FDIC, AmFin therefore should be on the hook for at least $518.5 million, which was AmTrust Bank's capital deficit as of Sept. 30, 2009. After its parent company filed for Chapter 11 bankruptcy protection last Nov. 30, AmTrust Bank - which now is known as Ohio Savings Bank in this area - failed and was taken over by New York Community Bank last Dec. 4 in a deal orchestrated by the FDIC. About AmTrust Financial AmTrust Financial Corp. (PINK:AFNL) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323). G. Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire Sanders & Dempsey L.L.P., assist the Debtors in their restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AmTrust Bank is not part of the Chapter 11 filings. On December 4, 2009, AmTrust Bank was closed by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with New York Community Bank, Westbury, New York, to assume all of the deposits of AmTrust Bank. AUDUBON GROVE: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Audubon Grove Apartments, LLC 3175 Robinson Road Jackson, MS 39209 Bankruptcy Case No.: 10-09414 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Joel S. Treuhaft, Esq. 2997 Alternate 19, Suite B Palm Harbor, FL 34683 Tel: (727) 797-7799 Fax: (727) 213-6933 E-mail: jstreuhaft@yahoo.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-09414.pdf The petition was signed by Mark Johnson, manager. BANKUNITED FINANCIAL: Seeks to Recover $400 Million from FDIC ------------------------------------------------------------- Brian Bandell at Business Journal of South Florida reports that BankUnited Financial Corp. sued the Federal Deposit Insurance Corp., seeking to recover about $400 million. The bank argued that the FDIC's $4.9 million claim should be thrown out because it has not submitted any evidence to back it up. About BankUnited Financial BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. The Company and its affiliates filed for Chapter 11 on May 22, 2009 (Bankr. S.D. Fla. Lead Case No. 09-19940). Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent the Debtors as counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial Corp. said it has assets of $37,729,520 against debts of $559,740,185. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120,000,000 and $118,171,000 on account of senior notes. BETTER BEDDING: Sale Hearing Scheduled for Thurs., Apr. 29 ---------------------------------------------------------- Better Bedding Shops, Inc., will ask the Honorable Albert S. Dabrowski to approve the sale of certain of its assets and businesses, free and clear of liens, claims and encumbrances to the entity that makes the highest and best offer, subject to the terms and conditions specified in a court-approved Asset Purchase Agreement. Additional information can be obtained from the Debtor's counsel: Barry S. Feigenbaum, Esq. ROGIN NASSAU LLC 185 Asylum Street Hartford, CT 06103-3460 Telephone: (860) 278-7480 E-mail: bedding@roginlaw.com The Sale Hearing is scheduled for April 29, 2010, at 10:00 a.m. in Hartford, Conn. Objections, if any, must be also served on counsel to the Creditors' Committee: Cliff A. Katz, Esq. Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP 1065 Avenue of the Americas New York, NY 10018 Better Bedding Shops, Inc., sought Chapter 11 protection (Bankr. D. Conn. Case No. 09-20481) on March 2, 2009. Contemporaneous with the chapter 11 filing, the Debtor closed 11 of its 21 retail stories. At the time of the filing, the Debtor estimated its assets and debts at less than $10 million. BLOCKBUSTER INC: Four Officers Disclose Ownership of Shares ----------------------------------------------------------- Four officers of Blockbuster, Inc., filed separate Form 3s with the Securities and Exchange Commission on April 13, 2010. Rod McDonald, VP Secretary & General Counsel, and Kevin Lewis, SVP Digital disclosed that they do not own any derivative securities of the company. Doug McHose, SVP Store Operations, disclosed that he has an Employee Stock Option, a right to buy 285,714 shares of Class A Common Stock which is exercisable on November 30, 2010. The option expires November 30, 2014. Thomas Kurrikoff, SVP Finance, disclosed that he beneficially owns Restricted Stock Awards for Class A Common Stock: Date Exercisable Expiration Date Number of Shares ---------------- --------------- ---------------- 12/20/2004 12/10/2014 5,565 12/20/2005 12/20/2014 40,000 05/05/2007 05/05/2017 98,436 The restricted stock awards vests in three annual installments in amounts and at exercise prices according to a vesting schedule. Under an Employee Stock Option, Mr. Kurrikoff has the right-to-buy 85,000 shares of Class A Common Stock, which right expires May 24, 2017. The options vest over a three-year period and will become exercisable on May 24, 2010 and each anniversary of May 24. The grant price is $4.36. All of the options were granted pursuant to the 2004 Long Term Management Incentive Plan. About Blockbuster Inc. Dallas-Tex.-based Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment, with over 6,500 stores in the United States, its territories and 17 other countries as of January 3, 2010. The Company's balance sheet as of January 3, 2010, showed $1.538 billion in assets and $1.852 billion of debts, for a stockholders' deficit of $314.3 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a net loss from operations for the year ended January 3, 2010, and has a stockholders' deficit as of January 3, 2010. In addition, the increasingly competitive industry conditions under which the Company operates have negatively impacted the Company's results of operations and cash flows and may continue to in the future. * * * As reported in the Troubled Company Reporter on March 22, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'. The 'CC' rating indicates that, in S&P's opinion, Blockbuster is highly vulnerable to default. The outlook is negative. BLUEKNIGHT ENERGY: Solus Funds Hold 6.90% of Common Stock --------------------------------------------------------- Solus Alternative Asset Management LP, Solus GP, LLC, and Christopher Pucillo, the fund's managing member, disclosed that as of December 31, 2009, they may be deemed to beneficially own 1,500,0001 shares or roughly 6.90% of the common stock of Blueknight Energy Partners, L.P. As of December 31, 2009, the Funds managed on a discretionary basis by Solus et al. had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Units. One such account, SOLA LTD, had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Units. About Blueknight Energy Blueknight Energy Partners, L.P. (Pink Sheets: BKEP) -- http://www.bkep.com/-- provides integrated terminalling, storage, processing, gathering and transportation services for companies engaged in the production, distribution and marketing of crude oil and asphalt products. The Partnership manages its operations through three operating segments: (i) crude oil terminalling and storage services, (ii) crude oil gathering and transportation services and (iii) asphalt services. The Partnership's balance sheet as of December 31, 2009, showed $310.7 million in assets and $452.9 million of debts, for a partners' deficit of $142.2 million. As reported by the Troubled Company Reporter on April 5, 2010, PricewaterhouseCoopers LLP, in Tulsa, Okla., expressed substantial doubt about the Partnership's ability to continue as a going concern. The independent auditors noted that the Partnership has substantial long-term debt, a deficit in partners' capital, and significant litigation uncertainties. As reported by the TCR on April 8, Blueknight Energy Partners entered into a Waiver and Amendment to Credit Agreement with its lenders. The Amendment, among other things, waives the requirement for the report of Blueknight's independent registered public accounting firm accompanying its financial statements for the year ended December 31, 2009, and December 31, 2010, to not contain an explanatory paragraph expressing significant doubt about Blueknight's ability to continue as a going concern. The Company notes that if it refinances all of the debt under the credit agreement on or before January 6, 2011, all Deferred Interest will be automatically forgiven by the lenders. BRENT NICHOLSON: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Brent Nicholson Mary Nicholson Bullivant Houser Bailey PC 1601 5th Avenue, Ste. 2300 Seattle, WA 98101 Bankruptcy Case No.: 10-14522 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Richard G. Birinyi, Esq. Bullivant Houser Bailey PC 1601 5th Ave Ste 2300 Seattle, WA 98101-1618 Tel: (206) 292-8930 E-mail: rick.birinyi@bullivant.com Scheduled Assets: $10,821,599 Scheduled Debts: $78,442,255 The petition was signed by Brent Nicholson and Mary Nicholson. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Indy $11,487,101 1220 Main St. Vancouver, WA 98660 Seattle Bank $5,583,484 190 Queen Anne Ave., N., Suite 100 Seattle, WA 98109 Liberty Mutual $5,000,000 1605 LBJ Freeway, Suite 710 Dallas, TX 75234 Wachovia Trust $4,117,853 PO Box 2127 Spokane, WA 99210-2127 Jerry Johnson $3,500,000 1301 Spring St., H 18 Seattle, WA 98264 Seattle Bank $3,277,875 190 Queen Anne Ave. N., Ste. 100 Seattle, WA 98109 Citybank $2,730,146 PO Box 97007 Lynnwood, WA 98046-9707 Citybank $2,600,000 PO Box 97007 Lynnwood, WA 98046-9707 Mechanic's Bank $2,500,000 725 Alfred Nobel Dr. Hercules, CA 94547 Wachovia $2,306,717 NC1075, 201 S. College St. Charlotte, NC 28244 Wachovia $2,306,717 NC1075, 201 S. College St. Charlotte, NC 28244 Wachovia $2,246,694 NC1075, 201 S. College St. Charlotte, NC 28244 Wachovia $2,013,415 NC1075, 201 S. College St. Charlotte, NC 28244 Homestreet $1,975,000 601 Union St. Seattle, WA 98101 Homestreet $1,684,466 601 Union St. Seattle, WA 98101 Citybank $1,645,382 PO Box 97007 Lynnwood, WA 98046-9707 Union Bank $1,600,000 PO Box 30115 Los Angeles, CA 90030 Washington First $1,500,000 International Bank 9709 Third Avenue Northeast Seattle, WA 98115 First Independent Bank $1,364,853 1220 Main St. Vancouver, WA 98660 George Solomon $1,254,987 314 Byrd St. Centralla, WA 98531 CABERNET HOLDINGS: Files for Bankruptcy to Stop Foreclosure ----------------------------------------------------------- Vikki Broughton Hodges at The Dispatch reports that Cabernet Holdings filed for bankruptcy under Chapter 11 to avert a foreclosure action on its property. NewBridge Bank, owed about $6.6 million in loans, had sought foreclosure of Cabernet's property. The bank wants the bankruptcy case dismissed to allow it to proceed with the foreclosure. A hearing is set for May 18 to consider the request. The Company said that it plans to present to the court a plan of reorganization on the same day. William Miller at Roberson, Haworth & Reese was named receiver for the Company. Cabernet Holdings owns the Holiday Inn Express Hotel & Suites at the Vineyard. CARBURTON PROPERTIES: Case Dismissed for "Bad Faith" Filing ----------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware dismissed the Chapter 11 case of Carburton Properties 8, LLC. As reported in the Troubled Company Reporter on March 12, 2010, National Servicing and Administration, LLC, sought for the dismissal of the Debtor's case because the Debtor intends "to use its Chapter 11 proceeding to frustrate the orders of the U.S. Bankruptcy Court for the District of Oregon and the Superior Court of Washington for Clark County, which, if permitted, would severely prejudice the rights of NSA and other affected parties in a situation where there is no equity in the subject property and the highest and best use of the property has already been determined to be the immediate sale of the property as opposed to use for any other type of reorganization." Orchards Village Investments, LLC, filed for Chapter 11 bankruptcy protection on February 13, 2009, in the U.S. Bankruptcy Court for the District of Oregon. According to NSA, the Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the District of Oregon confirmed a Chapter 11 plan approving the sale of Carburton's modest, fractional interest in the land underlying the Orchards Village Senior Living Community on January 25, 2010. Carburton is a tenant in common owner of a fractional interest in the real property underlying the Orchards Village Senior Assisted Living Community in Vancouver, Washington. NSA says that the confirmed Plan was in the process of implementation when, on March 3, 2010, Carburton filed for Chapter 11 bankruptcy protection in order to disrupt the implementation of the Plan, and to destroy, frustrate, or otherwise delay an arms' length sale of the Orchards pursuant to the Plan, NSA states. About Carburton Properties Portland, Oregon-based Carburton Properties 8, LLC, filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. D. Delaware Case No. 10-10762). Robert K. Beste, Jr., Esq., at Cohen Seglias Pallas Greenhall & Furman, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CARL STROMBERG: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Carl Richard Stromberg dba Heritage Financial Services 16966 Avenida de Santa Ynez Pacific Palisades, CA 90272 Bankruptcy Case No.: 10-25868 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Steven L. Bryson, Esq. Law Office of Steven L Bryson 11377 W Olympic Blvd Ste 500 Los Angeles, CA 90064 Tel: (310) 477-4555 Fax: (310) 473-4556 E-mail: slblaw1@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Carl Richard Stromberg. CATALYST PAPER: Settles Tax Dispute with Powell River ----------------------------------------------------- Catalyst Paper and the City of Powell River, British Columbia, on April 9, 2010, inked an agreement in principle to achieve the twin objectives of reducing the Class 4 property tax rate paid by the company's Powell River mill while assisting the City in reducing significantly its capital expenditures for future municipal service infrastructure. "Council committed to looking for solutions to the major industry property tax in Powell River," said Mayor Stewart Alsgard. "We have held frank, realistic discussions with Catalyst culminating in a very positive outcome that reflects the needs of the community and provides for a way forward under challenging circumstances." Under the agreement, the City has committed that the company's annual property taxes payable to the City will not exceed $2.25 million for five years. In addition, the City and Catalyst agreed to jointly pursue environmental permit amendments and related arrangements that would enable a 20-year service agreement valued at $750,000 annually in the first five years, under which Catalyst will treat the City's liquid waste using the mill's effluent system and burn the City's bio-solids in the mill's waste wood boiler. "We saw that we both had a cost problem associated with municipal services. And we came to a shared conclusion that, going forward, the City's circumstances could be addressed more cost-efficiently by making our mill infrastructure available for municipal use," said Richard Garneau, Catalyst president and chief executive officer. "Cooperation and flexibility helped us take a big step toward the $1.5 million property tax goal, and together the City and Catalyst were able to find a solution that's right for Powell River." The agreement will see Catalyst drop its legal appeal of the City's 2009 municipal tax levy and pay into trust $2.5 million in outstanding 2009 municipal property taxes including penalties and interest, pending the City's completion of arrangements for implementing its 2010 business plan with the provincial government. Related commitments by the company include sale to the City of the mill's unoccupied administration office building and associated lands for a nominal price, and a four-year mortgage extension to PRSC LLP, a three-way partnership with the City and Tla'Amin First Nation formed in 2006 to facilitate local economic diversification through land sales. The City and Catalyst will also explore a variety of joint economic development initiatives and a revenue upside contribution arrangement, capped at $500,000 annually, based on the Powell River paper mill's ability to achieve a return on capital employed in excess of 10%. Located on the Sunshine coast 125 km north of Vancouver, Powell River is a community of approximately 13,500 with access to Vancouver, Vancouver Island and the Sechelt Peninsula. About Catalyst Paper Headquartered in Richmond, British Columbia, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six mills strategically located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tones. At December 31, 2009, the Company had total assets of $2.090 billion against total liabilities of $1.295 billion. * * * In mid-March 2010, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Catalyst Paper to 'SD' (selective default) from 'CC'. Given the weak outlook for the company's specialty paper and newsprint segments, S&P expects Catalyst to continue to face challenging market conditions in 2010. Moody's Investors Service also downgraded Catalyst's Corporate Family Rating to Caa1 from B3 while revising the Probability of Default Rating to Caa1/LD from Caa3, with the "/LD" suffix signaling a "limited default". Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. CATALYST PAPER: Annual Shareholders' Meeting Today -------------------------------------------------- The Annual and Special Meeting of Catalyst Paper Corporation will be held at the Delta Vancouver Airport Hotel, 3500 Cessna Drive, Richmond, British Columbia, on April 28, 2010 at 2:00 p.m., local time, for these purposes: 1. To place before the Meeting the consolidated financial statements of the Corporation for the year ended December 31, 2009, and the auditors' report thereon; 2. To elect the directors for the ensuing year; 3. To reappoint auditors for the ensuing year; 4. To consider and, if thought advisable, approve certain amendments to the Corporation's Restricted Share Unit Plan; and 5. To transact such other business as may properly come before the Meeting. Richard Garneau, the Company's President and Chief Executive Office, will leave the Company effective the end of May 2010 for personal reasons. The Board of directors has commenced a search for a successor. The directors have fixed the close of business on March 17, 2010 as the record date for determining Shareholders who are entitled to attend and vote at the Meeting. A full-text copy of the Management Proxy Circular is available at no charge at http://ResearchArchives.com/t/s?60d1 Catalyst recorded a net loss attributable to the Company of C$4.4 million and a net loss attributable to the Company before specific items of C$58.8 million in 2009, compared to a net loss attributable to the Company of C$219.8 million and a net loss attributable to the Company before specific items of C$25.6 million in 2008. The net loss attributable to the Company in 2009 included an after-tax foreign exchange gain of C$64.0 million on the translation of U.S. dollar-denominated long-term debt, an after-tax gain on cancellation of long-term debt of C$26.1 million, after-tax restructuring costs of C$12.5 million, an after-tax impairment change of C$13.1 million related to excess machine capacity in 2009, an unfavorable tax adjustment of C$8.6 million and after-tax fees of C$1.5 million related to the bond exchange. EBITDA in 2009 was C$103.5 million compared to C$159.4 million in 2008. EBITDA before specific items was C$121.4 million, compared to C$189.5 million in 2008. Specific items in 2009 included restructuring costs of C$17.9 million, compared to restructuring costs of C$30.1 million in 2008. On March 10, 2010, pursuant to an exchange offer by the Company, senior unsecured notes of US$318.7 million at 8.625%, due June 2011, were exchanged for new senior secured notes of US$280.4 million at 11.0%, due December 2016, leaving US$35.5 million of senior unsecured notes due in June 2011 outstanding. The Company's capital expenditures were C$11.5 million in 2009, compared to C$41.9 million in 2008 and C$85.8 million in 2007. At December 31, 2009, the Company had liquidity of C$157.4 million after taking into account the financial covenant to maintain excess availability above C$35.0 million. This comprised C$83.1 million cash and the availability of C$74.3 million on the Company's ABL Facility. At December 31, 2009, the Company had total assets of $2.090 billion against total liabilities of $1.295 billion. A full-text copy of the consolidated financial statements and the auditors' report for the year ended December 31, 2009, are available at no charge at http://ResearchArchives.com/t/s?60d2 About Catalyst Paper Headquartered in Richmond, British Columbia, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six mills strategically located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tones. At December 31, 2009, the Company had total assets of $2.090 billion against total liabilities of $1.295 billion. * * * In mid-March 2010, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Catalyst Paper to 'SD' (selective default) from 'CC'. Given the weak outlook for the company's specialty paper and newsprint segments, S&P expects Catalyst to continue to face challenging market conditions in 2010. Moody's Investors Service also downgraded Catalyst's Corporate Family Rating to Caa1 from B3 while revising the Probability of Default Rating to Caa1/LD from Caa3, with the "/LD" suffix signaling a "limited default". Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. CELEBRITY RESORTS: Files List of 20 Largest Unsecured Creditors --------------------------------------------------------------- Celebrity Resorts, LLC, et al., have filed with the U.S. Bankruptcy Court for the Middle District of Florida a consolidated list of their 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Strataforce 691 Front Street Suite 220 Broker Fees/ Celebration, FL 34747 Reserves $614,307 The Suites At Steamboat Owners Assoc 8451 Palm Parkway Lake Buena Vista, FL 32836 Maintenance Fees $502,700 Brigantine Inn Resort Club Condo Assoc 8451 Palm Parkway Lake Buena Vista, FL 32836 Maintenance Fees $478,791 Hilltop Resort Owners Assoc 8451 Palm Parkway Lake Buena Vista, FL 32836 Maintenance Fees $381,294 Resort World of Orlando Section II, Inc. 8451 Palm Parkway Lake Buena Vista, FL 32836 Maintenance Fees $302,600 Harbor Club Owners Assoc 8451 Palm Parkway Lake Buena Vista, FL 32836 Maintenance Fees $265,912 Reno Spa Resort Maintenance Fees $163,430 Aloha Bay Condo Assoc., Inc. Maintenance Fees $142,037 The Spas at Resort World Condo Association Maintenance Fees $114,192 The Oaks at Resort World Condo Association Maintenance Fees $89,090 The Villas At Resort World Condo Association Maintenance Fees $82,297 Brigantine Villas Condo Association Maintenance Fees $80,038 Dugan Millenia LLC Building Lease $77,831 International Escrow Svcs Accrued Closing $64,895 Costs Frazier Park Group Broker Fees/Reserves $55,898 Rocker Fruit Company Premium Accrual $55,000 Resort World of Orlando Section I, Inc. Maintenance Fees $54,352 Leisure Real Estate Mgmt Inc Consulting $50,108 Panzl & Company, PA Legal Services $41,848 Dell Financial Services Software $18,572 Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case No. 10-03550). R Scott Shuker, at Latham Shuker Eden & Beaudine LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CENTAUR LLC: U.S. Trustee Forms 5-Member Creditors Committee ------------------------------------------------------------ Roberta A. Deangelis, Acting U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Centaur, LLC, et al., The Creditors Committee members are: 1. Ames Construction, Inc. Attn: Todd Goderstad 2000 Ames Drive Burnsville, MN 55306 Tel: (952) 892-8678 Fax: (952) 892-8664 2. U.S. Foodservice, Inc. Attn: Claudia Regen, Esq. 9399 W. Higgins Rd., Ste. 600 Rosemont, IL 60018 Tel: (847) 720-2442 Fax: (480) 293-2706 3. WMS Gaming Inc. Attn: Deborah K. Fulton 800 S. Northpoint Blvd. Waukegan, IL 60085 Tel: (773) 564-4514 Fax: (773) 564-4504 4. Preit-Rubin, Inc. & PR Valley View Downs. L.P. c/o Pennsylvania Real Estate Investment Trust Attn: Bruce Goldman The Bellevue, 3rd Floor 200 South Broad Street Philadelphia, PA 19102 Tel: (215) 875-0780 Fax: (215) 546-7311 5. Churchill Downs Inc. Attn: William E. Mudd 700 Central Ave. Louisville, KY 40208 Tel: (802) 363-4400 Fax: (502) 636-4439 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. Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- is an Indianapolis, Indiana-based company involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Delaware Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $500,000,001 to $1,000,000,000 as of the Petition Date. CF INDUSTRIES: Moody's Gives Stable Outlook; Affirms 'Ba3' Rating ----------------------------------------------------------------- Moody's Investors Service moved the outlook on CF Industries Holdings, Inc., to positive from stable as Moody's indicated was likely in Moody's April 6, 2010 press release. Moody's also affirmed the Ba3 Corporate Family Rating of CFH and affirmed the Ba1 rating to the $1,700 million of guaranteed senior secured credit facilities of CF Industries, Inc. Subsequent to the recent successful issuance of equity and unsecured notes CFI's senior credit facilities now consist of a $1,200 million five-year term loan B-1 and a $500 million five-year revolving facility (up from a proposed $300 million revolver). Moody's does not view the $200 million increase to the revolver as a negative as the expected usage of the revolver is likely to be limited. Moody's affirmed a B1 rating on $1,600 million in senior unsecured notes. The Ba1 rating on the initial "B-2" term loan tranche have been withdrawn. The ratings on Terra Industries Inc.'s Ba3 CFR and the ratings of Terra Capital will be withdrawn in the near future. "The positive outlook reflects Moody's assumption that excess free cash flow is likely to be used for debt reduction and that these reductions, if completed on a sustainable basis, could lead to positive ratings movement," said Moody's analyst Bill Reed. The positive outlook reflects the improved market positions gained as a function of the merger with Terra along with the robust nitrogen fertilizer markets and favorable outlook for the fertilizer sector. The outlook also incorporates management's limited track record operating a levered entity along with uncertainties surrounding the company's proposed project in Peru. If in the near term management is successful at reducing debt while realizing the identified synergies of the merger there could be positive pressure on the ratings. In addition should the impact of the proposed project in Peru be benign to the company's credit profile Moody's could upgrade the ratings. In Moody's initial rating press release, on April 6th, 2010 Moody's indicated that if the proposed equity and unsecured note issuances are successful and completed in a timely manner according to the terms proposed, Moody's would likely move the outlook for the ratings to positive. The gross proceeds (totaling some $2.75 billion) from the $1.15 billion of equity and the $1.6 billion of senior unsecured notes were used to refinance bridge facilities comprised of an initial five-year "B-2" term loan tranche rated Ba1 along with an unrated bridge facility. CFH's Ba3 CFR reflects improved market positions gained as a function of the merger combined with the prospect of healthy market conditions, particularly for the nitrogen industry over the intermediate term. The rating also factors in management's historic conservative financial philosophy. However, the rating is tempered by the prospect of a new approach for capital structure and the uncertainty surrounding the financing of a proposed project in Peru. Despite significant use of equity and cash to fund the acquisition, the merger marks a material change to CFH's history of being debt free. Pro forma for 2009 combined EBITDA, initial leverage (debt/EBITDA) is about 2.8X, well above management's publicly stated targets of 1.0X -1.5X. This merger reflects a change in CFH's approach to its capital structure and while the initial targets are conservative Moody's would like to see a longer track record of CFH managing to these targets. CFH's $3.3 billion debt does not reflect the impact of a potentially significant project in Peru. CFH is contemplating an ammonia/urea complex that would cost from $1.5 to $2.0 billion. While the proposed project has a sound strategic rationale, including a favorable signed gas supply agreement, financing arrangements are still to be determined. Management is currently endeavoring to lower the cost estimates for the project from an original study that resulted in higher than expected costs. While the final purchase price of Terra is much higher than originally proposed in early 2009, Moody's views the merger as positive. This positive impact is directly related to 1) the use of cash and equity in addition to debt to fund the acquisition, 2) the near-term prospects for a multi-year recovery in CFH's primary fertilizer businesses and, to a lesser extent, 3) the $135 million of potential operating and financial synergies that are anticipated to result from the merger by the end of 2011. Moody's believes that management intends to eventually run the new company with a credit profile that suggests a higher rating. These ratings were affirmed: CF Industries Holdings, Inc. * Corporate Family Rating Ba3 * Probability of Default Rating Ba3 * Speculative Grade Rating -- SGL-1 CF Industries, Inc. * $1,200 million guaranteed senior secured term loan B-1 due 2015 -- Ba1 LGD-2 22% * $500 million guaranteed senior secured term revolver, due 2015 - - Ba1 LGD-2 22% * $800 million 6.875% senior unsecured notes -- B1 LGD-5 76% * $800 million 7.125% senior unsecured notes -- B1 LGD-5 76% Ratings to be withdrawn in the near future. Terra Industries Inc. * Probability of Default Rating, on Review Possible Upgrade, currently Ba3 * Corporate Family Rating, on Review Possible Upgrade, currently Ba3 Terra Capital, Inc. * Senior Unsecured Regular Bond/Debenture, on Review Possible Upgrade, currently B1, LGD4, 65% Outlooks to be withdrawn: * Terra Industries Inc. * Terra Capital, Inc. Moody's most recent announcement concerning the ratings for CFH was on April 6, 2010. The initial CFR rating of Ba3 along with other ratings and a stable outlook were assigned. Moody's most recent announcement concerning the ratings for Terra was on February 17, 2010, when the ratings were placed under review for possible upgrade. CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, is a leading global producer of nitrogen based and phosphate fertilizers. Moody's believes that CFH on a pro forma basis would have generated annual revenues of about $3.4 billion for the period ending December 31, 2009. CHAPMAN TRANSPORT: Selling Personal Property for $175,000 --------------------------------------------------------- John C. Melaragno, Esq., the Chapter 11 Trustee appointed in Chapman Transport, Inc.'s on-going Chapter 11 case, will ask Chief Judge Agresti on May 6, 2010, at 2:30 p.m., in Erie, Pa., for permission to sell all of the Debtor's tangible personal property, including: -- 2005 Peterbilt - VIN No. 1XP5DB9X05N855991; -- 2000 Peterbilt - VIN No. 1XPFDB9X2YD507334; -- 2000 Peterbilt - VIN No. 1XPFDB9X9YN539384; -- 1999 Kenworth - VIN No. 1XKDDB9X0XJ792211 -- 1999 Freightliner - VIN No. 1FUYDZYB6XP975663 -- 1999 Utility Trailer - VIN No. 4UYFS2482XA740302; -- 1997 Walker Trailer - VIN No. 1W9P82025F1027415; -- 1998 Stoughton Trailer - VIN No. 1DW1A4829TS981205; -- 2002 Fontaine Trailer - VIN No. - 13N24830425913093; -- 2002 Ford F-350 - VIN No. 1FTSW31F52EA86424; -- 2006 Peterbilt - VIN No. - 1NP5LBOX76N888577; -- 1978 Butler - Salvage; -- 1982 Brenner Trailer - Salvage; -- 1975 Brenner Trailer - Salvage; -- Air Compressor Air Tools; -- Air Jacks; -- Truck Tools; -- New Holland Skid Steer; -- Pressure Washer -- Mechanic Tools; -- Tires; -- about 1,500 gallons of fuel; -- Truck Parts; -- Motor Oil; -- Miscellaneous Bolts & Wire Products; -- All Existing Milk Routes, including all operating authority issued by the FMCSA and other licenses and permits to operate the milk runs; -- Computer, Fax, Copier, Calculator; -- the Business Name "Chapman Transport"; for $175,000 to an unidentified buyer or to a higher bidder if one should emerge. Chapman Tranport, Inc., sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 05-14761) in 2005. The Chapter 11 Trustee is represented by: John C. Melaragno, Esq. Melaragno & Placidi 502 West Seventh Street Erie, PA 16502 Telephone: (814) 459-5557 CHENIERE ENERGY: BlackRock Hikes Equity Stake to 11.19% ------------------------------------------------------- BlackRock, Inc., disclosed that as of March 31, 2010, it may be deemed to beneficially own 6,405,060 shares or roughly 11.19% of the common stock of Cheniere Energy, Inc. As of December 31, 2009, BlackRock may be deemed to beneficially own 3,241,005 shares or roughly 5.73% of Cheniere Energy common stock. About Cheniere Energy Houston, Texas-based Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/-- is developing a network of three LNG receiving terminals and related natural gas pipelines along the Gulf Coast of the United States. Cheniere is pursuing related business opportunities both upstream and downstream of the terminals. Cheniere is also the founder and holds a 30% limited partner interest in a fourth LNG receiving terminal. At December 31, 2009, the Company had total assets of $2,732,622,000 against total current liabilities of $66,212,000, long-term debt, net of discount of $2,692,740,000, long-term debt- related parties of $349,135,000, deferred revenue of $33,500,000 and other non-current liabilities of $23,162,000. Total deficit widened to $432,127,000 at December 31, 2009, from total deficit of $274,054,000 at December 31, 2008. CHENIERE ENERGY: Compensation Panel OKs 2010 Goals & Bonus Plan --------------------------------------------------------------- Cheniere Energy, Inc.'s Compensation Committee on April 8, 2010, approved the Cheniere Energy, Inc. 2010 Goals & Bonus Plan. The Corporate Plan under the 2010 Goals & Bonus Plan covers all employees of the Company not designated as participants in the Company's field operator and technician plan and is designed to link the performance goals and bonus awards for the 2010 performance year to margin goals that are tied to short-term and long-term contracts entered into by the Company. A bonus pool will be generated for the 2010 performance year from which bonuses will be paid to the participants. The bonus pool will be funded based on the total amount of gross margins -- defined as earnings minus direct costs (non-GAAP measure) -- generated from short-term and long-term contracts entered into by the Company during the 2010 fiscal year. The bonus pool will have a minimum funding of $5,000,000, which will be increased with 12% of any gross margin generated from short-term and long-term contracts. Gross margins generated from short-term contracts, which are defined as contracts entered into for a period of less than four years, will fund the bonus pool only to the extent that gross margins from short-term contracts are credited to the 2010 fiscal year. Gross margins generated from long-term contracts, which are defined as contracts entered into for a period of four years or more, will equal the present value of the gross margins over the contract(s) term, applying a 15% discount rate to gross margins in year four and beyond. Following the 2010 performance period, the $5,000,000 Minimum Funding and the Short-Term Component of the Bonus will be paid in cash no later than February 28, 2011, to participants who are employees of the Company as of such payment date. The Long-Term Component of the Bonus will be paid to the participants in a combination of 50% cash and 50% equity, subject to vesting requirements and potential cash limitations. Each participant's cash and equity portion of the Long-Term Component will be determined no later than February 28, 2011, and will be paid in one-third installments. The first installment of the cash and equity portions of the Long-Term Component will vest and be paid no later than February 28, 2011, to the participants who are employees of the Company as of that date -- Initial Vesting Date. The second installment of the cash and equity portions of the Long-Term Component will vest and be paid to the participants on the first anniversary of the Initial Vesting Date, and the third installment will vest and be paid on the second anniversary of the Initial Vesting Date. The total number of shares to be granted to participants under the equity portion of the Long-Term Component will be determined by dividing 50% of the total amount of the Long-Term Component by the average closing price of the Company's common stock as reported on the NYSE Amex, LLC for the month of December 2010. The first installment of the equity portion of the Long-Term Component will be granted in the form of freely tradable shares of Stock. The second and third installments of the equity portion of the Long-Term Component will be granted in the form of restricted stock of the Company. The Stock and Restricted Stock Grants will be made from the Company's Amended and Restated 2003 Stock Incentive Plan, as amended, or any successor plan. In the event the Company does not have sufficient shares of Stock in the 2003 LTIP or a successor plan at the time of grant to fund the equity portion of the Bonus, then the Company may settle the unfunded equity portion of the Bonus with cash. The total annual cash Bonus payment that may be paid to all participants is limited to $20,000,000 per year until the bonus pool is paid. The Company has the right to take any action as may be necessary or appropriate to satisfy any federal, state, local or any other tax withholding obligations as it determines are necessary at the time payments of the Bonus are made. About Cheniere Energy Houston, Texas-based Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/-- is developing a network of three LNG receiving terminals and related natural gas pipelines along the Gulf Coast of the United States. Cheniere is pursuing related business opportunities both upstream and downstream of the terminals. Cheniere is also the founder and holds a 30% limited partner interest in a fourth LNG receiving terminal. At December 31, 2009, the Company had total assets of $2,732,622,000 against total current liabilities of $66,212,000, long-term debt, net of discount of $2,692,740,000, long-term debt- related parties of $349,135,000, deferred revenue of $33,500,000 and other non-current liabilities of $23,162,000. Total deficit widened to $432,127,000 at December 31, 2009, from total deficit of $274,054,000 at December 31, 2008. CHENIERE ENERGY: Deal to Sell Freeport Stake Has Non-Shop Clause ---------------------------------------------------------------- Cheniere Energy, Inc., and Cheniere FLNG, L.P., a wholly owned subsidiary of Cheniere, on April 21, 2010, entered into a Purchase and Sale Agreement with Zachry American Infrastructure, LLC, and Hastings Funds Management (USA), Inc., pursuant to which Cheniere FLNG agreed to sell its 30% limited partner interest in Freeport LNG Development, L.P., to a special purpose entity to be formed which will be an affiliate of ZAI. The deal has a non-shop clause. From April 21, 2010 through the earlier of (i) the date of Closing, (ii) the date the Purchase Agreement is terminated or (iii) June 30, 2010, neither Cheniere FLNG nor Cheniere may enter into an agreement, solicit any proposals or offers, or participate in any discussions or negotiations relating to any other similar transaction. Pursuant to the deal, the Purchasing Entity will pay Cheniere FLNG $108 million in cash for the Interest and in consideration of the other agreements contained in the Purchase Agreement. The Purchaser may terminate the Purchase Agreement without penalty prior to May 20, 2010 if the Purchaser determines that it is unable to obtain capital commitments from potential investors in the Purchasing Entity of at least $108 million for purposes of the transaction contemplated by the Purchase Agreement. If the Purchaser notifies Cheniere FLNG that it is unable to obtain such capital commitments, Cheniere FLNG may terminate the Purchase Agreement. Cheniere FLNG or the Purchaser may terminate the Purchase Agreement if the other party's obligations have not been satisfied or waived at or prior to June 30, 2010. The Purchase Agreement also contains other customary termination provisions. The Closing is conditioned upon (i) the prior closing of the purchase by the Purchasing Entity of limited partner interests in Freeport sufficient to give the Purchasing Entity a majority of the limited partner interests in Freeport upon the Closing, (ii) the termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of the written consents of Port Freeport, Texas and Freeport's general partner, (iv) the execution and delivery of an Assignment and Assumption Agreement and Waiver and Release and (v) other customary closing conditions. At the Closing, Cheniere and Cheniere FLNG have agreed to enter into an Assignment and Assumption Agreement with the Purchasing Entity. Pursuant to the Assignment and Assumption Agreement, Cheniere FLNG will assign the Interest to the Purchasing Entity. In addition, Cheniere and Cheniere FLNG will, on their own behalf and on behalf of their affiliates, assign to the Purchasing Entity any and all claims they may have against Freeport, Freeport LNG Investments, LLLP, the general partner of Freeport and Michael S. Smith, other than any claims they may have against Freeport, any of its subsidiaries and the general partner of Freeport, or any of them, with respect to the Settlement Agreement, dated June 14, 2001, between Cheniere and Crest Investment Company and certain related agreements. The parties have agreed that, after the Closing, they will indemnify each other for breaches of representations, warranties and covenants; provided, however that, with limited exceptions, the indemnification obligations of each of Cheniere FLNG and the Purchasing Entity will not exceed $25 million in the aggregate. A full-text copy of the agreement is available at no charge at http://ResearchArchives.com/t/s?60ca About Cheniere Energy Houston, Texas-based Cheniere Energy, Inc. (NYSE Amex: LNG) -- http://www.cheniere.com/-- is developing a network of three LNG receiving terminals and related natural gas pipelines along the Gulf Coast of the United States. Cheniere is pursuing related business opportunities both upstream and downstream of the terminals. Cheniere is also the founder and holds a 30% limited partner interest in a fourth LNG receiving terminal. At December 31, 2009, the Company had total assets of $2,732,622,000 against total current liabilities of $66,212,000, long-term debt, net of discount of $2,692,740,000, long-term debt- related parties of $349,135,000, deferred revenue of $33,500,000 and other non-current liabilities of $23,162,000. Total deficit widened to $432,127,000 at December 31, 2009, from total deficit of $274,054,000 at December 31, 2008. CHINA RUNJI: Earns $84,918 in Q2 Ended February 28 -------------------------------------------------- China Runji Cement Inc. filed its quarterly report on Form 10-Q, showing net income of $84,918 on $11,667,963 of revenue for the three months ended February 28, 2010, compared with net income of $744,473 on $9,290,749 of revenue for the same period of 2009. The Company's balance sheet as of February 28, 2010, showed $81,229,447 in assets, $54,022,605 of debts, and $27,206,842 of stockholders' equity. "The Company had a working capital deficiency of $35,019,288 as of February 28, 2010. This factor raises substantial doubt about the ability of the Company to continue as a going concern." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?60ba Based in Chao Hu City, An Hui Province, People's Republic of China, China Runji Cement Inc. was incorporated as FitMedia Inc. on August 30, 2004. Through its ownership of Anhiu Province Runji Cement Co., Ltd. -- http://www.chinarunji.com/-- a corporation organized under the laws of the People's Republic of China, the Company is a producer and distributor of cement, primarily in An Hui Province of central China and neighboring locations. Anhui Runji is located in Xianzong Town, Hanshan County, An Hui Province. CHINA VOIP: December 31 Balance Sheet Upside-Down by $3.6 Million ----------------------------------------------------------------- China VoIP & Digital Telecom Inc. filed on April 14, 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 $6,334,561 in assets and $9,926,845 of debts, for a stockholders' deficit of $3,592,284. The Company reported a net loss of $7,682,890 on $1,284,768 of revenue for 2009, compared with net income of $2,438,162 on $2,634,179 of revenue for 2008. Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's significant operating losses and insufficient capital. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?60bb Based in Jihan, China, China VoIP & Digital Telecom, Inc., formerly known as Crawford Lake Mining, Inc., is a developer of computer software and hardware and digital video pictures system and a developer of computer network and network audio devices, parts and low value consumables. After completing the acquisition of Beijing PowerUnique Technologies Co., Ltd. in 2008, the Company was focusing on the Voice over Internet Phone, information security and virtualization technology related business. CIMAREX ENERGY: S&P Affirms Corporate Credit Rating at 'BB' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit and other ratings on exploration and production company Cimarex Energy Co. At the same time, S&P revised the outlook to positive from stable. "The positive outlook reflects the potential for a ratings upgrade if Cimarex can maintain its historically above-average financial performance in the face of a potentially prolonged period of low natural gas prices (natural gas accounted for around 70% of fourth-quarter 2009 production)," said Standard & Poor's credit analyst Paul Harvey. Additionally, S&P expects Cimarex to continue to increase its liquids production as a buffer to uncertain natural gas prices. S&P would consider revising the outlook back to stable if the company pursues a more aggressive financial policy, or if its liquid-rich Cana-Woodford play, which has helped offset lower natural gas prices, exhibits poor production growth. Cimarex's competitive operating costs and modest debt leverage provide comfort that its liquidity and financial measures will remain above average should natural gas prices stay low for an extended period. During the quarter ended June 30, 2009, annualized funds from operations to debt exceeded 60% despite realized natural gas prices of $3.48 per thousands of cubic feet. Additionally, the company's good liquidity and low debt leverage allow it room to modestly outspend cash flows if needed. Nevertheless, S&P acknowledge Cimarex's weaker business risk relative to 'BB+' rated issuers Southwestern Energy Co., Newfield Exploration Co., and Pioneer Natural Resources Co., who have a greater scale of operations. As a result, S&P expects Cimarex's financial measures will consistently exceed those typical for the 'BB' category, with adjusted debt leverage below 2x and adjusted FFO to debt above 50%. The ratings on Denver-based Cimarex Energy Co. reflect the company's position as a midsize E&P company in the volatile and capital-intensive oil and natural gas industry, a moderate reserve life, and good operating performance. Ratings also reflect the company's consistently strong financial measures, which mitigate its lack of scale relative to larger peers. The positive outlook reflects the potential for a ratings upgrade over the next 6 to 12 months. S&P expects Cimarex to maintain very conservative financial measures such as debt leverage of around 1x to 1.5x, while continuing to expand its liquids production as a buffer to weak natural gas price fundamentals. S&P could stabilize ratings if Cimarex were to pursue a more aggressive financial policy such that debt leverage exceeds 1.5x with no near-term remedy. CINEMARK INC: Moody's Affirms 'B1' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed Cinemark, Inc.'s ratings, including its B1 corporate family and probability of default ratings, and SGL-1 speculative grade liquidity rating. The exisitng Ba3 senior secured bank debt and B3 senior unsecured bond ratings for Cinemark USA, Inc., were also affirmed. The rating outlook remains positive. As a consequence of Cinemark's gradually improving operational performance, the company's leverage and coverage measures have also been gradually improving. When considered in conjunction with a solid liquidity position anchored by a substantial cash balance that could facilitate near-term debt reduction, or alternatively, the acquisition of additional cinema operations that would presumably strengthen the business, Moody's continue to maintain a positive rating outlook. This is despite limited free cash generation, a consequence of ongoing growth initiatives and a dividend that consumes +/- 20% of (unadjusted) EBITDA. The combination of a $438 million cash balance, a substantially unused $150 million revolving credit facility, a lack of financial covenant compliance concerns, no near-term debt maturities, and some assets that could be divested to generate cash, cause liquidity to be assessed as being very good, i.e. SGL-1. In a purely administrative matter, immediately subsequent to being affirmed, the company's Corporate Family Rating, Probability of Default Rating (PDR) and Speculative Grade Liquidity (SGL) Rating were moved to Cinemark USA, Inc., from Cinemark, Inc.; a conforming change was also made to the rating outlook. A minor change to a loss given default assessment caused by changes in the company's liability structure was also processed. Ratings and Outlook Actions: Assigned to Cinemark USA, Inc.; Withdrawn from Cinemark, Inc. -- Corporate Family Rating, Unchanged at B1 -- Probability of Default Rating, Unchanged at B1 -- Speculative Grade Liquidity Rating, Unchanged at SGL-1 -- Outlook, Unchanged at Positive Issuer: Cinemark USA, Inc. -- Senior Secured Bank Credit Facility, Unchanged at Ba3 (LGD3, 31%) -- Senior Unsecured Regular Bond/Debenture, Unchanged at B3, with the loss given default assessment revised to LGD5, 85% from LGD5, 84% Moody's most recent rating action concerning Cinemark was taken on February 17, 2010, at which time the company's amended and extended senior secured credit facility was rated Ba3. Ratings in the Cinemark corporate family were assigned by evaluating factors Moody's believes 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 Cinemark's core industry and Cinemark's ratings are believed to be comparable to those of other issuers of similar credit risk. Cinemark Holdings, Inc., which owns Cinemark, Inc., and (indirectly) Cinemark USA, Inc. and is headquartered in Plano, Texas, is the United States' third largest motion picture exhibitor with 294 theaters and 3,830 screens in 39 states, and internationally (in 13 countries), mainly in Mexico, South and Central America, with a further 130 theaters and 1,066 screens. CIT GROUP: Posts Profit in First Post-Bankruptcy Quarter -------------------------------------------------------- David Henry at Bloomberg News reports that CIT Group Inc. posted a surprise profit in its first full quarter since emerging from bankruptcy. CEO John A. Thain told investors during a conference call that credit losses are easing and that CIT is pushing ahead with plans to cut funding costs and use its banking unit to make more loans. CIT had a first quarter profit of $97 million, or 49 cents a share. The average projection of four analysts surveyed by Bloomberg was a loss of 25 cents a share. About CIT Group CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank holding company with more than $60 billion in finance and leasing assets that provides financial products and advisory services to small and middle market businesses. Operating in more than 50 countries across 30 industries, CIT provides an unparalleled combination of relationship, intellectual and financial capital to its customers worldwide. CIT maintains leadership positions in small business and middle market lending, retail finance, aerospace, equipment and rail leasing, and vendor finance. Founded in 1908 and headquartered in New York City, CIT is a member of the Fortune 500. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. On December 11, CIT emerged from bankruptcy. COACHMEN INDUSTRIES: Urges Shareholders to Reject GAMCO Nominees ---------------------------------------------------------------- The Board of Directors of Coachmen Industries, Inc., is urging shareholders to reject the nominees of Mario J. Gabelli and GAMCO Investors, Inc., to the Company's board at the 2010 Annual Meeting. The Board says the GAMCO nominees neither fill needs of the Company, nor meet the requirements and procedures of the Company's Governance Guidelines. GAMCO is seeking the appointment of Glenn J. Angiolillo, Avrum Gray and Robert S. Prather, Jr., to serve as Company directors. The Company is pushing for the appointment of Robert Deputy, Edwin Miller, and Richard Lavers. GAMCO holds 1,697,719 Company shares, representing 10.49% of the 16,189,322 shares outstanding. A full-text copy of GAMCO's proxy statement is available at no charge at http://ResearchArchives.com/t/s?60cb GAMCO's proxy states that "Mario Gabelli, questioned why the Company entered into financing [with HIG] and why the Company did not reach out to certain shareholders to consider other alternatives." The Board says the Company did reach out to major shareholders specifically for this purpose on numerous occasions, both directly and through an investment banking firm, before entering into the HIG transaction. According to the Board, the Company reached out to Mr. Gabelli who suggested a rights offering, but then refused to back it. Then it was GAMCO, Mr. Gabelli's fund, that led the fight to prevent shareholder authorization to issue preferred shares at the 2009 annual meeting as an alternative to the HIG financing, that would have permitted shareholders to avoid dilution of their interests by participating in a preferred stock offering. GAMCO and Mr. Gabelli not only failed to help in the Company's fund raising efforts, they obstructed the Company's ability to avoid dilution of the shareholders. The Coachmen Board seeks members who "have an ability to contribute an important aspect to the Company's business," with "experiences that would be valuable to the Company in the implementation of its strategies." The Board said that while all of the nominees are accomplished businessmen, none of them has any apparent familiarity with the Company's core business, housing, or the Company's secondary business, specialty vehicles. Only one of them adds to a competency that has been identified as a need by the Governance Committee, Mr. Prather, who has extensive experience in media, as the Company is considering a larger effort in advertising. The current Board has more than enough legal talent and the Company sees no need for a "wealth management advisor." To avoid the expense and distraction of the proxy fight, and to provide the communication channel GAMCO has publicly stated is one of the reasons for nominating this slate, the Chairman of the Board attempted to discuss with GAMCO the alternative of appointing of one of the nominees to the Board, but GAMCO responded that "it is too late for that." "We fail to see why that is the case if communication is the real issue," the Board said. Mr. Deputy is the second largest individual shareholder of the Company, with long term holdings acquired well above the current market value. It is difficult to imagine anybody more committed or incented to retain shareholder value than one of the largest individual shareholders. Mr. Deputy loaned the Company $2 million when it was in desperate financial straits last May. Mr. Deputy also has an unparalleled understanding of the environment in which the specialty vehicle business operates in Elkhart County, experience in the housing industry derived both from years of association with All American Homes and as a former Director of Schult Homes Corporation, experience as the Chief Executive Officer of a manufacturing company offering high-end consumer durables, and political contacts within the State of Indiana that are very valuable to the Company. Mr. Miller is the Chairman of the Audit Committee. This is not a post that should be interrupted mid-term without transition planning, or in the midst of the challenges of a deep recession. As the former Treasurer of Eli Lilly, headquartered in Indianapolis, and currently the CEO of a private investment firm, Mr. Miller provides extensive finance, accounting, audit and equity market expertise to the Board. Mr. Lavers is the only "insider' and member of management on the Board. As the Company's CEO with a 13 year history with the Company, there is nobody on the Board that has the depth of understanding of the Company's operations and challenges as does Mr. Lavers. He led the restructuring of the Company in 2007 that resulted in 2008, one year after taking the helm, in the most profitable first quarter the Company had experienced in 12 years. Mr. Lavers engineered the transition of the Housing Group into major projects, which has allowed the Company to survive the most severe downturn in the single family homes markets in over 70 years. He has continuously reduced the Company's costs of operations, and, in the midst of the recession, he transformed the Specialty Vehicles Group into a profitable business segment through the joint venture for the ARBOC Mobility bus. 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: Says Sales Up 90% to $21.5MM in Q1 ------------------------------------------------------- Coachmen Industries Inc. reported preliminary highlights of its results for the first quarter of 2010 ending March 31, 2010. The company said it plans to issue a complete earnings release and file the first quarter 10-Q in early May. The company said net sales from continuing operations for the first quarter of 2010 were $21.5 million compared to $11.3 million reported for the same period in 2009, an increase of 90%. Gross profits for the quarter were $1.2 million or 5.6% of revenues, compared to a negative gross profit of $2.1 of revenues for the first quarter of 2009. Preliminary results indicate compliance with the revised HIG debt covenants for the three months ended March 31, 2010. Net sales of the Company's Housing Group totaled $14.2 million for the first quarter of 2010 compared to $10.2 million reported for the same period in 2009, an increase of 39.2%. Net sales of the Company's Specialty Vehicle Group totaled $7.3 million for the first quarter of 2010 compared to $1.1 million for the same period in 2009. Unrestricted cash on hand at March 31, 2010 totaled $5.1 million compared to $6.4 million on hand at December 31, 2009, while restricted cash totaled $14.3 million at March 31, 2010 compared to $14.8 million at December 31, 2009. "We are pleased with the year over year improvement in sales for both of our operating segments. Nonetheless, the Housing Group customers continued to face financing constraints, which delayed a number of single family homes and major projects we had hoped to close in the quarter," commented Richard M. Lavers, President and Chief Executive Officer. "There was increased traffic at our builders, our home stores and on our website, which are encouraging signs. We have also begun production of the large apartment project in Iowa, which was previously announced. Also encouraging are the sales of our Specialty Vehicle Group for the first quarter. We expect that this segment of our business will continue to grow during 2010," stated Lavers. "Due to the conversion to a new software management system during the quarter which caused additional time to finalize the close process, we intend to issue a complete earnings release and file the first quarter 10-Q in early May," said Colleen A. Zuhl, Chief Financial Officer. 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. COLTS RUN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Colts Run, LLC 100 North Field Drive, Suite 110 Lake Forest, IL 60045 Bankruptcy Case No.: 10-18071 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: David K. Welch, Esq. Crane Heyman Simon Welch & Clar 135 S Lasalle St., Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 E-mail: dwelch@craneheyman.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Ivan Djurin, manager.. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sherwin Williams $8,095 Store 1261 Assurance Agency, Ltd. $7,478 Ellis Painting $5,135 HD Supply Facilities $5,103 Rite Rug Company, Inc. $5,077 For Rent Magazine $4,276 Apartment Finder $2,612 Wilmar Industries, Inc. $2,414 Assurance Health $1,844 Apartments.com $1,230 Sherwin Williams $928 Store 1261 Hassan Reda $916 Cort Furniture Rental $830 Rent.Com/Payment Center $778 Lowes Commercial Services $589 ABCO Carpet Cleaning $550 Okolona Pest Control, Inc. $480 Illustratus $416 Windstream $390 Office Depot, Inc. $370 Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Berkley Manor Apartments 09-41895 11/04/09 Limited Partnership Ventana Hills Associates, Ltd. 09-41755 11/03/09 CONTINENTAL AIRLINES: PBGC Claim Adds Wrinkle to Merger Talks ------------------------------------------------------------- The Wall Street Journal's Susan Carey and Gina Chon report that a $500 million contingent liability that UAL Corp. would have to pay the Pension Benefit Guaranty Corp. if a merger deal gets done, has added to the impasse between UAL and Continental Airlines Inc. The Journal explains the payment would kick in if the two carriers merged and together threw off more than $3.5 billion in annual earnings before interest, taxes, depreciation and aircraft rent. According to the Journal, the liability dates to 2005, when United terminated its four underfunded employee pension plans in bankruptcy, and the PBGC took over the plans. In exchange, the PBGC received $1.5 billion in notes and convertible stock in the reorganized UAL, which left court protection in early 2006. According to the Journal, citing filings with the Securities and Exchange Commission, if UAL were to trigger the $3.5 billion earnings threshold in any trailing 12-month period beginning last Dec. 31 and going through 2017, UAL is obligated to issue to the PBGC $500 million of 8% contingent senior notes in eight equal semi-annual payments of $62.5 million. The Journal relates that one person familiar with the matter said this wrinkle has now become part of the dispute over the share price in the stock swap. The Journal, citing people familiar with the details, notes that Continental wants its shareholders to be paid with UAL shares valued at their average price in the 30-day period before April 7, when UAL stock started to rise over news reports that it was in merger talks with US Airways Group Inc. United wants to use the price of its shares the day before a merger deal is signed. Sources told the Journal the parties have continued due diligence. The Journal notes UAL shares fell 3.6% Monday to $22.17, while Continental stock rose 5% to $23.13. According to the Journal, Continental's stock didn't start to rise until news leaked that it began merger talks with United less than two weeks ago. As reported by the Troubled Company Reporter last week, US Airways withdrew from its own merger talks with United. Sources have told the Journal that if the merger does go through, Jeff Smisek, Continental's chief executive, would become chief executive of the combined company, while Glenn Tilton, UAL's CEO, would become the nonexecutive chairman. The company would be based in Chicago, and United would be the surviving brand, the people said, according to the Journal. About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. CSA ESCROW: Moody's Assigns 'B1' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned prospective ratings to CSA Escrow Corporation a wholly-owned indirect subsidiary of Cooper- Standard Automotive Inc. that was formed to implement the emergence financing for Cooper-Standard and is not part of the company's bankruptcy estate. The ratings include -- Corporate Family Rating, (P)B1; Probability of Default, (P)B1; senior unsecured note (P)B2. The rating outlook is stable. The proceeds of the senior unsecured notes, a common equity and preferred equity rights offering totaling $355 million, along with cash on hand, will be used to repay Cooper-Standard's debtor-in-possession facility, senior secured pre-petition claims, a portion of the pre-petition senior notes due in cash, and other bankruptcy related claims and expenses. The Escrow Issuer will deposit the gross proceeds of the note offering into a segregated escrow account until the earlier of the date that certain escrow release conditions are satisfied and Cooper-Standard emerges from Chapter 11 protection or a special mandatory redemption event for the notes occurs in which case the proceeds will be refunded to creditors. If the escrow release conditions are satisfied, the Escrow Issuer will merge with and into Cooper-Standard Automotive Inc., with Cooper-Standard Automotive Inc. as the surviving entity. Upon the consummation of the merger, Cooper-Standard Automotive Inc. will assume all of the obligations of the Escrow Issuer and the guarantees of the guarantors under the unsecured notes will become effective. Because of the conditional nature of the transaction, the ratings have been assigned on a prospective basis; if the transaction closes as anticipated the ratings will be affirmed and the provisional designation will be removed. At that time Moody's would also assign a Speculative Grade Liquidity rating to the company, which is likely to be SGL-3 given the currently anticipated adequate liquidity profile of the company. The (P)B1 Corporate Family Rating reflects the company's significantly de-leveraged capital structure that will result upon emergence from bankruptcy reorganization and the prospects for renewed profitability from the company's automotive parts operations. The bankruptcy reorganization is expected to reduce prepetition debt levels by approximately $645 million (or 57%) and provide the company with a debt structure that can be more readily serviced from its operating earnings and cash flow. The reduction in interest expense and the elimination of major amortization requirements will create a greater degree of operating flexibility, enable the company to fund working capital needs, and reinvestment in plant and equipment as global automotive production levels recover during 2010. Despite the bankruptcy filing, Moody's believes that Cooper- Standard has made ongoing product investments and continues to be viewed as a key supplier to major auto OEM's. The company maintains leading market positions in its fluid handling and vehicle sealing systems businesses and continues to be successful in winning net new business. During Chapter 11, Cooper Standard focused its efforts on a financial restructuring, as operating restructuring actions were completed in the years prior to the bankruptcy filing. These actions included plant closures, headcount reductions, and moving production capacity to low cost countries, which facilitated the company's gross margins improving to about 16% in the fourth quarter of 2009 compared to 7.4% in the fourth quarter of 2008. Cooper-Standard's worldwide revenue growth will be challenged by its exposure to European auto sales (approximately 40% of revenues); Moody's expects recovery of the European auto market to lag other regions in 2010 as a result of the pull ahead effect of government-sponsored vehicle scrappage programs in 2009. In addition, Cooper-Standard will continue to have a large revenue exposure to the Detroit-3 with Ford at 35% of sales, GM at 16%, and Chrysler at 6%. This concentration exposes the company to the risks of additional operational restructuring, platform discontinuance, and market share changes at these customers. The stable outlook incorporates Cooper-Standard's dramatically reduced debt levels upon emergence from Chapter 11, an expected improvement in North American automotive production (about 47% of revenues) over 2009, and improvements in the company's cost structure. These factors should support the assigned rating over the intermediate-term. There remains a number of challenges facing the company, including expected regional production pressure in Europe, increasing raw material costs, and ongoing restructuring requirements. Cooper-Standard's operations outside of Europe, and continued ability to develop savings from restructuring actions and operating efficiencies are expected to help mitigate these challenges. The company's EBIT/interest (including Moody's standard adjustments) is expected to approximate 2.0x in 2010 on a pro-forma basis. Cooper-Standard is anticipated to have an adequate liquidity profile following its emergence from bankruptcy. The company is projected to emerge with about $47.3 million of cash on hand. However, Moody's expects the company to be modestly cash flow negative over the near-term as a result of increasing working capital needs and capital expenditures to support growth. The new capital structure will benefit from the lack of amortization requirements over the next twelve months. Upon emergence, Cooper- Standard's $125 million asset based revolving credit facility is expected to have about $15 million of borrowings with about $34.7 million of LCs outstanding. While modest in size, the facility is expected to be largely unfunded over the near term. The primary financial covenant under the asset based revolver will be a springing fixed charge covenant of 1.1 to 1 when availability falls below the greater of $18.75MM or 15% of the facility commitment. The unsecured note will not have financial covenants, providing ample operating flexibility. Alternate liquidity will be limited by debt incurrence covenants under the notes. The Indenture will contain a customary negative pledge covenant which would prohibit liens, other than Permitted Liens (which include the asset based revolving credit faculty and other exceptions), unless the Notes are equally and ratably secured. These ratings were assigned: CSA Escrow Corporation -- formed to facilitate financing for the emergence of Cooper-Standard Automotive Inc. from Chapter 11 protection: * Corporate Family Rating, (P)B1; * Probability of Default, (P)B1; * (P)B2 (LGD4, 58%), for the $450 million senior unsecured notes due 2018 The $125 million asset based revolving credit facility is not rated by Moody's. Cooper-Standard Automotive Inc., headquartered in Novi, Michigan, is a leading global supplier of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and anti-vibration systems. Cooper-Standard Automotive employs approximately 16,000 people globally and operates in 18 countries around the world. The company had net sales of $1.9 billion in 2009. DANIEL JIMENEZ: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Daniel Jimenez 6246 W 35th Ave Wheat Ridge, CO 80033-6407 Bankruptcy Case No.: 10-19701 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Harvey Sender, Esq. 1660 Lincoln St., Suite 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: Sendertrustee@sendwass.com Scheduled Assets: $2,555,409 Scheduled Debts: $14,736,203 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob10-19701.pdf The petition was signed by Daniel Jimenez. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Jeffrey Laws 10-19606 04/23/10 DANNY'S SAN TAN: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Danny's San Tan, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $7,000,000 B. Personal Property $1,187,521 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,680,851 E. Creditors Holding Unsecured Priority Claims $227,607 F. Creditors Holding Unsecured Non-priority Claims $325,262 ----------- ----------- TOTAL $8,187,521 $9,233,720 Scottsdale, Arizona-based Danny's San Tan, LLC, filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. D. Ariz. Case No. 10-05585). Bert L. Roos, Esq., who has an office in Phoenix, Arizona, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliates -- Danny's Tempe, LLC, and Danny's Crossroads, LLC -- filed also Chapter 11 petitions. DARIO VIVAN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Dario Vivan Heidi Vivan 627 Harvest Lane Saint Helena, CA 94574 Bankruptcy Case No.: 10-11445 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Michael C. Fallon, Esq. Law Offices of Michael C. Fallon 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Scheduled Assets: $2,065,776 Scheduled Debts: $4,263,075 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb10-11445.pdf The petition was signed by Dario Vivan and Heidi Vivan. DENNY'S CORP: Dissident Group Refutes "Good" Franchisee Relations ----------------------------------------------------------------- The Committee to Enhance Denny's has posted on http://www.enhancedennys.com/two scathing letters to Denny's Corporation from the Denny's Franchisee Association dated March 30, 2009 and November 11, 2009. The Committee says the letters detail the reasons for the DFA's "unanimous lack of confidence" in Denny's management. The DFA letters are available at: http://tinyurl.com/y2guylo http://tinyurl.com/y5kpw75 As reported by the Troubled Company Reporter on April 16, 2010, Denny's said its management has the support of the Company's franchisees. Denny's has released a letter from Craig Barber, Chairman of the Denny's Franchisee Association, to Debra Smithart- Oglesby, Denny's Chair, regarding certain claims made by a group of dissident stockholders currently waging a proxy contest against the Company. According to Denny's, the letter from Mr. Barber, on behalf of the DFA, refutes the claims of the dissident group that Denny's management has not been responsive to its franchisees and specifically expresses its desire to continue working with the current Board and Company leadership team to continue the improvements that have been achieved in the brand's performance. On April 23, Denny's made public a copy of Ms. Smithart-Oglesby's letter to all franchisees. Ms. Smithart-Oglesby wrote, "The Denny's Board . . . has retained their primary focus on the great Denny's Brand, the long term health of each restaurant within the Brand and positive growth for our Brand. As a result of communications over the last year, and our direct work with DFA leaders and other franchisees since November, our Board hears and understands your perspectives and concerns." Ms. Smithart-Oglesby also wrote, "We believe changes beginning in November have created the right processes and protocols that are healthy, inclusive, productive and workable for years to come. We are committed to effective processes of franchise inclusion in the future." A full-text copy of Ms. Smithart-Oglesby's letter is available at no charge at http://ResearchArchives.com/t/s?60b3 In a company presentation filed with the Securities and Exchange Commission on April 19, Denny's said the dissident group's agenda is bad for stockholders and that the dissidents' motives are not aligned with stockholder long-term interests. Denny's also accused the dissidents of misrepresenting facts and not offering any new ideas. A full-text copy of Denny's presentation slides is available at no charge at http://ResearchArchives.com/t/s?60b4 Last week, the Committee to Enhance Denny's said it strongly believes that the strained relationships with the Company's franchisees cannot be repaired without a significant and sustainable turnaround in guest traffic and sales trends. The Committee believes the letters speak for themselves and encourages Denny's shareholders to read the letters and exhibits carefully and to form their own conclusions. The Committee reiterated that if its nominees are elected at the 2010 annual meeting, they would seek to establish a consistent and constructive dialogue with Denny's franchisees and take all other actions necessary to improve sales and enhance the Denny's brand. Committee to Enhance Denny's The dissident stockholders have formed a group called, "The Committee to Enhance Denny's" headed by Oak Street Capital Management, LLC, and Dash Acquisitions LLC. The group owns approximately 6.3% of the outstanding shares of Denny's. The Committee is seeking to elect three director nominees -- Patrick Arbor, Jonathan Dash and David Makula -- to the Denny's board of directors at the 2010 Annual Meeting of Shareholders to be held on May 19, 2010. The group has created a Web site -- http://www.enhancedennys.com-- to serve as a forum to share the group's concerns regarding Denny's and to present its nominees' plans to create value for all shareholders. A full-text copy of committee's information sheet and letter to shareholders is available at no charge at: http://ResearchArchives.com/t/s?6017 The Company reported a net income of $41.5 million on $608.1 million of total operating revenue for the fiscal year ended December 30, 2009, compared with $12.7 million net income on $760.2 million total operating revenue in fiscal 2008. About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- is one of America's largest full-service family restaurant chains, consisting of 1,289 franchised and licensed units and 256 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. Denny's reported total assets of $312.627 million against $440.125 million in total liabilities, resulting in $127.498 million shareholders' deficit, as of December 30. The December 30 balance sheet showed strained liquidity: The Company had total current assets of $58.345 million against $92.108 million in total current liabilities. DISBROW CORPORATION: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Disbrow Corporation, The 8412 Sabal Industrial Blvd Tampa, FL 33619-1327 Bankruptcy Case No.: 10-09504 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Richard J. McIntyre, Esq. McIntyre, Panzarella, Thanasides & Eleff 6943 East Fowler Avenue Temple Terrace, FL 33617 Tel: (813) 899-6059 Fax: (813) 899-6069 E-mail: rich@mcintyrefirm.com Scheduled Assets: $2,085,764 Scheduled Debts: $2,140,396 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John Disbrow, president. DOYLE HEATON: Plan Provides for 26% Recovery for Unsecureds ----------------------------------------------------------- Doyle D. Heaton and Mary K. Heaton filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement explaining their proposed Plan of Liquidation. The Debtors 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 proposes to maximize recoveries at the development entities. In order to maximize value for all constituents, the Plan contemplates that the Debtors' assets -- the estate assets -- will be administered by the Debtors for the benefit of creditors under the supervision of a Plan Representative. The Debtors estimate having potential unsecured liabilities that aggregate nearly $120 million. The Debtors believe that the pool of unsecured claims asserted against the estate will be significantly reduced by virtue of value recovered from the assets of the development entities, but deficiencies are likely to remain. Under the Plan, the Debtors project that the unsecured creditor pool can be reduced to approximately $12 million. The Plan also incorporates and implements a settlement with Wells Fargo Bank, N.A. The alternative approach would be to surrender the assets of the development entities to applicable secured creditors who would then likely foreclose on their collateral and dispose of these assets. Treatment of Claims Class Estimated Percentage Recovery ----- ----------------------------- 1 - Priority Non-Tax Claims 100% 2 - Truckee Property Secured Claims ($271,519) 100% 3 - Bank of Marin Secured Claims ($298,857) ($579,167) 4 - Heritage Bank Secured Claims ($2,435,000) ($787,000) 100% 5 - Miscellaneous Secured Claims ($7,415,002) 6 - Wells Fargo Claim (up to $70,439,071) N/A 7 - General Unsecured Claim ($118,661,304) 26% 8 - Interests N/A A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DoyleHeaton_DS.pdf The Debtors are represented by: Debra I. Grassgreen, Esq. Maxim B. Litvak, Esq. PACHULSKI STANG ZIEHL & JONES, LLP 150 California Street, 15th Floor San Francisco, California 94111-4500 Tel: (415) 263-7000 Fax: (415) 263-7010 About Doyle and Mary Heaton Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D. Calif. Case No. 10-40297). Maxim B. Litvak, Esq., at Pachulski, Stang, Ziehl and Jones, assists the Debtors in their restructuring efforts. DUANE READE: Closes Walgreens Deal & Terminates Credit Pact ----------------------------------------------------------- Duane Reade Holdings, Inc., Duane Reade Shareholders, LLC, an affiliate of Oak Hill Capital Partners, L.P., certain other sellers party thereto, and Walgreen Co., are parties to an Amended and Restated Securities Purchase Agreement effective as of February 17, 2010. The Troubled Company Reporter reported on February 19, 2010, that Walgreen Co. and Duane Reade Holdings, Inc., signed a definitive agreement under which Walgreens will acquire Duane Reade from affiliates of Oak Hill Capital Partners in a cash transaction for a total enterprise value of $1.075 billion, which includes the assumption of debt. The transaction is subject to customary conditions, including receiving regulatory approvals and would include all 257 Duane Reade stores located in the New York City metropolitan area, as well as the corporate office and two distribution centers. Walgreens will fund the purchase with existing cash and anticipates the transaction will close in its current fiscal year, which ends Aug. 31. In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, Duane Reade, a wholly owned subsidiary of the Company, terminated its Credit Agreement, dated as of July 21, 2003, as amended, modified or supplemented from time to time, by and among Duane Reade and certain of its affiliates, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto, and repaid in full, without premium or penalty (other than customary LIBOR breakage costs, if any), all outstanding obligations thereunder, other than certain outstanding letters of credit with an aggregate face amount of approximately $7.35 million, which letters of credit will remain outstanding and be deemed to have been issued by Bank of America, N.A., as an issuing bank under an existing credit facility of Walgreens with Bank of America, N.A. On April 12, 2010, Duane Reade and Duane Reade Inc. discharged: (a) the indenture, dated as of August 7, 2009, by and among Duane Reade, Duane Reade Inc., the Company, the guarantors named therein and U.S. Bank National Association, as Trustee, providing for the issuance of the 11.75% Senior Secured Notes due 2015, as to all outstanding Secured Notes under that indenture, and (b) the indenture, dated as of July 30, 2004, by and among Duane Reade Inc., Duane Reade and U.S. Bank National Association, as Trustee, providing for the issuance of the 9.75% Senior Subordinated Notes due 2011, as to Subordinated Notes issued under that indenture, in each case by depositing with the Trustee for that indenture amounts sufficient to pay and discharge the entire indebtedness on the Secured Notes and the Subordinated Notes -- including a make- whole payment of approximately $82 million in respect of the Secured Notes and a redemption penalty of approximately $1.2 million in respect of the Subordinated Notes. The Secured Notes and Subordinated Notes, along with Duane Reade Inc.'s Senior Convertible Notes due 2022, are to be redeemed on May 10, 2010. As a result of the Transactions, Walgreens has acquired control of the Company from affiliates of Oak Hill Capital Partners, L.P. As of the Closing, Walgreens beneficially owns 100% of the issued and outstanding common and preferred stock of the Company. In connection with the Transactions, and effective as of the Closing, Tyler Wolfram, Michael S. Green and John P. Malfettone each resigned from the Company's Board of Directors. In tendering their resignations, Mr. Wolfram, Mr. Green and Mr. Malfettone did not express any disagreement with the Company on any matter relating to its operations, policies or practices. Effective as of the Closing, as approved by resolutions of the Company's Board of Directors, the number of directors on the Company's Board of Directors was reduced from four to three and Rick J. Hans and Robert Silverman were appointed to the Company's Board of Directors. About Duane Reade Based in New York City, Duane Reade Holdings Inc. -- http://www.duanereade.com/-- was the largest drugstore chain in New York City. As of December 26, 2009, the Company operated 257 stores. Walgreens has acquired control of the Company from affiliates of Oak Hill Capital Partners, L.P. As of the Closing, Walgreens beneficially owns 100% of the issued and outstanding common and preferred stock of the Company. The Troubled Company Reporter on March 30, 2010, reported that the Company's balance sheet as of December 26, 2009, showed $752.1 million in assets and $978.8 million of debts, for a stockholders' deficit of $226.7 million. ELITE LANDINGS: Plan Proposes Liquidation of Sun Country Air ------------------------------------------------------------ The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota will consider at a hearing on May 12, 2010, approval of a Disclosure Statement explaining Elite Landings, LLC, and Petters Aviation LLC's proposed Plan of Liquidation. The hearing will be held at 9:30 a.m., in Courtroom 8 West, U.S. Courthouse, 300 South Fourth Street, Minneapolis, Minnesota. Objections, if any, are due seven days prior to the hearing date. The Debtors 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 proposes to deal with the assets, liabilities and ownership interests of each Debtor separately. The assets of each Debtor to be liquidated are claims against MN Airlines, LLC, dba Sun Country Airlines, which is also a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code, its parent, MN Airline Holdings, Inc., which is a debtor-in-possession under Chapter 11 of the Bankruptcy Code, and claims against various other entities, which are either in bankruptcy or in receivership that were at one time within the business ambit of Thomas Petters. It is expected that many of these claims will be contested. The plan provides for interim distributions where appropriate. Unsecured creditors holding allowed claims will receive distributions based on the resolution and the liquidation of the assets of each Debtor. The source of payments will be proceeds of liquidation of the assets of the Debtors. Treatment of Claims Class Treatment ----- --------- 1 - Priority Claims Will be paid in full, in cash. 2 - Secured Claim of Chase The claim was satisfied by sale Equipment leasing of the aircraft and receipt of the proceeds. Any deficiency will treated as a general unsecured claim in Class 8. 3 - Secured Claim of MinnWest The Plan did not provide for the Bank Metro Champlin estimated percentage recovery by holders of MinnWest claim. 4 - Secured Claim of Priester The Plan did not provide for the Aviation, LLC estimated percentage recovery by holders of Priester claim. 5 - Secured Claim of Sun Will be entitled to distribution Minnesota Foreign Holdings, from the net proceeds of the LLC and Sun Minnesota collateral after deductions of Domestic Holdings the costs of liquidation. 6 - Secured Claim of U.S. Bancor Was satisfied by the holder's Business Equipment Finance repossession of its collateral. Group (Toshiba) 7 - Secured Claim of Richard No distribution. Hettler 8 - Other Secured Claims The Plan did not provide for the against Petters Aviation estimated percentage recovery by holders of Class 8 claim. 9 - Other secured claims The Plan did not provide for the against Elite Landings estimated percentage recovery by holders of Class 8 claim. Under the Plan, there are no known priority unsecured claims against the Debtors. 10 & 11 - Unsecured Claims Each holder of an unsecured claim will receive its pro rata share of any amounts available for distribution from time to time. 12 & 13 - Equity Interests Holders of the allowed ownership interest of Elite Landings, LLC, and Petters Aviation, LLC, will receive a distribution only if and when the claims of holders in other classes of claims and of unclassified claims have been satisfied in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ELITELANDINGS_DS.pdf The Debtors are represented by: James A. Rubenstein, Esq. Cass S. Weil, Esq. Moss & Barnett, A Professional Association 4800 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Tel: (612) 877-5000 E-mail: Rubenstein@moss-barnett.com weilc@moss-barnett.com About Elite Landings Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to filing for bankruptcy, engaged in the business of purchasing Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling them. The company filed for Chapter 11 relief on Oct. 9, 2008 (Bankr. D. Minn. Case No. 08-45210). Cass Weil, Esq., and James A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings, LLC as counsel. In its petition, the Company listed between $10 million and $50 million each in assets and debts. The company is a wholly owned subsidiary of Petters Aviation, LLC. Petters Aviation is the owner of 84.4% of the issued and outstanding stock in MN Airline Holdings, Inc., which, in turn, owns 100% o the stock in MN Airlines, LLC dba Sun Country Airlines. Petters Aviation filed its Chapter 11 case on October 6, 2008. Both MN Airline Holdings, and MN Airlines, LLC are debtors-in- possession in Chapter 11 cases pending in the district. Petters Aviation is a wholly owned subsidiary of Thomas Petters, Inc., which is in turn owned 100% by Thomas J. Petters, individually. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. About Petters Group Worldwide Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc. and Petters Group Worldwide, LLC, filed separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08- 45258, respectively). James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc. listed debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC listed debts of not more than $50,000. As reported in the Troubled Company Reporter on Oct. 7, 2008, Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on Oct. 6, 2008 (Lead Case No. 08-45136). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. Polaroid Corp., which was owned by Petters since 2005, filed its second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). EXIDE TECHNOLOGIES: Claims Objection Deadline on April 30 --------------------------------------------------------- Reorganized Exide Technologies sought and obtained from Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware an extension through April 30, 2010, the time within which it may object to certain claims. Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in Wilmington, Delaware, tells the Court that the Debtors have more than 6,100 proofs of claim that were asserted against them. As of January 28, 2010, the Reorganized Debtor has filed more than 50 claims objections and consensually resolved numerous other claims. Through the efforts of the Reorganized Debtor, the Post-confirmation Committee of Unsecured Creditors, and each of their professionals, approximately 6,049 Claims have been reviewed, reconciled and resolved, reducing the total amount of outstanding Claims by more than $3,400,000,000. Furthermore, the Reorganized Debtor has completed 19 quarterly distributions to creditors under the Joint Plan, consisting of distributions on approximately 2,599 claims for approximately $1,670,000,000, Ms. Jones says. Since April of 2009, the Reorganized Debtor has not made any omnibus claims objection but has made considerable advancements with respect to the remaining, more complex claims, Ms. Jones relates. Despite this substantial progress, the Reorganized Debtor requires additional time to review and resolve the approximately 78 remaining claims, Ms. Jones explains. The amount of remaining Claims consists of those Claims that have not been paid, allowed, objected to or identified as a Claim that will be objected to. The extension will provide the Reorganized Debtor and the Committee with necessary time to continue to evaluate the claims filed against the estate, prepare and file additional objections to Claims and, where possible, consensually resolve claims, Ms. Jones tells the Court. The Reorganized Debtor asks the Court that the requested extension be without prejudice to its right to seek further extensions of the time within which to object to claims. The Court will convene a hearing to consider the motion on April 7, 2010, at 10:00 a.m. Eastern Time. Objections are due no later than March 31, 2010, at 4:00 p.m. By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's deadline to object to claims has been automatically extended through and including April 7, 2010, when the Court holds a hearing to consider the merits of the Debtor's request. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * As reported by the Troubled Company Reporter on July 9, 2008, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of reorganized Exide Technologies, Inc. to 'B3' from 'Caa1'. Exide carries 'B' issuer credit ratings from Standard & Poor's. EXIDE TECHNOLOGIES: Files 4TH Quarter 2009 Summary Report --------------------------------------------------------- Exide Technologies Post-Confirmation Quarterly Summary Report Condensed Balance Sheets As of December 31, 2009 (in thousands) Assets Current Assets: Cash $50,911 Accounts Receivables Net 121,378 Intercompany Receivables 7,894 Inventories 152,913 Prepaid Expenses & Other 51,766 ---------- Total Current Assets 384,862 Property, plant & Equipment, Net 252,699 Other intangibles, net 55,648 Investment in affiliates 1,375 Intercompany Notes Receivables 209,539 Deferred Financing Costs and Other 29,914 ---------- TOTAL ASSETS $934,038 ========== Liabilities and Stockholders' Equity Current Liabilities: Current maturities of long term debt $1,479 Accounts payable 80,745 Accrued expenses 63,581 Accrued interest 9,292 Restructuring reserve 1,432 Liability for warrants 605 Warranty liability 12,107 ---------- Total Current Liabilities 169,242 Long-term debt 476,023 Noncurrent retirement obligations 73,177 Other noncurrent liabilities 81,351 ---------- Total liabilities 799,793 Total stockholders' equity 134,246 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $934,038 ========== Exide Technologies Post Confirmation Quarterly Summary Report Schedule of Cash Flows Quarter Ended December 31, 2009 (in thousands) Beginning Balance $74,691 Cash Receipts: Collection of accounts receivable 248,189 Proceeds from equity issuance - Proceeds from sale of Debtor's assets - All other cash receipts 24,861 ---------- Total cash receipts 273,051 Cash Disbursements: Disbursements made under the Plan, excluding bankruptcy professionals - Disbursements made to bankruptcy professionals 345 Repayment of term loans 325 Repayment of all other disbursements made in the ordinary course 296,161 ---------- Total Cash Disbursements 296,830 ---------- Ending Cash Balance $50,911 ========== About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * As reported by the Troubled Company Reporter on July 9, 2008, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of reorganized Exide Technologies, Inc. to 'B3' from 'Caa1'. Exide carries 'B' issuer credit ratings from Standard & Poor's. FASTECH SERVICES: SARS Unit Files Voluntary Ch. 11 Petition ----------------------------------------------------------- SARS Corp.'s wholly owned, operating subsidiary, FasTech Services, Inc., a Nevada corporation, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code for the purpose of rehabilitating its financial affairs. FasTech Services filed the Petition with the U.S. Bankruptcy Court Central District of Illinois, case number 10-81323. The filing of the Petition places an automatic stay that restrains most actions that a creditor could commence or continue against FasTech Services and its assets, under applicable bankruptcy law, without the permission of the Bankruptcy Court. Recent actions of certain FasTech Service's creditors, management of FasTech Services and its parent corporation, SARS, concluded it would be prudent for FasTech Services to file the Petition and to obtain the protection of the automatic stay in order to preserve assets and its ongoing HVAC, air conditioning, plumbing and electrical installations operations and facilities monitoring services for the benefit of all of its creditors. Frank Bonadio, COO of SARS, commented, "While operating under Chapter 11, FasTech intends to continue implementing its business plan of reducing costs, consolidating its operations and expenses, and seeking additional debt and/or equity financing with the objective of successfully reorganizing FasTech's financial affairs while expanding its business. About SARS Corp. SARS, d/b/a FasTech Holdings, Inc., a control systems contracting, services company, providing design, sales, installation services, and monitoring software to building owners and operators. FASTECH SERVICES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: FasTech Services, Inc. fdba Twin City Controls fdba Alternatech, Inc. fdba R.J. Power Plumbing & Heating Company fdba Art and Print, Inc. fdba Environmental Systems Distribution & Design, LLC fdba Associated Mechanical, Inc. fdba Swank Enterprises, Inc. fdba ESDD, LLC fdba Environmental Insulation, LLC P.O. Box 2337 East Peoria, IL 61611 Bankruptcy Case No.: 10-81323 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Thomas L. Perkins Debtor's Counsel: Ross Bartolotta, Esq. Swanson Martin & Bell LLP 2525 Cabot Drive Suite 204 Lisle, IL 60532 Tel: (630) 799-6960 E-mail: rbartolo@smbtrials.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilcb10-81323.pdf The petition was signed by Frank Bonadio, CEO and president. FIRSTGOLD CORP: Secured Creditors to Move Quick with Foreclosure ---------------------------------------------------------------- Senetek PLC provided an update on the status of its secured interest in the assets of Firstgold Corporation. As reported previously on April 7, Senetek consummated the purchase for $5.0 million from a partnership that is majority owned by Platinum Partners Value Arbitrage Fund of an interest in $7.0 million of amounts owed to the fund pursuant to outstanding notes and contractual rights of Firstgold Corporation, a debtor-in- possession under Chapter 11 of the U.S. Bankruptcy Code (United States Bankruptcy Court, District of Nevada - Case #10-50215). At a bankruptcy hearing held on April 20, 2010, Firstgold's management reported its inability to timely develop a reorganization plan to restart business operations. In light of the foregoing, Firstgold stipulated to allowing its primary secured lenders, Platinum Long Term Growth, LLC and Lakewood Group, LLC, to pursue their contractual and state law rights and remedies to foreclose and take possession of all collateral securing their debt obligations with Firstgold pursuant to their security interests. The collateral securing their debt obligations includes substantially all of Firstgold's assets including the Relief Canyon Mine property, all improvements to the mine property, and additional mining properties and interests. In addition, Firstgold agreed to relinquish possession of the collateral to allow Platinum and Lakewood to preserve and protect such collateral as of April 21, 2010. The secured creditors may now choose to foreclose on their security interest and take possession of the collateral or may attempt to sell such assets in place. Upon a sale of the collateral the secured creditors would be entitled to full payment of their debt obligation, which currently exceeds $19.3 million. Mr. Eric Klepfer has been appointed General Manager overseeing the security and safety of all of the assets. Mr. Klepfer is a well- known and experienced engineer and consultant in the mining industry and has been advising the secured creditors concerning the project for more than a year, thus he is highly familiar with the property and the assets. The secured creditors have formed between them an operating committee of Senetek CEO John Ryan and Mr. Mark Mueller of Platinum. The operating committee will assist Mr. Klepfer in guiding the management of the Relief Canyon project, the most important asset of Firstgold. Mr. John Ryan, CEO of Senetek commented, "The goal is to move ahead rapidly to maximize the value of the Firstgold assets for Senetek shareholders and the secured creditors. At this point operating decisions for Relief Canyon have passed from Firstgold management to the operating committee, with day-to-day decisions on the ground being the responsibility of Mr. Klepfer. Once we have the full management transition completed, we will work on our plans to possibly move the project ahead into production. As we develop a more accurate timeline for achieving production, we will make it available to our shareholders and the investment community. The production plan might proceed either as a sole project of Senetek, or as a joint venture with the existing creditors, or as a joint venture with an outside partner. Also, the possibility of an outright sale of the project has not been precluded." Mr. Howard Crosby, President of Senetek also remarked, "Relief Canyon has been a very productive gold mining asset in the past having produced in excess of 300,000 ounces under previous operators. The mine is located in "elephant country," with numerous known mineral resources nearby, and additional major discoveries being made in the nearby Oreana Trend. The Relief Canyon existing permitted processing facilities and heap leach pads lend themselves to not only processing ore from the Relief Canyon pits, but also may be utilized for custom processing of other nearby gold deposits. Whether it is Senetek as a sole operator or with a joint venture partner, either way, our goal is to push ahead rapidly to obtain a final mining permit to begin production at Relief Canyon from the existing known resource. We believe this final remaining permit can be obtained in twelve to eighteen months, and also believe the existing open pit resource will provide profitable production for the next several years at current gold prices. We feel our entry into this project was both timely and at an excellent buy-in price, and we are excited to work with our secured creditor partners at making Relief Canyon the success it deserves to be." About Firstgold Corp Firstgold will continue in a Chapter 11 status which will allow Firstgold's management to pursue a possible reorganization of the corporate entity with another company. The next status conference hearing relating to the Firstgold corporate entity is set for May 11, 2010. FONTAINEBLEAU LV: $200 Million in Claims Change Hands in 5 Months ----------------------------------------------------------------- The Clerk of the Bankruptcy Court recorded the transfer of 74 claims totaling $202,432,701 from November 1, 2009 to April 12, 2010: (a) Aurelius Capital Master, Ltd. Transferor Claim No. Claim Amount ---------- --------- ------------ Morgan Stanley Senior 793 $8,827,789 Funding, Inc. 946 8,827,789 945 8,827,789 608 1,206,544 652 1,206,544 655 1,206,544 Duane Street CLO IV, Ltd. 473 7,000,000 689 7,000,000 834 7,000,000 Red River CLO, Ltd. 713 3,500,000 821 3,500,000 538 3,500,000 Greenbriar CLO, Ltd. 528 3,000,000 447 3,000,000 668 3,000,000 Armstrong Loan Funding, Ltd. 492 3,000,000 496 3,000,000 439 3,000,000 Fidelity Central Investment 469 2,770,562 567 2,770,562 583 2,770,562 Rockwall CDO II, Ltd. 721 1,500,000 830 1,500,000 860 1,500,000 Stratford CLO, Ltd. 767 813,000 453 813,000 619 813,000 Jasper CLO 678 676,666 370 676,666 627 676,666 Duane Street CLO II, Ltd. 620 671,000 632 671,000 683 671,000 Pyramis Floating Rates 465 625,000 466 625,000 580 625,000 (b) ACP Master, Ltd. Transferor Claim No. Claim Amount ---------- --------- ------------ Morgan Stanley Senior 793 $8,530,057 Funding, Inc. 946 8,530,057 945 8,530,057 608 635,609 652 635,609 655 635,609 Fidelity Central Investment 469 4,153,000 567 4,153,000 583 4,153,000 Gleneagles CLO, Ltd. 533 3,000,000 455 3,000,000 609 3,000,000 Duane Street CLO I, Ltd. 681 3,000,000 858 3,000,000 Stratford CLO, Ltd. 767 2,687,000 453 2,687,000 619 2,687,000 Duane Street CLO II, Ltd. 620 2,329,000 632 2,329,000 683 2,329,000 Highland Credit Opportunities 393 2,063,111 372 2,063,111 756 2,063,111 Jasper CLO 678 1,732,333 370 1,732,333 627 1,732,333 Cantor Fitzgerald Securities 224 721,879 225 721,879 226 721,879 Loan Star State Trust 457 611,454 565 611,454 754 611,454 Aberdeen Loan Funding, Ltd. 451 Unliquidated 579 Unliquidated 490 Unliquidated (b) Citigroup Financial Products Inc. Transferor Claim No. Claim Amount ---------- --------- ------------ Morgan Stanley Senior Funding 794 $2,000,000 793 2,000,000 792 2,000,000 ACP informed the Court that it withdraws the Notices of Claim Transfers of Claim Nos. 451, 579, and 490 of Aberdeen Loan Funding, Ltd. The Notices posted unliquidated claim amounts. Aurelius Capital Management, LP, informs the Court that it withdraws Notices of Claim Transfers of Claim Nos. 224, 225, and 226 of Cantor Fitzgerald Securities and Claim Nos. 678, 370, and 627 Jasper CLO Ltd. Due to a filing error, the incorrect transferor was selected. The Claims were, however, re-transferred to ACP Master, Ltd., after the error was corrected. Highland and DiMaio Object Highland Capital Management and DiMaio Ahmad Capital, LLC, object to the Notices of Transfer which seek to transfer to ACP Master, Ltd., certain claims filed in the Chapter 11 cases. DiMaio filed proofs of claim on behalf of several funds under its management, including Duane Street CLO 1, Ltd., Duane Street CLO II, Ltd., and Duane Street CLO IV, Ltd., in the aggregate principal amount of $13 million. The ACP Transfer Notices are seeking to transfer the entire $13 million principal amount of these claims to ACP Master, Ltd. Likewise, Highland filed proofs of claim on behalf of two funds under its management -- Highland Credit Opportunities CDO, Ltd., and Loan Star State Trust -- in the aggregate principal amount of $5,396,444. The ACP Transfer Notices are seeking to transfer $2,674,565 of the principal amount of these claims. The Objectors say the Transferors acknowledge that they sold, transferred, or assigned some of the claims they filed against the Debtors, but none of the transactions were entered into with either ACP Master, Ltd., or its investment manager, Aurelius Capital Management, L.P. The Objectors assert that Aurelius Transfer Notices do not include any "evidence of the transfer," as required by the Rule 3001(e)(2) of the Federal Rule of Bankruptcy Procedure. Accordingly, the Transferors are unable to determine that Aurelius is the rightful owner of the claims it is seeking to transfer. Subsequently, the Objectors withdraw their objection. However, they reserved their right to object to claim transfer notices that were not the subject of the Objection on any and all applicable grounds, including those raised in the Objection. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of approximately $150 million. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU LV: Moelis & Fulbright Fees Approved -------------------------------------------------- The Bankruptcy Court allowed, as an interim award, these amounts in connection with the final fee applications of two of the bankruptcy professionals retained in the Chapter 11 cases of Fontainebleau Las Vegas Holdings: Professional Period Fees Expenses ------------ ------ ---- -------- Moelis & Company LLC 06/09/2009- $2,505,206 $91,029 02/18/2010 Fulbright & Jaworski LLP 06/09/2009- 418,160 47,523 03/11/2010 Prior to the entry of the order approving in part the Final Fee Applications of Moelis & Company LLC and Fulbright & Jaworski LLP, the M&M Lienholders asserted that in light of the proposed conversion of the Debtors' reorganization cases to Chapter 7 cases, entry of any "final" fee awards is premature because in cases where a case under Chapter 11 is converted to one under Chapter 7, Chapter 7 administrative claims have priority over Chapter 11 administrative claims. The M&M Lienholders argued that Section 726 of the Bankruptcy Code and the applicable case law make it crystal clear that paying preconversion professional fees either before a Chapter 7 liquidation is complete or, at a minimum, before the value of the estate is determined for Chapter 7 purposes, undermines the successful completion of the Chapter 7 process and is a contravention of the priority scheme of the Bankruptcy Code. Lien Claimants Cashman Equipment Company, et al., joined in and supported the objection. Interim Fee Applications -- First Interim The Court has granted the First Interim Fee Applications of these professionals retained in the Debtors' bankruptcy cases for the specified periods: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- Bilzin Sumberg Baena 06/09/2009- $1,365,075 $28,757 Price & Axelrod LLP 09/30/2009 GrayRobinson, P.A. 11/01/2009- 761,807 18,260 01/31/2010 Jeffrey R. Truitt, of 10/16/2009- 195,718 42,215 XRoads Solutions Group LLC 01/31/2010 MarcumRachlin, a 08/17/2009- 13,772 0 division of Marcum LLP 10/31/2009 B. Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Fox Rothschild LLP 06/22/2009- $194,070 $5,403 10/31/2009 Genovese, Joblove & 06/11/2009- 152,643 4,500 Battista, P.A. 10/31/2009 -- Second Interim The Court has granted the Second Interim Fee Applications of these professionals retained in the Debtors' bankruptcy cases for the specified periods: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- Bilzin Sumberg Baena 10/01/2009- $2,311,856 $29,494 Price & Axelrod LLP 01/31/2010 Kasowitz, Benson, Torres 10/01/2009- 433,092 23,939 & Friedman LLP 01/31/2010 Buchanan Ingersoll & 10/01/2009- 85,619 228 Rooney PC 01/31/2010 B. Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Fox Rothschild LLP 11/01/2009- $62,923 $1,079 02/28/2010 Bilzin Sumberg Seeks to Amend Fee Order Bilzin Sumberg asks the Court to amend the order allowing its Second Fee Application. Bilzin Sumberg asserts that due to a scrivener's error, the fees and expenses awarded in the Fee Order were understated by $56,554, and the Holdback awarded in the Fee Order was understated by $11,256. In its Second Fee Application, Bilzin Sumberg sought, and the Court awarded, compensation for $2,255,575 and reimbursement of expenses for $29,220. Judge Cristol granted Bilzin Sumberg's request. Accordingly, Judge Cristol awarded the firm $2,311,856 for its fees and $29,494 as reimbursement of necessary expenses. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of approximately $150 million. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: Posts $2.1-Bil. First Quarter 2010 Net Income --------------------------------------------------------- Ford Motor Company reported first quarter 2010 net income of $2.1 billion, or 50 cents per share, a $3.5 billion improvement from first quarter 2009, as strong selling new products, improvements in its global Automotive operations, and higher profits at Ford Credit boosted results. Excluding special items, Ford reported pre-tax operating profit of $2 billion, or 46 cents per share, an improvement of $4 billion from a year ago. It marked Ford's highest quarterly pre-tax operating profit in six years. Ford North America posted first quarter pre-tax operating profit of more than $1.2 billion, a $1.9 billion improvement from first quarter 2009, as a result of higher volume and mix and favorable net pricing. Ford operations in South America, Europe and Asia Pacific Africa as well as Ford Credit also posted pre-tax operating profits in the first quarter and improved results over the same period in 2009. "The Ford team around the world achieved another very solid quarter, and we are delivering profitable growth," said Ford President and CEO Alan Mulally. "Our plan is working, and the basic engine that drives our business results -- products, market share, revenue and cost structure -- is performing stronger each quarter, even as the economy and vehicle demand remain relatively soft." At the end of March, Ford entered into a definitive agreement to sell Volvo and related assets to Zhejiang Geely Holding Group for $1.8 billion, subject to customary purchase price adjustments. The sale is expected to close in the third quarter of 2010. As a result of the agreement to sell Volvo, all of Volvo's 2010 results are being reported as special items and excluded from Ford's operating results; 2009 data include Volvo. Ford's first quarter revenue was $28.1 billion, up $3.7 billion from the same period a year ago. If Volvo had been excluded from 2009, Automotive revenue would have increased by $7 billion, or more than 30 percent. Ford finished the first quarter with $25.3 billion in Automotive gross cash, an increase of $400 million since year end. Automotive operating-related cash outflow was $100 million during the first quarter, as Automotive pre-tax operating profit was more than offset by changes in working capital and other timing differences, as well as a $300 million payment to Ford Credit reflecting up-front subvention payment. The company ended the first quarter with total Automotive debt of $34.3 billion, an increase of $700 million compared to year-end 2009. Ford Motor Credit Company, meanwhile, reported a pre-tax operating profit of $828 million in the first quarter, compared with a pre- tax loss of $36 million a year ago. The improvement primarily reflected lower depreciation expense for leased vehicles due to higher auction values and a lower provision for credit losses, offset partially by lower volume. On April 6, Ford paid down $3 billion of the drawn amount of its 2013 revolving credit facility. This payment has reduced Automotive gross cash and debt by $3 billion, which will be reflected on Ford's second quarter 2010 balance sheet. The action did not affect Automotive liquidity, as the repaid amounts remain available for borrowing. Special items were a favorable pre-tax amount of $125 million in the first quarter of 2010, or 7 cents per share. Ford recorded a $188 million gain related to held-for-sale adjustments for Volvo, which was offset partially by $63 million of global personnel reductions and dealer-related charges. If Volvo had continued to be reported as an ongoing operation, Ford would have reported a first quarter pre-tax operating profit of $49 million for Volvo. "We are seeing the benefits of our One Ford plan around the world," said Lewis Booth, Ford executive vice president and chief financial officer. "All of our business operations -- North America, South America, Europe, Asia Pacific Africa and Ford Credit -- were not only profitable, but also showed substantially improved results over a year ago." Estimates Topped Prior to Ford's announcement, Bloomberg News said that Ford Motor Co. probably will post earnings exceeding $1 billion, capping its first run of four straight quarterly profits since 2005, after Chief Executive Officer Alan Mulally cut back on discounting. First-quarter net income may have been $1.2 billion, the average of 3 analysts' estimates compiled by Bloomberg. According to Bloomberg, U.S. deliveries surged 37% through March, more than twice the industry-wide increase, and buyers may have chosen costlier options, helping generate more revenue per car. Outlook Ford said it continues to make progress on all four pillars of its plan: -- Aggressively restructuring to operate profitably at the current demand and changing model mix; -- Accelerating the development of new products that customers want and value; -- Financing the plan and improving the balance sheet; -- Working together effectively as one team, leveraging Ford's global assets Overall, Ford said its performance this year is off to a more encouraging start than anticipated. Based on Ford's improving performance, the gradually strengthening economy, and its present assumptions, Ford expects to deliver solid profits this year with positive Automotive operating-related cash flow. Ford expects full-year 2010 U.S. industry sales will be in the range of 11.5 million to 12.5 million, consistent with the guidance previously communicated by the company. In Europe, Ford now expects full-year industry volume will be in the 14 million to 15 million range, which is somewhat higher than the previous guidance. The change reflects strong first quarter results, although uncertainty remains in Europe about the extent of payback from scrappage programs. Initial quality improved across all of Ford's regions based on the latest Global Quality Research System survey. Ford is on track to meet full-year quality targets. Ford has achieved significant structural cost reductions over the past four years, and in 2010 expects full year Automotive structural costs to be somewhat higher as Ford increases production to meet demand. Ford expects full year U.S. total market share and its share of the U.S. retail market to be equal or improved compared with 2009 and Europe market share is expected to be equal to 2009. Ford expects second quarter 2010 production to be up compared with year-ago levels and up compared to first quarter 2010 production. The increase reflects strong customer demand for our products, the maintenance of competitive stock levels, and the non-recurrence of prior year stock reductions. Ford expects Ford Credit's 2010 profits to be about the same as 2009. The recent improvements in used vehicle auction values and credit loss performance are expected to offset the effects of lower average receivables and the non-recurrence of certain favorable 2009 factors. "We are absolutely committed to building great products, a stronger business, and contributing to a better world," Mr. Mulally said. "Our product lineup is stronger than ever, and our leadership in quality, fuel efficiency, safety, smart design and value is resonating with consumers. "We remain cautiously optimistic about positive signs emerging in the global economy, while knowing that the recovery is fragile and the global auto industry continues to deal with excess capacity. For us, the most important thing we can do is to stay focused and continue to make progress on our plan," Mr. Mulally said. A full-text copy of Ford's earnings release is available at no charge at http://ResearchArchives.com/t/s?60cf About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. At December 31, 2009, the Company had US$194.850 billion in total assets against US$201.365 billion in total liabilities. Total deficit attributable to Ford Motor at December 31, 2009, was US$7.820 billion. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. In March 2010, Moody's Investors Service raised Ford's Corporate Family Rating and Probability of Default Rating to B2 from B3, secured credit facility to Ba2 from Ba3, senior unsecured debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford Credit's senior debt rating to B1 from B2. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. GEMCRAFT HOMES: DIP Loans & Cash Collateral Use Have Court Nod -------------------------------------------------------------- Gemcraft Homes, Inc., et al., obtained authorization from the Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the District of Maryland to obtain postpetition secured financing and use cash collateral. The DIP Facility will consist of a revolving credit facility of up to $6,000,000. The aggregate amount of the DIP Loans available under the DIP Facility will not exceed $6,000,000 (the Maximum Amount), provided that the aggregate amount of the DIP Loans available under the DIP Facility from time to time prior to the Termination Date will be subject to the terms set forth in the DIP Credit Agreement and the other DIP Credit Documents. The Debtors have provided the Court and the DIP Lender with a cash flow estimate and other financial projections for the period from November 13, 2009 through June 13, 2010 (the Budget) upon which the DIP Lender is relying in agreeing to provide the DIP Facility and upon which M&T Bank is relying in consenting to the liens granted herein and the use of certain cash collateral. From and after the Petition Date, the Debtors may use the proceeds of the DIP Loans and the cash collateral in existence on the Petition Date in which M&T Bank is secured solely for the purposes and up to the amounts set forth in the Budget and the DIP Credit Documents and subject to the terms, covenants, conditions and limitations set forth in the DIP Credit Documents. Payment by the Debtors of expenses other than the itemized amounts set forth in the Budget will constitute an event of default unless the DIP Lender consents to the non-conforming payments in writing; provided that mere discrepancies in timing of the expenditures won't constitute an event of default. The Budget may not be modified or otherwise amended without the consent of the DIP Lender in its sole discretion. The commitment of the DIP Lender will terminate and all amounts owing under the DIP Facility will be immediately due and payable from the Debtors to the DIP Lender on June 13, 2010. The DIP Liens (a) are and will hereafter constitute first-priority security interests in and liens upon all DIP Collateral that is not otherwise subject to any valid, perfected, enforceable and nonavoidable lien in existence as of the Petition Date; and (b) will be senior to and prime (i) the Pre-Petition Liens, (ii) the Pre-Petition Replacement Liens, (iii) the Adequate Protection Priority Claims, (iv) any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates, (v) any liens arising after the Petition Date with respect to the DIP Collateral, and (vi) any and all other claims, rights or liens against the Debtors in existence as of the Petition Date, which are contractually junior in priority to the Pre-Petition Liens. About Gemcraft Homes Gemcraft Homes, Inc., is a corporation formed under the laws of the State of Maryland with its principal place of business located in Harford County, Maryland. Gemcraft was founded in 1993 with a single sales trailer in Abingdon, Maryland, from which six residential homes were sold. Since that time, Gemcraft has grown to become one of the largest independent homebuilders in the Mid- Atlantic region, and one of the fastest growing builders in the entire country. Gemcraft is a production builder which targets first-time homebuyers and first-time "move up" buyers. It also targets retired, and soon to retire, buyers for its retirement communities. The Company filed for Chapter 11 bankruptcy protection on November 9, 2009 (Bankr. D. Md. Case No. 09-31696). The Company's affiliates -- DLM, LLC, et al. -- filed separate Chapter 11 bankruptcy petitions. G. David Dean II, Esq., Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman & Leonard, PA, assist Gemcraft Homes in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. GENERAL GROWTH: Delays Hearing on Investor Choice ------------------------------------------------- Bill Rochelle at Bloomberg News reports that General Growth Properties Inc. said it's pushing back to May 5 the hearing scheduled for April 29 where the bankruptcy judge would approve procedures for selecting investors to provide the equity and debt financing required for implementing a Chapter 11 plan. The Company said it would use the additional time to consider "the full range of offers, proposals, and commitments." Simon Property Group Inc., Brookfield Asset Management Inc. and others, have submitted competing offers. Meanwhile, Bloomberg News also reported that Simon Property Group is in talks to add Blackstone Group LP as a partner in its investment on General Growth. SPG CEO David Simon said in an interview with Bloomberg that the companies are in "ongoing discussions: for an investment in General Growth after the mall operator turned down a $10 billion takeover bid from Simon in February. Simon Property has already lined up Paulson & Co., ING Clarion Real Estate Securities, Taconic Capital Advisors, Oak Hill Advisors LP and Deutsche Bank AG's RREEF as backers in its recapitalization proposal. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Akin Gump Bills $2.7 Million for Sept.-Jan. Work ---------------------------------------------------------------- Professionals employed and retained in the Debtors' Chapter 11 cases filed applications for allowance of fees and reimbursement of expenses, pursuant to Section 331 of the Bankruptcy Code for these periods: Halperin Battaglia 09/01/09- $86,385 $1,048 Raicht, LLP 01/31/10 Akin Gump Strauss 09/01/09- $2,708,424 $159,511 Hauer & Feld LLP 01/31/10 Akin Gump acts as the Official Committee of Unsecured Creditors' counsel. Halperin Battaglia acts as the Creditors' Committee's conflicts counsel. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Appoints Sheli Rosenberg as Board Member -------------------------------------------------------- General Growth Properties, Inc. (NYSE: GGP) announced Sheli Z. Rosenberg has joined GGP's Board of Directors. She will serve on GGP's Capital Committee. Ms. Rosenberg is the former president, chief executive officer and vice chairwoman of Equity Group Investments, L.L.C., a privately held real estate investment firm and has been an adjunct professor at Northwestern University's J.L. Kellogg Graduate School of Business since 2003. Ms. Rosenberg currently serves as a director of CVS Caremark Corporation, the nation's largest pharmacy chain, Nanosphere, Inc., a nanotechnology-based healthcare company, Equity LifeStyle Properties, Inc., an owner and operator of high- quality resort communities, and Ventas, Inc., one of the nation's leading healthcare real estate investment trusts. Ms Rosenberg is also a trustee at Equity Residential, the largest publicly traded owner, operator and developer of multi-family housing in the United States. "We are very pleased to announce Sheli's appointment to GGP's Board of Directors," said Adam Metz, chief executive officer of GGP. "Sheli's vast real estate experience and broad business knowledge make her a great asset to GGP. As we continue to position the Company for a successful future, we look forward to Sheli's insights and expertise." Ms. Rosenberg joined Equity Group Investments, Inc., in 1980 as general counsel, rising to become its chief executive officer, president and vice chairwoman when she departed the company in 2003. Over the course of her career, Ms. Rosenberg has been instrumental in the structuring and management of six investment funds with assets totaling more than $2 billion, acquisitions and dispositions of more than $10 billion in assets and the initial public offerings of seven New York Stock Exchange companies. Prior to joining EGI, she was a managing partner of Schiff Hardin & Waite, specializing in real estate, finance and corporate law. She is a co-founder and president of the initiative for the new Center for Executive Women at the J.L. Kellogg Graduate School of Business. Ms. Rosenberg graduated from Tufts University and Northwestern University School of Law. The appointment of Ms. Rosenberg, an independent director, brings the number of directors of GGP to 10. Rosenberg Discloses Stock Ownership In a regulatory filing with the Securities and Exchange Commission dated April 13, 2010, GGP disclosed that Ms. Rosenberg is a Class II Director whose term expires in 2011. According to GGP, Ms. Rosenberg is entitled to the same compensation, director indemnity and insurance and other benefits as are accorded to the non- employee directors of the company. Ms. Rosenberg also filed with the SEC an initial statement of beneficial ownership of securities dated April 13, 2010. The statement did not disclose any information relating to securities acquired or disposed of. On the same date, Ms. Rosenberg submitted to the SEC a statement of beneficial ownership of securities. She acquired 10,000 shares of GGP common stock at the price of $0 per share. As a result of the acquisition, she beneficially owns 10,000 shares of GGP common stock. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENTA INC: Amends Note Conversion Agreement with Investors ---------------------------------------------------------- Genta Incorporated on March 5, 2010, entered into a Note Conversion and Amendment Agreement, effective as of March 9, 2010, with certain investors. Pursuant to the Prior Agreement, the Investors are required to convert a certain portion of their 2009 Notes between April 20, 2010 and April 21, 2010. "2009 Notes" mean, collectively, the Company's Senior Secured Convertible Promissory Notes due April 2, 2012, as amended, the Company's Unsecured Subordinated Convertible Promissory Notes due July 7, 2011, as amended, issued by the Company on July 7, 2009, and September 4, 2009, pursuant to a securities purchase agreement dated July 7, 2009, and the Company's Unsecured Subordinated Convertible Notes due July 7, 2011, issued by the Company pursuant to a securities purchase agreement dated September 4, 2009. The Company raised $25,000,000 through the private placement. On April 19, 2010, the Company and the Investors holding at least two-thirds of the outstanding 2009 Notes entered into an Amended and Restated Note Conversion and Amendment Agreement to replace the Prior Agreement. The Amended and Restated Agreement increases the amount of 2009 Notes each Investor is required to convert. Additionally, the Amended and Restated Agreement reflects certain clarifying changes made to the Prior Agreement. A full-text copy of the Amended and Restated Agreement is available at no charge at http://ResearchArchives.com/t/s?60c9 Genta is represented in the agreement by: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540 Attention: Emilio Ragosa Telephone No.: (609) 919-6633 Telecopy No.: (609) 919-6701 The Holders are represented by: Cooley Godward Kronish LLP 4401 Eastgate Mall San Diego, CA 92121 Attention: Ethan Christensen Telephone No.: (858) 550-6076 Telecopy No.: (858) 550-6420 About Genta Berkeley Heights, New Jersey, Genta Incorporated (OTCBB: GETA.OB) -- http://www.genta.com/-- is a biopharmaceutical company with a diversified product portfolio that is focused on delivering innovative products for the treatment of patients with cancer. At December 31, 2009, the Company had total assets of $12.229 million against total current liabilities of $10.501 billion and total long-term liabilities of $4.590 million, resulting in stockholders' deficit of $2.862 million. GLOBAL ENERGY: Court Denies Transfer of Case to Georgia ------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware denied Jacoby Entities' motion to transfer venue of Global Energy Holdings Group, Inc.'s bankruptcy proceedings. Jacoby Entities asked the Court to transfer the case to the Northern District of Georgia. Atlanta, Georgia-based Global Energy Holdings Group, Inc. -- http://www.gnhgroup.com/-- is a diversified renewable energy company. Global develops renewable energy projects, including biomass gasification and landfill-gas-to-energy projects. The Company filed for Chapter 11 on November 25, 2009 (Bankr. D. Del. Case No. 09-14192). Charles J. Brown, Esq. at Archer & Greiner, P.C. represents the Debtor in its restructuring effort. As of Sept. 30, 2009, the Debtor listed total assets of $10.30 million and total debts of $5.27 million. GLOBAL ENERGY: Final Sale Hearing Set for April 27 -------------------------------------------------- The final hearing for the sale of Global Energy Holdings Group, Inc., et al.'s landfill gas contract rights is set for April 27, 2010, at 1:30 p.m. After consultation with the Official Committee of Unsecured Creditors, the closing will take place on April 28, 2010, at 10:00 a.m., prevailing Eastern Time. The Debtors sought the Court's permission to have Hickory Ridge LLC sell by assignment, free and clear of all liens, claims, encumbrances, and other interests, all of its right, title and interest, and to the extent they arise or are to be fulfilled after the closing, all obligations and liabilities, provided in the landfill gas sale and purchase agreement dated November 14, 2008. On March 22, 2010, the Court approved the Debtors' proposed bidding procedures. The deadline for the submission of the bids was on April 25, 2010, and an auction was set for April 26, 2010. Mas Energy, LLC, agreed to serve as the stalking horse bidder at the auction, with a lead bid of $3,250,000. Atlanta, Georgia-based Global Energy Holdings Group, Inc. -- http://www.gnhgroup.com/-- is a diversified renewable energy company. Global develops renewable energy projects, including biomass gasification and landfill-gas-to-energy projects. The Company filed for Chapter 11 on November 25, 2009 (Bankr. D. Del. Case No. 09-14192). Charles J. Brown, Esq. at Archer & Greiner, P.C. represents the Debtor in its restructuring effort. As of Sept. 30, 2009, the Debtor listed total assets of $10.30 million and total debts of $5.27 million. GPX INTERNATIONAL: Settles $12M Claim With Sterling Investment -------------------------------------------------------------- Bankruptcy Law360 reports that GPX International Tire Corp. has settled a $12 million claim brought against it by Westport, Conn.- based private equity firm Sterling Investment Partners LP. According to Law360, both the Company and its official committee of unsecured creditors on Thursday asked the U.S. Bankruptcy Court for the District of Massachusetts to approve the settlement. GPX International Tire Corporation was one of the largest independent global providers of specialty "off-the-road" tires for the agricultural, construction, materials handling and transportation industries. GPX is a worldwide company, headquartered in Malden, Massachusetts, with operations in NorthAmerica, China, Canada, and Germany. A third generation family-owned business, GPX and its predecessor companies have been in business since 1922. GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Mass. Case No. 09-20170). GPX is represented in U.S. Bankruptcy Court by attorneys Harry Murphy of Hanify & King, P.C., and Peggy Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM Capital Corp. serves as investment banker to GPX in connection with these transactions and Argus Management Corporation serves as restructuring advisor to GPX. The petition says assets and debts range from $100 million to $500 million. GRANT FOREST: U.S. Court OKs Sale of Plants to Georgia-Pacific -------------------------------------------------------------- Grant Forest Products received approval from the U.S. Bankruptcy Court in Delaware, facilitating the Georgia-Pacific acquisition of Grant's Allendale and Clarendon, S.C., facilities. This approval was the last in a series of governmental requirements on both sides of the U.S. and Canadian borders that included approvals of the acquisition by the Canadian court overseeing the Grant Forest Products Companies' Creditors Arrangement Act filing, the Canadian Competition Bureau, the United States Federal Trade Commission and Investment Canada. With this latest approval, Georgia-Pacific expects to complete the purchase of Grant Forest Products' oriented strand board (OSB) and related facilities in Englehart and Earlton, Ontario; and Allendale and Clarendon, S.C., in the near future. Georgia-Pacific plans to continue operations at Englehart without any major changes in employment levels. Georgia-Pacific will source all timber for Canadian operations from Canadian forests using Canadian-based logging contractors; it will take steps to promote sustainable forestry practices; it will make efforts to expand sales to a broader range of customers; and it also will make substantial investments in the Englehart facility to enhance its competitiveness. Grant Forest is a closely held Canadian maker of oriented strand board used in residential construction. Alexander Morrison, Ernst & Young Inc., filed a Chapter 15 petition for Grant Forest Products Inc. (Bankr. D. Del. Case No. 10-11132) on March 31, 2010. Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf, serves as counsel. The petition estimated assets at $500,000,001 to $1,000,000,000 and debts at $100,000,001 to $500,000,000. GREATER ATLANTIC: Director John Barline Owns 30,629 Shares ---------------------------------------------------------- John D. Barline, a director at Great Atlantic & Pacific Tea Co. Inc., disclosed in a Form 5 filing with the Securities and Exchange Commission on April 13, 2010, that he may be deemed to beneficially own 30,629 shares of the company's common stock. The Great Atlantic & Pacific Tea Company, Inc., based in Montvale, New Jersey, operates conventional supermarkets, combination food and drug stores and discount food stores in 8 U.S. states and the District of Columbia. The Company's business consists strictly of retail operations, which totaled 433 stores as of December 5, 2009. During the 40 weeks ended December 5, 2009, the Company operated in four reportable segments: Fresh, Price Impact, Gourmet and Other. The Other segment includes Food Basics and Liquor businesses. As of December 5, 2009, the Company had $3,025,429,000 in total assets against $3,383,900,000 in total liabilities, resulting in stockholders' deficit of $402,186,000. * * * The Company's corporate credit rating with Standard & Poor's Ratings Group is B- with a stable outlook. Its senior unsecured debt is rated CCC, and its recovery rating is 6, indicating that lenders can expect a negligible (0%-10%) recovery in the event of a payment default. Its senior secured notes are rated B-, with a recovery rating of 4, indicating that lenders can expect an average recovery (30%-50%) in the event of a payment default. Its preferred stock rating is CCC-. The Troubled Company Reporter reported on April 13, 2010, that Moody's Investors Service downgraded the Probability of Default Ratings of The Great Atlantic and Pacific Tea Company to Caa3 from Caa1, and its Corporate Family Rating to Caa2 from Caa1. The company's Speculative Grade Liquidity Rating to was also downgraded to SGL-3 from SGL-2, andthe company's debt and preferred stock ratings were also downgraded as shown below. This completes the review for possible downgrade started on January 12, 2010. GREEKTOWN HOLDINGS: Panel Reiterates Request to Pursue Lawsuits --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Greektown Holdings Inc.'s cases and Deutsche Bank Trust Company Americas previously asked the U.S. Bankruptcy Court for the Eastern District of Michigan for authority to initiate and pursue litigation in pursuit of bond avoidance claims on behalf of the Debtors. Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham, Michigan -- japplebaum@clarkhill.com -- notes that the potential defendants in Bond Avoidance Claims are insiders or former insiders of the Debtors who received, in the aggregate, more than $165 million from the Debtors without having given any discernable equivalent value in return for the exchange. The Committee and Deutsche Bank assert that Bond Avoidance Claims are colorable and valuable, and that pursuit of the Bond Avoidance Claims will generate substantial proceeds far greater than any costs incurred in pursuing them. The Debtors previously argued that the joint request was a premature attempt by the Committee and Deutsche Bank to circumvent a competing plan process, which would have determined ultimate title to, and the ultimate beneficiary of, the Bond Avoidance Claims. Mr. Applebaum, however, argues that confirmation of the Noteholder Plan, the withdrawal of a competing Chapter 11 Plan submitted by Luna Greektown LLC and Plainfield Asset Management LLC, and the agreement to hold confirmation of the Debtors' Plan in abeyance to allow the Noteholder Plan to proceed towards confirmation and achieve the Effective Date renders the Debtors' first argument moot. Confirmation of the Noteholder Plan conclusively determined that upon the Plan Effective Date, (i) the Bond Avoidance Action Claims will be transferred to a litigation trust for the benefit of holders of Allowed General Unsecured Claims and Allowed Bond Claims, and that (ii) the Litigation Trustee will have all responsibility for the prosecution and resolution of the Bond Avoidance Action Claims, Mr. Applebaum contends. For these reasons, Mr. Applebaum asserts that the Debtors' prior argument in opposition to the Joint Request now supports a finding by the Court that the Committee and Deutsche Bank should be authorized to prosecute the Bond Avoidance Action Claims because it has been conclusively determined that their constituents will be the beneficiaries of these actions and that their professionals will have ultimate responsibility for prosecuting the actions. The Bond Avoidance Action Claims must be filed no later than May 29, 2010, in order to satisfy the requirements of Section 546(a) of the Bankruptcy Code, Mr. Applebaum relates. He explains that to preserve the significant value of the Bond Avoidance Action Claims, it is imperative that the actions be timely filed. "Although the Noteholder Plan Proponents have made significant progress to achieve the Effective Date, regulatory approvals are required before the Effective Date can occur, the regulatory approval process requires significant time to complete; and, despite the Noteholder Plan Proponents best efforts, may not be completed in advance of May 29, 2010," Mr. Applebaum tells Judge Shapero. Thus, immediate entry of an order granting the Joint Request is imperative, he avers. The Committee's and Deutsche Bank's request are joined by the Noteholder Plan Proponents. Subsequently, in a separate filing, the Debtors concurred with the Committee's Request and withdrew their prior objection. Papases, Gatzaroses Reserve Rights; Tribe Concurs In separate filings, Jim and Viola Papas and Ted and Maria Gatzaros, with concurrence from the Sault Ste. Marie Tribe of Chippewa Indians and its political subdivision, the Kewadin Casinos Gaming Authority, ask the Court to deny the Request. The Papases relate that they vehemently dispute the merits of any Bond Avoidance Claims against them as there is no factual or legal basis for any claim, "nor has the Committee, Deutsche Bank, or the Noteholder Plan Proponents alleged anything more than mere conjecture, conclusory allegations and self-serving rhetoric." Lisa S. Gretchko, Esq., at Howard & Howard Attorneys PLLC, in Royal Oak, Michigan, contends that the alleged claims against the Papases are without merit. The Papases reserve all of their rights and defenses, including all procedural or substantive defenses, with regard to any avoidance claim that might be raised against them, including, but not limited to, improper venue, lack of jurisdiction, lack of standing, waiver, estoppel, accord and satisfaction, discharge, duress, failure of consideration, fraud, illegality, laches, payment, release, satisfaction, discharge, statute of frauds, and statute of limitations. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Plan Proponents Oppose Some of Foley Fees ------------------------------------------------------------- Noteholders, the Official Committee of Unsecured Creditors and other proponents to the plan sponsored by noteholders, ask the Court to deny Luna Greektown LLC and Plainfield Asset Management LLC and its affiliates' request to allow as administrative expenses a portion of the legal fees and costs incurred by Foley & Lardner LLP on their behalf during the period from July 1, 2009 through and including October 22, 2009, in connection with work related to the disclosure statements and bankruptcy plans the Luna Claimants submitted in the Debtors' Chapter 11 cases. Allan S. Brilliant, Esq., at Dechert LLP, in New York, contends that the Luna Claimants attempt to justify the reimbursement of their legal fees from the Debtors' estates through an inaccurate characterization of the record of their involvement in the Debtors' Chapter 11 cases. "In reality, the Luna Claimants are simply disgruntled bidders who lost out during the Debtors' aborted sale process and thereafter unsuccessfully attempted to obtain the Debtors' assets by prosecuting a plan that was patently unconfirmable," Mr. Brilliant says. "Having acted entirely in their own self interest, they now incredibly seek to take credit for the confirmation of the Noteholder Plan and saddle the estates and creditors with their legal costs." The Luna Claimants, however, utterly fail to establish that they provided any benefit to either the Debtors' estate or creditors as required under the Bankruptcy Code for an allowable substantial contribution claim, Mr. Brilliant argues. The Luna Claimants have not met and cannot meet their burden of showing that they have made a substantial contribution to the Chapter 11 cases entitling them to reimbursement for fees and expenses, he points out. "The Luna Claimants identify no instance of a court allowing a substantial contribution award on account of the submission of a failed plan of reorganization," Mr. Brilliant says. In a separate filing, the Debtors concur with the Noteholder Plan Proponents and ask the Court to deny the Luna Claimants' Request. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Proposes PGH & H.A.V.G. as Consultants ---------------------------------------------------------- Greektown Holdings Inc. and its units ask the Court for authority to employ PGH Consulting LLC and Hospitality Advisors Group as hotel valuation consultants and expert witnesses. The Debtors assert that they require the assistance of the Appraisers to determine the market value of their hotel and attached parking deck in connection with property tax contests for tax years 2008, 2009, and 2010. Hospitality Advisors will be responsible for the research and drafting of the opinion of value for the tax years at issue. Hospitality Advisors and the Debtors' special tax counsel, Honigman Miller Schwartz and Cohn LLP, will consult with PGH regarding certain appraisal issues critical to the valuation of the Hotel Property. The Debtors assert that the Appraisers are well-qualified to act on their behalf, given the firm's extensive knowledge and experience in real property appraisal generally, and hotel properties in particular. In conjunction with the Tax Assessment Contests, the Debtors relate that they need the Appraisers to perform these services: a. Valuation of the Hotel Property as of December 31, 2007, December 31, 2008, and December 31, 2009 b. Advice with respect to valuation matters; and c. Potential testimony as experts or fact witnesses in the Tax Assessment Contests The Debtors will pay Hospitality Advisors $26,000 plus a $250 hourly rate for preparations, attendance, and participation in depositions and pre-trial and trial activity. The Debtors will pay PGH $450 per hour to consult with a special tax counsel and Hospitality Advisors. If necessary, PGH will be asked to prepare for, attend, and provide pretrial and trial services, including expert testimony. The Appraisers will apply to the Court for expense reimbursement or allowances of compensation for all services it provides to the Debtors in accordance with applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of Bankruptcy Procedure, and orders of the Court, and guidelines established by the United States Trustee. David C. Lennoff, president of PGH; and Laurence G. Allen, president of Hospitality Advisors, assure the Court that their firms have no interests that are adverse to the Debtors or their estates. Accordingly, each of PGH and Hospitality Advisors is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Tribe Wants Decision on PC Sharing Pact ----------------------------------------------------------- Prior to Greektown Holdings and its units' bankruptcy filing, the Sault Ste. Marie Tribe of Chippewa Indians entered into the AS/400 Computer System Sharing Agreement with Debtor Greektown Casino, L.L.C. By this motion, the Tribe asks Judge Shapero to compel the Debtors to assume or reject the Computer Sharing Agreement before April 22, 2010. If the Court directs the Debtors to reject the Sharing Agreement, the Tribe seeks a modification of the automatic stay to permit it to suspend performance under the Agreement immediately. David Lerner, Esq., at Plunkett Cooney, Esq., in Bloomfield Hills, Michigan -- dlerner@plunkettcooney.com -- relates that under the terms of the Computer Sharing Agreement, Greektown Casino L.L.C. is permitted to continue to use the AS/400 System to meet certain "computing capacity needs" and to run certain software used by the Debtor for timecard and reporting purposes in exchange for the payment of the Debtor's pro rata share of various hardware maintenance and system support costs. He adds that the Tribe also provides various computer support services to the Debtor under the Computer Sharing Agreement for a $6,500 monthly fee. Moreover, under the terms of the Computer Sharing Agreement, the Tribe acquired additional licenses for the Debtor under a certain agreement with J.D. Edwards & Company for certain accounting and database software. In exchange, the Debtor is required to fully reimburse the Tribe for the Debtor's portion of the annual software maintenance fees and all other software support fees under the J.D. Edwards License Agreement, Mr. Lerner tells the Court. Although the Tribe has continued to provide services and incur expenses under the Computer Sharing Agreement since the Petition Date, the Tribe has generally not received payments postpetition from the Debtor, Mr. Lerner discloses. The Debtor, he notes, has not paid any of the monthly fees or the majority of expenses it incurred but was paid by the Tribe under the Sharing Agreement. Mr. Lerner reveals that the Debtor currently owes the Tribe $211,051 in postpetition services and expenses under the Computer Sharing Agreement. In addition to the significant postpetition amounts presently due and owing to the Tribe under the Computer Sharing Agreement, the Tribe is at immediate risk for additional expenditures on behalf of the Debtor with respect to the continuation of the Additional J.D. Edwards User Licenses, Mr. Lerner further notes. He says that the Additional J.D. Edwards User Licenses used by the Debtor will expire on April 22, 2010, under the terms of the J.D. Edwards License Agreement. Upon information and belief, the Debtor has known for a considerable amount of time that the Additional J.D. Edwards User Licenses would expire and be subject to renewal on April 22, 2010, Mr. Lerner points out. He tells Judge Shapero that even though the Debtor has known the Additional J.D. Edwards User Licenses will expire shortly, the Debtor advised the Tribe that it expects the Tribe to renew the Additional J.D. Edwards User Licenses. The cost to the Tribe to renew the licenses for the Debtor is $57,604, Mr. Lerner relates, however the Debtor has not provided the Tribe with any assurances that it will pay for the License Renewal Fees and instead has threatened litigation against the Tribe if it does not renew the Additional J.D. Edwards User Licenses. Since the Debtor has not paid the Tribe for over $211,000 in postpetition fees and expenses under the Computer Sharing Agreement, it is apparent that the Debtor expects the Tribe to incur an additional $57,000 on its behalf but has no intent to reimburse the Tribe, Mr. Lerner asserts. Parties Stipulate The parties subsequently engaged in talks with respect to the Tribe's concern. Accordingly, to resolve the issues between them, the Debtors and the Tribe entered into a stipulation, which contains these terms: a. The Tribe's Motion to Compel will be withdrawn; b. The Tribe will renew the Maintenance Contracts for 10 of the Additional J.D. Edwards Licenses for the year beginning April 22, 2010 through April 21, 2011; c. The Debtors will pay $11,521 to the Tribe as full and final consideration for the Renewal, which will be made within 10 days after the Court approves the Stipulation; d. Each of the Tribe and the Debtors retain all their rights regarding the Computer Sharing Agreement, including any right to seek payment of administrative expenses or to object to the same; e. Nothing in the Stipulation or the Order will be construed as assuming or rejecting the Computer Sharing Agreement, and any decision to assume or reject the Sharing Agreement will be made pursuant to the Plan. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GUNNALLEN FINANCIAL: Closes Down, Files Chapter 11 --------------------------------------------------- GunnAllen Financial Inc., a former broker-dealer, filed a Chapter 11 petition on April 26 in Tampa, Florida, estimating assets and debts are both less than $50 million (Bankr. M.D. Fla. Case No. 10-09635). The Company said it owes $23 million to creditors. The Company's filing came after it closed in March when it could not raise enough capital to appease regulators, according to the report. According to Bloomberg News, the Company said customers' accounts were "not at risk" and could be accessed through the clearing broker, Ridge Clearing. Bill Rochelle at Bloomberg News relates that brokers are ineligible for filing in Chapter 11 so long as they have "customers." GunnAllen presumably could file in Chapter 11 because all customer account were transferred to another broker or the customer accounts were held at the clearing broker in the first place. The Web site said there would be an "orderly shut- down of the company." HARRISBURG, PENNSYLVANIA: Council Told to Consider Bankruptcy ------------------------------------------------------------- Harrisburg, Pennsylvania should consider seeking Chapter 9 bankruptcy protection, City Controller Dan Miller told a three- hour special committee hearing, Dunstan McNichol at Bloomberg News reported. According to the report, Mr. Miller, the first of four people to testify April 26 in an "informational session" on insolvency convened by Gloria Martin-Roberts, council president, said bankruptcy may offer Harrisburg relief from $68 million in debt- service payments this year tied to a waste-to-energy incinerator project. Ms. Martin-Roberts opposes a bankruptcy filing. Harrisburg has guaranteed payments on $282 million in bonds on the incinerator, run by the Harrisburg Authority. The city this month skipped a $637,500 payment due on a loan to Fairfield, New Jersey- based Covanta Holding Corp., operator of the incinerator. On April 23, the Harrisburg Authority told the city that it won't make a $425,282 payment due May 1 on a $17 million bond issue the city has guaranteed, said Robert Kroboth, interim finance manager. Harrisburg has been negotiating with Covanta and other creditors such as Dauphin County, a guarantor of some of the incinerator bonds, and Hamilton, Bermuda-based Assured Guaranty Municipal Corp., their insurer. About Harrisburg, Pa. Harrisburg is the capital of the Commonwealth of Pennsylvania. Harrisburg, as of the 2000 census, had a population of 48,950, making it the ninth largest city in Pennsylvania. Dow Jones says Harrisburg has $600 million in total debts. In 2009, according to Dow Jones, Harrisburg skipped some bond payments, leaving Dauphin County to make good on the debt by drawing down reserves. HOSSEIN SADEGHI: Case Summary & 15 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hossein Mehrdad Sadeghi 8070 Endrada De Luz, E. San Diego, CA 92127 Bankruptcy Case No.: 10-06740 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Derek J. Lobo, Esq. Page, Lobo & Costales 8989 Rio San Diego Drive, Suite 325 San Diego, CA 92108 Tel: (619) 542-8400 E-mail: derekjlobo@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb10-06740.pdf The petition was signed by Hossein Mehrdad Sadeghi. HUDSON'S FURNITURE: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Hudson's Furniture Showroom, Inc., 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 $15,533,838 B. Personal Property $17,365,300 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $26,610,149 E. Creditors Holding Unsecured Priority Claims $3,306,125 F. Creditors Holding Unsecured Non-priority Claims $12,017,597 ----------- ----------- TOTAL $32,899,138 $41,933,871 Sanford, Florida-based Hudson's Furniture Showroom, Inc., filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. M.D. Fla. Case No. 10-03322). R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. HUDSON'S FURNITURE: Gets Interim Okay to Use Cash Collateral ------------------------------------------------------------ Hudson's Furniture Showroom, Inc., obtained interim authorization from the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral of Furniture Brands International, Inc. (FBI) or LA-Z-BOY, Incorporated and its subsidiaries (LAZBOY). Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, the attorney for the Debtor, explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/HUDSONS_FURNITURE_budget.pdf As adequate protection to FBI's rights and interests, FBI will be granted a replacement lien on all of the assets and property, except the LAZBOY cash collateral, acquired by the Debtor's estate or by the Debtor (the Post-Petition Collateral) on and after the date on which the Debtor filed its voluntary petition. The post- petition lien and security interest in the Post-Petition Collateral granted to FBI will be to the same extent, validity, priority as its existing lien and will be a valid and perfected lien and security interest, effective as of the Petition Date, without the need for the execution or filing of any future document or instrument otherwise required to be executed or filed under applicable non-bankruptcy law. The Debtor will provide to FBI and LAZBOY regular financial reports including: (i) a weekly inventory report due by each Friday for results through the prior Friday (ii) weekly cash results in the form of the Budget which compares actual to budget (also due by Friday for results through the prior Friday); and (iii) all debtor-in-possession reports (when filed). As additional adequate protection, LAZBOY will have a purchase money security interest which will be a first lien on all inventory and other goods (and proceeds thereof) acquired by Debtor from LAZBOY. The lien will be a valid and perfected first priority lien and security interest, effective as of the Petition Date, without the need for the execution or filing of any future document or instrument, or notice to any prior secured party otherwise required to be executed, delivered, or filed under applicable non-bankruptcy law. The lien related to post-petition will secure all post-petition obligations. As of the date of the petition, FBI has suspended credit privileges to the Debtor. FBI may re-establish the Debtor's credit privileges post-petition; however, it reserves the right to extend credit on terms and conditions that may vary from the terms and conditions extended pre-petition. The Court has set a hearing for May 12, 2010 at 11:00 a.m., on the continued use of cash collateral. Sanford, Florida-based Hudson's Furniture Showroom, Inc., owns and operates several retail furniture stores in Florida, including stores in the cities of Sarasota, Lakeland, Pinellas Park, Tampa, Brandon, Melbourne, Ormond Beach, Altamonte Springs, Ocoee, Orlando and Clearwater, Florida. The Company filed for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. M.D. Fla. Case No. 10-03322). Justin M. Luna, Esq.; Mariane L. Dorris, Esq.; and Victoria I. Minks, Esq., at Latham Shuker Eden & Beaudine LLP, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. The Company's affiliates -- A&J Rentals, LLC; Hud Twenty-Five Ocoee, LLC; Hud Twenty-Three Tampa, LLC; and Hud-Five, LLC -- filed separate Chapter 11 petitions on October 13, 2009. INDIANA MICHIGAN: Fitch Affirms 'BB+' Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has affirmed the ratings of Indiana Michigan Power Co.: -- Issuer Default Rating at 'BBB-'; -- Senior Unsecured Debt at 'BBB'; -- Preferred Stock at 'BB+'; -- Short-term IDR at 'F2'. Approximately $2.7 billion of debt is affected. The Rating Outlook for the company remains Stable. The ratings for I&M take into consideration the company's affiliation with parent, American Electric Power Co., (AEP, IDR 'BBB' with a Stable Outlook), relatively constructive regulatory environments in Indiana and Michigan, and stable cash flow generation from electric operations. I&M benefits from the operational and functional ties with AEP, including participating in AEP's power pool and money pool. Due to AEP's highly centralized electric and treasury operations, any deterioration in credit quality of the parent could impair the ratings of its subsidiaries. I&M credit metrics, when adjusted for the company's operating lease related to the Rockport plant, are below average for the 'BBB-' rating category guidelines. For the year ended Dec. 31, 2009, the utility posted EBITDAR to interest of 2.5 times and debt leverage, as measured by the ratio of Debt to EBITDAR, was high at 4.6x. However, Fitch's analysis recognizes that lease costs are recoverable in rates and as such the adjusted metrics are not necessarily reflective of the utility's underlying credit quality. I&M has two rate cases currently pending, a $63 million base rate request in Michigan and a $53 million increase request in Indiana related to fuel recovery. Assuming both rate cases have a balanced outcome, and the economy continues to recover, the company's credit metrics are forecasted by Fitch to improve moderately, with EBITDAR to interest to be above 3.0x. I&M's liquidity position remains strong, with $500 million of available capacity under the AEP money pool. Total AEP available liquidity was approximately $3.4 billion as of Dec. 31, 2009, including $500 million of cash on hand. AEP's credit facilities are comprised of a $1.5 billion facility that matures in March 2011, a $1.454 billion facility that matures in April 2012 and a $627 facility that matures in April 2011. The utility's debt maturities are considered manageable over the next five years and are: $0 in 2010, $0 in 2011, $121 million in 2012, $0 in 2013 and $275.7 million in 2014. Maturing debt will be funded through a combination of internal cash generation and external refinancings. I&M repaired Cook Plant Unit 1 and it resumed operations in December 2009 at reduced power. The Unit 1 rotors were repaired and reinstalled due to the extensive lead time required to manufacture and install new turbine rotors. Unit 1 has a planned outage scheduled for the fall of 2011. In September 2008, I&M shut down Cook Plant Unit 1 due to turbine vibrations, caused by blade failure, which resulted in a fire on the electric generator. The turbine rotors that caused the vibrations were installed in 2006 and are within the vendor's (Siemens) warranty period. Repair of the property damage and replacement is estimated to cost approximately $395 million. Management believes that I&M should recover a significant portion of these costs through the turbine vendor's warranty, insurance and the regulatory process. I&M maintains property insurance through Nuclear Electric Insurance Limited with a $1 million deductible. As of Dec. 31, 2009, the company recorded $134 million in recoverable amounts under the property insurance, of which it has received $118 million. I&M also maintained a separate accidental outage insurance policy with NEIL whereby, after a 12-week deductible period, the utility received weekly payments of $3.5 million for 52 weeks and $2.8 million for one week for replacement power costs. In 2009, I&M recorded $185 million in revenues relating to its accidental insurance policy. INFOLOGIX INC: Seeks Nasdaq Hearing on Delisting ------------------------------------------------ InfoLogix, Inc., on April 20, 2010, received a staff determination letter from the Nasdaq Stock Market regarding the Company's non- compliance with the Nasdaq continued listing standards. The Company received a notice from Nasdaq on August 19, 2009, that its reported stockholders' equity as of June 30, 2009 fell below the minimum stockholders' equity requirement of $2,500,000 set forth in Nasdaq Listing Rule 5550(b)(1) and that it did not meet the alternatives for complying with the continued listing standards under Nasdaq Listing Rule 5550(b) of market value of listed securities or net income from continuing operations. Pursuant to the Listing Rules, Nasdaq granted an exception on October 30, 2009 to allow the Company to regain compliance and on November 23, 2009 the Company filed a Form 8-K stating it believed it had regained compliance with Rule 5550(b)(1). According to the Company's Form 10-K for the fiscal year ended December 31, 2009, however, the Company's stockholders' deficit of $2,544,000 as of December 31, 2009, fell below the minimum stockholders' equity requirement set forth in Rule 5500(b)(1) and Nasdaq has determined to delist the Company's securities unless it requests a hearing before a Nasdaq Listing Qualifications Panel on or before April 27, 2010. The Company intends to request a hearing before the Panel within the deadline and, as a result, its common stock will remain listed on Nasdaq pending the issuance of a decision by the Panel following the hearing. There can be no assurance that the Panel will grant the Company's request for continued listing. Hatboro, Pa.-based InfoLogix, Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- is a provider of enterprise mobility solutions for the healthcare and commercial industries. The Company's balance sheet as of December 31, 2009, showed $33.9 million in assets and $38.5 million of debts, for a stockholders' deficit of $2.5 million. McGladrey & Pullen, LLP, in Blue Bell, Pa., 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, has negative working capital and an accumulated deficit as of December 31, 2009. INTEGRA TELECOM: S&P Raises Corporate Credit Rating to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised the corporate credit rating on Portland, Ore.-based competitive local exchange carrier Integra Telecom Inc. to 'B-' from 'CCC+' and removed it from CreditWatch with positive implications, where it had been placed on April 7, 2010. At the same time, S&P affirmed the 'CCC+' issue rating on subsidiary Integra Telecom Holdings Inc.'s senior secured notes issue and secured term loan facility, as well as the 'B+' issue rating on its $60 million revolving credit facility. The recovery ratings on the debt remained unchanged. At the same time, S&P withdrew the 'CCC+' issue-level and '4' recovery ratings on Integra Telecom Holdings' senior credit facilities, which have been refinanced with proceeds from the new financing. The upgrade to 'B-' from 'CCC+' reflects the removal of restrictive financial maintenance covenants with the recently completed refinancing of the company's term debt. S&P feel cushion under the covenants in the prior bank loan was tight and it might have been difficult for the company to meet these thresholds on an ongoing basis, especially if Integra experiences execution missteps or accelerated churn. "While the new $250 million term loan also contains financial maintenance covenants," said Standard & Poor's credit analyst Catherine Cosentino, "S&P's upgrade is predicated on the presumption that these covenants, which are considerably looser than those in the previous bank agreement, provide a minimum ongoing cushion of 15%." Moreover, if the company's revenues trends stabilize or improve in the second half of 2010, S&P could raise the rating, given Integra's overall financial profile, and expectations that it will continue to operate at break-even to positive levels of net cash flow after capital expenditures. JAPAN AIRLINES: Aid Must Not Distort Competition, Says IATA ----------------------------------------------------------- The International Air Transport Association is raising concern whether the state-backed Japan Airlines' JPY900 billion ($9.7 billion) plan will not allow government support to alter the airline competitive atmosphere, Bloomberg reported. Schinichiro Ito, president of All Nippon Airways, is also raising the same question, as JAL receives government aid to ensure its survival as it goes through bankruptcy restructuring. ANA is one of the two largest Airlines in Japan next to JAL, ATWonline.com reported on April 16. Quoting a report from the Nikkei Daily newspaper, ATWonline said Mr. Ito raised his query in an appearance before a government committee stating that JAL's restructuring process is "haphazardly." According to ATWonline, JAL CEO Kazuo Inamori is concerned at the inefficient method the company is being run and asserted that more severe means of cost slashing are expected. With respect to the airfare cuts that JAL implemented since it entered bankruptcy, Mr. Ito commented that the airfare reductions only add harm to JAL's struggling financial condition more than it creates market imbalance, ATWonline said. Costs Should be Addressed Following a meeting with Seiji Maehara, Japan's Minister for Land, Infrastructure, Transport and Tourism, the IATA issued this statement: "IATA fully supports Minister Maehara's vision to increase the competitiveness of Japan's air transport sector with more efficient infrastructure. To turn the vision into reality, urgent action is needed to address cost issues. Today marks the start of a new dialogue with the Japanese government which will play a critical role in rebuilding Japan's aviation competitiveness," said Giovanni Bisignani, IATA's Director General and CEO. Mr. Bisignani urged the government to re-think the JPY 2,400 per tonne charge for international operations at Haneda Airport. "Charges must follow ICAO principles. That means transparent charges, no cross subsidization and consultation with users. International and domestic operations use the same infrastructure. There is no justification for international charges to be higher. In fact, the increased traffic should reduce unit costs," said Mr. Bisignani. "Setting such a high charge for Haneda ignores the natural impact of added capacity to reduce unit costs. And it misses a great opportunity to drive efficiencies at both Haneda and Narita which should compete on costs and services to serve the Tokyo market. Moreover, these airports must be able to compete for hub traffic at Hong Kong, Incheon, Shanghai and Beijing to serve the growing Chinese market. But that won't happen with costs double that of successful airports like Singapore's Changi," said Mr. Bisignani. IATA called for a more coherent aviation policy. "Infrastructure must meet the demands of passengers. Airlines cannot continue to pay for airport infrastructure that is developed for political purposes. We need, for example, to sort out the situation in the Kansai region. The five runways of Itami, Kansai and Kobe serve 36 million passengers a year. Singapore runs its successful hub serving 37 million passengers on just 2 runways and with much cheaper costs," said Bisignani. Japan is a mature market on the doorstep of the world's fastest growing aviation market -- China. Over the last decade the Chinese international market has grown from 500,000 seats per week to 1.4 million, while Japan has remained virtually unchanged with weekly international seats growing from 1.2 million to 1.3 million. "Japan must urgently put its aviation house in order to compete in the Asia-Pacific market. The open skies bilateral with the US was an historic achievement. I encourage the Government to continue to push for liberalization and join IATA's Agenda for Freedom initiative to free up antiquated restrictions on market access and ownership. With the country's largest international carrier in bankruptcy, in parallel to liberalization, the government must aggressively and urgently address cost issues to rebuild competitiveness." IATA is closely monitoring the restructuring of Japan Airlines. "IATA continues to work closely with Japan Airlines in the restructuring process. Financial guarantees provided by Japan Airlines have allowed for business as usual through IATA's global financial systems. Tough decisions will need to be made quickly to cut costs and close the gap with regional competitors. Japan's expensive airport infrastructure costs impede improved competitiveness and must also be addressed as part of building a successful future for the company," said Mr. Bisignani. Mr. Bisignani also praised Japan's industry -- airports and airlines -- for working together to meet the 100% Bar Coded Boarding Pass target at the end of 2010. "Japan has always been a leader in new technology for passenger processing. Now this leadership must be extended to freight operations with support from all stakeholders -- including customs -- to increase the adoption of e-freight. Its reduced costs and faster processing times will make a much-needed contribution to the competitiveness of Japan's air freight sector," said Mr. Bisignani. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAPAN AIRLINES: Chairman Inamori Determined to Revitalize JAL ------------------------------------------------------------- Amid heavy pressures from lenders and creditors regarding the company's struggles to emerge from bankruptcy, Japan Airline's chairman Kazou Inamori has made a stand: He won't cut more jobs or routes, Bloomberg News reported. During his first meeting with the press since his appointment as JAL chairman, Mr. Inamori expressed his defiance to clamors from government and JAL's prospective lenders and creditors to drastically cut costs by severing its workforce and canceling JAL routes. "JAL was originally established as a national carrier and eventually it was listed in the stock market," Mr. Inamori told Bloomberg. "All the while that was happening, the top management was former government officials. They were running the company as if they were running a government agency." Mr. Inamori is an ordained Buddhist monk, entrepreneur and a management specialist. He founded Kyocera, a leading manufacturer of electrical parts in Japan, and a Japanese telecommunications company known today as KDDI. At 78, Mr. Inamori is retired, but he took the great restructuring task to support Japan's Prime Minister Yukio Hatoyama offer of the job. Mr. Inamori has declined salary for this feat, Bloomberg said. "JAL is a company that represents one industry of Japan. Are we going to let the company fail or are we going to restore its viability? That was an important question at a time when the Japanese economy was stagnant," said Mr. Inamori. "For the country as a whole, I felt it was vitally important that JAL be revived. I felt it was necessary for the Japanese economy and for society." JAL's creditor banks, which include Mizuho Corporate Bank, Bank of Tokyo-Mitsubishi UFJ and Sumitomo Mitsui Banking Corp., are forgiving the airline of more than $8 billion in debts, on a compromise that the airline will have to undertake harsh cost- cutting measures including the severance of more than 16,000 jobs and cancellation of about 16 international routes. Mr. Inamori and JAL's management are now embattled in the negotiating table with the carrier's main lenders and the government, to determine how JAL will be financially reshaped, Bloomberg said. "It is true that I am faced with a difficult decision, and I am struggling with it as I speak. Syndicated banks and government tell me we need to do more by drastically reducing more flight routes and jobs," Bloomberg quoted Mr. Inamori as saying. "I am trying to keep the reduction level as planned." As a Buddhist monk, Mr. Inamore's core philosophy is "to do the 'right thing' as a human being, in both life and business," Bloomberg related. "JAL was not the kind of company to look at its [profit and loss statement]. I am in the middle of a huge transformation at JAL," Mr. Inamori said. "I am looking at numbers on a weekly and monthly basis. In this organization I will hold each head of the division accountable." "It improves the quality of my heart and mind and enriches myself as a human being," Mr. Inamori told said. "This enhanced spirit is useful when it comes to revitalizing JAL." About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAPAN AIRLINES: Extends Codeshare With Jetstar, British Airways --------------------------------------------------------------- Japan Airlines (JAL) expanded its codeshare agreement with Jetstar Airways (JQ) from April 1, 2010, when JAL will place its 'JL' indicator on JQ- operated flights between Osaka (Kansai) and Cairns -- a service with four weekly flights commencing the same day. JAL and Jetstar have been bilateral partners since May 2007 and currently codeshare on flights operated by the latter between Tokyo (Narita) and Cairns. In addition, Japan Airlines and British Airways (BA), both members of leading quality airline alliance oneworld(R), have reached an agreement to expand their codeshare partnership. Beginning March 28, 2010, JAL will codeshare with BA on nine new routes and from April 28, 2010, 4 new routes, all in the European region. Including current codeshare flights within the United Kingdom and within Europe, the total number of codeshare flights between the two airlines will be 23, broadening JAL's Europe network to cover 36 cities with 54 routes. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAYEL CORP: Court Sets May 12 Hearing on Cash Collateral Use ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Arkansas has set a hearing for May 12, 2010, at 9:00 a.m. on Jayel Corp.'s request to use cash collateral. The Debtor sought authorization from the Court to use cash collateral to pay interest only payments to the Bank of Rogers and/or its successor in interest First National Bank of Fort Smith. The Debtor believes this amount is approximately $39,000 per month. The Debtor wants to pay James H. Lemmon $4,000 per month as the manager of the investment properties. The Debtor will also use the additional $16,000-$23,000 as needed for utilities, insurance and general upkeep of the Debtor's properties. Any money not used will accumulate in a debtor-in- possession operational account and distributed as directed by a confirmed plan. Bentonville, Arkansas-based Jayel Corporation filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No. 10-71120). Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys At Law, assists the Company in its restructuring effort. JEFFERSON ESTATES: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jefferson Estates, LLC 115 S. Lafayette Blvd., Suite 112 South Bend, IN 46601 Bankruptcy Case No.: 10-05201 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: James D. Gregg Debtor's Counsel: Patrick T. McFadden, Esq. 108 North Main Street South Bend, IN 46601 Tel: (574) 233-9338 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/miwb10-05201.pdf The petition was signed by Steven D. Kollar, designated representative. KEVIN DONOFRIO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Kevin Vincent Donofrio Katrina Lynn Donofrio 2503 Culbreath Cove Court Valrico, FL 33596 Bankruptcy Case No.: 10-09334 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Sheila D. Norman, Esq. Norman and Bullington, P.A. 1905 West Kennedy Blvd Tampa, FL 33606 Tel: (813) 251-6666 Fax: (813) 254-0800 E-mail: sheila@normanandbullington.com Scheduled Assets: $415,687 Scheduled Debts: $1,083,173 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb10-09334.pdf The petition was signed by Kevin Vincent Donofrio and Katrina Lynn Donofrio. KLCG PROPERTY: Sale of Assets to Dougherty Formally Approved ------------------------------------------------------------ KLCG Property, LLC, and Gurnee Property, LLC, obtained authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to sell all or substantially all of the assets relating to the Debtors' business to Dougherty Funding LLC, subject to higher and better offers. The Court has approved the Debtor's purchase agreement with Dougherty Funding. A copy of the agreement is available for free at: http://bankrupt.com/misc/KLCG_purchaseassetpact.pdf http://bankrupt.com/misc/KLCG_assetpurchasepact2.pdf As reported by the TCR on March 24, 2010, the Debtors cancelled the auction for the KeyLime Cove indoor water park in Gurnee, Illinois, when no competing bids were received and instead sought Court approval for the sale of the property to the stalking horse bidder, Dougherty Funding. The deadline for competing bids expired March 12. Dougherty Funding has offered to pay $65 million by exchanging some of the pre-bankruptcy secured debt and the $2.8 million loan to finance the Chapter 11 effort. Dougherty is owed $89.5 million on a construction loan. Headquartered in Gurnee, Illinois, KLCG Property, LLC, was organized in Delaware on October 13, 2005, for the purpose of constructing, owning, and operating a 414-room destination resort hotel, indoor water park and conference center located within the greater northern Chicagoland region. 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. LANDCOR LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Landcor, LLC 22812 W. Beloat Road Buckeye, AZ 85326 Bankruptcy Case No.: 10-11966 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Gerald L. Shelley, Esq. Fennemore Craig, P.C. 3003 N. Central Avenue, Suite 2600 Phoenix, AZ 85012 Tel: (602) 916-5439 Fax: (602) 916-5639 E-mail: gshelley@fclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Karl T. Brim, managing member. LAS VEGAS MONORAIL: Court Rejects Bid to Dismiss Ch. 11 Case ------------------------------------------------------------ Judge Bruce Markell of the U.S. Bankruptcy Court for the District of Nevada denied a bid by Ambac Assurance Company -- which was joined by Wells Fargo Bank, N.A. -- to dismiss the chapter 11 bankruptcy case of Las Vegas Monorail Company. The Court also declined to convert the case to Chapter 9. According to netDockets, Judge Markell held that the Debtor "is a creature of general nonprofit corporation laws rather than of a specific legislative enactment." Judge Markell also held that the state of Nevada's ability to control the Debtor was "attenuated" and that the Debtor "operates its day-to-day business in significant isolation from the State." netDocket also relates Judge Markell noted that the Debtor's creditors "are not, and do not expect to be, creditors of the State" and that "the State is insulated from any of LVMC's operating losses." Judge Markell determined that the State of Nevada exercised a "low level" of control which did not rise to the level required for the Debtor to be deemed a municipality. He also said "Nevada statutory law would likely not imbue LVMC with sufficient municipal qualities to make LVMC a municipality." As reported by the Troubled Company Reporter, Ambac had argued that the Debtor was ineligible to seek Chapter 11 bankruptcy protection because it constituted a "municipality" under the Bankruptcy Code. Ambac said the Debtor could only file for bankruptcy protection under Chapter 9 of the Bankruptcy Code. About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LEHMAN BROTHERS: Wants to Modify Culver Studios Deal ---------------------------------------------------- Lehman Brothers Holdings Inc. will ask the U.S. Bankruptcy Court at a May 12 hearing for permission to restructure an agreement related to Culver Studios. Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that Lehman Brothers, through a subsidiary, owns an 89% stake in Culver Studios, while minority owner PCCP LLC manages the property. Dow Jones recalls Lehman provided Culver Studios with a junior loan last fall so it could pay the studio's lender in exchange for a three-year loan extension and avoid foreclosure. According to Dow Jones, under that deal, Lehman promised PCCP a cut of all payments Lehman received under that junior loan, leading to PCCP's filing of a $2.8 million claim in Lehman's bankruptcy. Lehman wants to cap PCCP's claim at $2 million, according to Dow Jones, afraid that the claim could grow to $7 million over the next few years. According to Lehman, Dow Jones relates, the proposed cap is in line with what it expects its creditors to recover in its bankruptcy. The request will ensure that Lehman is able to preserve its relationship with PCCP as well as its investment in the studio, Dow Jones says. Culver Studios is a 14.1-acre studio in Culver City, California. Movies including "Gone With The Wind," "Citizen Kane" and "E.T.: The Extra-Terrestrial" and television shows like "The Andy Griffith Show," "Lassie," and "America's Next Top Model" have been shot in the studio. LEHMAN BROTHERS: Ernst & Young Added as Defendant to Fraud Lawsuit ------------------------------------------------------------------ Bankruptcy Law360 reports that the lead plaintiffs in a securities fraud class action against Lehman Brothers Inc. have added Lehman's former outside auditor Ernst & Young LLP as a defendant for its alleged role in falsely approving the now-bankrupt bank's financial statements. Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Begins $11 Billion Trial Against Barclays ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the bankruptcy judge in Manhattan began hearing witnesses April 26 in the trial where Lehman Brothers Holdings Inc. contends that Barclays Plc received $11 billion more in assets than it was entitled to receive on buying assets one week after the Chapter 11 filing on Sept. 15, 2008. Lehman contends the sale "was secretly structured from the outset to give Barclays an immediate and enormous windfall profit." Also involved in the trial are the Lehman creditors' committee and the trustee for the Lehman brokerage subsidiary which sued Barclays at the same time in separate complaints in bankruptcy court. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENNAR CORP: Fitch Assigns 'BB+' Rating on $250 Mil. Notes ---------------------------------------------------------- Fitch Ratings expects to assign a 'BB+' rating to Lennar Corp.'s proposed offering of $250 million of senior unsecured notes due 2018 and $250 million of convertible senior notes due 2020. The initial purchasers of the convertible senior notes are expected to have the option to purchase up to an additional $37.5 million of convertible senior notes solely to cover over-allotments. These issues will be ranked on a pari passu basis with all other senior unsecured debt. Approximately $200 million of the proceeds from the notes offering will be used to make a tender offer for a total of $200 million principal amount of Lennar's 5.125% senior notes due 2010, its 5.95% senior notes due 2011 and its 5.95% senior notes due 2013. The company will use the remainder of the net proceeds from the sale of the senior notes and the net proceeds from the sale of the convertible senior notes for general corporate purposes, which may include the repayment or repurchase of its existing senior notes or other indebtedness. Fitch's current Issuer Default Rating for Lennar is 'BB+'. The Rating Outlook is Negative. The ratings and Outlook for Lennar reflect the company's healthy liquidity position, improved operating results, lessened joint venture exposure and moderately stronger prospects for the housing sector this year. Lennar was the fourth largest homebuilder in 2008 and focuses on entry level and first time move-up homebuyers. The company builds in 14 states with particular focus on markets in Florida, Texas and California. Its financial services operations provides primarily mortgage financing, title insurance and closing services for both buyers of Lennar's homes and others. Its newest segment is Rialto Investments which provides advisory services, due- diligence, workout strategies, ongoing asset management services and acquires and monetizes distressed loans and securities portfolios. (Management has considerable expertise in this highly specialized business.) In February 2010, the company acquired indirectly 40% managing member equity interests in two limited liability companies in partnership with the FDIC, for approximately $243 million (net of transaction costs and a $22 million working capital reserve). During the first quarter of 2010 (1Q'10), Lennar also invested $41 million in a fund formed under the Federal government's PPIP, which is focused on acquiring securities backed by real estate loans. Lennar generated $89.42 million of cash flow from operations during 1Q'10, including a tax refund of $93.8 million as a result of the tax legislation enacted in November 2009. (An additional tax refund of $230.3 million was received on March 2, 2010.) The company ended the first quarter with unrestricted homebuilding cash of $732.38 million and $172.50 million in restricted cash. For all of fiscal 2010, Lennar has the potential to be cash flow positive, excluding tax refunds, although the company continues to rebuild its land position (through land purchases and development spending). During the first quarter, the company spent $154 million on land purchases (3,300 home sites), but only reported land expenditures of $75 million in 1Q'09. (In 1Q'08 $354 million was spent on land.) Lennar reported total corporate revenues of $574.44 million, down 3.1%, in 1Q'10. Homebuilding revenues totaled $520.78 million, off 1.6%. Sales of homes accounted for 98.6% of homebuilding revenues with land sales representing the balance. Home deliveries fell 6.4%, while the average sales price rose 5.8% to approximately $258,500. The gross margin on home sales in the quarter was 19.2%, up sharply from 6.5% (14.3% adjusted for real estate valuation charges) in 1Q'09. SG&A expenses as a percentage of homebuilding revenues dropped 360 basis points year-over-year, primarily due to a reduction in fixed costs. JVs were a lesser penalty in the quarter, mainly due to fewer unprofitable JVs and reduced valuation adjustments. The homebuilding segment generated $5.46 million ($15.59 million, excluding valuation adjustments and write-offs) in pretax profits in the February 2010 quarter as compared to a loss of $128.28 million (a $77.05 million loss, excluding real estate charges) in the February 2009 quarter. Financial services revenues approximated $53.37 million, down 16.7%, while the segment generated a loss of $901,000 in the seasonally slow 1Q'10, which compares to a $492,000 profit a year ago. The new Rialto Investments segment reported an operating loss of $959,000 on $301,000 in revenues, which primarily consisted of fees earned for PPIP advisory services. Lennar's 1Q'10 corporate pretax loss was $19.04 million, 87.8% lower than the year earlier loss. The company's net loss was $6.52 million, down from a net loss of $155.93 million a year ago. Unit backlog was 2,204 homes, up 33.8% as of Feb. 28, 2010. The value of backlog was $581.54 million, 29.2% higher than a year ago. The average price in backlog was $263,856, down 3.5%. In fiscal 2009, corporate revenues totaled $3.12 billion, down 31.8%. Homebuilding revenues were $2.83 billion, off 33.5%. Consolidated home deliveries declined 25.6% to 11,422, while the average sales price decreased 10.1% to $243,114. The 2009 homebuilding operating loss was $647.38 million (an $86.93 million loss, excluding real estate charges). This compares to a $400.79 million loss ($36.65 million operating earnings, excluding real estate charges and other extraordinary items) in 2008. The corporate pretax loss in 2009 was $731.49 million, which compares to a $561.53 million loss a year ago. The net losses were $417.15 million in 2009 and $1,109.09 million in 2008. Housing apparently bottomed during 2009, and a so far rather anemic recovery has begun. During the next 12-15 months off the bottom, the recovery may appear jaw-toothed as substantial foreclosures now in the pipeline present as distressed sales and as meaningful new foreclosures arise from Alt-A and option ARM resets. High unemployment rates and the tightening of certain Federal Housing Administration loan standards will be notable headwinds early in the upcycle. The continuation and expansion of the scope of the national housing credit may boost sales in spring of this year. And the Federal government's continuing efforts to modify foreclosures may finally show some success in 2010. In February 2010, Lennar terminated its $1.1 billion senior unsecured revolving credit facility. There were no outstanding borrowings under the credit facility, and it was only being used to issue letters of credit. Subsequently, the company has entered into cash-collateralized letter of credit agreements with two banks with a capacity totaling $225 million, of which Lennar used $162.7 million as of Feb. 28, 2010. The company will save over $8 million annually as a result of these actions. (Consistent with Fitch's comment on homebuilders' termination of revolving credit facilities, in the absence of a revolving credit line, a consistently higher level of cash and equivalents than was typical should be maintained on the balance sheet, especially in these still uncertain times.) In March 2009, the company retired its $281 million 7.625% senior notes due March 2009 for 100% of the outstanding principal amount, plus accrued interest as of the maturity date. In April 2009, Lennar issued $400 million of 12.25% senior notes due 2017 in a private placement. During 2009, the company redeemed $50 million of its 5.125% senior notes due 2010 and $5 million of its 5.95% senior notes due 2011. During 1Q'10, Lennar redeemed $37.3 million of its 5.125% senior notes due October 2010 and retired $53.2 million of homebuilding mortgage notes on land and other debt, resulting in a pretax gain of $9.3 million. As of Feb. 28, 2010, the company had issued 21 million of its class A common stock under an equity draw-down program for gross proceeds of $225.5 million. Lennar is authorized to sell shares for up to $275 million under the equity draw-down program. Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. LENNAR CORP: Moody's Assigns 'B3' Ratings on Senior Notes --------------------------------------------------------- Moody's Investors Service assigned B3 ratings to the new $250 million senior unsecured note offering and the new $250 million convertible senior note offering of Lennar Corporation, proceeds of which will be used to tender for near- term debt obligations and for general corporate purposes, which may include the repayment or repurchase of its existing senior notes or other indebtedness. At the same time, Moody's affirmed the company's existing corporate family of B2, existing senior unsecured note rating of B3, and speculative grade liquidity rating of SGL-2. The rating outlook was changed to positive from stable. The change to a positive ratings outlook reflects Moody's belief that the industry's fundamental credit conditions have stabilized although they remain weak, that Lennar's liquidity has improved, although it could still benefit from additional rebalancing of debt maturities, and that the company will maintain capital structure discipline as it pursues additional growth opportunities during the next few years, including expanding its portfolio of troubled real estate loans. The B2 corporate family rating considers that Lennar's cash flow generation will be challenging to maintain as it increases its investment in land and distressed assets in 2010 and beyond. The rating also incorporates Lennar's long land position and the industry's largest (albeit greatly reduced) off-balance sheet joint venture exposure. The latter has been a major focus of the company's attention, and it has opted, or been required, to reduce its recourse joint venture debt from $1.8 billion at fiscal year- end 2006 to $279 million at February 28, 2010. Largely as a result, Lennar has not reduced its reported debt over this time period, as contrasted to most of its homebuilding peers. Its pro forma adjusted gross homebuilding debt/capitalization at February 28, 2010, exceeded 50%, a debt leverage metric more typically associated with that of a single B credit. At the same time, Lennar's ratings are supported by the company's improving gross margin performance, which should translate into reduced losses and ultimately to profitability, positive steps towards strengthening its liquidity profile and in lengthening its debt maturity schedule, aggressiveness in booking impairment charges, and progress in reducing its formerly outsized joint venture investments and debt guarantees. Lennar's SGL-2 rating reflects that its strong internal liquidity (defined as unrestricted cash plus cash flow) and lack of any covenant compliance pressures offset its lack of external liquidity (i.e., lack of a revolver). Lennar has a large land supply in various parts of the country and, now, real estate portfolios as well, making its alternate liquidity somewhat stronger than that of the typical homebuilder. The ratings could benefit if the company were to restore bottom- line profitability and/or resume growing its free cash flow (without assistance from tax refunds), improve its debt leverage, and continue to strengthen its liquidity. The ratings and/or outlook could come under pressure if quarterly losses begin to widen substantially; impairments were to again rise materially; the company were to experience even sharper-than- expected reductions in its trailing twelve-month cash flow generation; and/or adjusted debt leverage were to exceed 70%. These rating actions were taken: * B3 (LGD4, 63%) assigned to the new $250 million senior unsecured notes due 2018 * B3 (LGD4,63%) assigned to the new $250 million convertible senior notes due 2020 * Corporate family rating affirmed at B2 * Probability of default rating affirmed at B2 * Existing senior unsecured notes affirmed at B3 (LGD4,63%) * Speculative grade liquidity rating affirmed at SGL-2 The rating on the senior unsecured notes, including the two new issues of notes, has been notched below that of the corporate family rating because of the presence in the capital structure both of secured on-balance sheet recourse debt and secured off- balance sheet recourse debt. If the proportion of secured debt in the capital structure were to be reduced, the rating on the senior unsecured notes could return to parity with the corporate family rating. Moody's last rating action for Lennar Corporation occurred on April 24, 2009, at which time Moody's assigned a B3 rating to a new issue of $400 million of senior unsecured notes due 2017. Founded in 1954 and headquartered in Miami, FL, Lennar is one of the country's largest homebuilders. Total revenues and net loss for the 2009 fiscal year that ended November 30, 2009, were $3.1 billion and ($417) million, respectively. LKQ CORP: S&P Raises Corporate Credit Rating to 'BB' ---------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Chicago-based LKQ Corp. to 'BB' from 'BB-'. At the same time, S&P raised its ratings on LKQ's senior secured debt to 'BBB-' and also raised the rating on the shelf for unsecured and subordinate debt. "The upgrade reflects S&P's revised business and financial profile scores on LKQ," said Standard & Poor's credit analyst Nancy C. Messer. S&P revised the business profile risk score to fair from weak, reflecting the company's effective business model, which S&P believes has been resilient during the recession. "The revision further reflects S&P's view of LKQ's solid competitive position based on its national operating network and effective customer relationships, and its demonstrated good profitability," she continued. S&P revised the company's financial profile score to significant from aggressive, reflecting S&P's belief that the company can sustain its improved financial credit measures through 2010 and into 2011 despite still-sluggish U.S. economic growth. The stable outlook reflects S&P's assumption that LKQ's resilient business model will support continuing organic EBITDA expansion and free cash generation despite the sluggish economic outlook. It also reflects S&P's belief that the company has sufficient financial flexibility, including access to equity and debt markets to refinance its 2013 debt maturities. At the current ratings, S&P expects the company to achieve and sustain leverage of 2.5x or less by year-end 2010 and sustain lease-adjusted funds from operations to total debt of greater than 20%. S&P could raise the ratings if S&P believed the company had permanently reduced leverage to 2x or better with no change in the business risk. In particular, the pace and method of funding acquisitions. For example, S&P believes LKQ could achieve such metrics if it increased EBITDA by 25% from reported 12-months EBITDA of $275 million as of Dec. 31, 2009, leading to sufficient free cash flow in 2011 to more than cover the scheduled $50 million debt amortization due October 2011. S&P could lower the ratings if the company's reported EBITDA declines to less than $250 million because of operating problems, loss of business or other adverse market conditions, leading to minimal free cash flow. S&P could also lower the ratings if LKQ undertakes a material debt-financed acquisition or if there was a change in financial policy due to an altered strategy for business operations or shareholder value creation. EBITDA at this lower level would cause leverage to exceed 3x. LODGENET INTERACTIVE: Posts $2.5 Million Net Loss for Q1 -------------------------------------------------------- LodgeNet Interactive Corporation's balance sheet for March 31, 2010, will show $485.07 million in total assets and $542.3 million in total liabilities, for a $57.22 million stockholders' deficit. According to the Company's earnings release, the Company will also report a $2.5 million net loss on $118.05 million of total revenues for the three months ended March 31, 2010, compared with a $5.96 million net income on $128.09 million total revenues for the same period a year ago. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?60c0 About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. LodgeNet Interactive's balance sheet at December 31, 2009, showed $508.3 million in total assets and $579.3 million in total liabilities for a $70.9 million stockholders' deficit. * * * According to the Troubled Company Reporter on September 30, 2009, Moody's Investors Service upgraded LodgeNet Interactive Corporation's speculative grade liquidity rating to SGL-3 (indicating adequate liquidity) from SGL-4 (indicating poor liquidity) while revising the outlook for all ratings to stable from negative. Concurrently, Moody's also affirmed LodgeNet's B3 corporate family rating and Caa1 probability of default rating. LUTHER CLECKLER: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Luther Eugene Cleckler 3836 County Road 55 Clanton, AL 35046 Bankruptcy Case No.: 10-31047 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Judge: William R. Sawyer Debtor's Counsel: Troy Ted Tindal, Esq. Tindal & Hickman, LLP 915 South Hull Street Montgomery, AL 36104 Tel: (334) 264-1441 Fax: (334) 264-0519 E-mail: ttindal@elmore.rr.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/almb10-31047.pdf The petition was signed by Luther Eugene Cleckler. MAGIC BRANDS: Organizational Meeting to Form Panel on May 3 ----------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on May 3, 2010, at 1:00 p.m. in the bankruptcy case of Magic Brands, LLC (Fuddruckers), et al. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Magic Brands Magic Brands, LLC is the parent of the Fuddruckers and Koo Koo Roo restaurant brands. Fuddruckers -- http://www.fuddruckers.com/-- was founded in 1980 in San Antonio, Texas, with the goal of serving hamburgers that are cooked to order and made with fresh ingredients. Magic Brands, based in Austin, Texas, purchased the chain in 1998 and has sought to broaden its appeal by expanding its menu. Magic Brands, LLC, and its operating units filed for Chapter 11 on April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It disclosed assets of up to $10,000,000 and debts of $10,000,001 to $50,000,000. Affiliate Fuddruckers, Inc., also filed, listing assets and debts of $50,000,000 to $100,000,000. FocalPoint Securities, LLC serves as investment banker to Magic Brands and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. METALS USA: Director Larry Powers Discloses Zero Equity Stake ------------------------------------------------------------- Larry K. Powers, a director at Metals USA Holdings Corp., disclosed in a Form 3 filing with the Securities and Exchange Commission on April 13, 2010, that he does not own any derivative securities of the company. Based in Houston, Texas, Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. Metals USA reported $627.8 million in total assets and $671.5 million in total liabilities, resulting to a stockholders' deficit of $43.7 million as of December 31, 2009. * * * The Troubled Company Reporter on April 13, 2010, reported that Standard & Poor's Ratings Services raised its ratings on Houston- based Metals USA Holdings and its wholly owned subsidiary, Metals USA Inc., to 'B-' from 'CCC+'. In addition, the ratings remain on CreditWatch with positive implications. S&P originally placed the ratings on CreditWatch with positive implications on April 7, 2010, based on S&P's assessment that the company's near-term operating performance is improving. The TCR on April 14, 2010, reported that 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. LEVI STRAUSS: Feb. 28 Balance Sheet Upside-Down by $265.4 Million ----------------------------------------------------------------- Levi Strauss & Co. disclosed on April 13, 2010, financial results for the first quarter ended February 28, 2010, and filed its first quarter 2010 results on Form 10-Q with the Securities and Exchange Commission. Net revenues increased during the first-quarter, reflecting the continued growth of the Levi's(R) brand worldwide including the benefit of business acquisitions made during 2009. Revenue improvements were partially offset by revenue declines in the wholesale channel in certain markets. Quarterly net revenues were up 4 percent excluding the positive effects of currency. The increase in first-quarter net income was largely driven by the effects of currency. The company reported a strong liquidity position including cash and cash equivalents of $315 million and availability under the company's revolving credit facility of $193 million. "We're off to a good start for 2010 with revenue growth and our Levi's(R) brand performing well around the world," said John Anderson, president and chief executive officer. "Our strategies are beginning to fuel top-line growth, with the acquisitions we made last year contributing to our overall revenue gains. We continue to invest in our business even as retail conditions remain challenging in many mature markets around the world, especially in Europe. These investments will put pressure on the bottom line in the near-term, but are essential to achieve our goal of sustained, profitable growth." * Gross profit in the first quarter increased to $533 million compared with $445 million for the same period in 2009. Gross margin for the first quarter increased to 51.5 percent of revenues compared with 46.8 percent of revenues in the same quarter of 2009. The gross margin improvement reflected strong Levi's(R) brand performance, lower inventory markdown activity and increased contribution from company-operated retail stores, which typically generate a higher gross margin than the wholesale business. * Selling, general and administrative (SG&A) expenses for the first quarter increased to $426 million from $339 million in the same period of 2009. Higher SG&A was primarily due to additional selling expenses related to the expansion of the company-operated retail network, higher advertising and promotion expense as the company increased support for its Levi's(R) and Dockers(R) brands, and higher administration expenses associated with pension and postretirement benefit plans. * Operating income for the first quarter was $107 million compared with $106 million for the same period of 2009. Higher regional operating income, resulting from higher revenues and gross margins, was offset by higher corporate expenses. Regional Overview Regional net revenues for the quarter were as follows: % Increase (Decrease) Net Revenues February 28, March 1, As Constant ($ millions) 2010 2009 Reported Currency ------------ ------------ -------- --------------------- Americas $545 $504 8% 7% Europe $306 $267 15% 6% Asia Pacific $184 $180 2% (5)% * The net revenue increase in the Americas was primarily due to the contribution to revenues from the Levi's(R) and Dockers(R) outlet stores acquired in 2009 and the performance of Levi's(R) brand products across all consumer segments in the wholesale channel. These improvements were partially offset by lower Signature and U.S. Dockers(R) brand sales. * Net revenues improved in Europe, benefiting from the impact of currency, the acquisition of the footwear and accessory business during 2009, and expansion of the company-operated retail network across the region. Revenue gains were partly offset by continued lower sales in the wholesale channel, reflecting the continued difficult retail environment across the region. * Net revenues in Asia Pacific increased on a reported basis and decreased on a constant currency basis. Growth in the company's developing markets in the region -- driven by brand-dedicated retail store expansion -- was more than offset by lower revenue performance in several mature markets. Cash Flow and Balance Sheet The company ended the first quarter with cash and cash equivalents of $315 million, an increase of $45 million from November 29, 2009. Cash provided by operating activities was $76 million, compared with $10 million for the same period in 2009, primarily reflecting the company's operating results and focus on inventory management. Net debt was $1.51 billion at the end of the quarter, down from $1.58 billion at the end of 2009. "With net revenues up, improved gross margins and growth at the bottom line, we are delivering solid performance across the key financial metrics," said Blake Jorgensen, chief financial officer. "Our strong cash flow and improved liquidity position enable us to continue to invest behind our strategic growth initiatives and position the company for profitable growth when economic conditions improve." As of February 28, 2010, the Company's balance sheet showed total assets of $2.9 billion and total liabilities of $3.1 billion, resulting in a stockholders' deficit of $265,455,000. A full-text copy of the company's financial results on Form 10-Q is available for free at: http://www.sec.gov/Archives/edgar/data/94845/000095012310034358/f5 5493e10vq.htm About Levi Strauss & Co. Headquartered in San Francisco, California, Levi Strauss & Co. -- http://www.levistrauss.com/-- is one of the world's leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, jackets and related accessories, for men, women and children under the Levi's(R), Dockers(R) and Signature by Levi Strauss & Co.(TM). The Company markets its products in three geographic regions: Americas, Europe, and Asia Pacific. * * * The Troubled Company Reporter reported on April 26, 2010, that Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on San Francisco, Calif.-based Levi Strauss & Co. The outlook is stable. The TCR also reported that Moody's Investors Service assigned a B2 rating to Levi Strauss & Co proposed senior unsecured notes. All other ratings including its B1 Corporate Family Rating were affirmed. The rating outlook remains stable. The TCR reported on April 7, 2010, that Fitch Ratings affirmed Levi Strauss & Co.'s ratings: -- Issuer Default Rating at 'BB-'; -- $750 million Bank Credit Facility at 'BB+'; -- Senior unsecured notes at 'BB-'; -- Senior unsecured term loan 'BB-'. MARSHALL ASMAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Marshall A. Asmar 15 Joanne Drive Milford, CT 06460 Bankruptcy Case No.: 10-31203 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Debtor's Counsel: Peter L. Ressler, Esq. Groob Ressler & Mulqueen 123 York Street, Ste 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: (203) 777-4206 E-mail: ressmul@yahoo.com Scheduled Assets: $1,595,050 Scheduled Debts: $2,411,206 A list of the Company's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb10-31203.pdf The petition was signed by Marshall A. Asmar. MILES ROAD: Court Denies Request to Obtain DIP Financing -------------------------------------------------------- The Hon. Joseph M. Scott, Jr., of the U.S. Bankruptcy Court for the Eastern District of Kentucky has denied Miles Road, LLC's request to obtain post-petition financing. The Debtor sought the Court's permission to obtain financing in the sum of approximately $519,000 from four individuals: James A. Hughes, Jerry Woodall, Wally Langley and Mark Phillips (the Post Petition Lenders) pursuant to certain terms and conditions, including but not limited to relief equivalent to a co-debtor stay as to the individuals. Each of these individuals, along with Dermontti Dawson, is a co-borrower on a certain Promissory Note (the Note) of the Debtor to Kentucky Bank. These five individuals are also the members of the Debtor LLC entity. The amount of post-petition financing is the approximate equivalent of three year's interest on the outstanding principal of the Note calculated at the rate of 5%. The majority of the loan proceeds will be paid to the Bank by the Debtor as additional adequate protection of its interests, with the remainder being used for property taxes and to otherwise support maintenance of the property. The Post-Petition Financing will be advanced subject to an interest rate of 5% per annum. Due to rapid developments in this case, including very recent negotiations with Kentucky Bank, the Debtor said that it has not had the opportunity to prepare a detailed loan agreement and other necessary documentation. It is anticipated that a loan agreement, escrow agreement, and additional instruments and orders will be submitted subject to notice, objection, and Court approval prior to the entry of final Orders, the Debtor said. As a condition to making the loan, the Debtor proposed that each of the Post-Petition Lenders, and Dermontti Dawson, will be entitled an order granting injunctive relief enjoining and restraining Kentucky Bank from the commencement, continuation, or pursuit of any judicial, administrative, or other action or proceeding to recover any claim arising from the above referenced promissory note, in the nature of a co-debtor stay. Mr. Dawson is not participating in the proposed financing. The Debtor proposed that Kentucky Bank will be granted a lien on the proceeds of the Post-Petition Financing, which will be placed in an escrow account, pursuant to an escrow agreement subject to Court approval, and will exclusively be used to: a. make periodic interest payments to Kentucky Bank over a three-year period; and b. provide additional adequate protection to Kentucky Bank. The Post-Petition Financing, the Debtor proposed, will be secured by a lien on property of the estate that isn't otherwise subject to a lien or secured by a junior lien on property of the estate that is subject to a lien; however, any lien granted to the Post- Petition Lenders will be subordinated to the mortgage lien of Kentucky Bank. The financing proposal is conditioned upon entry of an injunction staying the Jessamine Circuit Court action by Kentucky Bank against the non-debtor individuals. The Debtor's offered basis for the proposed injunction is that without such a stay, the individuals will be unable or unwilling to provide the proposed financing to the Debtor. The Court finds that the Debtor has failed to provide sufficient proof that a reorganization as proposed is likely to be successful, the Court recognizing that this case is in the early stage of reorganization having been filed on March 24, 2010. The Court recognizes that the Debtor doesn't propose use of the bank's collateral, the land. Although the Debtor is required to maintain the property, its value is not diminished by use. However, the Debtor's success in reorganizing is dependent mainly on a successful turnaround in the real estate market generally. The Debtor, says the Court, has offered little or no proof that specific plans are in place for the proposed payment of post- petition interest. The Court does not believe the Debtor has demonstrated that it will be irreparably injured if the requested injunction does not issue About Miles Road Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky (Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank foreclosed on its property. The petition says that the Company has debts of $100 million to $500 million. MILES ROAD: Files List of Eight Largest Unsecured Creditors ----------------------------------------------------------- Miles Road, LLC, has filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a list of its eight largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Powell Walton Milward P.O. Box 105502 Performance bond Atlanta, GA 30348 Fee $12,606 Diamond Landscapes 157 South Forbes Road Lexington, KY 40511 Goods/services $4,980 Dawco, LLC 24 Avenue of Champions Nicholasville, KY 40356 Goods/services $3,609 T&J Leasing, Inc. Goods/services $1,677 Bellerive Development Co. Goods/services $565 JWL Management, LLC Goods/services $500 Kentucky State Treasurer Fee $15 Woodall & Sons Development Unknown Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky (Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank foreclosed on its property. The petition says that the Company has debts of $100 million to $500 million. MISS SIXTY: To Close 10 of Remaining 20 Stores in the U.S. ---------------------------------------------------------- Sharon Edelson at WWD reports that Chieti, Italy-based company Miss Sixty is closing 10 of its remaining 20 stores in the U.S. According to WWD, the company suffered a series of financial setbacks during the height of the recession, entering administration, a British bankruptcy process, in the U.K. WWD recalls Miss Sixty in 2008 lost EUR19.5 million, or US$28.6 million, compared with a profit of EUR9.6 million, or US$13.1 million, in 2007. Miss Sixty SpA founder, chairman and creative director Wichy Hassan, said the company's U.S. stores were simply not working, in part due to mismanagement, according to WWD. MT. ZION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Mt. Zion Limited Partnership dba Woodspring Apartments 100 North Field Drive, Suite 110 Lake Forest, IL 60045 Bankruptcy Case No.: 10-18075 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: David K Welch, Esq. Crane Heyman Simon Welch & Clar 135 S Lasalle St., Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 E-mail: dwelch@craneheyman.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Ivan Djurin, manager of Woodspring Apartments, LLC, General Partner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mt. Zion of Kentucky, LLC $300,000 6170 First Financial Drive Suite 301 Burlington, KY 41005 Assurance Agency, Ltd. $22,985 Rite Rug Company, Inc. $6,037 Nathan Adams $5,475 Apartment Guide $3,570 For Rent Magazine $2,861 D-B Enterprises $2,519 HD Supply Facilities $2,007 Shirden's Carpet Cleaning $1,874 Wilmar Industries, Inc. $1,870 Bzak Landscaping Inc. $1,590 Apartments.com $1,347 Sherwin Williams $1,340 Store 1056 Anthem BCBS KY Group $1,232 Office Depot, Inc. $1,128 Jones Fish Hatcheries, Inc. $990 Olimpia Commerical Cleaning $800 LexisNexis Screening Solutions $539 Jolly Plumbing $285 Graham's Glass & Gazing, Inc. $281 Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Berkley Manor Apartments Limited Partnership 09-41895 11/04/10 Colts Run, LLC 10-18071 04/23/10 Ventana Hills Associates, Ltd. 09-41755 11/03/09 NEENAH PAPER: Moody's Upgrades Corporate Family Rating to 'Ba3' --------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating and Probability of Default Rating of Neenah Paper Inc. to Ba3 from B1 due to a material reduction in debt and improvements in underlying fundamentals. Concurrently, the rating on Neenah's senior unsecured notes was upgraded to B1 from B2 and the ratings outlook was changed to stable. The liquidity rating was raised to SGL-2 from SGL-3. These actions conclude the review for possible upgrade initiated on March 1, 2010. On March 12, 2010, Neenah announced it closed on the sale of its remaining 475,000 acres of timberlands in Nova Scotia for CDN$82.5 million and used net proceeds to reduce debt. The company permanently repaid a $40 million term loan secured by the timberlands and reduced the outstanding balance on its revolver to $0. The Ba3 CFR reflects Neenah's improved capital structure, good liquidity profile, and positive growth trends in revenue and operating results. Besides the debt repayment resulting from the sale of the timberlands, the company reduced debt by an additional $46 million in 2009. As such, pro forma financial leverage at December 31, 2009 is estimated at roughly 4.5 times (after Moody's standard adjustments for pensions and leases) and is expected to fall to approximately 4 times in 2010 and be sustained below 4 times thereafter. The ratings are constrained by Neenah's relatively small size, the secular decline in demand for certain printing and writing papers due to electronic substitution, and exposure to cyclical end markets and volatile input costs. The stable outlook anticipates a moderate recovery in volumes over the medium term, partly offset by dramatically higher raw material costs, particularly hardwood and softwood pulp. The upgrade in the Speculative Grade Liquidity rating to SGL-2 from SGL-3 reflects improved liquidity and Moody's expectations that Neenah will maintain its good liquidity profile over the next year. Subsequent to the timberlands sales, the company has grown its cash balance and reduced the outstanding balance on its $100 million revolver to $0. Meanwhile, Neenah is expected to be free cash flow positive over the next four quarters and has modest near-term debt maturities. The liquidity rating could be lowered if free cash flow approaches breakeven or Neenah reduces its revolver availability for acquisitions or internal uses. Moody's upgraded these ratings: * Corporate Family Rating, to Ba3 from B1 * Probability of Default Rating, to Ba3 from B1 * $225 million 7.375% senior unsecured notes due November 2014, to B1(LGD4, 62%) from B2 (LGD4, 67%) * Speculative Grade Liquidity Rating, to SGL-2 from SGL-3 The last rating action occurred on March 1, 2010, when Moody's placed all of Neenah's ratings on review for possible upgrade. Neenah Paper is a global manufacturer of premium, performance- based papers and specialty products used in a variety of applications including filtration, printing and writing, and as backing and component materials for many specialized industrial and consumer applications. Based in Alpharetta, Georgia, the company has paper operations in the US and Germany. Revenues for the year ended December 31, 2009, were $574 million. NEW BERN: Gets Court's Nod to Use Cash Collateral ------------------------------------------------- New Bern Riverfront Development, LLC, obtained authorization from the Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina to use cash collateral until September 30, 2010, despite objections from Wachovia Bank, N.A., Weaver Cooke Contruction, LLC, and Mark Halpin, et al. The Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/NEW_BERN_budget.pdf At each closing of a sale property, the Debtor will apply the gross sale proceeds (after credit for the purchaser's deposit or other credits required under the sale contract) to (i) the payment of ordinary and customary closing costs and, where applicable, a broker's commission, and (ii) payment of or reimbursement for any post-petition costs expended or incurred by the Debtor to complete the improvements on the property. The remaining sale proceeds will be disbursed in payment of costs and expenses as shown in the budget. After payment, remaining proceeds will be disbursed to Wachovia as adequate protection payments. The Debtor will provide Wachovia and Weaver Cooke with an administrative expense claim to the extent the use of cash collateral results in a decrease in the value of the entity's interest in the property. The Debtor will provide Wachovia, Weaver Cooke and the bankruptcy administrator with financial reports as to the use of cash collateral. Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. The Debtor filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case No. 09-10340). John A. Northen, Esq., at Northen Blue, LLP, assist the Company in its restructuring effort. The Company has assets of $31,515,040, and total debts of $25,676,781. NEXSTAR BROADCASTING: BofA, et al., Extend Maturity of Loans ------------------------------------------------------------ Thomas E. Carter, Executive Vice President and Chief Financial Officer of Nexstar Broadcasting Group, Inc., disclosed that on April 19, 2010: -- the Third Amendment to the Fourth Amended and Restated Credit Agreement to Nexstar Broadcasting's Fourth Amended and Restated Credit Agreement dated, as of April 1, 2005, among Nexstar Broadcasting, Nexstar, the several financial institutions from time to time parties thereto and Bank of America, N.A., as administrative agent and syndication agent became effective. Under the terms of the Nexstar Credit Agreement, the principal amount available under the revolving credit facility was reduced to $65.0 million, and the term loan B was reduced to $61.0 million. See http://ResearchArchives.com/t/s?60b5 -- the Second Amendment to the Third Amended and Restated Credit Agreement to Mission Broadcasting, Inc.'s Third Amended and Restated Credit Agreement, dated as of April 1, 2005, among Mission, the several financial institutions from time to time parties thereto and Bank of America, N.A., as administrative agent and syndication agent became effective. Under the terms of the Mission Credit Agreement, the principal amount available under the revolving credit facility was reduced to $10.0 million, and the term loan B was reduced to $39.0 million. See http://ResearchArchives.com/t/s?60b6 The Credit Agreements were amended to, among other things, (i) extend the revolving loan commitments to December 31, 2013 (subject to earlier springing maturity dates), (ii) extend the maturity date of the term loan B to September 30, 2016 (subject to earlier springing maturity dates), (iii) amend the financial covenants and provide additional flexibility thereunder, (iv) permit the incurrence of incremental term loan B facilities of up to an aggregate amount equal to $100 million, (v) permit Nexstar Broadcasting and Mission, under certain circumstances to incur indebtedness and make restricted payments, in each case, in part, to repurchase or extinguish existing indebtedness, (vi) provide additional flexibility under the covenants and (vii) relieve the respective borrowers from their obligation to make mandatory prepayments under certain circumstances. The Nexstar Credit Agreement (i) eliminates the requirement that Nexstar Broadcasting maintain a consolidated minimum interest coverage ratio and a consolidated maximum senior leverage ratio and institutes the requirement to maintain a consolidated maximum first lien indebtedness ratio, based on the aggregate first-lien indebtedness maintained by Nexstar and Mission, and (ii) changes the maximum and minimum covenant levels applicable to such financial ratios. On April 19, 2010, Nexstar Broadcasting and Mission completed the issuance and sale of $325.0 million aggregate principal amount of senior secured second lien notes due 2017. The Notes were issued pursuant to an Indenture, dated as of April 19, 2010, by and among Nexstar Broadcasting and Mission, as co-issuers, Nexstar, as guarantor, and The Bank of New York Mellon, as trustee and collateral agent. Nexstar Broadcasting's and Mission's obligations under the Notes are jointly and severally guaranteed by Nexstar and all of Nexstar Broadcasting's and Mission's future domestic subsidiaries. About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. N exstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. Nexstar Broadcasting Group's balance sheet for December 31, 2009, showed $619.8 million in total assets and $796.0 million in total liabilities, resulting in a $176.2 million stockholders' deficit. * * * According to the Troubled Company Reporter on April 8, 2010, Standard & Poor's Ratings Services affirmed its ratings on Nexstar Broadcasting Group Inc., including the 'B-' corporate credit rating. The rating outlook is positive. NEXT INC: Posts Net Loss of $84,149 in Q1 Ended Feb. 28 ------------------------------------------------------- Next, Inc. filed on April 14, 2010, it quarterly report on Form 10-Q, showing a net loss of $84,149 on $2,824,439 of revenue for the three months ended February 28, 2010, compared with a net loss of $690,700 on $3,058,345 of revenue for the three months ended March 31, 2009. The Company's balance sheet as of February 28, 2010, showed $7,898,557 in assets, $7,355,788 of debts, and $542,769 of stockholders' equity. As reported in the Troubled Company Reporter on March 18, 2010, Joseph Decosimo and Company, PLLC, in Chattanooga, Tenn., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company is in violation of certain term loan financial covenants as of November 29, 2009, and has experienced difficulty in obtaining debt financing at acceptable terms to fund continuing operations. The Company has also suffered recurring losses from operations and has a working deficit as of November 29, 2009. In its quarterly report for the three months ended February 28, 2010, the Company says it is in a technical, undeclared state of default under its term loans with Crossroads Bank, despite having made all payments on time under the agreements, due to its failure to satisfy the fixed charge ratio covenant. Additionally, the Company's revolving line of credit agreement with National City Bank contains a cross-default provision enabling the lender to exercise available rights and remedies prior to the scheduled termination date of November 30, 2010, if the Company defaults under other indebtedness and the third party lender accelerates the time for payment of borrowed amounts. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?60b9 Chattanooga, Tenn.-based Next, Inc. is a creative and innovative sales and marketing organization that designs, develops, markets and distributes licensed and branded imprinted sportswear primarily through key licensing agreements in addition to the Company's own proprietary designs. Products are imported, outsourced and embellished in-house via both the screenprint and embroidery processes. The Company has two wholly owned subsidiaries: (i) Next Marketing, Inc., a Delaware corporation, and (ii) Choice International, Inc., a Delaware corporation. NPS PHARMACEUTICALS: Raises $53.3 Million in Shares Sale -------------------------------------------------------- NPS Pharmaceuticals, Inc., on April 21, 2010, closed its public offering of 9,000,000 shares of its common stock. Prior to the closing of the offering, Canaccord Adams Inc., acting as the sole book-running manager of the offering and Needham & Company, LLC, acting as co-manager, exercised in full their over-allotment option to purchase an additional 1,350,000 shares of NPS common stock. The exercise of this option increased the size of the offering to an aggregate of 10,350,000 shares of NPS common stock. NPS received proceeds of approximately $53.3 million from the offering, after deducting underwriting discounts and commissions, and estimated offering expenses. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing specialty therapeutics company for gastrointestinal and endocrine disorders with high unmet medical need. The Company is currently advancing two late-stage programs. Teduglutide, a proprietary analog of GLP-2, is in Phase 3 clinical development for intestinal failure associated with short bowel syndrome as GATTEX(TM) and in preclinical development for gastrointestinal mucositis and necrotizing enterocolitis. The Company's balance sheet at December 31, 2009, showed $159.5 million in total assets and $382.3 million in total liabilities for a $222.7 million stockholders' deficit. According to the Company, it has not been profitable since its inception in 1986. As of December 31, 2009, the company had an accumulated deficit of approximately $922.7 million. At present, revenue from product sales has been in the form of royalty payments from Amgen on sales of Sensipar, royalty payments from Nycomed on sales of Preotact, royalty payments from Kyowa Kirin on sales of REGPARA, milestone revenue from the company's collaborative agreements with Nycomed, product sales to Nycomed and beginning in 2009, royalty payments on sales of Nucynta by Ortho-McNeil. OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton Vance Variable Trust (45,000 shares), and Finsbury Worldwide Pharmaceutical Trust (1,850,000 shares). ODYSSEY PETROLEUM: Mississippi Unit Files for Chapter 11 -------------------------------------------------------- Odyssey Petroleum Corp.'s U.S. wholly owned Mississippi subsidiary has filed under Chapter 11 of the United States Bankruptcy Code for protection from its creditors, in order to give the Company the time to work through its present financial difficulties. Odyssey is currently in negotiations with several parties to obtain funding to move the Company forward, as well as deal with its present liabilities, contingent or otherwise. O'LANCER INC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: O'Lancer Inc. 989 C.R. 120 Hesperus, CO 81326 Bankruptcy Case No.: 10-19533 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Charles G. Stewart, Esq. PO Box 1240 Paonia, CO 81428 Tel: (970) 527-5600 Fax: (970) 527-5601 E-mail: cstew@tds.net Scheduled Assets: $7,312,500 Scheduled Debts: $3,819,915 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John G. Avery, president. ONE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Burlington, Mass.-based competitive local exchange carrier One Communications Corp. to 'B-' from 'B' and placed the rating on CreditWatch with negative implications. At the same time, S&P lowered its rating on the company's senior secured first-lien credit facility to 'CCC+' from 'B-' (one notch below the corporate credit rating) and placed it on CreditWatch with negative implications as well. The '5' recovery rating remains unchanged, indicating S&P's expectations for modest (10%- 30%) recovery in the event of payment default. "The downgrade reflects S&P's concerns regarding the company's litigation with Verizon Communications Inc. (A/Negative/A-1) with respect to access charges billed by predecessor Choice Communications New York over the period April 2003 to September 2005," explained Standard & Poor's credit analyst Allyn Arden. While One Communications was unable to file its audited 2009 financial statements on time, it did receive waivers from its bank lenders. However, there is also a clause that renders a default if ultimate litigation damages are determined to be in excess of $7.5 million. "Moreover, One Communications' operating and financial performance continues to deteriorate," added Mr. Arden. During the fourth quarter of 2009, total revenue and EBITDA declined 11% and 31%, respectively, due to elevated churn, primarily from smaller business customers because of weak economic conditions, as well as competitive pressures. The company's litigation with Verizon and resulting adverse impact on its ongoing compliance with bank credit facility covenants could result in management distractions and potentially weaker operating trends in the near term. Additionally, while not a near-term concern, One Communications' liquidity profile could be hurt when its bank credit facility covenants tighten significantly on March 31, 2011. S&P will resolve the CreditWatch listing as additional information becomes available regarding an amendment to the credit facility and/or the ultimate resolution with respect to its litigation proceedings. PACIFIC ETHANOL: Plan Set for June 8 Confirmation ------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Bankruptcy Court will convene a hearing on June 8 to consider confirmation of the reorganization plan submitted by four affiliates of Pacific Ethanol Inc. Creditors are now voting on the Plan after the explanatory disclosure statement was approved. The original iteration of the plan has been modified by giving the parent Pacific Ethanol an option to buy as much as 25% of the reorganized company from the secured lenders for $30 million. Under the Plan, secured lenders are seen to recover 17% to 37%. Unsecured creditors, owed $1.4 million, are recover 21.4%. Pacific Ethanol Holding Co. LLC and four wholly-owned ethanol production facilities expect to emerge from bankruptcy near the end of the second quarter of this year. The proposed Plan provides for up to $35 million in a new line of credit to support current and future plant operations and restructures the $293.5 million of secured debt of the Plant Subsidiaries to a combination of equity and $115 million of secured and subordinated debt. Under the Plan, the ownership of the Plant Subsidiaries will be transferred to a newly formed holding company owned by WestLB AG and other secured lenders. The Company will continue to staff, manage and operate the plants under the terms of an amended and restated asset management agreement and will continue to market all the ethanol and distillers grains produced by the plants under the terms of the amended and restated agreements with the Company's subsidiaries, Kinergy Marketing and Pacific Ag Products. About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PAETEC HOLDING: Annual Stockholders' Meeting Set for May 27 ----------------------------------------------------------- PAETEC Holding Corp. will hold its 2010 annual meeting of stockholders on May 27, 2010, at 9:30 a.m., Eastern Time, at SAP Americas, 3999 West Chester Pike, Newtown Square, Pennsylvania. At the annual meeting, holders of PAETEC common stock will be asked to: 1. consider and vote upon a proposal to elect as directors of PAETEC the three nominees specified in the accompanying proxy statement; 2. consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as PAETEC's independent registered public accounting firm for the 2010 fiscal year; and 3. consider and take action upon any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting. PAETEC's board of directors has nominated Shelley Diamond, H. Russell Frisby and Michael C. Mac Donald for election as Class I directors, with a three-year term that will expire at the annual meeting of stockholders in 2013. Each of the three nominees currently serves as a Class I director. Ms. Diamond was appointed to the board of directors in 2009 upon the recommendation of one of PAETEC's independent directors. Only holders of record of shares of PAETEC common stock at the close of business on April 1, 2010, which is the record date for the annual meeting, are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the annual meeting. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?60b2 As reported by the Troubled Company Reporter on March 18, 2010, PAETEC Holding's annual report Form 10-K, revealed a $28.6 million net loss on $1.58 billion of revenue for the year ended December 31, 2009, compared with a $487.8 million net loss on $1.57 billion of revenue for the year ended December 31, 2008. The Company's balance sheet showed $1.4 billion in total assets and $1.2 billion in total liabilities for a $2.0 million stockholders' equity. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?59ac About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PALM INC: Can Survive as Independent Company, Chief Executive Says ------------------------------------------------------------------ Andrew Parker at The Financial Times reports that Jon Rubinstein, chief executive of Palm Inc., has insisted that the troubled business can survive as an independent company in spite of disappointing handset sales. According to the FT, Mr. Rubinstein said that Palm would look at letting other mobile manufacturers use its critically acclaimed smartphone operating system in a move that could boost the company's revenue. The FT notes he also acknowledged Palm would consider takeover offers after the loss-making company appointed banking advisers to examine all options including a sale. The FT says Palm's revenue warning in February underlined how it is struggling to gain the scale necessary to survive in the highly competitive smartphone market, which is led by Apple's iPhone. Analysts at JPMorgan estimate that the company will burn through US$534 million of cash before reaching break-even in May 2012, the FT relates. The company had a gross cash position of US$592 million at the end of its third quarter, the FT discloses. As reported by the Troubled Company Reporter, Palm has tapped Goldman Sachs Group Inc. and Frank Quattrone's Qatalyst Partners to find a buyer. The TCR, citing Serena Saitto and Ari Levy at Bloomberg News, said people familiar with the situation indicated that Taiwan's HTC Corp. and China's Lenovo Group Ltd. have looked at Palm and may make offers. According to Bloomberg, the sources declined to be identified because a sale hasn't been announced. Bloomberg said two of the people familiar with the matter have indicated that Dell Inc. looked at Palm, though it decided against an offer. Bloomberg said Jess Blackburn, a spokesman for Dell, didn't respond to a call for comment. Elevation Partners LP owns about 30% of Palm. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store At February 28, 2010, Palm had total assets of $1,007,237,000 against total current liabilities of $601,133,000; long-term debt of $387,000,000; non-current deferred revenues of $19,001,000; non-current tax liabilities of $6,286,000; Series B redeemable convertible preferred stock of $272,961,000; and Series C redeemable convertible preferred stock of $18,782,000; resulting in stockholders' deficit of $297,926,000. At May 31, 2009, stockholders' deficit was $406,568,000. * * * As reported by the Troubled Company Reporter on March 5, 2010, Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit rating and other ratings on Palm Inc. and revised the ratings outlook to negative from positive. "The action reflects the company's announcement that revenues in the February 2010 quarter and fiscal year ending May 2010 will be well below earlier expectations," said Standard & Poor's credit analyst Bruce Hyman. PATRIOT COAL: Moody's Assigns 'B3' Rating on $250 Mil. Notes ------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Patriot Coal Corporation's proposed $250 million senior unsecured notes. Moody's also assigned a B2 Corporate Family Rating, a B2 Probability of Default rating, and an SGL-3 Speculative Grade Liquidity rating, reflecting adequate liquidity. The rating outlook is stable. The company intends to use the net proceeds from this offering for working capital, general corporate purposes, and capital expenditures for organic metallurgical coal expansion. This is the first time that Moody's has rated the debt of Patriot. Moody's B2 CFR reflects Patriot's 1.8 billion tons of coal reserves, strong competitive position in three coal basins, and somewhat aggressive amount of debt pro forma for the proposed financing. The rating is also supported by Patriot's ability to produce approximately 5 to 9 million tons of metallurgical (met) coal annually, which will benefit the company's earnings and cash flow over the rating horizon due to strong met coal pricing. Challenges for the B2 CFR include Patriot's relatively concentrated operations in the Central Appalachian coal region, where operating conditions are often difficult and mine permitting and safety regulations are only expected to get more challenging. Patriot has a limited history as a stand-alone company and has had large operating losses in the last two years. In addition, it has significant legacy liabilities, approximately $1.7 billion, which burden the company's cost position. With fairly high cost operations, compressed margins may result if met coal prices decline. The ratings also consider Patriot's negative free cash flow over the near term as legacy "under water" thermal contracts do not expire until 2012. Although Patriot is exposed to potential difficulties and delays in obtaining surface mining permits, the company is relatively well-positioned to respond to these challenges given its vast reserves. The SGL-3 speculative grade liquidity rating reflects Moody's belief that Patriot will maintain an adequate liquidity profile over the next 12 months. The company plans to amend and restate its existing senior secured revolving credit facility for two years, to 2013. The facility size will decrease to approximately $400 million post October 2011. Availability will be at least $50 million after utilization for $350 million of letters of credit. Cash on hand should be sufficient to cover all cash requirements and slightly negative free cash during this period. In addition, on March 2, 2010, the company established a $125 million accounts receivable securitization facility due 2013 and can currently borrow or issue letters of credit of up to $125 million under the facility. The amended credit facility contains financial covenants limiting net indebtedness (maximum leverage ratio of 3.0x) and requiring minimum EBITDA (as defined in the credit facility) coverage of interest expense (minimum interest coverage ratio of 3.0x). Moody's believes Patriot will be in compliance with the covenants over the rating horizon. The stable outlook is supported by the company's contracted thermal coal positions, as well as Moody's belief that current contract (and spot) prices, as well as demand, have limited downside risk. Thermal demand continues to be pressured by weak electricity demand and high utility stockpiles, but the pace of requested deferrals has slowed considerably. Thermal demand will not rebound strongly until the U.S. industrial sector recovers, but Moody's believes that demand is now at a base from which modest advances can be made. Metallurgical coal prices have improved significantly from last year's benchmark levels as Chinese demand has been very strong, in addition to its production being hampered by infrastructure issues. Assignments: Issuer: Patriot Coal Corporation -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2 -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5, 70%) Based in St. Louis, MO, Patriot Coal Corporation is the fourth largest coal producer in the Eastern U.S. with approximately 32 million tons of annual coal production and $2.0 billion in revenues in 2009. PATRIOT COAL: S&P Assigns Corporate Credit Rating at 'B+' --------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B+' corporate credit rating to St. Louis, Missouri-based Patriot Coal Corp. The outlook is stable. S&P also assigned a 'B+' (same as the corporate credit rating) issue-level rating to Patriot Coal's proposed $250 million senior unsecured notes due 2018. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%) recovery for noteholders in the event of a payment default. The company expects to use proceeds from the proposed notes for general corporate purposes, which may include capital expenditures associated with metallurgical coal expansion opportunities. "The 'B+' corporate credit rating on Patriot Coal reflects the combination of its weak business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Maurice Austin. The company has significant exposure to the high cost Central Appalachia region and faces challenges posed by the inherent risks of coal mining, including operating problems, price volatility, and increasing costs and regulatory scrutiny. Its customer base is somewhat narrowly focused, with about 60% of production stemming from five utility customers. PLAINFIELD APARTMENTS: Judge Converts Case to Chapter 7 Proceeding ------------------------------------------------------------------ Mark Spivey at myCentralJersey.com reports that a federal judge converted the Chapter 11 bankruptcy case of Plainfield Apartments LLC to Chapter 7 liquidation proceeding, paving for Savings Bank to proceed with a foreclosure action. According to the report, federal authorities plan to probe allegations of fiscal wrongdoing by the company. Plainfield Apartments, LLC, is a real estate company based in Plainfield, New Jersey. It filed for Chapter 11 on August 7 (Bankr. D. N.J. Case No. 09-30679). Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C., assists the Company in its restructuring efforts. The Company listed $14,181,853 in assets and $17,587,846 in debts. An affiliate, Fulton-Harrison LLC, filed for protection in the same court on July 29 (Case No. 09-29666). PROTECTION ONE: To Be Acquired by GTCR in $828 Million Deal ----------------------------------------------------------- Protection One, Inc., has entered into a definitive agreement to be acquired by affiliates of GTCR, a private equity firm that manages more than $8 billion in equity capital. In January 2010, Protection One commenced a process to explore and evaluate strategic alternatives, including a possible sale of the Company, to maximize shareholder value. Under the terms of the agreement, an affiliate of GTCR will commence on or about May 3, 2010, a tender offer to acquire all of the outstanding common stock of Protection One for $15.50 per share in cash, followed by a merger to acquire all remaining outstanding Protection One shares at that same price. The offer price represents a premium of 13% over the April 23, 2010 closing stock price of $13.76, and a premium of 118% over the $7.10 closing stock price on January 19, 2010, which was the last business day prior to Protection One's public announcement that it was considering a possible sale of the company. The total purchase price, including the refinancing of Protection One's debt, will be approximately $828 million. JP Morgan Chase Bank, N.A., Barclays Capital and TCW/Crescent Mezzanine have committed to providing the debt financing in support of the transaction. Protection One's board of directors unanimously approved the transaction, which is subject to customary closing conditions, including minimum levels of participation in the tender offer and regulatory approvals. The transaction is expected to be completed in the second quarter of 2010. Upon completion of the merger, Protection One will become a private company, wholly owned by an affiliate of GTCR. "Our board of directors has determined that the proposed price for the transaction is fair to Protection One's stockholders. We also expect that the tender offer will deliver value to Protection One's stockholders in a more efficient and more immediate fashion than under a traditional merger process," said Richard Ginsburg, Chief Executive Officer of Protection One. "This acquisition is an exciting opportunity for GTCR and all of Protection One's stakeholders. We are thrilled to be involved in the security alarm monitoring industry for a third time in the past ten years. We look forward to building on the strong base of business established by Protection One's top-quality team of employees, while continuing to provide great service to Protection One's customers," added David A. Donnini, Principal of GTCR. Affiliates of Quadrangle Group LLC and Monarch Capital Partners, which together own over 60% of the fully diluted shares (and approximately 70% of the currently outstanding shares) of Protection One, have each executed a tender and support agreement pursuant to which they have agreed to validly tender (and not withdraw) their shares in the tender offer. Protection One's financial advisor in the transaction is J.P. Morgan Securities Inc. and its legal advisor is Kirkland & Ellis LLP. Lazard Freres & Co. LLC advised Protection One's board of directors and its independent transactions committee with respect to the fairness of the offer price to be paid in the transaction. Morgan Keegan & Company, Inc. and Barclays Capital served as M&A advisors and Barnes Associates served as an industry advisor to GTCR. Latham & Watkins LLP and Skadden, Arps, Slate, Meagher & Flom LLP provided GTCR legal counsel. About GTCR Founded in 1980, GTCR -- http://www.gtcr.com/-- is a private equity firm focused on investing in growth companies in the Financial Services & Technology, Healthcare and Information Services & Technology industries. The Chicago-based firm pioneered the "Leaders Strategy" -- finding and partnering with world-class leaders as the critical first step in identifying, acquiring and building market-leading companies through acquisitions and organic growth. Since its inception, GTCR has invested more than $8.0 billion in over 200 companies. About Protection One Protection One, Inc. -- http://www.ProtectionOne.com/-- is principally engaged in the business of providing security alarm monitoring services, including sales, installation and related servicing of security alarm systems for residential and business customers. The Company also provides monitoring and support services to independent security alarm dealers on a wholesale basis. Affiliates of Quadrangle Group LLC and Monarch Alternative Capital LP own roughly 70% of the Company's common stock. On March 24, 2010, Protection One filed its annual report on Form 10-K for the year ended December 31, 2009, showing $571.9 million in assets and $631.0 million of debts, for a stockholders' deficit of $59.1 million. PHILADELPHIA NEWSPAPERS: Auction Delayed; Job Cuts if Lenders Win ----------------------------------------------------------------- The Philadelphia Inquirer Staff Writer Christopher K. Hepp reports that the bankruptcy auction of Philadelphia Newspapers L.L.C. was delayed for five hours after its scheduled start. Mr. Hepp relates that as of 4:15 p.m. Tuesday, the auction had yet to begin. According to Mr. Hepp, the participants apparently have been hashing out disputes over the terms of the three bids on the table, and which represents the "highest and best" offer at the moment. The three bidders are: -- a local investor group, led by Bruce Toll; -- the senior lenders, who own the majority of the company's debt, and -- Stern Partners, a Canadian company that owns two newspapers in Manitoba. As reported by the Troubled Company Reporter on Tuesday, Raymond G. Perelman, the 92-year-old Philadelphia businessman and philanthropist, joined Mr. Toll's group. Steve Tawa at KYW Newsradio reports that the three groups of bidders appeared before the Judge Stephen Raslavitch in Philadelphia on Monday to provide more detail about their finances, and new revelations popped up. KYW Newsradio relates that: (A) If lenders take control of the papers, newspaper executive Brian Tierney says the company would have to let go all of its employees and then would rehire at least 51% of them. The Company currently has 4,500 workers; (B) the local investors and Stern Partners stipulated in their bids that they plan to achieve "acceptable" collective bargaining agreements with the unions; (C) the lenders complained they were left out and not consulted over the weekend. The Troubled Company Reporter, citing The Philadelphia Inquirer, said on April 22, 2010, that the auction is central to the Debtors' plan to settle $318 million in debt to its senior lenders, who include Angelo, Gordon & Co., the CIT Syndicated Loan Group, Credit Suisse, and Eaton Vance Management. The Philadelphia Inquirer last week reported Philly Papers has offered $35 million in cash and a $17 million letter of credit to purchase everything but the Debtors' North Broad Street headquarters, which would go to the lenders. The auction will start at 11 a.m. at the New York offices of Proskauer Rose L.L.P., one of the Debtors' two law firms. As reported by the Troubled Company Reporter on April 13, 2010, the U.S. Court of Appeals for the Third Circuit denied a request by lenders to halt the auction for Philadelphia Newspapers' assets. The secured lenders wanted the auction put off pending further review by the Court of Appeals or the Supreme Court with respect to the Court of Appeals' ruling that barred lenders from submitting a credit bid at the auction. As reported by the TCR on March 23, the Court of Appeals, in a 96-page opinion, has allowed Philadelphia Newspapers to pursue a sale process that would bar credit bidding by secured lenders. A copy of the Third Circuit Ruling is available for free at http://bankrupt.com/misc/PhillyPapers_AppealsCourt_Ruling.pdf The Chapter 11 Plan Philadelphia Newspapers has already obtained approval of the disclosure statement explaining the Plan and is now soliciting votes on the Plan. The Plan is based upon a sale of all of the Debtors' business to Bruce E. Toll-led Philly Papers LLC, subject to higher and better offers. According to the disclosure statement explaining the Plan, with the sale of the Debtors' business to Bruce Toll, holders of secured claims, including $66 million, senior secured claims, will recover 100 cents on the dollar. Holders of $350 million prepetition unsecured debt claims will recover less than 1% of their claims. Holders of prepetition unsecured trade claims will recover up to 6%. The Plan allocates $750,000 liquidating trust in favor of general unsecured trade creditors and a 3% distribution of equity interests in Philly Papers to holders of unsecured prepetition claims other than general trade creditors. A copy of the Debtors' Disclosure Statement is available for free at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf A copy of the Debtors' Insider Chapter 11 Plan is available for free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf About Philadelphia Newspapers Philadelphia Newspapers -- http://www.philly.com/-- owns and operates numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its debtor-affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa. Case No. 09-11204). Mark K. Thomas, Esq., and Paul V. Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq., and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in Philadelphia, Pennsylvania, serve as bankruptcy counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Garden City Group, Inc., serves as claims and notice agent. Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles, California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin & Mellott, LLC in Philadelphia, represent the Official Committee of Unsecured Creditors. Fred S. Hodara, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York, represent the Steering Group of Prepetition Secured Lenders. Philadelphia Newspapers listed assets and debts of $100 million to $500 million in its bankruptcy petition. RECTICEL INTERIORS: Moving Towards Emergence from Chapter 11 ------------------------------------------------------------ Mid-April the U.S. Bankruptcy Court for the Eastern District of Michigan approved the proposed reorganization plan for Recticel's two U.S. subsidiaries, Recticel Interiors North America LLC and Recticel Urepp North America Inc. The approval was subject to an appeal period running to April 23, 2010. No appeal having been filed against the decision, Recticel can now confirm that RINA and RUNA will emerge from the Chapter 11 procedure and carry on operations under the renegotiated terms to further develop their business. 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 US$69.6 million in 2008 and US$28.3 million for the first nine months of 2009. Combined assets are US$13.9 million, with combined debt totaling US$105.9 million. The case is In re Recticel North America Inc., 09-73411, U.S. Bankruptcy Court, Eastern District Michigan (Detroit). REGENT COMMUNICATIONS: Completes Reorganization Plan ---------------------------------------------------- Regent Communications, Inc., has completed its reorganization plan and will emerge from the bankruptcy process effective with new financial flexibility following its initial petition to the Court less than two months ago on March 1, 2010. Regent has successfully completed all conditions of its First Amended Joint Plan of Reorganization of Regent Communications, Inc., and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (the "Plan") previously confirmed by the United States Bankruptcy Court for the District of Delaware on April 12, 2010. As previously announced and consistent with the Plan, all outstanding shares of the Company's common stock have been extinguished effective today. As provided in the Plan, the Company expects that stockholders of record as of the close of trading on April 26, 2010, will receive a distribution of $0.13 per share by early-to mid-May. 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. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Del. Case No. 10-10632) with an agreement in principal with its lenders for a consensual financial restructuring that will result in the elimination of $87 million of the Company's debt. On April 14, the Bankruptcy Court has confirmed the Company's Plan of Reorganization. Regent expects its Plan to become effective by April 27. The plan will allow Regent to emerge from Chapter 11, after only 60 days. All outstanding shares of the Company's common stock will be extinguished on the Plan's effective date. Senior debtholders will convert their holdings into a new series of equity in the Company, while current public equity shareholders will receive by early to mid-May 12.8 cents for each share they own. Regent Communications is advised by Oppenheimer & Co., Inc., in connection with its financial restructuring. Latham & Watkins LLP and Young Conaway Stargatt & Taylor, serve as bankruptcy counsel. As of January 31, 2010, the Company had $166,506,000 in assets and $211,282,000 in liabilities. RIVIERA HOLDINGS: Board Approves Amendment to Bylaws ---------------------------------------------------- The Board of Directors of Riviera Holdings Corporation has approved and adopted an amendment to Article III of the Company's Bylaws to provide for: (a) The creation of the Office of the CEO, which will be held collectively by those officers designated by the Board. (b) The elimination of the requirement that the Chairman of the Board will also be the Chief Executive Officer. (c) Making related conforming changes to Article III of the Company's Bylaws, including the renumbering of sections. The amendment to the Bylaws took effect upon adoption by the Board. As reported by the Troubled Company Reporter, William L. Westerman, Riviera's Chief Executive Officer, President and Chairman of its Board of Directors, passed away on April 18, 2010. Mr. Westerman also served as Chairman of the Board of Directors and CEO of Riviera Operating Corporation and as Chairman of the Board of Directors, CEO and President of Riviera Black Hawk, both wholly owned subsidiaries of Riviera. On April 19, 2010, the Board announced the creation of the Office of the CEO on an interim basis, which will perform the functions of Riviera's Chief Executive Officer and will be jointly held by Tullio J. Marchionne, Riviera's Secretary and General Counsel and ROC's Secretary and Executive Vice President; Robert A. Vannucci, the President and Chief Operating Officer of ROC; and Phillip Simons, Riviera's Treasurer and Chief Financial Officer and ROC's Treasurer, CFO and Vice President of Finance. Messrs. Marchionne, Vannucci and Simons will also each continue in their current positions with Riviera and its subsidiaries. Effective immediately, Vincent L. DiVito, a current member of the Board, was elected Chairman of the Board. Going Concern Doubt The Company reported a net loss of $24.9 million on $134.0 million of revenue for the year ended December 31, 2009, compared with a net loss of $11.9 million on $169.8 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $198.9 million in assets and $282.0 million of debts, for a stockholders' deficit of $83.1 million. Ernst Young LLP, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company is in default under its Credit Facility and Swap Agreement. About Riviera Holdings Las Vegas, Nevada-based Riviera Holdings Corporation, through its Wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located on the Las Vegas Boulevard in Las Vegas, Nevada. Through its wholly owned subsidiary, Riviera Black Hawk, Inc., the Company owns and operates the Riviera Black Hawk Casino, a casino in Black Hawk, Colorado. RJ YORK: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------ Debtor: RJ York Maryland, LLC 8229 Maryland Ave. Clayton, MO 63105 Bankruptcy Case No.: 10-44366 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: Corinne Darvish, Esq. 15 N. Meramec St. Louis, MO 63105 Tel: (314) 727-8900 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/moeb10-44366.pdf The petition was signed by Robert B. Kramer, managing member. ROTHSTEIN ROSENFELDT: Founder's Cars & Watercrafts Up for Auction ----------------------------------------------------------------- Melanie Cohen at Dow Jones' Daily Bankruptcy Review, citing the Sun-Sentinel in Ft. Lauderdale, Florida, reports that U.S. District Judge James Cohn granted prosecutors permission on Friday to sell off Scott Rothstein's cars and several watercrafts. The vehicles are going up for auction in June, Dow Jones says, citing the Miami Herald. The Sun-Sentinel reported that prosecutors told Judge Cohn that quickly proceeding with an auction would "best preserve the value of the assets identified for forfeiture at the conclusion of all or part of the criminal case." Mr. Rothstein pleaded guilty in January to five criminal charges against him. Daily Business Review reports that the judge delayed Mr. Rothstein's scheduled May 6 sentencing after his attorney filed a request citing difficulty meeting with his client, who is in protective custody at an undisclosed location after helping prosecutors nab an alleged Sicilian Mafioso. Daily Business Review reports that, according to court documents, Mr. Rothstein recorded 18 conversations with Roberto Settineri, who is accused of being a go-between for the Gambino crime family and mobsters in Italy. Mr. Rothstein is now set to be sentenced June 9 for masterminding a $1.2 billion Ponzi scheme. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. SAINT VINCENTS: Hires Epiq Bankruptcy as Claims Agent ----------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates sought and obtained the Court's authority to employ Epiq Bankruptcy Solutions, LLC, as noticing and claims agent nunc pro tunc to the Petition Date. Epiq served as the notice and claims agent in the Debtors' prior Chapter 11 cases. The Debtors propose to renew Epiq's previous retention because, according to the Debtors, Epiq has demonstrated well-developed, efficient and cost-effective methods in its area of expertise. In addition, the Debtors maintain, Epiq is familiar with their operations and has prior experience in identifying and providing notice to their creditors. As the notice and claims agent, Epiq will, among other things: (i) distribute required notices to parties-in-interest; (ii) receive, examine, maintain and docket all proofs of claim and proofs of interest filed in these Chapter 11 Cases and maintain the associated claims registers; and (iii) provide other administrative services as the Court, the Clerk's Office, and the Debtors may require in connection with these Chapter 11 Cases. Pursuant to the Services Agreement, Epiq may perform these services: (a) Prepare and serve required notices and other pleadings, including: (i) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under Section 341(a) of the Bankruptcy Code; (ii) copies of interim "first day" orders; (iii) notices of all hearings, including, without limitation, hearings with respect to (A) entry of final orders for any "first day" pleadings entered on an interim basis at the "first day" hearing and (B) entry of any procedures or orders with respect to a sale of the Debtors' assets; and (iv) other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases. (b) Within five business days after the service of a particular notice, prepare for filing with the Clerk's Office a certificate or affidavit of service that includes (i) an alphabetical list of persons on whom the notice was served, along with their addresses and (ii) the date and manner of service. (c) Maintain copies of all proofs of claim and proofs of interest filed in these Chapter 11 Cases. (d) Maintain official claims registers in these Chapter 11 Cases by docketing all proofs of claim and proofs of interest in a claims database that includes these information for each claim or interest asserted: (i) the name and address of the claimant or interest holder and any agent, if the proof of claim or proof or interest was filed by an agent; (ii) the date the proof of claim or proof of interest was received by Epiq or the Court; (iii) the claim number assigned to the proof of claim or proof of interest; and (iv) the asserted amount and classification of the claim. (e) Implement necessary security measures to ensure the completeness and integrity of the claims registers. (f) Transmitting to the Clerk's Office a copy of the claims registers as requested by the Clerk's Office. (g) Maintain an up-do-date mailing list for all entities that have filed proofs of claim or proofs of interest and make that list available upon request to the Clerk's Office or any party-in-interest. (h) Provide access to the public for examination of copies of the proofs of claim or proofs or interest filed in these Chapter 11 Cases without charge during regular business hours. (i) Record all transfers of claims pursuant to Bankruptcy Rule 3001(e), and, provide notice of those transfers as required by Bankruptcy Rule 3001(e). (j) Provide temporary employees to process claims as necessary. (k) Provide other claims processing, noticing, and related administrative services, including balloting services, as may be requested from time to time by the Debtors, the Court or the Clerk's Office. (l) Establish and maintain a Web site to promulgate basic information regarding these Chapter 11 Cases. (m) File with the Court the final version of the claims register immediately before the close of the chapter 11 cases. (n) At the close of the case, ship all filed claims to the Federal Records Center under the direction of the Clerk's Office. (o) Promptly comply with further conditions and requirements as the Clerk's Office or the Court may at any time prescribe. In addition, Epiq will assist the Debtors with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) to the extent necessary, gathering data in conjunction with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; and (c) performing other administrative tasks pertaining to the administration of these Chapter 11 Cases as may be requested by the Debtors, the Court, or the Clerk's Office. The Debtors will pay Epiq's professionals in accordance with the firm's current hourly rates: Title Hourly Rate Range ----- ----------------- Clerk $36-$54 Case Manager (Level 1) $112-$157 IT Programming Consultant $126-$171 Case Manager (Level 2) $166-$198 Senior Case Manager $202-$247 Senior Consultant $265 The Debtors relate that they have paid Epiq a retainer of $25,000 prior to the Petition Date. As part of the overall compensation payable to Epiq under the terms of the Services Agreement, the Debtors have agreed to certain indemnification and contribution obligations. The Services Agreement provides that the Debtors will indemnify and hold harmless Epiq, its affiliates, parent, and each entity's officers, members, directors, agents, representatives, managers, consultants and employees under certain circumstances specified in the Services Agreement, but not in circumstances of losses resulting solely from Epiq's gross negligence or willful misconduct. The Services Agreement also limits Epiq's liability to the Debtors to the total amount paid by the Debtors to Epiq for the particular services which give rise to the claims. In addition, under the Services Agreement, Epiq is not liable for any indirect, general, punitive, incidental, special or consequential damages. Daniel C. McElhinney, executive director of Epiq Bankruptcy Solutions, LLC, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, and (b) does not hold or represent an interest adverse to the Debtors' estates in connection with any matter on which Epiq will be employed. A full-text copy of Epiq' Services Agreement is available for free at http://bankrupt.com/misc/Vincent_EpiqAgreement.pdf About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Proposes to Honor Prepetition Medicaid Agreements ----------------------------------------------------------------- On an interim basis, Saint Vincents Catholic Medical Centers of New York and its debtor affiliates sought and obtained the Court's authority to honor and continue to perform under certain settlement agreements with the Office of the Medicaid Inspector General. Representing the Debtors, Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, related that the Medicaid is an important revenue source for the Debtors, particularly given the historic level of care provided to the indigent community of the Lower West Side of Manhattan. According to Mr. Rogoff, failure to perform under the agreements could result in holdbacks in Medicaid payments, which would impact the Debtors' liquidity and ability to facilitate an orderly wind down of their services during their Chapter 11 cases. "By continuing with the installment payments under these settlement agreements, the Debtors seek to ensure that their Medicaid funding will continue without interruption," Mr. Rogoff maintains. Mr. Rogoff says that despite implementing a Plan of Closure for the Debtors' Manhattan acute-care Hospital, the Debtors will still be collecting Medicaid payments for the services they provided, which will assist in the preservation of the Debtors' on-going non-Manhattan Hospital services. Mr. Rogoff tells the Court that the Debtors seek to continue with the modest aggregate monthly payments of approximately $23,000 or an aggregate of $115,000 to the Medicaid program to avoid costly litigation that would result in a depletion of resources for the Debtors. The Debtors assert that the relief requested is necessary to facilitate the orderly wind down of the Manhattan acute care hospital consistent with the Plan of Closure submitted to the New York State Department of Health, while also preserving value for the Debtors' other on-going non-hospital services. The final hearing will be held on May 6, 2010. Objection deadline is April 26. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Proposes to Honor Prepetition Resident Obligations ------------------------------------------------------------------ Saint Vincents Catholic Medical Centers of New York and its debtor affiliates relate that they need to honor certain prepetition policies and practices to maintain the confidence of the residents of their facilities receiving inpatient nursing and rehabilitative services. According to the Debtors, maintaining the Resident Trust Fund Policies and honoring refunds during their Chapter 11 Cases will inspire the goodwill of the Long-Term Care Residents and their families and will maintain the going concern value of the Long- Term Care Facilities by facilitating the retention of existing Long-Term Care Residents and encouraging new residents to apply for admission. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, says failing to follow the Resident Trust Fund Policies will damage the going-concern value of these Long-Term Care Facilities and expose the Debtors to regulatory fines and other sanctions by governmental agencies. "Strong resident relations are necessary to maintain the value of the facilities and their reputations within the communities while the Debtors market these facilities for sale as going concerns," Mr. Rogoff asserts. In the ordinary course of operating the Long-Term Care Facilities, the Debtors are subject to certain federal and New York state statutes and regulations applicable to Long-Term Care Residents' payments, refunds and deposits. The Debtors' compliance with these laws is facilitated by certain internal practices and policies under which the Long-Term Care Facilities promptly refund amounts owed to Long-Term Care Residents and hold certain funds of Long-Term Care Residents in segregated accounts. Specifically, these internal practices and policies apply to (a) Medicaid eligibility refunds; (b) prepayment and overpayment refunds; (c) the use of security deposits; and (d) maintaining trust fund accounts for Long-Term Care Residents. (A) Medicaid Eligibility Refund Long-Term Care Residents are occasionally admitted to the Long-Term Care Facilities pending a determination by the New York State Department of Health, through local social services districts, that the Long-Term Care Resident is eligible for Medicaid coverage of nursing home care. The regulatory process for determining Medicaid eligibility typically takes between 30 to 90 days. During the pendency of an eligibility determination, the Long-Term Care Facilities usually bill the Long-Term Care Resident at private-payor rates for services rendered. Payment of those bills is made from the Long-Term Care Resident's private funds or some other source of private funding. When the Long-Term Care Facilities receive notice of a Long-Term Care Resident's eligibility determination for Medicaid, all private funds paid by the Long-Term Care Resident since the filing date of his or her Medicaid application, less the Long-Term Care Resident's NAMI amount, must be refunded pursuant to regulatory requirements . (B) Prepayment and Overpayment Refunds Pursuant to ordinary and customary industry practices, the Long-Term Care Facilities require private-payor Long-Term Care Residents to pay their monthly bills, and Medicaid Long- Term Care Residents to pay their NAMI amounts in full, in advance at the beginning of each month. When a Long-Term Care Resident is discharged from a Long-Term Care Facility before month's end, the Long-Term Care Facility is required by law to issue the Long-Term Care Resident or his or her responsible party a pro-rated refund of the unearned portion of the advance monthly payment Similarly, Long-Term Care Residents occasionally overpay for items and care provided at the Long-Term Care Facility. The Long-Term Care Facility refunds those overpayments in accordance with its ordinary business practice and applicable law. C. Security Deposits In the ordinary course of its business, and in accordance with applicable law, the Long-Term Care Facility may receive security deposits from its private-pay Long-Term Care Residents. When received, the Long-Term Care Facility either applies the Security Deposit to the Long-Term Care Resident's outstanding obligations or returns the Security Deposit to the Long-Term Care Resident or his or her responsible party, as appropriate. (D) Resident Trust Fund Accounts The Long-Term Care Facilities hold funds in trust for their Long Term Care Residents. Those funds represent living allowances received by residents from the State of New York, as well as other resident funds deposited with the Long-Term Care Facility for safekeeping. These funds are disbursed at the request of, or on behalf of, residents for their personal use. Upon written authorization of a Long-Term Care Resident, the Long-Term Care Facility is required by law to hold, safeguard, manage and account for the Long-Term Care Resident's personal funds deposited with the Long-Term Care Facility. As of April 9, 2010, approximately $660,000 in the aggregate was held on behalf of Long-Term Care Residents in the Resident Trust Fund Accounts. Accordingly, the Debtors sought and obtained the Court's authority to: (i) honor certain prepetition obligations to residents of its hospital-based long-term care facilities; (ii) continue to honor refunds owed to residents of its long- term care facilities; and (iii) maintain certain resident trust fund accounts and policies. All banks and financial institutions at which the Resident Trust Fund Accounts are maintained are authorized and directed to continue to service and administer the Resident Trust Fund Accounts as accounts of the Debtors without interruption. A list of the Resident Trust Funds Accounts is available for free at http://bankrupt.com/misc/Vincents_ResidentFunds.pdf The final hearing will be held on May 6, 2010. Objection deadline is on April 26. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: U.S. Trustee Names Consumer Privacy Ombudsman ------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for the Southern District of New York, pursuant to the order entered April 16, 2010, directing the appointment of a consumer privacy ombudsman under Section 332 of the Bankruptcy Code, appoints Alan Chapell as consumer privacy ombudsman. The offices of Mr. Chapell are at Chapell & Associates, LLC, at 297 Driggs Avenue, Suite 3A, in Brooklyn, New York. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Hospital Closure Plan Gets Interim Approval ----------------------------------------------------------- The Board of Directors of Saint Vincents Catholic Medical Centers, on April 6, 2010, voted to approve the closure of the Debtors' Manhattan Hospital and the Pax Christi Hospice (inpatient only) and the transfer or closure of the outpatient programs and clinics associated with and operated by the Hospital. In accordance with New York State law, the Debtors submitted their proposed plan of closure to the New York State Department of Health for approval on April 9, 2010. While the DOH has not yet approved the plan, the Debtors have begun the closure process and are working closely with the DOH to implement the Closure Plan. Among other things, the Hospital has limited new inpatient admissions, put its emergency department on permanent diversion, begun to transfer and discharge patients, initiated staff reductions, and instituted heightened security measures to safeguard patients, employees, medical records, medical supplies, and equipment. Subject to certain limited exceptions, the Closure Plan calls for all patients to have been transferred or discharged by, and all inpatient operations at the Hospital to cease by, April 30, 2010. The plan provides for the continuation of ambulatory care services through May 31, 2010, to provide time to search for alternate sponsors to whom these programs may be transferred. Accordingly, the Debtors sought authority from Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York -- in coordination with the DOH, other regulatory agencies, and applicable law -- to complete the implementation of the Closure Plan. Among other things, the Debtors seek authority to continue to transfer and discharge patients, transfer and store medical records, dispose of pharmaceuticals and inventory, dispose of medical waste and hazardous materials, and cease operations at the Hospital and associated clinics and practices. Following a hearing, Judge Morris authorized the Debtors on an interim basis to take all actions necessary to complete the implementation of the Plan Closure. Judge Morris authorized the Debtors to continue to transfer and discharge patients, transfer and store medical records, dispose of pharmaceuticals and inventory, dispose of medical waste and hazardous materials, and cease operations at the Hospital and associated clinics and practices. A final hearing will be held on May 6, 2010. Objection deadline is April 26. Although subject to modification based on patient safety concerns and input from the DOH, the Debtors anticipate the general timeline for shut-down of operations will be as follows: April 6: Board approval April 9: Submission of plan to DOH April 9: Emergency Department on diversion (except for behavioral health services); SVCMC to continue ambulance tours with drops at alternate hospitals through April 30 April 12: Delivery of Worker Adjustment and Retraining Notification Act notices April 14: Inpatient admissions cease; elective surgeries discontinued April 15: Emergency Department transitioned to "treat and release or transfer" (except for behavioral health services) April 30: All inpatients discharged or transferred; all inpatient operations cease; ambulance tours cease May 31: Ambulatory care services cease (absent transfer to new sponsors) The Debtors' counsel, Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, asserts that the business reasons for the Closure are compelling. Succinctly stated, the Debtors have no alternative but to close the Hospital, he points out. The Debtors' financial condition has rapidly deteriorated over the course of the past several months and the Debtors, with the support of their lenders, the State, and others, have taken a number of steps to address their liquidity crisis and search for a strategic partner for continued operation of the Hospital outside of bankruptcy. Despite these efforts, however, the Debtors have been unable to find a buyer for the Hospital and lack sufficient cash to continue operation of the Hospital on a standalone basis, Mr. Rogoff further points out. In light of their extensive efforts to sustain the Hospital as a going-concern, the Debtors aver that their inability to complete a sale or strategic transaction constitute a "good business reason" for the Closure. In fact, without access to financing or a potential transaction, the Debtors have no choice but to close, Mr. Rogoff asserts. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: U.S. Trustee Names Nine to Creditors Committee -------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for the Southern District of New York, appointed nine members to the Official Committee of Unsecured Creditors of Saint Vincents Catholic Medical Centers of New York and its debtor affiliates' Chapter 11 cases on April 21, 2010. The Committee members are: 1. BestCare, Inc. 3000 Hempstead Tpke., Suite 205 Levittown, NY 11756 Attn: Bernhard R. Schiel 516-731-3770 bschiel@bestcare.com 2. Consolidated Edison Company of New York, Inc. 4 Irving Place, Room 1875S New York, NY 10003 Attn: Leon Z. Mener 212-460-2916 MenerL@ConEd.com 3. McKesson Corporation 400 Delran Parkway Delran, NJ 08075 Attn: Ray Carlisi 856-461-7800 ray.carlisi@mckesson.com 1 4. Medmal Trust Monitor c/o Richard S. Kanowitz, Esq. Cooley Godward Kronish LLP 1114 Avenue of the Americas New York, New York 10036 212-479-6167 rkanowitz@cooley.com 5. New York State Nurses Association 120 Wall St. New York, NY 10005 Attn: Thomas Jennings 212-785-0157 thomas.jennings@NYSNA.org 6. Nursing Personnel Homecare 175 S. 9th St. Brooklyn, NY 11206 Attn: Moses Schlesinger 917-674-0003 moses.schlesinger@gmail.com 7. 1199 SEIU National Benefit Fund for Health and Human Services Employees 330 West 42nd Street New York, NY 10036 Attn: Douglas Munson 646-473-6400 douglas.munson@1199funds.org 8. Pension Benefit Guaranty Corporation 1200 "K" Street, N.W. Washington, D.C. 20005-4026 Attn: Suzanne Kelly 202-326-4020, x 6367 Kelly.Suzanne@PBGC.gov 9. Siemens Medical Solutions USA, Inc. 51 Valley Stream Parkway Malvern, PA 19355 Attn: John J. Schwab, Esq. 610-219-3615 john.j.schwab@siemens.com Seven members of the Creditors' Committee are included in the Debtors' list of 30 largest unsecured creditors: Pension Benefit Guaranty Corporation $180,000,000 MedMal Trust $113,000,000 BestCare Inc. $2,606,170 Siemens Medical Solutions USA $2,536,875 Local 1199 Benefit Fund $3,696,513 Nursing Personnel HomeCare $2,744,816 NYSNA Benefits $783,792 The PBGC also holds a $5,000,000 secured claims against the Debtors. The MedMal Trust also holds a $113,000,000 secured claim against the Debtors. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SEAGATE TECHNOLOGY: S&P Puts 'BB-' Rating on CreditWatch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services said it placed Scotts Valley, Calif.-based hard drive manufacturer Seagate Technology's 'BB-' corporate credit rating on CreditWatch with positive implications, together with all related Seagate issues. Seagate reported continued strong operating results in the March quarter, with revenues up nearly 50% compared to the year-earlier period and about flat to prior quarter. "Furthermore," said Standard & Poor's credit analyst Lucy Patricola, "profitability has improved sharply year over year, reflecting tight capacity in the industry supporting solid pricing, good cost controls, and sustained gains in the mobile computing market." The company's financial profile has continued to improve from the June 2009 trough. Debt to EBITDA, measured on a latest-12-month basis, is 0.9x as of March, down from a peak of 3.3x in June 2009. Based on expectations for sustained operations at this level, leverage could drop further over 2010 to about 0.6x. Additionally, cash flows are well in excess of capital spending, allowing the company to accumulate liquidity ahead of near-term maturing obligations, allaying refinancing concerns. Stronger- than-expected performance has alleviated concerns over compliance to performance covenants embedded in the company's revolving loan agreement. Standard & Poor's will review Seagate's operations and prospects for maintaining its current financial profile. While Seagate has strengthened its leverage, cash flow measures, and liquidity, the industry remains vulnerable to cyclicality. Still, based on its leverage as of March 2010 and management's intent to accumulate cash to retire upcoming maturities, a higher rating possibly by as much as two notches from the current 'BB-' level is likely. SENSATA TECHNOLOGIES: Posts $27.6MM Net Income for March 31 Qtr --------------------------------------------------------------- Sensata Technologies B.V. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the quarterly period ended March 31, 2010. The Company swung to net income of $27,678,000 for the three months ended March 31, 2010, from a net loss of $10,185,000 for the year ago quarter. The Company reported net revenue of $377,137,000 for the past quarter from $239,016,000 for the year ago quarter. As of March 31, 2010, the Company had total assets of $3,206,356,000 against total liabilities of $2,665,974,000, resulting in stockholders' equity of $540,382,000. As of December 31, 2009, the Company had total assets of $3,163,127,000 against total liabilities of $2,776,380,000, resulting in shareholder's equity of $386,747,000. A full-text copy of the Company's quarterly report is available at no charge at http://ResearchArchives.com/t/s?60c5 About Sensata Almelo, Netherlands-based Sensata Technologies B.V. -- http://www.sensata.com/-- supplies sensing, electrical protection, control and power management solutions. Majority- owned by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 9,500 people in nine countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning, data, telecommunications, recreational vehicle and marine applications. As reported by the TCR on December 7, 2009, Moody's Investors Service has upgraded Sensata Technologies B.V.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2, as well as the company's senior secured credit facility to B2, senior unsecured notes to Caa2, and senior subordinated notes to Caa3. In a related rating action, Moody's affirmed the Company's Speculative Grade Liquidity rating at SGL-3. The outlook is positive. The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the ratings on Attleboro, Massachusetts-based Sensata Technologies, Inc., including the 'CCC+' corporate credit rating. At the same time, S&P revised the outlook on the company to stable from negative. SHEP-LAND LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Shep-Land, LLC 22812 W. Beloat Road Buckeye, AZ 85326 Bankruptcy Case No.: 10-11964 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: James M. Marlar Debtor's Counsel: Gerald L. Shelley, Esq. Fennemore Craig, P.C. 3003 N. Central Avenue, Suite 2600 Phoenix, AZ 85012 Tel: (602) 916-5439 Fax: (602) 916-5639 E-mail: gshelley@fclaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Karl T. Brim, managing member. SMURFIT-STONE: Has OK to Enter Into ABL Revolving Facility ---------------------------------------------------------- Smurfit-Stone Container Corp. won approval to access a $650 million revolving exit facility from several lenders to fund its emergence from Chapter 11. Judge Shannon has authorized the Debtors to enter into the Senior Secured ABL Revolving Exit Facility, and execute and perform all obligations under that 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; In addition, Judge Shannon approved 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. The Debtors and the Agents may make non-material modifications to the Credit Agreement and any attached exhibits and schedules before the effective date of the Debtors' Chapter 11 Plan of Reorganization without further notice or authorization by the Court. Before Judge Shannon entered the Order, the Debtors submitted revised exhibits to their request composed of: * a revised Credit Agreement, a copy of which is available for free at http://bankrupt.com/misc/SmrftRevCredAgrmt.pdf * schedules to the Credit Agreement, copies of which are available for free at: http://bankrupt.com/misc/SmrftCredASkeds.pdf * exhibits to the Credit Agreement, copies of which are available for free at: http://bankrupt.com/misc/SmrftCredAExhbt.pdf * a blackline copy of the Credit Agreement, a copy of which is available for free at: http://bankrupt.com/misc/SmrftRevCredAgrmtBlack.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. PricewaterhouseCoopers 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 Sell Coshocton Mill Energy Credits ------------------------------------------------------------- Smurfit-Stone Container Corp. and its units ask the Court to approve the sale of certain renewable energy credits from their Coshocton Mill located in Coshocton, Ohio to First Energy Solutions Corp., pursuant to an "Agreement for the Purchase and Sale of Renewable Energy Credits." The renewable energy credits, also commonly known as green tags, renewable energy certificates, renewable electricity certificates, and tradable renewable credits, at issue in the Agreement are owned by Debtor Smurfit-Stone Container Enterprises, Inc., and are produced by the Coshocton Mill. Renewable energy credits are tradable, non-tangible energy commodities that represent proof that one megawatt-hour of electricity was generated from an eligible renewable energy source. The renewable energy credits are statutory creations meant to encourage the development and use of renewable energy. According to James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, the Debtors have previously sold certain renewable energy credits pursuant to procedures established for the sale of de minimis assets. SSCE and First Energy entered into an agreement which outlined the terms of a renewable energy credit sale proposal and provided that the Parties would agree to negotiate in good faith a definitive purchase agreement, Mr. Conlan says. However, he notes that the Agreement is not final, and certain changes may be made before an agreement is formally executed. Pursuant to the Agreement, the Debtors will sell to First Energy no less than 180,000 Pennsylvania RECs for four dollars per Pennsylvania REC. Mr. Conlan says that if the Debtors obtain certification from the Ohio Public Utilities Commission that the Coshocton Mill qualifies as an "Eligible Renewable Energy Resource Generating Facility" within 12 months of the effective date of the Agreement, the Debtors will (i) sell an annual firm volume of 60,000 Ohio RERs for 2010, plus any additional RERs generated by the Coshocton Mill in 2010, and (ii) sell an annual firm volume of 60,000 Ohio RERs for 2011, plus any additional RERs generated by the Coshocton Mill in 2011. First Energy will pay $28 per unit for the Ohio RERs. If the Debtors obtain the Certification, the Debtors will sell 126,718 Ohio RERs, which will be converted from Pennsylvania RECs generated in 2008 and 2009. The RECs will be delivered in two parts, with an initial lump-sum delivery of Pennsylvania RECs generated from August 2008 though February 2010, and monthly deliveries thereafter based on volumes dependent on Coshocton Mill's generation schedules, fuel mix and plant operations. If the Certification is approved, the Debtors will receive on account of the Pennsylvania RECs and Ohio RERs between $6,908,104 and $8,308,104, depending on the extent the Coshocton Mill generates credits in excess of the annual firm volumes. Payments will be due within 10 business days of First Energy's receipt of confirmation from PJM. If the Certification is approved, the Debtors will receive on account of the Pennsylvania RECs and Ohio RERs between $6,908,104 and $8,308,104, depending on the extent the Coshocton Mill generates credits in excess of the annual firm volumes. Payments will be due within 10 business days of First Energy's receipt of confirmation from PJM Environmental Information Services, Inc. that the RECs have been delivered. For the purpose of providing collateral to First Energy, the Debtors agree to receive deferred payments based on certain formulas set in the Agreement. By virtue of the relatively clean nature of their paper mills, the Debtors have many valuable excess RECs, Mr. Conlan tells the Court. He asserts that the Debtors will benefit from the sale by infusing an initial sum of cash into their estates and enjoying various additional cash infusions throughout the term of the Agreement. Since the Agreement is based on the Coshocton Mill's future generation schedules, fuel mix and plant operations, there is flexibility in the amount of RECs Coshocton must produce in the future, Mr. Conlan further contends. He adds that the Agreement also assures a buyer and a price for the Ohio RERs, minimizing the risk of a downturn in the Ohio RER market from the date of the Court's order to the possible Certification. A copy of the Agreement is available for free at: http://bankrupt.com/misc/SmrftRenCredsAgmt.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. PricewaterhouseCoopers 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: Removal Period Extended Until August 19 ------------------------------------------------------ Smurfit-Stone Container Corp. and its units ask the U.S. Bankruptcy Court to further extend the period within which they may file notices of removal of claims and causes of action pursuant to Section 1452 of the Bankruptcy Code and Rule 9027 of the Federal Rules of Bankruptcy Procedure, by 120 days, or through and including August 19, 2010. In addition, the Debtors ask the Court that their request be granted without prejudice to their right to seek further extensions. The deadline for the Debtors to file notices of removal was previously extended from December 22, 2009, to April 21, 2010. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, asserts that cause exists to further extend the Removal Period because the size of the Debtors' business operations and the large number of Debtors involved have caused the Debtors' management and advisors to devote an extraordinary amount of time ensuring that the Debtors meet the requirements of the Chapter 11 process while maintaining smooth business operations. Furthermore, the Debtors have undertaken substantial efforts to negotiate, formulate and present a Joint Plan of Reorganization for Smurfit-Stone Container Corporation and its Debtor Subsidiaries and Plan of Compromise and Arrangement for Smurfit- Stone Container Canada Inc. and Affiliated Canadian Debtors and related Disclosure Statement, Mr. Conlan notes. Given the tasks and their attendant demands on the Debtors' personnel and professionals, Mr. Conlan asserts that the Debtors have a legitimate need for additional time to review their pending litigation matters in order to evaluate whether these should be removed. The parties that have asserted claims or causes of action that are related to the Chapter 11 cases will suffer no discernible prejudice because Prepetition claims and causes of action against the Debtors are stayed by operation of the automatic stay, Mr. Conlan maintains. The Court will convene a hearing on May 10, 2010, at 2:00 p.m., to consider the Debtors' request. Pursuant to Del.Bankr.LR 9006-2, the Debtors' Removal Period is automatically extended until the conclusion of that hearing. All objections are to be filed not later than 4:00 p.m. on May 3, 2010. 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. PricewaterhouseCoopers 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) SONIX MEDICAL: RadNet Acquires Firm's Three Facilities ------------------------------------------------------ RadNet, Inc. has acquired three multi-modality facilities from the Sonix Medical Resources, Inc. bankruptcy proceeding in New York. RadNet paid $2,250,000 for the three facilities which currently produce approximately $7 million of combined annual revenues. The facilities located in Brooklyn, New York, Chatham, New Jersey, and Haddon Heights, New Jersey, operate a combination of MRI, CT, mammography, ultrasound, fluoroscopy, x-ray and related modalities. Dr. Howard Berger, President and Chief Executive Officer of Radnet noted, "I believe the opportunity to purchase these centers out of a bankruptcy proceeding is the result of the financial and reimbursement pressure our industry is enduring, which is particularly felt by smaller, less-capitalized operators. The two facilities in New Jersey will enhance our growing presence in the Northern part of the state, a market which we entered last year. These facilities further our goal of expanding and strengthening our regional network of New Jersey multimodality centers." Dr. Berger added, "We are equally excited about the acquisition of the Brooklyn facility, our first purchase in any borough of New York City. The acquisition provides us an opportunity to work with the Maimonides Medical Center's radiology group, an association we will look to expand further in the Brooklyn marketplace." About RadNet, Inc. RadNet, Inc. is a national market leader providing high-quality, cost-effective diagnostic imaging services through a network of 185 fully-owned and operated outpatient imaging centers. RadNet's core markets include California, Maryland, Delaware, New Jersey and New York. Together with affiliated radiologists, and inclusive of full-time and per diem employees and technicians, RadNet has a total of approximately 4,000 employees. SOUTHERN STATES: S&P Affirms Corporate Credit Rating at 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its ratings on Richmond, Va.-based Southern States Cooperative Inc., including the 'B+' corporate credit rating. The outlook is negative. At the same time, S&P assigned issue-level and recovery ratings to the company's proposed $125 million senior unsecured notes due 2015. The issue level rating on these notes is 'B+', the same as the corporate credit rating, with a recovery rating of '4', indicating S&P's expectations for average (30% to 50%) recovery of principal and pre-petition interest in the event of a payment default. S&P expects proceeds from the notes to be used to repay about $82 million of the company's outstanding senior unsecured notes due 2011 and to make a significant one-time pension contribution to its underfunded multi-employer pension plan. S&P expects Southern States to have about $150 million of reported debt outstanding at the close of the transaction. "The ratings affirmation and negative outlook reflects still elevated leverage levels -- pro forma for the refinancing -- and some degree of uncertainty about the company's ability to improve its operating performance in the second half of its current fiscal year, ending June 30, 2010," said Standard & Poor's credit analyst Christopher Johnson. S&P estimates pro forma for the transaction, adjusted debt to EBITDA will be well over 5x. This estimate includes S&P's standard debt adjustments for operating leases and pension obligations, and reflects adjusted EBITDA levels for the trailing 12 months ended Dec 31, 2009. S&P recognizes that EBITDA may meaningfully improve by fiscal year end 2010, given its belief that fertilizer demand in its key March through May selling season will likely improve compared with last year, which would lead to better credit measures. Still, given the inherent volatility in the company's crop inputs earnings and the risk that the remainder of the selling season could yet be shortened by weather conditions, S&P remains cautious about the likelihood of improved operating performance over the remainder of the current fiscal year. The ratings on privately held Southern States Cooperative reflect the inherent cyclical nature and seasonality of the cooperative's agricultural-based businesses, low-margins, high debt leverage, and inconsistent discretionary cash flow. These factors are somewhat mitigated by the cooperative's position as a leading regional supply cooperative on the east coast of the U.S. The cooperative has good niche positions in crop inputs, feed, farm, and home supplies, and petroleum products in its core 10-state southern territory, which provides some geographic diversity. These products are distributed through Southern States' retail division, through other cooperatives that Southern States manages, and through a network of wholesale customers. Southern States Cooperative has experienced volatility in its operating and financial results over the past several years. The industry is cyclical, and most of Southern States' operations are commodity-oriented and react quickly to changes in supply and demand. In addition, it is S&P's opinion that small changes in costs can reduce already thin margins. With the majority of the company's EBITDA generated in the key spring planting season (March, April, and May), S&P believes Southern States' profitability in any given year can be hampered by factors beyond its control -- mainly weather and commodity prices. The negative outlook reflects S&P's concerns that credit measures will remain weak for the 'B+' rating over the near term. S&P would consider lowering the rating to 'B' if the company is unable to improve its performance as expected and adjusted debt to EBITDA remains well in excess of 5x on a sustained basis. S&P believes this could occur if the company continues to experience weak operating fundamentals in its key crop inputs and feed businesses, thereby resulting in very weak EBITDA margins of less than 2%. However, if operating performance meaningfully improves in the second half of fiscal 2010 resulting in adjusted debt to EBITDA near or below 5x, S&P would consider revising the outlook to stable. A rating upgrade over the next year is unlikely given Southern States' high leverage. SPHERIS INC: Operations Files Schedules of Assets and Liabilities ----------------------------------------------------------------- Spheris Operations LLC, a debtor-affiliate of Spheris Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $41,492,350 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $67,548,911 E. Creditors Holding Unsecured Priority Claims $2,152,488 F. Creditors Holding Unsecured Non-priority Claims $141,991,076 ----------- ----------- TOTAL $41,492,350 $211,692,475 About Spheris Headquartered in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. STANDARD MOTOR: Annual Stockholders' Meeting Set for May 20 ----------------------------------------------------------- The Annual Meeting of Stockholders of Standard Motor Products, Inc., will be held at the offices of JPMorgan Chase, 277 Park Avenue, New York, on May 20, 2010 at 2:00 p.m. (Eastern Daylight Time). The Annual Meeting will be held for these purposes: 1. To elect nine directors of the Company, all of whom will hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified; 2. To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2010; and 3. To transact such other business as may properly come before the Annual Meeting. The Board of Directors has fixed the close of business on April 9, 2010, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?60b7 About Standard Motor Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long Island City, New York, is a manufacturer and distributor of replacement parts for the automotive aftermarket industry. The company is organized into two principal divisions: (i) Engine Management (ignition and emission parts; ignition wires; battery cables; and fuel system parts) and (ii) Temperature Control (air conditioning compressors; other air conditioning parts; and heater parts). Standard Motor's annualized revenues currently approximate $775 million. The Company's balance sheet at Dec. 31, 2009, showed $484.4 million total assets and $290.5 million in total liabilities. * * * As reported by the Troubled Company Reporter on July 17, 2009, Moody's Investors Service withdrew all ratings of Standard Motor Products' after the only rated debt having been redeemed upon maturity. Ratings withdrawn include the Corporate Family Rating at Caa1, and $32 million convertible subordinated debentures due July 2009 at Caa2. The last rating action occurred on June 30, 2009, when its CFR was upgraded to Caa1 from Caa2. On June 23, the TCR said Standard & Poor's Ratings Services withdrew its 'CC' corporate credit rating and other debt ratings on Standard Motor Products at the company's request. There is a small amount of rated debt remaining after the recently completed exchange offer. This concludes the Troubled Company Reporter's coverage of Standard Motor Products until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. STARWOOD HOTELS: Moody's Affirms 'Ba1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service raised Starwood Hotels & Resorts Worldwide Inc.'s Speculative Grade Liquidity rating to SGL-2 from SGL-3. The company's existing ratings were affirmed. Starwood has a Ba1 Corporate Family Rating and stable rating outlook. The upgrade of Starwood's SGL rating reflects the extension of its bank loan maturity to November 2013 from February 2011 alleviating concerns about the bank credit facility becoming current. The SGL-2 also considers that while the company's credit facility was reduced as part of the refinancing process -- to $1.5 billion from $1.875 billion -- Moody's expects Starwood's internally generated cash and balance sheet cash will be sufficient to cover working capital, capital expenditures and other basic cash obligations. As a result, a majority of the company's credit facility is expected to remain undrawn in the foreseeable future. Starwood's Ba1 Corporate Family Rating and stable outlook reflect the company's well-defined branding strategy, the launch of higher margin franchise brands, and solid hotel development pipeline. The ratings and outlook also consider Starwood's high leverage -- debt/EBITDA is about 4.8 times -- although Moody's expects the company will apply its free cash flow towards debt reduction and bring debt/EBITDA to around 4.5 times, a level more consistent with the Ba1 Corporate Family Ratings. Ratings affirmed and LGD point estimates revised: * Corporate Family Rating at Ba1 * Probability of Default Rating at Ba1 * Senior unsecured bonds and debentures at Ba1 (LGD 4, 56% from 55%) * Senior unsecured shelf at (P)Ba1 (LGD 4, 56% from 55%) * Senior subordinate shelf at (P)Ba2 (LGD 6, 97%) * Preferred debt shelf at (P)Ba2 (LGD 6, 97%) Rating raised: * Speculative Liquidity Rating to SGL-2 from SGL-3 The last rating action on Starwood occurred on November 5, 2009, when Moody's assigned a Ba1 rating to its $250 million senior unsecured notes due December 2019, and downgraded the company's Speculative Grade Liquidity rating to SGL-3 from SGL-2. Starwood Hotels & Resorts Worldwide, Inc., owns and operates approximately 900 properties in more than 100 countries. Annual revenues are about $2.8 billion. STEPHEN COLLINS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Stephen Roscoe Collins aka Steve R. Collins PO Box 38 Guyton, GA 31312 Bankruptcy Case No.: 10-40868 Chapter 11 Petition Date: April 22, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: C. James McCallar, Jr., Esq. McCallar Law Firm P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallarlawfirm@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Stephen Roscoe Collins. STINGFREE TECHNOLOGIES: Dismissal of Bad Faith Filing Upheld ------------------------------------------------------------ WestLaw reports that a bankruptcy court did not abuse its discretion in dismissing, as a "bad faith" filing, a Chapter 11 petition filed on the eve of a state court hearing involving the debtor's chief adversary, by a debtor which had no current operations and virtually no employees or tangible assets, in which the debtor proposed to sell its assets, with little or no marketing, in a manner that was not shown to protect or create any value that would otherwise be lost outside bankruptcy. The debtor did not demonstrate a likelihood of success on fraudulent transfer and other "core" claims it sought to assert, and its other claims were subject to an arbitration agreement with a party that was not shown to have waived its right to arbitrate. In re StingFree Technologies Co., --- B.R. ----, 2010 WL 1381414 (E.D. Pa.) (Gardner, J.). StingFree Technologies Co. owned and developed patents for technology designed to reduce or absorb undesirable shock vibrations when using golf clubs. StingFree filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 08-16232) on Sept. 25, 2008, just prior to a hearing in certain state court litigation. On February 4, 2009, the Honorable Bruce Fox dismissed StingFree's Chapter 11 bankruptcy case pursuant to 11 U.S.C. Sec. 1112(b) because it was filed in bad faith, and denied as moot StingFree's motion to approve bidding procedures in connection with the Debtor's proposed sale of its intellectual property for $300,000. TC LAGUNA: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Debtor: TC Laguna Niguel Senior, LLC aka Valeo TC Laguna Niguel Senior, LLC c/o Trammell Crow Company 2001 Ross Avenue, Suite 3400 Dallas, TX 75201 Bankruptcy Case No.: 10-11334 Chapter 11 Petition Date: April 23, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtor's Counsel: Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 6 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb10-11334.pdf The petition was signed by Scott A. Dyche, senior vice-president. TELKONET INC: Delays Rights Offering to Securities Holders ---------------------------------------------------------- Telkonet, Inc., has filed with the Securities and Exchange Commission Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 to delay the effective date of the shelf registration statement. Pursuant to the shelf registration statement and related prospectus, Telkonet is seeking to register: -- $15,000,000 in Common stock, $0.001 par value per share, underlying certain subscription rights; and -- $18,750,000 in Common stock, $0.001 par value per share, issuable upon the exercise of certain warrants. Telkonet said it is distributing, at no charge to holders of shares of its common stock -- other than those who hold shares of common stock solely as participants in the Telkonet, Inc. 401(k) Plan -- and holders of shares of the Company's Series A convertible redeemable preferred stock, transferable subscription rights to subscribe for shares of Telkonet common stock and transferable warrants to purchase additional shares of Telkonet common stock. Telkonet is offering the subscription rights in a rights offering to holders of common stock and holders of Series A convertible redeemable preferred stock of record as of 5:00 p.m., Eastern time, on [_____], 2010, the record date. Telkonet shareholders will receive one transferable subscription right for every share of common stock held of record and every share of common stock into which the Series A convertible redeemable preferred stock held of record is convertible as of 5:00 p.m., Eastern time, on the record date. Pursuant to the terms of the rights offering, the rights may only be exercised for a maximum of [_____] shares of common stock and related warrants, or $[_____] of subscription proceeds. Source Capital Group, Inc., serves as the Company's Dealer-Manager with respect to the rights offering. A full-text copy of Amendment No. 1 to the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?60c8 About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. The Company's balance sheet as of December 31, 2009, showed $16,295,131 in assets, $9,075,117 of debts, $732,843 of redeemable preferred stock, and $6,487,171 of total equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's significant operating losses in the current year and in the past. TELKONET INC: No Schedule Yet for 2010 Stockholders' Meeting ------------------------------------------------------------ Telkonet, Inc., has filed with the Securities and Exchange Commission a preliminary copy of its proxy statement related to its 2010 annual stockholders' meeting. The Company has yet to schedule the date and venue of the stockholders' meeting. According to the preliminary proxy statement, the purposes of the meeting are: 1. To elect [four] directors; 2. To approve an amendment to the Telkonet, Inc. Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock from 155,000,000 to 575,000,000; 3. To ratify the appointment of independent accountants for 2010; and 4. To transact such other business as may properly come before the Meeting. Holders of record of the Company's common stock and the Company's Series A Preferred Stock are entitled to vote at the Meeting. A full-text copy of the preliminary proxy statement is available at no charge at http://ResearchArchives.com/t/s?60c6 About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. The Company's balance sheet as of December 31, 2009, showed $16,295,131 in assets, $9,075,117 of debts, $732,843 of redeemable preferred stock, and $6,487,171 of total equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's significant operating losses in the current year and in the past. TRIBUNE CO: Noteholders Get Examiner Chapter 11 Cases ----------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has directed the Office of the U.S. Trustee to appoint an examiner in the Chapter 11 case of Tribune Company and its debtor affiliates. Wilmington Trust Company, successor Indenture Trustee for the Exchangeable Subordinated Debentures due 2029 in the aggregate principal amount of $1.2 billion or the "PHONES" issued in April 1999 by Debtor Tribune Company, sought for the appointment of the Examiner. Wilmington Trusts's Motion was opposed by: * the Debtors; * the Official Committee of Unsecured Creditors; * JP Morgan Chase Bank, N.A.; * Merrill Lynch Capital Corporation; * the Credit Agreement Lenders; * Times Mirror Company retirees; * Citicorp North America, Inc./Citigroup Global Markets Inc.; * Bank of America, N.A. and Banc of America Securities LLC; * Law Debenture Trust Company of New York; * Centerbridge Credit Advisors LLC; and * the Office of the U.S. Trustee. A status conference was held on April 19, 2010, and the parties consented to the appointment of an Examiner by the U.S. Trustee. The Examiner will: (a) evaluate whether there are potential claims and causes of action held by the Debtors' estates in connection with the leveraged buy-out of Tribune that occurred in 2007 which may be asserted against any entity which may bear liability, including, without limitation, the Debtors, the Debtors' former and present management, including former or present members of Tribune Board, the Debtors' lenders and the Debtors advisors; (b) evaluate whether Wilmington Trust violated the automatic stay by the filing of its Complaint for Equitable Subordination and Disallowance of Claims, Damages, and Constructive Trust; (c) evaluate the assertions and defenses made by certain of the Parties in connection with the Motion of JP Morgan Chase Bank for sanctions against Wilmington Trust Company for improper disclosure of confidential information; and (d) perform the duties of an examiner. Judge Carey has directed that the Examiner propose a work and expenses plan, which will include a good faith estimate of its fees and expenses and the Examiner's proposed professionals for conducting the investigation. The Court will hold a status conference on May 10, 2010, to consider the Work and Expenses Plan. The Examiner will file a report on or before July 12, 2010. Until the Examiner has filed the Report, neither the Examiner nor the Examiner's representatives or agents will make any public disclosures concerning the performance of its duties, except in hearings before the Court. Wilmington Trust Withdraws Motion to Seal Prior to the entry of the Court's order, Wilmington Trust withdrew its motion to seal the unredacted declaration of Martin S. Siegel in support of its motion for appointment of an examiner. As previously reported, Wilmington Trust filed a motion seeking authority to file an unredacted declaration of William M. Dolan in further support of the Examiner Motion. The Dolan Declaration was intended to amend and replace the Siegel Declaration. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins Nod of California Tax Board Settlement ------------------------------------------------------- Tribune Company and its debtor affiliates sought and obtained the authority of Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to settle with the Franchise Tax Board of the State of California. Specifically, the Settlement Agreement resolves claims for refunds filed by Times Mirror Company for the 1997, 1998, and 1999 tax years. The Settlement Agreement resolves dispute between Debtors Tribune Company and its subsidiary California Community News Corporation and the State of California concerning franchise tax refunds that the Debtors assert are owed to them for tax years 1997, 1998 and 1999. Tribune Company and California Community News are members of a unitary group for the purposes of filing a state of California combined unitary franchise tax return. On November 8, 2002, Times Mirror Company filed claims with FTB for franchise tax refunds resulting from the use of credits for $2,784,506 for the taxable year ending December 31, 1997 and for $605,225 for the taxable year ending December 31, 1998. In addition, Times Mirror filed a claim with the FTB for a franchise tax refund resulting from the use of credits for $608,247 for the taxable year ending December 31, 1999. The Claims total $3,997,978. Following an initial review, on March 7, 2008, FTB issued the Debtors Notices of Action on Cancellation, Credit or Refund denying Times Mirror's 1997 Claim and 1998 Claim for and partially denying Time Mirror's 1999 Claim. The Debtors timely appealed the Notice resulting in a dispute between the Debtors and FTB with respect to the amount of tax and interest payable by the Debtors for taxable years ending December 31, 1997, December 31, 1998, and December 31, 1999. The Debtors and FTB entered into settlement negotiations in an attempt to resolve the dispute regarding claims for the Taxable Years. As a result of those negotiations and the Debtors' provision of documentation to FTB, on March 19, 2010, FTB and the Debtors entered into the Settlement Agreement to effect a final and complete settlement of the remaining portion of the Debtors' Claims. Pursuant to the Settlement Agreement, the Debtors will receive $1,378,504 in tax refunds, plus applicable interest, which amount will be held by the State of California pending the resolution of additional tax matters between the Debtors and the State of California. A full-text copy of the Settlement is available for free at: http://bankrupt.com/misc/Tribune_FTBsettlement.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins Nod of Connecticut Tax Settlement -------------------------------------------------- Tribune Co. and its units received the Bankruptcy Court's authority to enter into a settlement agreement with the State of Connecticut Department of Revenue Services pursuant to which the State of Connecticut would receive allowed prepetition claims for $12,180,000 against Debtor Tribune Television Company. The Settlement Agreement seeks to settle the disputed prepetition liability of Tribune Television, The Hartford Courant Company, and Southern Connecticut Newspapers, Inc., and their affiliates for Connecticut state income taxes for the periods from December 1996 through December 2002 and December 2003 through December 2007. The State of Connecticut filed a proof of claim in Tribune Television's bankruptcy case on June 9, 2009, which was assigned claim number 4148. The Proof of Claim asserted $4,551,250 for the 2002 Claim and $21,775,979 for the 2007 Claim. The Debtors have disputed the amount of the corporation tax liability asserted in the Connecticut Tax Claims. In an attempt to resolve the Connecticut Tax Claims consensually, the Debtors participated in an informal conference with the Department of Revenue Services Appellate Bureau in Hartford, Connecticut on August 11, 2009. Following the negotiations, the Debtors and the State of Connecticut reached an agreement in January 2010 regarding the amount of the corporation taxes the Debtors owe Connecticut. A full-text copy of the Settlement Agreement is available for free at http://bankrupt.com/misc/Tribune_ConnecticutAgmt.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UAL CORP: PBGC Claim Adds Wrinkle to Merger Talks ------------------------------------------------- The Wall Street Journal's Susan Carey and Gina Chon report that a $500 million contingent liability that UAL Corp. would have to pay the Pension Benefit Guaranty Corp. if a merger deal gets done, has added to the impasse between UAL and Continental Airlines Inc. The Journal explains the payment would kick in if the two carriers merged and together threw off more than $3.5 billion in annual earnings before interest, taxes, depreciation and aircraft rent. According to the Journal, the liability dates to 2005, when United terminated its four underfunded employee pension plans in bankruptcy, and the PBGC took over the plans. In exchange, the PBGC received $1.5 billion in notes and convertible stock in the reorganized UAL, which left court protection in early 2006. According to the Journal, citing filings with the Securities and Exchange Commission, if UAL were to trigger the $3.5 billion earnings threshold in any trailing 12-month period beginning last Dec. 31 and going through 2017, UAL is obligated to issue to the PBGC $500 million of 8% contingent senior notes in eight equal semi-annual payments of $62.5 million. The Journal relates that one person familiar with the matter said this wrinkle has now become part of the dispute over the share price in the stock swap. The Journal, citing people familiar with the details, notes that Continental wants its shareholders to be paid with UAL shares valued at their average price in the 30-day period before April 7, when UAL stock started to rise over news reports that it was in merger talks with US Airways Group Inc. United wants to use the price of its shares the day before a merger deal is signed. Sources told the Journal the parties have continued due diligence. The Journal notes UAL shares fell 3.6% Monday to $22.17, while Continental stock rose 5% to $23.13. According to the Journal, Continental's stock didn't start to rise until news leaked that it began merger talks with United less than two weeks ago. As reported by the Troubled Company Reporter last week, US Airways withdrew from its own merger talks with United. Sources have told the Journal that if the merger does go through, Jeff Smisek, Continental's chief executive, would become chief executive of the combined company, while Glenn Tilton, UAL's CEO, would become the nonexecutive chairman. The company would be based in Chicago, and United would be the surviving brand, the people said, according to the Journal. About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. VISTEON CORP: Creditors to Block Formation of Equity Committee -------------------------------------------------------------- Visteon Corp.'s unsecured creditors are seeking to block the formation of an official committee of equity security holders, calling it unnecessary and costly, according to Bankruptcy Law360. The official committee of unsecured creditors filed an objection to a shareholder motion in the U.S. Bankruptcy Court for the District of Delaware on Friday, Law360 says. 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) WL HOMES: Baker Hostetler Files Response to Trustee Objection ------------------------------------------------------------- Baker & Hostetler LLP has fired off the latest salvo in a fee spat with the Chapter 7 trustee in WL Homes LLC's bankruptcy proceedings, claiming the trustee kept Baker Hostetler on the hook as counsel of record in a $200,000 case through indecisive foot- dragging and then took the position that the firm was owed nothing, according to Bankruptcy Law360. Baker Hostetler filed its response to Chapter 7 Trustee George L. Miller's April 12 objection in the U.S. Bankruptcy Court for the District of Delaware on Thursday, Law360 says. Irvine, California-based WL Homes LLC -- dba John Laing Homes, John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John Laing Urban -- is one of metro Denver's largest homebuilders. It builds under the John Laing brand primarily in Colorado, California, Arizona, and Texas. John Laing began as a builder in the United Kingdom and came to the U.S. market in 1984. The company was sold to Dubai-based Emaar Properties in 2006 for $1.05 billion. Emaar invested $613 million in the company, but eventually stopped funding. John Laing had a work force of 1,100 in 2006, but cut employees to about 90 by the first week of February 2009. John Laing has 105 real estate developments across the country. It also builds luxury and custom homes. WL Homes and five of its affiliates filed for Chapter 11 protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09- 10571). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their restructuring efforts. Ashby & Geddes represents the Official Committee of Unsecured Creditors. In its bankruptcy petition, WL Homes listed assets of more than $1 billion, and debts between $500 million and $1 billion. As reported in the TCR on June 10, 2009, the Bankruptcy Court converted WL Homes LLC and its debtor affiliates' Chapter 11 cases to cases under Chapter 7 liquidation, at the request of the official committee of unsecured creditors. XERIUM TECHNOLOGIES: Proposes Richards Layton as Co-Counsel ----------------------------------------------------------- Xerium Technologies Inc. and its units seek Bankruptcy Judge Kevin Carey's permission to employ Richards, Layton & Finger, P.A., as co-counsel, nunc pro tunc to the Petition Date. As co-counsel, Richards Layton will: (a) take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) advise the Debtors of their rights, powers and duties as Debtors and Debtors-in-possession under Chapter 11 of the Bankruptcy Code; (c) prepare on behalf of the Debtors, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates and serve such papers on creditors; (d) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement as may be required in connection with the administration of the Debtors' estates; and (e) perform all other necessary legal services in connection with the prosecution of the Chapter 11 cases. Richards Layton will be paid in accordance with these hourly rates: Professional Hourly Rate ------------ ----------- Mark D. Collins $675 Jason M. Madron $390 Travis A. McRoberts $255 Rebecca V. Speaker $195 The firm will also be reimbursed for necessary out-of-pocket expenses. Richards Layton received a retainer of $150,000 on November 30, 2009 from the Debtors as compensation for professional services rendered and reimbursement for expenses incurred in connection with the Petition Date. The Debtors propose that the remainder of the Retainer paid to Richards Layton and not expended for prepetition services and disbursements be treated as an evergreen retainer, which the firm will hold as security throughout the Chapter 11 cases. Mark D. Collins, Esq., a director at Richards Layton, avers that his firm does not hold or represent any interest adverse to the Debtors or their estates. He assures the Court that Richards Layton is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XERIUM TECHNOLOGIES: Proposes to Satisfy Vendor Claims ------------------------------------------------------ In the ordinary course of their businesses, Xerium Technologies Inc. and its units incur numerous obligations to prepetition creditors including suppliers, vendors, mechanics, shippers, warehousemen and employment agencies that provide, among other things, vital raw materials, supplies and services necessary to operate the Debtors' businesses. Under the Prepackaged Joint Chapter 11 Plan of Reorganization, Priority Non-Tax Claims, Other Secured Claims, and General Unsecured Claims are unimpaired, and the holders of those claims will receive payment in full, in cash. In the Disclosure Statement accompanying their Plan, the Debtors indicated their intention to seek authority to satisfy certain claims in the ordinary course of business to minimize disruption to their businesses and protect their business relationships. The Debtors estimate that the amount of the Payable Claims outstanding as of the Petition aggregate approximately $17,896,000. Of this amount, approximately $12,270,000 will be due and payable during the first 21 days following the Petition Date. The Debtors sought and obtained the Court's interim authority to satisfy the Payable Claims in an aggregate amount not to exceed $12,270,000; provided that, as a condition to the satisfaction of the claims, the affected prepetition creditors (i) continue to supply goods and services to the Debtors during the pendency of their bankruptcy cases on trade terms that are at least as favorable as those existing on the Petition Date or are otherwise satisfactory to the Debtors in their business judgment, (ii) release any liens asserted against the Debtors' property related to the Payable Claims, and (iii) withdraw any and all proofs of claim filed by an affected prepetition creditor in the Debtors' Chapter 11 cases. In the event that a Prepetition Creditor does not maintain or reinstate favorable trade terms during the pendency of the bankruptcy cases, any payments made pursuant to the Court's order will, in the Debtors' discretion, be either (i) deemed applied to postpetition amounts payable to the Prepetition Creditor or (ii) treated by the Debtors as an unauthorized postpetition transfer recoverable by the Debtors. The Court ruled that the undisputed obligations of the Debtors for goods and services their received after the Petition Date are not Payable Claims but will be afforded administrative expense priority status pursuant to Section 503(b) of the Bankruptcy Code. The Court will convene a hearing on April 28, 2010, to consider final approval of the request. Objections are due April 23. About Xerium Technologies Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE: XRM), manufactures and supplies two types of consumable products used primarily in the production of paper: clothing and roll covers. The Company, which operates around the world under a variety of brand names, utilizes a broad portfolio of patented and proprietary technologies to provide customers with tailored solutions and products integral to production, all designed to optimize performance and reduce operational costs. With 32 manufacturing facilities in 13 countries around the world, Xerium has approximately 3,300 employees. Xerium Technologies and certain subsidiaries filed for Chapter 11 on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031). Judge Kevin J. Carey presides over the cases. John J. Rapisardi, Esq.; George A. Davis, Esq.; and Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners, LLC, serve as the Debtors' restructuring advisors. Stephen Ledoux and Daniel Gilligan at Rothschild Inc. serve as the Debtors' investment bankers. Garden City Group Inc. is the Debtors' claims agent. Xerium Technologies disclosed total assets of $693,511,000 and total debts of $813,168,000 in its petition. Bankruptcy Creditors' Service, Inc., publishes XERIUM TECHNOLOGIES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Xerium Technologies and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) XERIUM TECHNOLOGIES: Wants to Grant Admin. Status to Vendor Claims ------------------------------------------------------------------ In connection with the normal operation of their business, Xerium Technologies Inc. and its units rely on various vendors and suppliers to provide them with the goods and services necessary for the production and distribution of their products to customers. As of the Petition Date, the Debtors have certain prepetition purchase orders outstanding with various vendors for goods and services. As a consequence of the commencement of the Chapter 11 cases, the Vendors may be concerned that the obligations arising from goods shipped or services ordered prepetition and delivered postpetition will be treated as general unsecured claims against the Debtors' estates. The Vendors may refuse to ship the goods, may recall shipments, or perform services unless the Debtors issue substitute purchase orders postpetition. Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, obligations that arise in connection with the postpetition delivery of necessary goods and services, including those ordered prepetition, are afforded administrative expense priority status. Accordingly, at the Debtors' behest, the Court granted administrative priority status to all undisputed obligations of the Debtors owed to Vendors arising from the postpetition delivery of goods and services ordered prior to the Petition Date. The Debtors also sought and obtained authority to pay their obligations in the ordinary course. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- 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/ January 26-28, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Distressed Investing Conference Aria Las Vegas Contact: http://www.turnaround.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: April 19, 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 ***