/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100507.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 7, 2010, Vol. 14, No. 125 Headlines 445 E. DEERPATH: Case Summary & 17 Largest Unsecured Creditors ABITIBIBOWATER INC: DIP Facility Extended by 15 Months ABITIBIBOWATER INC: Movants for Equity Committee Must File Motion ABITIBIBOWATER INC: Unsecured Creditors Impaired Under Plan AMCORE FINANCIAL: Receives Notice of Default AMERICAN AXLE: Posts $16.3 Million Net Income for 1st Qtr. 2010 AMERICAN AXLE: Eagle Asset Holds 4.36% of Common Stock AMERICAN AXLE: Reports Results of Annual Stockholders' Meeting AMERICAN AXLE: Cancels Shares Issuable Under 401(k) Plans AMR CORP: American Unit Reports April 2010 Traffic AMR CORP: Has Tentative Labor Deal with Transport Workers Union ANDRE CHREKY: Seeks Permission to Give Amex Gift Cards to Staff AUGUSTA APARTMENTS: Hearing on Trustee Appointment Set for May 10 AVIS BUDGET: Inks Confidentiality Deal to Access DTAG Data Room BARRIC ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors BEAZER HOMES: Fitch Upgrades Issuer Default Rating to 'B-' C. BEAN: Has Access to Prepetition Lender's Cash Until May 14 CALPINE CORPORATION: Moody's Raises Corp. Family Rating to 'B1' CAMBRIDGE REALTY: Case Summary & 16 Largest Unsecured Creditors CASA ASSOCIATES: Chapter 11 Case Summary CATALYST PAPER: Shareholders Elect 9 Directors CATHOLIC CHURCH: Wilmington to Mediate Dispute Over Mediation CELL THERAPEUTICS: Reports $27-Mil. Loss for March CHEMTURA CORPORATION: $11.4MM Class Suit Settlement Approved CIENA CAPITAL: To Pay $26MM to Resolve U.S. Fraud Claims CINEDIGM DIGITAL: Unit Closes $172.5 Million New Credit Facility COMMERCIAL VEHICLE: Plans to Perform Assembly at Norwalk Plant CONSECO INC: Net Profit Hikes 38% to $33.9MM in Q1 2010 CRESCENT RESOURCES: U.S. Trustee Objects to Non-Debtor Releases CUMULUS MEDIA: Net Loss Narrows to $144,000 in Q1 of 2010 CW MEDIA: S&P Raises Long-Term Corporate Credit Rating to 'BB-' DARLENE PERSSON: Case Summary & 8 Largest Unsecured Creditors DELTA PETROLEUM: JP Credit Pact Amended to Provide Waivers DEMOONEY ROAD: Voluntary Chapter 11 Case Summary DHP HOLDINGS: Wants Until June 29 to File Chapter 11 Plan DIAMOND INT'L: Delays Filing of Annual Financial Statements DOLLAR THRIFTY: Avis Inks Confidentiality Deal to Access Data DOMINO'S PIZZA: BlackRock Holds 4.35% of Common Stock DOMINO'S PIZZA: Reports Results of Annual Shareholders' Meeting DOMINO'S PIZZA: Doyle, 2 Others Elected to Board of Directors DS WATERS: Moody's Confirms Corporate Family Rating at 'B3' DURANGO GEORGIA: Trustee Wants Creditors to Approve Transfer E*TRADE FIN'L: 2010 Annual Stockholders' Meeting on May 13 E*TRADE FIN'L: Reports $47,837,000 Net Loss for March 31 Quarter E*TRADE FIN'L: Inks Underwriting Deal with Citadel and Wingate ELLICOTT SPRINGS: U.S. Trustee Unable to Form Creditors Panel ENVIROSOLUTIONS HOLDINGS: Creditors Object to Plan Outline EST ENTERPRISES: Voluntary Chapter 11 Case Summary EXTENDED STAY: U.S. Trustee Objects to $9 Million Fee Claims EXTENDED STAY: Aims for July 20 Plan Confirmation FEDERAL-MOGUL: To Close Schofield Plant in March 2011 FIELDSTONE LESTER: Faces Negligence Suit Over $30M Loan FISHERMAN'S WHARF: Files for Chapter 11 Protection in Florida FISHERMAN'S WHARF: Case Summary & 20 Largest Unsecured Creditors FREDDIE MAC: Conservator to Seek $10.6BB Funding From Treasury FREEDOM COMMUNICATIONS: Paper Carriers Drop Plan Appeal GENERAL GROWTH: Simon Property Submits $6.5 Billion Offer GENERAL GROWTH: CEO Adam Metz Received $4,715,444 in 2009 GENERAL MOTORS: Appoints Joel Ewanick as New Marketing Head GENOIL INC: Posts C$5.1 Million Net Loss for 2009 GLOBAL CROSSING: CEO Legere Paid $4,682,774 for 2009 Work GRAY TELEVISION: Annual Shareholders' Meeting Set for June 23 GRAY TELEVISION: Complete Issuance of $365-Mil. of Senior Notes GREGORY DOWSON: Case Summary & 20 Largest Unsecured Creditors HARRY BEAN: Case Summary & 11 Largest Unsecured Creditors HERTZ CORP: Avis Inks Confidentiality Deal to Access DTAG Data HIGH PRAISE: Case Summary & 2 Largest Unsecured Creditors HILLARY HARMON: Case Summary & 14 Largest Unsecured Creditors HOTEL EQUITY FUND V: Court Dismisses Involuntary Chapter 11 Case HOME PROPERTIES: Fitch Affirms Preferred Stock Rating at 'BB+' HSH DELAWARE: U.S. Trustee's Bid for Examiner Fails IESI CORPORATION: Waste Services Deal Cues Moody's Rating Upgrade INN AT MISSOURI: Files for Chapter 11 in St. Louis INNOVATIVE COMMUNICATION: Commission OKs CFC Purchase INTERPUBLIC GROUP: Moody's Assigns 'Ba2' Rating on $650 Mil. Loan INTERTAPE POLYMER: Posts $5.8 Million Net Loss for 1st Qtr 2010 JAMES ROTH: Voluntary Chapter 11 Case Summary JAY MOSKOWITZ: Voluntary Chapter 11 Case Summary JEFFERSON RD.: Case Summary & 20 Largest Unsecured Creditors KEYSTONE TEMPORARY: Case Summary & 15 Largest Unsecured Creditors K.N. TURF: Case Summary & 20 Largest Unsecured Creditors LANDMARK VALLEY: Wants Case Converted to Chapter 7 Liquidation LEGACY AT JORDAN: Section 341(a) Meeting Scheduled for May 25 LEHMAN BROTHERS: LBI Trustee Charged $12,600 to Review Sale LEHMAN BROTHERS: LBI Trustee Has Closing Deals with 3 Banks LEHMAN BROTHERS: LBI Trustee Wants City-YUWA as Special Counsel LEHMAN BROTHERS: LBI Trustee Wants Removal Period Until Dec. 8 LEHMAN BROTHERS: Proposes Sutherland as Tax Counsel LENOX CONDOMINIUM: Court OKs Robinson Brog as Bankruptcy Counsel LINGO MEDIA: Posts Lower Net Loss of C$2.6 Million Loss in 2009 LIQUIDATION OUTLET: To Close Dollar Stores in 2 States LOS ANGELES, CA: Faces Bankruptcy "Between Now and 2014" LRL CITI: Trustee Seeks Info on CitiApartments Debtors' Counsel MAGNOLIA CAPITAL: Case Summary & Largest Unsecured Creditor MARK ALLEN WYNNE: Taps William Kingman as Bankruptcy Counsel MARK RUSSELL: Case Summary & 11 Largest Unsecured Creditors MARKET STREET: Trustee Wants Case Dismissed for Bad Faith Filing MARKET STREET: Wants Plan Exclusivity Until July 21 MERIDIAN AUTOMOTIVE: PBGC Assumes Underfund Pension Plans MERIDIAN RESOURCE: Sets Shareholders Reconvened Meeting on May 10 MICHAEL CRAWFORD: Case Summary & 20 Largest Unsecured Creditors MICHIGAN BIODIESEL: Case Summary & 14 Largest Unsecured Creditors MIT HOLDINGS: Independent Auditor Raises Going Concern Doubt MOWRY & ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors MYLAN INC: Moody's Assigns 'B1' Rating on New Senior Unsec. Notes MYUNG KANG: Case Summary & 20 Largest Unsecured Creditors NAVJOT LLC: Section 341(a) Meeting Scheduled for May 21 NEWLOOK INDUSTRIES: Gets Temporary Management Cease Trade Order NJZ ENTERRPISES: Voluntary Chapter 11 Case Summary NORTHERNSTAR NATURAL: Files for Chapter 7 Liquidation OMNICARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3' OMNICARE INC: S&P Changes Outlook on 'BB' Corporate to 'Stable' OS&G ENTERPRISES: Case Summary & Largest Unsecured Creditor P & A REALTY: Voluntary Chapter 11 Case Summary PAJAAMCO FAMILY: Wants Until June 3 to File Liquidating Plan PASADENA SELF-STORAGE: Case Summary & 20 Largest Unsec Creditors PATRIOT HOMES: Wants Dismissal of Reorganization Case PETER CAPONE: Creditors Have Until July 30 to File Proofs of Claim PETER LEVY: Case Summary & 20 Largest Unsecured Creditors PIRIE SECOND FAMILY: Case Summary & 8 Largest Unsecured Creditors PM PROPERTIES NO. 2: Case Summary & 2 Largest Unsecured Creditors PM PROPERTIES NO. 3: Case Summary & 2 Largest Unsecured Creditors POLYDEX PHARMA: Posts $2.1 Million Net Loss in FY Ended Jan. 31 PRIME GROUP: To Voluntarily Delist Shares From NY Stock Exchange QUESTEX MEDIA: Considers Conversion to Chapter 7 REAL ESTATE DEVELOPMENT I: Voluntary Chapter 11 Case Summary REGENCY COURT: Voluntary Chapter 11 Case Summary RICHARD OLSON: Case Summary & 15 Largest Unsecured Creditors ROTH MANAGEMENT: Voluntary Chapter 11 Case Summary ROTH-MONTEZUMA PARTNERS: Case Summary & Creditors List SAMJAK CORPORATION: Voluntary Chapter 11 Case Summary SEA TURTLE: Case Summary & 20 Largest Unsecured Creditors SEMGROUP LP: Contract Cannot Create Triangular Setoff Right SHERYL OVERBECK: Voluntary Chapter 11 Case Summary SIX FLAGS: S&P Assigns 'BB-' Rating on $890 Mil. First-Lien Loan SMURFIT-STONE: Confirmation Ruling Possibly in June SOUTH BAY EXPRESSWAY: Proposes Kirkland as Bankruptcy Counsel SOUTH BAY EXPRESSWAY: Receives Approval for EPIQ as Claims Agent SOUTH BAY EXPRESSWAY: Wants Imperial as Financial Advisor SOUTHERN CRESCENT: Case Summary & 9 Largest Unsecured Creditors SOUTHERN ORE MINING: Taps Mikhail Korolenko as Board Chairman SPANSION INC: Plan Won't Be Implemented Until May 14 SPANSION INC: Court OKs $3.9MM in Fees for Latham & Watkins SPANSION INC: Proposes to Settle with Mitsui & Macquarie SPECIALTY HOSPITALS: Defaults on $2MM Annual Payment to D.C. STARTECH ENVIRONMENTAL: Has Interim OK for $750,000 DIP Loan STATION CASINOS: Creditors Want OPCO Debtors, Lenders Deal Allowed STATION CASINOS: Court Hears Plan Settlement STERLING FIN'L: Confirms Increase in Size of Partners Investment STERLING FINANCIAL: Plans to Raise $555MM in Securities Offering STERLING FINANCIAL: Posts $84.3 Million Net Loss in Q1 2010 SW BOSTON: Gets Court OK to Assume & Consummate Condo Sale Pacts SW BOSTON: Gets Interim Court Okay to Use Cash Collateral SW BOSTON: Section 341(a) Meeting Scheduled for June 1 SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating SYSTEMS AND SOFTWARE: Case Summary & 2 Largest Unsecured Creditors THOMAS KAVANAUGH: Case Summary & 20 Largest Unsecured Creditors TLCVISION CORPORATION: Court Confirms Plan of Reorganization UAL CORP: Firm Probes Continental Board's Alleged Breaches UNISYS CORPORATION: Approves Amendments to Bylaws UNISYS CORP: Files Form 10-Q Results for First Quarter UNITED MEDICAL CENTER: Washington D.C. Officials Seek Receiver UNITED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors U.S. CONCRETE: To Seek Approval of Plan Outline on June 3 US RENAL: Moody's Assigns Corporate Family Rating at 'B2' US RENAL: S&P Assigns Corporate Credit Rating at 'B' USEC INC: Board of Directors Elected at Annual Meeting VALASSIS: Board OKs Reinstatement of Stock Repurchase Program VILLAGE POINTE: Case Summary & 4 Largest Unsecured Creditors VISTEON CORP: Agrees to Examiner Probe on Plan VITERRA INC: Moody's Assigns 'Ba1' Rating on C$500 MiL. Notes WALLACE TERRACE: Voluntary Chapter 11 Case Summary WILMINGTON ON DREXEL: Case Summary & 20 Unsecured Creditors YRC WORLDWIDE: Says Relief From 2011 Pension Costs "Is Critical" * Corporate Credit Risk Index Rises to Highest in Almost 3 Months * Canadian Bankruptcies Rise 8.2% in February 2010 * U.S. Senate Approves 'Too Big To Fail' Compromise * Alan Feld Joins Sheppard Mullin * BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers Into Winners! ********* 445 E. DEERPATH: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 445 E. Deerpath Rd., LLC 417 E. Deerpath Road, Suite 300 Lake Forest, IL 60045 Bankruptcy Case No.: 10-20187 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Carol A. Doyle Debtor's Counsel: Richard N. Golding, Esq. The Golding Law Offices, P.C. The Boyce Building 500 North Dearborn Street, Second Floor Chicago, IL 60654 Tel: (312) 832-7885 Fax: (312) 755-5720 E-mail: rgolding@goldinglaw.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-20187.pdf The petition was signed by Patrick Maloney, member-manager. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Patrick & Cynthia Maloney 10-20171 05/03/10 ABITIBIBOWATER INC: DIP Facility Extended by 15 Months ------------------------------------------------------ Judge Kevin Carey granted the request of AbitibiBowater Inc. and its units to enter into a Sixth Amendment of their DIP Credit Agreement. The Sixth Bowater DIP Amendment extends the maturity date of the DIP Credit Agreement to May 5, 2010, and provides: (i) that the maturity date will be extended to 15 months following the Closing if, as of May 4, 2010, the Credit Parties have filed reorganization plans in their cases; and (ii) further that the maturity date will be extended to 18 months following the Closing Date if, as of the last day of the 15th month following the Closing Date, the Credit Parties will have used their best efforts, as determined by the sole discretion of the Required Lenders, to pursue confirmation of those reorganization plans. In recent events, AbitibiBowater delivered to the U.S. and Canadian Courts a Chapter 11 Reorganization Plan and a CCCA Plan of Compromise in draft form on May 4, 2010. Mr. Justice Clement Gascon of the Canadian Debtors' CCAA proceedings also authorized the entry of the Bowater Debtors into the Sixth DIP Amendment. The Canadian Court recognizes Judge Carey's ruling on the Sixth DIP Credit Amendment and affords the U.S. ruling full force and effect in all provinces and territories of Canada with respect to the Canadian Debtors. A full-text executed copy of the Sixth Amendment to the DIP Credit Agreement is available for free at: http://bankrupt.com/misc/ABH_6thDIPAmendment.pdf About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Movants for Equity Committee Must File Motion ----------------------------------------------------------------- Bankruptcy Judge Kevin Carey held a status conference on April 27 in connection with various requests submitted to the Bankruptcy Court for the appointment of an equity committee in the Chapter 11 proceedings of AbitibiBowater Inc. and its debtor affiliates. In light of the decision of the U.S. Trustee to decline an equity committee appointment, the Court entered an order on April 30, 2010, ruling that any party who seeks the appointment of an equity committee in the Debtors' cases must file a formal motion with the Clerk of the Court on notice to all appropriate parties in accordance with all applicable federal and local bankruptcy rules. If an equity committee appointment motion is filed, the Court will hold a hearing to consider the request on a date and time yet to be determined. As previously reported, Burr Timothy Cooper, Josephine A. Cooper, Matthew J. Resnick and Peter Shah, all shareholders of the Debtors, delivered separate letters to the Court on April 12 and 13, 2010, to seek the formation of an official committee of equity security holders in the Debtors' cases. About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Unsecured Creditors Impaired Under Plan ----------------------------------------------------------- AbitibiBowater Inc. and certain of its U.S. and Canadian subsidiaries on May 4, 2010, filed with courts in Canada and the United States a Debtors' Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code and CCAA Plan of Reorganization and Compromise in draft form. The Plan is a framework for the final forms expected to be filed in the near term and is not being filed for the purpose of soliciting votes and remains subject to finalization. The Company intends to file with the courts an amended Plan containing more detailed economic terms, along with disclosure documents and proxy materials providing information on the Plan and voting procedures. A classification scheme and resultant forms of recoveries for all Company creditors is proposed in the Plan. Under the U.S. Debtors' Plan, the claims against and interests in the U.S. Debtors are grouped into nine classes: Class 1 - Priority Non-Tax Claims Class 2 - Bowater Secured Bank Claims Class 3 - BCFPI Secured Bank Claims Class 4 - ACCC Term Loan Secured Guaranty Claims Class 5 - Other Secured Claims Class 6 - Unsecured Claims Class 7 - Convenience Claims Class 8 - Intercompany Claims and Intercompany Interests Class 9 - Common Stock Claims and Interests Administrative Claims; Priority Tax Claims; DIP Facility Claims; Securitization Claims; and Adequate Protection Claims are not classified. Under the U.S. Debtors' Plan, non-disputed prepetition secured, administrative, debtor-in-possession and other priority claims would be paid in full in cash, or satisfied as otherwise agreed, at emergence. Unsecured claims would receive a pro rata share of equity in the reorganized company upon emergence, subject to certain conditions. The Plan provides that the Company's current common stock will be cancelled and holders will receive no recoveries. The plan framework doesn't indicate the particular claim recoveries. Notwithstanding, unsecured claims in Classes 6 and 7 are impaired, meaning holders of these claims may not see a full recovery of their allowed claims. Moreover, holders of claims in Classes 6 and 7 are entitled to vote on the Plan. Under the CCAA Plan, affected claims are grouped into 20 classes. The Debtors said details on the extent of recovery for unsecured creditors will be outlined in forthcoming disclosures. The Plan does not provide for the substantive consolidation of any of the Debtors' estates. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to a Bankruptcy Court order. Accordingly, the Plan constitutes a separate plan of reorganization for each Debtor in the Chapter 11 Cases, including the Cross-Border Debtors, and the CCAA Plan constitutes a separate plan of restructuring and compromise for each entity subject to the CCAA Proceedings, including the Cross-Border Debtors. Before emerging from creditor protection, the Company must secure adequate exit financing and complete efforts to address labor costs and pension issues, as well as satisfy other conditions set forth in the Plan. The Debtors also contemplate a rights offering to raise additional funding for the Plan. Prior to emergence, a new Board of Directors will be designated for the Company. The Plan will ultimately require approval by the creditors and the courts. "The filing of these documents is an important step in AbitibiBowater's creditor protection proceedings and a precursor to a key milestone we intend to reach in the near future with the filing of the Plan's disclosure documents and proxy materials," stated David J. Paterson, President and Chief Executive Officer. "While we recognize the consequences this Plan outlines for our current common stockholders, this result was necessary in order to meet our overall obligations to creditors and effectively restructure for the future." More information about AbitibiBowater's restructuring process can be found at http://www.abitibibowater.com/or by calling toll- free 888 266-9280. International callers should dial 503 597- 7698. A full-text copy of the U.S. Debtors' Plan is available at no charge at http://bankrupt.com/misc/2070_ABHUSPlan.pdf A full-text copy of the Canadian Debtors' Plan is available at no charge at http://bankrupt.com/misc/2071_ABHCCAAPlan.pdf About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMCORE FINANCIAL: Receives Notice of Default -------------------------------------------- AMCORE Financial Inc., a bank holding company, said in a regulatory filing that it received a notice of default and a demand from lender JPMorgan Chase Bank, N.A., for payment of a $11.7 million credit facility. On April 29, 2010, JPMorgan provided to AMCORE Financial a notice of default and demand for payment of the amounts due to JPMorgan under the Credit Agreement, dated as of August 8, 2007 and amended as of October 10, 2008, March 3, 2009, July 31, 2009 and December 18, 2009, between the Company and JPMorgan, due to the occurrence and continuation of events of default under the Credit Facility. The Acceleration Notice notified AMCORE of the acceleration of and demand for immediate payment of the entire amount of the funds that it owes to JPMorgan including all interest accrued and unpaid thereon under the Credit Facility on or before the close of business on May 7, 2010. As of April 28, 2010, the balance due under the Credit Facility consisted of principal in the amount of $11,687,222 and accrued interest in the amount of $55,682, for a total payoff of $11,742,905. The Company was also notified that on April 27, JPMorgan exercised its right of setoff against the remaining balance in the Pledged Account identified in the Deposit Account Pledge Agreement, dated December 18, 2009. The Payoff Amount has taken the foregoing setoff into account. About AMCORE Financial Rockford, Ill.-based AMCORE Financial, Inc. -- http://www.AMCORE.com/-- is a registered bank holding company incorporated under the laws of the State of Nevada in 1982. The operations are divided into three business segments: Commercial Banking, Consumer Banking, and Investment Management and Trust. MCORE directly owns AMCORE Bank, N.A., a nationally chartered bank. Deloitte & Touche LLP, in Milwaukee, Wisconsin, expressed substantial doubt about the Company's ability to continue as a going concern, after the Company reported significant operating losses in 2008 and 2009. The Company reported a net loss of $223.8 million for the year ended December 31, 2009, from a net loss of $97.8 million for 2008. The Company's balance sheet as of December 31, 2009, showed $3.777 billion in assets, $3.741 billion of debts, and $36.0 million of stockholders' equity. * * * At the end of April 2010, Fitch Ratings downgraded the Issuer Default Ratings of AMCORE Financial and its banking subsidiary AMCORE Bank to 'D' from 'C' after the Federal Deposit Insurance Corporation's action of placing AMCORE Bank into receivership. AMERICAN AXLE: Posts $16.3 Million Net Income for 1st Qtr. 2010 --------------------------------------------------------------- American Axle & Manufacturing Holdings Inc. reported its financial results for the first quarter of 2010. First Quarter 2010 Results: * First quarter 2010 sales of $521.9 million * Non-GM sales of $124.1 million, nearly 24% of total net sales * Gross profit of $87.3 million, or 16.7% of sales * Operating income of $42.0 million, or 8.0% of sales * Net income of $16.3 million, or $0.22 per share * Net cash provided by operating activities of $79.0 million, includes a $48.8 million U.S. income tax refund * Free cash flow of $61.1 million, a $126.7 year-over-year increase The Company's balance sheet at March 31, 2010, showed $1.9 billion in total assets and $2.5 billion in total liabilities, for a $545.0 million stockholders' deficit. AAM recorded net earnings of $16.3 million or $0.22 per share for the first quarter. This compares to a net loss of $32.7 million or $0.59 per share in the first quarter of 2009. In the first quarter of 2009, AAM incurred $12.3 million, or $0.22 per share, of special charges and non-recurring operating costs, primarily related to hourly and salaried workforce reductions, plant closures and other actions to redeploy underutilized assets to avoid future capital spending. "AAM's financial results for the first quarter of 2010 continued a positive trend of improved profit and cash flow performance," said AAM's Co-Founder, Chairman of the Board and Chief Executive Officer, Richard E. Dauch. "These results reflect the favorable impact of improving global industry conditions and the structural benefit of our focused and continuing efforts to sustain reductions in AAM's fixed cost structure and operating breakeven level." Net sales in the first quarter of 2010 increased approximately 30% on a year-over-year basis to $521.9 million as compared to $402.4 million in the first quarter of 2009. On a sequential basis, net sales in the quarter increased approximately 12% as compared to the fourth quarter of 2009. Customer production volumes for the North American light truck and SUV programs that AAM currently supports for GM and Chrysler were up approximately 25% in the first quarter of 2010 as compared to the first quarter of 2009. Non-GM sales in the first quarter of 2010 increased approximately 30% on a year-over-year basis to $124.1 million, or 23.8%of total sales. On a sequential basis, non-GM sales in the quarter increased approximately 21% as compared to the fourth quarter of 2009. AAM's content-per-vehicle is measured by the dollar value of its product sales supporting GM's North American light truck and SUV programs and Chrysler's heavy duty Dodge Ram pickup trucks. For the first quarter of 2010, AAM's content-per-vehicle was $1,390. Gross profit in the first quarter of 2010 increased $60.2 million on a year-over-year basis to $87.3 million, or 16.7% of sales, as compared to the first quarter of 2009. On a sequential basis, gross profit in the quarter increased approximately 28% as compared to the fourth quarter of 2009. Gross profit in the first quarter of 2010 reflects the adverse impact of an arbitration ruling related to the transfer of certain production from the Detroit Manufacturing Complex to another AAM facility. In connection with the arbitrator's ruling, AAM recorded a liability for back wages and benefits owed to certain UAW represented associates at the Detroit Manufacturing Complex. Operating income in the first quarter of 2010 was $42.0 million, or 8.0% of sales. Net income in the first quarter of 2010 was $16.3 million, or 3.1% of sales. AAM's SG&A spending in the first quarter of 2010 was $45.3 million as compared to $43.8 million in the first quarter of 2009. AAM's R&D spending for the first quarter of 2010 was approximately $19.1 million as compared to $18.7 million in 2009. AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sales of equipment. Net cash provided by operating activities in the first quarter of 2010 was $79.0 million. Capital spending net of proceeds from the sales of equipment in the first quarter of 2010 was $17.9 million. Reflecting the impact of this activity, AAM generated $61.1 million of positive free cash flow in the quarter. In the first quarter of 2009, AAM's free cash flow use was $65.6 million. Included in AAM's first quarter of 2010 free cash flow is a $48.8 million U.S. income tax refund AAM received in connection with a special 5-year net operating loss carryback election included in the Worker, Home Ownership and Business Act of 2009. As of March 31, 2010, AAM had total available liquidity greater than $500 million, consisting of available cash, short-term investments and committed borrowing capacity on AAM's U.S. credit facilities. This compares to a committed liquidity position of approximately $481 million at December 31, 2009. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6153 About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of the Company's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana and Pennsylvania), the Company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotand, South Korea and Thailand. AMERICAN AXLE: Eagle Asset Holds 4.36% of Common Stock ------------------------------------------------------ Eagle Asset Management, Inc., disclosed it may be deemed to beneficially own 3,127,041 shares or roughly 4.36% of the common stock of American Axle & Manufacturing Holdings, Inc. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of the Company's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana and Pennsylvania), the Company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotand, South Korea and Thailand. The Company's balance sheet as of Dec. 31, 2009, showed $1.987 billion in assets and $2.547 billion of debts, for a $559.9 million stockholders' deficit. AMERICAN AXLE: Reports Results of Annual Stockholders' Meeting -------------------------------------------------------------- American Axle & Manufacturing Holdings, Inc., on April 29, 2010, held its annual meeting of stockholders. A total of 58,999,488 of the Company's shares were present or represented by proxy at the meeting. AAM's stockholders elected three nominees -- Salvatore J. Bonanno, Sr.; Elizabeth A. Chappell; and Dr. Henry T. Yang -- as directors to serve for three-year terms expiring at the annual meeting of stockholders in 2013. The stockholders also ratified the appointment of Deloitte & Touche LLP as AAM's independent registered public accounting firm for the year ending December 31, 2010. The appointment will continue at the discretion of the Audit Committee. The Company noted that, although ratification of the appointment is not required by AAM's bylaws or otherwise, the Deloitte proposal was submitted for stockholder vote as a matter of good governance. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of the Company's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana and Pennsylvania), the Company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotand, South Korea and Thailand. The Company's balance sheet as of Dec. 31, 2009, showed $1.987 billion in assets and $2.547 billion of debts, for a $559.9 million stockholders' deficit. AMERICAN AXLE: Cancels Shares Issuable Under 401(k) Plans --------------------------------------------------------- American Axle & Manufacturing Holdings, Inc., filed with the Securities and Exchange Commission a Post-Effective Amendment No. 1 to Registration on Form S-8, Registration No. 333-70466 to deregister certain Company shares that were registered for issuance pursuant to the American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate Associates and the American Axle & Manufacturing, Inc. Salaried Savings Plan. The Registration Statement registered 2,000,000 Shares issuable pursuant to the 401(k) Plans to employees who elected to purchase Shares under the 401(k) Plans. The Registration Statement is amended to deregister the remaining unissued Shares following the elimination of Company stock as an investment option under the 401(k) Plans. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. American Axle is the principal supplier of driveline components to General Motors for its rear-wheel drive light trucks and SUVs manufactured in North America, supplying substantially all of GM's rear axle and front four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were roughly 78% of the Company's total net sales in 2009, 74% in 2008 and 78% in 2007. In addition to locations in the United States (Michigan, New York, Ohio and Indiana and Pennsylvania), the Company also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotand, South Korea and Thailand. The Company's balance sheet as of Dec. 31, 2009, showed $1.987 billion in assets and $2.547 billion of debts, for a $559.9 million stockholders' deficit. AMR CORP: American Unit Reports April 2010 Traffic -------------------------------------------------- American Airlines reported an April load factor of 82.0%, an increase of 0.7 points versus the same period last year. Traffic decreased 1.3% and capacity decreased 2.1% year over year. Domestic traffic increased 0.2% year over year on 0.2% more capacity. International traffic decreased by 3.9% relative to last year on a capacity decrease of 5.7%. The decline in International traffic and capacity in April was a result of the partial closure of European airspace due to volcanic ash. American boarded 7.1 million passengers in April. Meanwhile, AMR's regional unit, American Eagle reported that its April traffic increased 8.7% year over year as capacity increased 8.8%. April load factor was 72.5%, down 0.1% when compared to the same period last year. American Eagle boarded nearly 1.6 million passengers in April. 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: Has Tentative Labor Deal with Transport Workers Union --------------------------------------------------------------- Missy Latham, American Airlines labor spokesperson, on Wednesday said American Airlines and the Transport Workers Union have reached a tentative agreement in principle for the Mechanic and Related workgroup. "This tentative agreement provides our mechanics with market-based compensation, including structural increases, and enhancements to other contract items such as vacation, holidays and sick leave. It also provides American additional flexibility in its maintenance operation," Ms. Latham said. "Both parties worked hard and put a significant amount of time and effort into this negotiating process to reach a tentative agreement that recognizes the interests of our TWU-represented employees and the company. "It is our understanding the TWU is recommending the ratification of the tentative agreement and will provide details regarding its terms and the ratification process to its members in the coming days. "American Airlines has more than 50,000 employees represented by unions, including approximately 11,500 under this tentative agreement." * * * The Wall Street Journal's Mike Esterl reports that the tentative labor agreement partially eases the threat of work disruptions at American. The Journal notes American has been mired in contentious negotiations for more than a year with pilots, flight attendants and ground workers. The Journal says unions are attempting to claw back big concessions on pay and benefits made in 2003, which helped keep the airline out of bankruptcy court. The Journal reports that American said the new contract for mechanics and related workers, if signed, would cover about 11,500 employees. The airline has about 78,000 workers overall, including regional affiliate American Eagle. According to the Journal, the proposed three-year contract with mechanics calls for a signing bonus of 6%, to be paid in a lump sum, and structural pay increases of 3% in 2010, 1.5% in 2011 and 1.5% in 2012. According to the Journal, Ms. Latham said American is expected to resume federally mediated talks with flight attendants on May 18, as well as mediated talks with about 9,000 fleet service workers represented by TWU on May 25. ANDRE CHREKY: Seeks Permission to Give Amex Gift Cards to Staff --------------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that Andre Chreky Salon and Spa is seeking permission from the U.S. Bankruptcy Court in Washington D.C. to celebrate its 13th year anniversary this month by distributing $7,500 in American Express gift cards and gift checks to all but two of its 36 employees; Mr. Chreky and his wife Serena wouldn't receive the gifts. According to the report, Mr. Chreky says the proposal will boost employees' morale and ensure they don't move to a rival salon. "The debtor operates in a highly competitive market within the personal services industry and the continued success of the debtor's business and, ultimately, its reorganization depends almost entirely upon the debtor's ability to attract and, more importantly, retain the top stylists and service providers in the D.C. area," Chreky wrote in court papers, according to the report. The report also notes customers can get in on the celebration as the salon is offering to hand out complimentary Velcro roller sets in addition to special $13 treatments, including a Mother's Day manicure. Andre Chreky, Inc., filed for bankruptcy on March 19, 2010 (Bankr. D. D.C. Case No. 10-00267). Andre Chreky also filed a separate petition on the same day (Bankr. D. D.C. Case No. 10-00268). Richard Edwin Lear, Esq., at Holland & Knight LLP, in Washington, DC, serves as bankruptcy counsel. The petition listed both assets and debts between $1,000,001 and $10,000,000. AUGUSTA APARTMENTS: Hearing on Trustee Appointment Set for May 10 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of West Virginia will consider at a hearing on May 10, 2010, at 10:00 a.m., the motion to appoint Chapter 11 trustees in the case of Augusta Apartments, LLC, et al. The hearing will be held at the Bankruptcy Courtroom (3rd Floor), Federal/Post Office Building, 12th & Chapline Streets, Wheeling, West Virginia. First United Bank and Trust, a secured creditor, sought for the appointment of Chapter 11 trustees in each of the cases of Augusta Apartments, LLC, McCoy 6, LLC, and Grand Central Building, LLC, because of: -- the unauthorized use of cash collateral by Augusta; -- the management of each of the three related Debtors is vested in the control of four brothers; viz; Benjamin Warner, Kristian Warner, Andrew Warner and Monroe Warner; and -- the Warners were paid during the pendency of the instant case from the assets of Augusta and Grand Central. About Augusta Apartments, LLC Morgantown, West Virginia-based Augusta Apartments, LLC, filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D. W.Va. Case No. 10-00303). Robert O. Lampl, Esq., at Robert O Lampl Law Office, assists the Company in its restructuring efforts. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. AVIS BUDGET: Inks Confidentiality Deal to Access DTAG Data Room --------------------------------------------------------------- Avis Budget Group, Inc., has delivered to the Board of Directors of Dollar Thrifty Automotive Group, Inc., a signed copy of a confidentially agreement that would allow Avis access to Dollar Thrifty's data room. "We expect that there will be a level playing field to participate in your Board's process on the same terms as other parties. In addition, we are proceeding on the assumption that this Confidentiality Agreement is identical to the one signed by Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive Officer, said in an accompanying letter. "We expect that we will be given access to all of the due diligence information made available to Hertz and access to Dollar Thrifty management. In addition our financial advisor will forward to your financial advisor our preliminary request list covering certain specific diligence items. "We look forward to commencing the due diligence process expeditiously." A full-text copy of the Confidentiality Agreement is available at no charge at http://ResearchArchives.com/t/s?6194 As reported by the Troubled Company Reporter on April 27, 2010, Hertz and Dollar Thrifty signed a definitive agreement providing for Hertz to acquire Dollar Thrifty for a purchase price of $41.00 per share, in a mix of cash and Hertz common stock. The deal is valued at $1.27 billion. The $41.00 per share purchase price is comprised of 80% cash consideration and 20% stock consideration. The stock is at a fixed exchange ratio of 0.6366 per share, based upon a Hertz common stock closing price of $12.88 per share on April 23, 2010. The $41.00 per share purchase price represents approximately a 19% premium to the 30-day average closing price of Dollar Thrifty's common stock. At the closing, Hertz will issue an aggregate of 18 million shares of its common stock (excluding shares issuable upon the exercise of options that are being converted to Hertz options) and pay an aggregate of $750 million in cash (excluding the special $200 million Dollar Thrifty dividend). Hertz will also assume or refinance Dollar Thrifty's existing fleet debt, outstanding at closing. Upon the close of the transaction, Dollar Thrifty stockholders will own 5.5% of the combined company on a diluted basis. Dollar Thrifty will become a wholly owned subsidiary of Hertz and Dollar Thrifty common stock will cease trading on the NYSE. Barclays Capital acted as lead financial advisor to Hertz and Bank of America Merrill Lynch also provided advice. Hertz also worked with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and the law firm of Cleary Gottlieb Steen & Hamilton LLP. Rival Avis Budget Group, Inc., on May 3 indicated to Dollar Thrifty's Board of Directors it would like to make a substantially higher offer to acquire Dollar Thrifty. Avis Budget has hired Citigroup as financial advisor and Kirkland & Ellis LLP as legal counsel to advise on a possible deal with Dollar Thrifty. About Avis Budget Group Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides vehicle rental services, with operations in more than 70 countries. Through its Avis and Budget brands, the Company is a leading vehicle rental company in each of North America, Australia, New Zealand and certain other regions based on published airport statistics. Avis Budget Group is headquartered in Parsippany, N.J. and has more than 22,000 employees. At December 31, 2009, the Company had $10.093 billion in total assets against total current liabilities of 1.284 billion, total liabilities exclusive of liabilities under vehicle programs of $4.033 billion, and liabilities under vehicle programs of $5.828 billion, resulting in stockholders' equity of $222 million. * * * Avis Budget Car Rental LLC continues to carry Moody's Investors Service's B2 corporate family rating. Avis Budget Group Inc. carries Standard & Poor's Ratings Services' B+ corporate credit rating. About Hertz Corp. Hertz Corporation, headquartered in Park Ridge, New Jersey, is an automobile and equipment rental company. Hertz carries Moody's B1 Corporate Family Rating and Probability of Default Rating. About Dollar Thrifty Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value- conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion in total assets and $2.25 billion in total liabilities. In November 2009, Standard & Poor's Ratings Services raised its corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in light of the Company's improved operating and financial performance that began in mid-2009. Moody's Investors Service also upgraded Dollar Thrifty's Probability of Default Rating to 'B3' from 'Caa2' and Corporate Family Rating to 'B3'. BARRIC ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Barric Enterprises LLC 1628 N Columbia Blvd Portland, OR 97217 Bankruptcy Case No.: 10-33969 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court District of Oregon Judge: Trish M. Brown Debtor's Counsel: R. Scott Phillips 9115 SW Oleson Rd #203 Portland, OR 97223 Tel: (503) 469-1229 E-mail: scott@wcslawfirm.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 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/orb10-33969.pdf The petition was signed by Eric Wentland, owner/member. BEAZER HOMES: Fitch Upgrades Issuer Default Rating to 'B-' ---------------------------------------------------------- Fitch Ratings has upgraded Beazer Homes USA, Inc.'s Issuer Default Rating and other outstanding debt ratings: -- Issuer Default Rating to 'B-' from 'CCC'; -- Secured revolving credit facility to 'BB-/RR1' from 'B+/RR1'; -- Second lien secured notes to 'BB-/RR1' from 'B+/RR1'; -- Senior unsecured notes to 'B-/RR4' from 'CC/RR5'; -- Convertible senior notes to 'B-/RR4' from 'CC/RR5'; -- Convertible subordinated notes to 'CC/RR6' from 'C/RR6'; -- Junior subordinated debt to 'CC/RR6' from 'C/RR6'. Fitch has also assigned a 'B-/RR4' rating to Beazer's offering of $300 million of senior unsecured notes due 2018. The issue is ranked on a pari passu basis with all other senior unsecured debt. Proceeds from this debt issuance will be used to redeem its outstanding senior notes due 2012. The Rating Outlook is Stable. The Recovery Rating of 'RR1' on Beazer's secured credit revolving credit facility and second-lien secured notes indicates outstanding recovery prospects for holders of these debt issues. The 'RR4' on Beazer's senior unsecured notes indicates average recovery prospects for holders of these debt issues. Beazer's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. The 'RR6' on the company's mandatory convertible subordinated notes and junior subordinated notes indicates poor recovery prospects for holders of these debt issues in a default scenario. Fitch applied a liquidation value analysis for these RRs. The upgrade of Beazer's IDR reflects the company's improved capital structure as a result of the completed $447.6 million equity and debt offering, comprised of approximately $72.6 million of common stock, $75 million of tangible equity units, and $300 million of senior unsecured notes due 2018. Net proceeds from these transactions, totaling $435.9 million, will be used to fund (or replenish cash used to fund) debt repurchases, including the anticipated redemption of $303.6 million of the company's 8 3/8% senior unsecured notes due 2012 and $154.5 million of its 4 5/8% convertible notes due 2024. (Note: Holders of Beazer's $154.5 million convertible senior notes have the right to require the company to purchase all or any portion of this debt issue for cash on June 15, 2011.) Following these proposed debt redemptions, Beazer will not have any major debt maturities until November 2013, when $164 million of senior notes become due. Nevertheless, the company will continue to have a substantial debt position and high leverage following these transactions. The Stable Outlook reflects the company's healthier liquidity position, improving home closing and order trends, as well as better prospects for the housing sector this year. The company reported revenues of $198.2 million during the second quarter of 2010 (2Q'10, ended March 31, 2010), a 6.2% increase compared to the same period last year. Total deliveries increased 5.6% while the average sales price grew 0.3% during the quarter. Gross margins, excluding impairment charges, improved 720 basis points to 18.3% during the second quarter. SG&A expenses as a percentage of sales remain elevated at 22.6% during the 2Q'10 but are lower than the 35.5% recorded last year. Beazer reported a pre-tax income of $4.6 million during 2Q'10, which included $10.2 million of inventory impairment charges and a $52.9 million gain on extinguishment of debt. The pre-tax loss for 2Q'09 was $120.4 million, including $42.9 million of inventory impairment charges. Net orders for the quarter increased 48.8% to 1,673 homes, the third straight quarter of year-over-year improvement in net orders. Beazer had 1,781 homes in backlog with a value of $394.5 million at the end of the second quarter. Cancellation rates improved to 17.6% during 2Q'10 from 29.8% last year and 26.9% during the prior quarter. Beazer generated cash flow from operations of $22.3 through the first half of its fiscal year 2010, which included $102 million of tax refunds. Cash flow from operations totaled $99.5 million for the latest 12 months from March 31, 2010. The company ended the March 2010 quarter with $524.5 million of unrestricted cash. For all of fiscal 2010, Fitch expects Beazer to be cash flow negative, excluding the second-quarter tax refund of $102 million, as the company starts to rebuild its land position (through land purchases and development spending). Beazer amended its secured revolving credit facility in 2009, reducing the size from $150 million to $22 million, and the facility is provided by one lender. The amended facility will continue to provide for working capital and letter of credit needs collateralized by either cash or assets of the company. Beazer also entered into three stand-alone, cash-secured, letters of credit agreements with banks to maintain pre-existing letters of credit that had been outstanding under the $150 million revolver. Consistent with Fitch's comment on certain homebuilders' termination of revolving credit facilities, in the absence of a traditional 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. Housing apparently bottomed during 2009, and a so far 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 Federal government's continuing efforts to modify foreclosures may finally show some success in 2010. 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 the activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. C. BEAN: Has Access to Prepetition Lender's Cash Until May 14 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas authorized, on an interim basis, C. Bean Transport, Inc., to access cash collateral until May 14, 2010. The Court is yet to schedule a final hearing on the cash collateral. General Electric Capital Corporation asserts a security interest and lien in all accounts receivable of the Debtor and proceeds thereof. Federal Financial Credit, Inc., asserts a security interest and lien in all accounts receivable of the Debtor and proceeds thereof, which FFCI is believed to recognize is junior to the interest of GECC in accounts receivable. The Debtor is engaged in discussion with GECC and FFCI seeking a consensual cash collateral order, which, if achieved, will be presented to the Court. The accounts receivable are generated by the operations of the Debtor through its two operating divisions, the Dry Van Division of Fort Smith, Arkansas, and the Flat Bed Division of Amity, Arkansas. As of March 19, 2010, the C. Bean accounts receivable include a face value amount of $1,690,836 for the Fort Smith, Arkansas, Dry Van Division, and $591,497 for the Flat Bed Division of Amity, Arkansas. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. The Debtor said that GECC and FFCI are adequately protected for the use of its cash collateral due to the equity in other assets in which each holds or does not have a security interest. As additional adequate protection, the Debtor will grant GECC and FFCI replacement liens in estate property in the same priority as those parties enjoyed prepetition subject to a determination that GECC and FFCI have properly perfected and valid security interests in the property pursuant to their loan documents with the Debtor. About C. Bean Transport Amity, Arkansas-based C. Bean Transport, Inc., filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360). Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel & Anderson, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CALPINE CORPORATION: Moody's Raises Corp. Family Rating to 'B1' --------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Calpine Corporation including its Corporate Family Rating, its senior secured notes, and its secured revolver and term loan to B1 from B2, and upgraded the senior secured notes at Calpine Construction Finance Company, L.P.'s to Ba3 from B1. Moody's also affirmed Calpine's speculative grade liquidity rating of SGL-2. The rating outlook for Calpine and CCFC is stable. "Calpine's upgrade is reflective of continuing improvement in overall financial performance," stated A.J. Sabatelle, Senior Vice President of Moody's. "The planned acquisition of the Connectiv generation assets coupled with initiatives to increase longer-term contractual revenues over the intermediate term underpins the higher rating," added Mr. Sabatelle. At December 31, 2009, Moody's calculates the ratio of Calpine's cash flow (CFO-pre-WC) to debt at 7.2%, its cash flow coverage of interest at nearly 2.0x and its free cash flow to debt at 5.9%. All of these metrics represent a meaningful improvement from year- end 2008. The first quarter results provides additional support for Calpine to meet near-term financial targets consistent with a B1 CFR, including free cash flow to debt of around 5.0% over the intermediate term. The upgrade factors in actions taken by the company to produce more predictable cash flow and earnings on a sustainable basis over the next three years. In addition to the Connectiv generation asset acquisition, which will provide fairly predictable capacity revenues in the near-term, Calpine's results will be aided by new contracted projects being developed in California as well as additional bilateral arrangements in place between the company and various end-users. Consequently, Moody's believe Calpine's financial performance will continue its improving trend over the next few years, positioning the company reasonably well as a strong B- rated unregulated wholesale power company. The rating action considers the incremental contribution to Calpine's earnings and cash flow from the planned Connectiv generation asset acquisition, as well as the increased diversification to operations, as the transaction will greatly increase Calpine's footprint in PJM. While Moody's calculate that about 30% of the capacity expected to be acquired is old and less efficient, all of the capacity receives some form of capacity payment, which should continue given the locational value of several of these assets. Moody's understands that Calpine has arranged a $1.3 billion secured term loan which along with cash on hand will be used to finance this acquisition. Importantly, Calpine agreed to sell its Rocky Mountain and Blue Spruce natural-gas fired generation plants to Public Service Company of Colorado for $739 million, which when completed will reduce consolidated debt by $400 million and provide Calpine with net cash proceeds of around $400 million. Completion of this asset sale is incorporated in the rating action. The rating upgrade for CCFC reflects the significant interrelationship between Calpine and CCFC as more than 80% of CCFC's operating revenues are derived through capacity payments from Calpine to CCFC under 10 year tolling arrangements. Through various subsidiaries, Calpine is also responsible for the maintenance, operation, and delivery of fuel to the CCFC plants through bilateral agreements, all of which are guaranteed by Calpine. Capacity payments from these 10-year tolling arrangements along with separate contractual arrangements between subsidiaries of CCFC and two electric cooperatives provide a high degree of steady, predictable cash flow over the life of the debt, albeit largely sourced from a B1 CFR counterparty. CCFC's Ba3 senior secured rating recognizes the strong collateral coverage at this subsidiary as debt/KW is less than $300/KW providing CCFC bondholders with substantial protection, particularly given the age and efficiency of the CCFC assets. The speculative grade rating of SGL-2 reflects Moody's view that Calpine will have good liquidity over the next 12 months based upon internal cash flow generation, balance sheet liquidity, and headroom under the company's covenants. During 2009, Moody's calculates Calpine generated free cash flow of $582 million and expects the company to generate around $500 million of free cash flow during 2010. At March 31, 2010, Calpine had unrestricted cash of more than $1.1 billion and access to credit facilities of around $800 million. While cash on hand will decrease by $540 million when the Connectiv assets are acquired, cash on hand is expected to be replenished from both internal sources and from the completion of the asset sale with PSCO. Moody's expects the company to be able to satisfy its maturing debt requirements over the next 12 months from internal sources, and expects the company to remain comfortably in compliance with the three financial covenants in its credit facilities. With respect to other forms of liquidity, virtually all of the company's assets are pledged to creditors under either project level subsidiary agreements or under the company's first lien credit agreements. However, the value ascribed to the Rocky Mountain and Blue Spruce transaction supports a view that Calpine's highly efficient fleet of natural- gas fired generation could provide a meaningful source of future alternative liquidity for the company. Calpine's and CCFC's rating outlook is stable reflecting Moody's expectation for continued execution of the company's strategy through strong plant performance and a carefully implemented hedging strategy which is expected to result in free cash flow generation helping to facilitate further consolidated debt reduction. Calpine's CFR could be upgraded if the company's ratio of free cash flow to debt reaches the high single digits, its cash flow to debt exceeds 12%, and cash coverage of interest expense is above 2.3x on a sustainable basis. However, should poor operating performance across the fleet emerge or weaker than expected energy markets lead to a decline in expected cash flows resulting in the ratio of cash flow to interest expense falling below 1.8 x or cash flow to debt declining to below 7% for an extended period, the rating could be downgraded. Moody's last rating action on Calpine and CCFC occurred on April 21, 2010, when the ratings were affirmed with a positive outlook. The ratings for Calpine's and CCFC's individual securities were determined using Moody's Loss Given Default (LGD) methodology. Upgrades: Issuer: Calpine Construction Finance Company, L.P. -- Senior Secured Regular Bond/Debenture, Upgraded to Ba3, LGD3, 42% from B1, LGD3, 44% Issuer: Calpine Corporation -- Probability of Default Rating, Upgraded to B1 from B2 -- Corporate Family Rating, Upgraded to B1 from B2 -- Senior Secured Bank Credit Facility, Upgraded to B1, LGD4, 50% from B2, LGD4, 52% -- Senior Secured Regular Bond/Debenture, Upgraded to B1, LGD4, 50% from B2, LGD4, 52% Outlook Actions: Issuer: Calpine Construction Finance Company, L.P. -- Outlook, Changed To Stable From Positive Issuer: Calpine Corporation -- Outlook, Changed To Stable From Positive Headquartered in Houston, Texas, Calpine is a major U.S. independent power company with assets of $16.65 billion and an aggregate generating capacity of 24,738 MW, including partnership interests at December 31, 2009. The company owns, leases, and operates natural gas-fueled and renewable geothermal power plants. CAMBRIDGE REALTY: Case Summary & 16 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cambridge Realty West, L.L.C. 901 Convention Center Boulevard, Suite 114 New Orleans, LA 70130 Bankruptcy Case No.: 10-11519 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Jerry A. Brown Debtor's Counsel: Douglas S. Draper, Esq. Heller Draper Hayden Patrick & Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: dsd@hellerdraper.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb10-11519.pdf The petition was signed by Maurice Kansas, managing member. CASA ASSOCIATES: Chapter 11 Case Summary ---------------------------------------- Debtor: Casa Associates, L.P. 1325 South 77 Sunshine Strip, Suite 208 Harlingen, TX 78550 Bankruptcy Case No.: 10-10328 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Brownsville) Judge: Richard S. Schmidt Debtor's Counsel: Ellen C. Stone, Esq. The Stone Law Firm, P.C. 62 E Price Road Brownsville, TX 78521 Tel: (956) 546-9398 Fax: (956) 542-1478 E-mail: ignbro@ellenstonelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $3,138,965 while debts total $2,255,139. The Company did not file a list of creditors together with its petition. The petition was signed by Matthew Zebrowski, President of Kamz Development Corp.,G.P. CATALYST PAPER: Shareholders Elect 9 Directors ---------------------------------------------- Catalyst Paper Corporation reported the voting result at the annual and special meeting of holders of common shares. Shareholders voted in favor of the election of these directors for the ensuing year: (a) Thomas S. Chambers (b) Gary Collins (c) Michel Desbiens (d) William F. Dickson (e) Benjamin C. Duster IV (f) Richard Garneau (g) Denis Jean (h) Jeffrey G. Marshall (i) Amit B. Wadwaney KPMG LLP was also appointed as accountant. A full-text copy of the voting result is available for free at: http://ResearchArchives.com/t/s?6183 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. CATHOLIC CHURCH: Wilmington to Mediate Dispute Over Mediation ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Catholic Diocese of Wilmington Inc. and sexual-abuse claimants will have a mediator who, according to Bankruptcy Judge Christopher Sontchi, will "mediate whether the parties will actually mediate." The parties decided among themselves to mediate and selected a mediator. Judge Sontchi told the parties to work out the terms of mediation in April. Judge Sontchi on May 3 appointed another Delaware bankruptcy judge, Kevin Gross, to be the mediator, after parties were unable to agree on terms of the mediation. Judge Gross, who agreed to accept the role, is to report to Sontchi within 30 days. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CELL THERAPEUTICS: Reports $27-Mil. Loss for March -------------------------------------------------- Pursuant to a request from the Italian securities regulatory authority, CONSOB, Cell Therapeutics Inc. reported that during the month ended March 31, 2010, it recorded a net loss of $27.36 million on net revenue of $7 million, compared with a net loss of $7.83 million on $6 million of net revenue in February. A full-text copy of the Company's report is available for free at http://ResearchArchives.com/t/s?6180 About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company that develops an integrated portfolio of oncology products aimed at making cancer more treatable. Subsequent to the closure of its Bresso, Italy operations in September 2009, CTI's operations are conducted solely in the United States. The Company reported $69.59 million in total assets and $87.73 million in total liabilities, resulting in $18.76 million in stockholders' deficit at Dec. 31, 2009. Going Concern Doubt San Francisco-based Stonefield Josephson, Inc., has included an explanatory paragraph in their report on Cell Therapeutics, Inc.'s December 31, 2009, 2008 and 2007 consolidated financial statements regarding their substantial doubt as to the Company's ability to continue as a going concern. The independent auditors reported that the Company has sustained loss from operations over the audit periods, incurred an accumulated deficit, and has substantial monetary liabilities in excess of monetary assets as of December 31, 2009. Bankruptcy Warning In its Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company warned it does not expect it will have sufficient cash to fund planned operations through the second quarter of 2010, which raises substantial doubt about its ability to continue as a going concern. The Company said if it fails to obtain capital when required, the Company said it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CHEMTURA CORPORATION: $11.4MM Class Suit Settlement Approved ------------------------------------------------------------ Bankruptcy Judge Robert E. Gerber approved Chemtura Corp.'s $11.4 million settlement agreement of a securities class action lawsuit that accused the Company of misleading investors by covering up an antitrust conspiracy, according to Bankruptcy Law360. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CIENA CAPITAL: To Pay $26MM to Resolve U.S. Fraud Claims -------------------------------------------------------- Ciena Capital LLC has reached an agreement with the United States to settle fraud claims related to its small business lending for $26.3 million, the Justice Department disclosed. Ciena and a subsidiary, Business Loan Center, a small business lending company licensed to originate and service loans under Section 7(a) of the Small Business Act, are alleged to have submitted false claims for payment on loans made through the Small Business Administration. The SBA, through various lending programs, provides financial assistance to small businesses by guaranteeing up to 85% of the value of loans made by private lenders. The settlement resolves allegations that Ciena and BLC falsely certified that they complied with SBA regulations when they submitted claims for payment on loans they originated, underwrote, and serviced. Some of these loans defaulted shortly after they were made as a result of Ciena's and BLC's disregard of SBA rules, regulations, and underwriting requirements. Other loans were originated by former BLC Executive Vice President Patrick Harrington, or his office, during his tenure. Harrington pleaded guilty to conspiracy to defraud the United States and was sentenced to 10 years in prison for his prominent role in the fraudulent loan scheme, which included falsifying loan documents, inflating property appraisals, and using straw purchasers to engage in sham transactions. This settlement also resolves allegations that the defendants' parent company, Allied Capital Corporation, is liable for the acts of its subsidiaries. "The United States will not tolerate fraud in lending programs designed to assist small businesses, which are so vital to our nation's economy," said Tony West, Assistant Attorney General for the Civil Division of the Department of Justice. "We will pursue those who seek to take unfair advantage of programs designed to help people start a business and earn a living." The settlement for $26.3 million, which includes a credit for $18.1 million previously negotiated by and paid to the SBA, resolves a lawsuit filed by James R. Brickman and Greenlight Capital Inc., under the qui tam,or whistleblower provisions, of the False Claims Act. Under the False Claims Act, private citizens can bring suit on behalf of the United States and share in any recovery. Mr. Brickman and Greenlight Capital will receive $4.3 million as their share of the government's recovery. On Sept. 30, 2008, Ciena and several of its subsidiaries filed petitions for bankruptcy under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The settlement announced today must be approved by the Bankruptcy Court. "As a result of strong collaboration between SBA's attorneys, the SBA Office of Inspector General, the Justice Department and the U.S. Attorney's Offices in Atlanta and New York, we have recovered a significant amount of the loan loss stemming from Ciena's operations," SBA General Counsel Sara Lipscomb said. "The size of these payments sends a strong message that the government will not tolerate fraud, waste or abuse of SBA programs," said SBA Inspector General Peggy E. Gustafson. This law enforcement action is in part sponsored by the interagency Financial Fraud Enforcement Task Force. The task force was established to wage an aggressive, coordinated, and proactive effort to investigate and prosecute financial crimes. It includes representatives from a broad range of federal agencies, including the SBA, regulatory authorities, inspectors general, and state and local law enforcement who, working together, bring to bear a powerful array of criminal and civil enforcement resources. The task force is working to improve efforts across the federal executive branch and, with state and local partners, investigate and prosecute significant financial crimes, ensure just and effective punishment for those who perpetrate financial crimes, combat discrimination in the lending and financial markets, and recover proceeds for victims of financial crimes. About Ciena Capital Headquartered in New York City, Ciena Capital LLC -- http://www.cienacapital.com/-- offers commercial real estate finance services including loans and long term investment property financing. The Company and 11 affiliates files for Chapter 11 protection on Sept. 30, 2008 (Bankr. S.D. N.Y. Lead Case No. 08- 13783). Peter S. Partee, Esq., and Andrew Kamensky, Esq., at Hunton & Williams LLP, represent the Debtors as counsel. Mark T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP, represent the Official Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their creditors, they listed both assets and debts between $100 million and $500 million. * * * As reported in the Troubled Company Reporter on April 5, 2010, Bankruptcy Law360 reports that Ciena Capital LLC has filed a Chapter 11 reorganization plan that would hand ownership of the company over to its lenders and resolve numerous claims among it, its secured lenders and unsecured creditors, and the federal government. CINEDIGM DIGITAL: Unit Closes $172.5 Million New Credit Facility ---------------------------------------------------------------- Cinedigm Digital Cinema Corp. disclosed the closing of a $172.5 million credit facility co-led by Societe Generale Corporate & Investment Banking and GE Capital Markets. This new credit facility will refinance all existing senior and mezzanine non- recourse debt in the Company's Phase 1 deployment subsidiary, Christie/AIX, through a newly formed bankruptcy remote subsidiary called Cinedigm Digital Funding I, LLC. The facility has received a provisional rating of Ba1 from Moody's Investor Service. The new credit facility will replace the Company's credit facility led by GE Capital Markets in 2006. The new 6-year term loan, provided by a syndicate of 19 institutional lenders led by Societe Generale and GE Capital Markets, will be at a rate of LIBOR +350 basis points with a 1.75% LIBOR floor, improving upon the previous rate of LIBOR +600 basis points with a 2.5% LIBOR floor. This new facility significantly improves upon the terms of the previous credit facility through a combination of reduced borrowing costs to Cinedigm Digital Funding, a more flexible covenant package, a 32 month maturity extension and improved free cash flow to support the payment of service fees to Cinedigm Digital Cinema Services, our service division. This new non-recourse credit facility is secured by the assets of Cinedigm Digital Funding 1, LLC. "We are very pleased to complete this refinancing and to have a provisional rating of Ba1 by Moody's," said Bud Mayo, Chairman and CEO of Cinedigm. " This successful refinancing of our existing debt reaffirms the value of the Phase 1 digital cinema asset base and the critical role Cinedigm plays in driving the exhibition industry's conversion to digital cinema." Adam M. Mizel, CFO and Chief Strategy Officer of Cinedigm, added, "This refinancing marks the next step in our efforts to strengthen Cinedigm's balance sheet, to improve our access to capital and to continue to position the Company for growth. We appreciate the strong capital markets execution and lending support from our long time partners at Societe Generale and GE Capital." "We are excited to have successfully delivered institutional investor commitments for the refinancing of Cinedigm's Phase 1 digital cinema deployment," said Richard Knowlton, Managing Director, Societe Generale, Leveraged Media and Telecom Finance. "Together with GE Capital, we have expanded funding options for the Company's current and future digital cinema rollouts." Michael Rhea, Vice President, GE Capital, Media, Communications & Entertainment, commented, "GE Capital is a long-time supporter of the exhibition industry and of digital cinema. We are pleased to be helping Cinedigm with their Phase 1 refinance and look forward to continuing our strong relationship." About Cinedigm Cinedigm Cinedigm Cinedigm is the leader in providing the services, experience, technology and content critical to transforming movie theaters into digital and networked entertainment centers. The company is a technology and services integrator that works with Hollywood movie studios and exhibitors to bring movies in digital cinema format to audiences across the country. * * * As reported in the Troubled Company Reporter on April 19, 2010, Moody's Investors Service has assigned a provisional rating of (P)Ba1 to a term loan facility being extended to Cinedigm Digital Funding I, LLC, an indirect subsidiary of Cinedigm Digital Cinema Corp. COMMERCIAL VEHICLE: Plans to Perform Assembly at Norwalk Plant -------------------------------------------------------------- Commercial Vehicle Group Inc. said it plans to perform the final assembly of product at its Norwalk, Ohio facility in May 2010 and estimates it will incur total (net) expenses related to the closure of its Norwalk, Ohio facility of approximately $2.6 million, consisting of approximately $0.5 million of employee-related costs and approximately $2.1 million of facility closure and other costs. Of this amount, approximately $0.2 million was incurred through December 2009. The Company expects that it will incur approximately $0.5 million of these employee-related costs and approximately $1.3 million of these facility closure and other costs from April through December 2010. From 2011 through 2016, the Company estimates it will incur expenses related to the closure of approximately $0.6 million, consisting of a benefit of approximately $0.2 million primarily related to its employee-related pension and post-retirement plans and an expense of approximately $0.8 million of facility closure and other costs. The Company estimates that total (net) cash expenditures resulting from these charges will be approximately $6.6 million, of which approximately $0.1 million was incurred through March 2010 and approximately $1.0 million is expected to be incurred from April through December 2010. From 2011 through 2016, the Company estimates it will incur cash expenditures related to the closure of approximately $5.5 million, primarily related to funding of certain pension and post-retirement plans and facility lease obligations. On December 11, 2009, the company announced the closure of its Norwalk, Ohio truck cab assembly facility, as a result of Navistar's decision to insource the cab assembly operations performed at Norwalk into its existing assembly facility in Escobedo, Mexico. About Commercial Vehicle Group New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq: CVGI) supplies fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agricultural markets, and the specialty and military transportation markets. The products include static and suspension seat systems, electronic wire harness assemblies, controls and switches, cab structures and components, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), mirrors and wiper systems specifically designed for applications in commercial vehicles. The Company has facilities located in the United States in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington and outside of the United States in Australia, Belgium, China, Czech Republic, Mexico, Ukraine and the United Kingdom. Commercial Vehicle Group Inc.'s balance sheet at December 31, 2009, showed $250.5 million in total assets and $288.2 million in total liabilities, resulting in a $37.7 million stockholders' deficit. * * * Commercial Vehicle carries a 'Caa2' Corporate Family Rating and 'Caa2/LD' Probability of Default Rating from Moody's. It has a 'CCC+' corporate credit rating from Standard & Poor's. CONSECO INC: Net Profit Hikes 38% to $33.9MM in Q1 2010 ------------------------------------------------------- Conseco Inc., in a press release, reported net income of $33.9 million for the quarter ended March 31, 2010, up 38% from $24.5 million for the first quarter of 2009. "We are pleased to report another strong earnings quarter, with results largely in line with expectations, following a year of financial transformation," CEO Jim Prieur said. "Sales continued to be strong and our net income increased significantly. While net income per share was 13 cents in the first quarters of 2010 and 2009, the current quarter per share amount reflects dilution from the issuance of 65.9 million shares of common stock and $240.5 million of convertible debentures. By issuing these securities, we were able to significantly enhance our capital and support the Company's future growth." Net operating income, a non-GAAP measure, was $38.2 million for the three months ended March 31, 2010, as compared to $37.5 million for the first quarter of 2009. The results for the first quarter of 2010 included the recognition of a $1.2 million extinguishment loss, net of income taxes, related to the repurchase of $64.0 million aggregate principal amount of the 3.5% convertible senior debentures. The results for the first quarter of 2009 included the recognition of a $6.1 million charge, net of income taxes, related to modifications made to the Company's senior credit agreement. Net realized investment losses in the first quarter of 2010 were $3.1 million. Net realized investment losses include total other- than-temporary impairment losses of $17.7 million, of which $20.3 million was recorded in earnings and $(2.6) million in accumulated other comprehensive loss. Net realized investment losses in the first quarter of 2009 of $6.9 million included $92.0 million of other-than-temporary impairment losses recognized in earnings. Net realized investment losses in the first quarter of 2009 included a $2.4 million increase to the deferred tax valuation allowance. At March 31, 2010, the Company had $30.785 billion in assets, $27.065 billion in liabilities, and $3.720 billion in shareholders' equity. A full-text copy of the Earnings Release is available for free at: http://researcharchives.com/t/s?6188 About Conseco Inc. Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The Company became the successor to Conseco Inc. (Old Conseco), in connection with the Company's bankruptcy reorganization which became effective on September 20, 2003. CNO focuses on serving the senior and middle-income markets. The Company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. * * * Conseco, Inc. carries Moody's Investors Service's "Caa1" senior secured debt with a positive outlook. CRESCENT RESOURCES: U.S. Trustee Objects to Non-Debtor Releases --------------------------------------------------------------- Bankruptcy Law360 reports that the U.S. trustee has objected to provisions in Crescent Resources LLC's plan of reorganization releasing nondebtors from claims after the plan takes effect. The U.S. Trustee, Charles McVay ,said he does not oppose the confirmation of the Plan, Law360 relates. About Crescent Resources Crescent Resources, LLC -- http://www.crescent-resources.com/-- is a land management and real estate development company with interests in 10 states in the southeastern and southwestern United States. Crescent Resources is a joint venture between Duke Energy and Morgan Stanley Real Estate Fund. Established in 1969, Crescent creates mixed-use developments, country club communities, single-family neighborhoods, apartment and condominium communities, Class A office space, business and industrial parks and shopping centers. Crescent Resources, LLC, and its debtor-affiliates filed for Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy Court for the Western District of Texas (Austin), lead case number 09-11507, before Judge Craig A. Gargotta. Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., is serves as the Debtors' bankruptcy counsel. CUMULUS MEDIA: Net Loss Narrows to $144,000 in Q1 of 2010 --------------------------------------------------------- Cumulus Media Inc. filed its Form 10-Q, reporting a net loss of $144,000 on $56.3 million of net revenues for the three month ended March 31, 2010, compared with a $3.3 million net loss on $55.3 million of net revenues during the same period in 2009. The Company's balance sheet at March 31, 2010, showed $323.0 million in total assets and $695.4 million in total liabilities, for a stockholders' deficit of $372.3 million. Lew Dickey, Chairman & CEO stated: "Cumulus entered 2010 with very strong momentum fueled by our Radio 2.0 initiative. Through our proprietary technology platform and franchise systems we continue to re-engineer the radio business model to reduce fixed costs across all of our radio stations. Simultaneously, the Cumulus Sales Operating System launched last year is generating positive year over year net revenue growth for our company once again. The combination of these efforts resulted in substantially increased operating margins and adjusted EBITDA growth of 62.7% over the same period last year. "We complemented this organic growth in our core operations with additional strategic development of our digital media platform, significant revenue growth and margin expansion at Cumulus Media Partners, and announcement of a new strategic partnership in Cumulus Radio Investors. We are extremely pleased with these results, and increasingly optimistic about the forecast for our company," Mr. Dickey said. A full-text copy for the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6154 About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. As of December 31, 2009, Cumulus Media had $334,064,000 in total assets against $706,576,000 in total liabilities, resulting in $372,512,000 in stockholders' deficit. The December 31, 2009 balance sheet also showed strained liquidity: Cumulus Media had $64,714,000 in total current assets against $68,195,000 in total current liabilities. * * * Moody's Investors Service affirmed Cumulus Media Inc.'s Caa1 Corporate Family Rating, Caa2 Probability-of-Default Rating and Caa1 Senior Secured Bank Debt ratings, as outlined below, and revised the company's rating outlook to stable from negative. The stable outlook reflects Moody's expectation that while leverage will remain very high, Cumulus' operating performance should begin to improve over the rating horizon as economic pressures continue to gradually subside. The company is also benefiting from a restructuring of its operations which took a material level of costs out of the business, only a portion of which are expected to return as revenues increase. According to the Troubled Company Reporter on December 8, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'. The rating outlook is stable. CW MEDIA: S&P Raises Long-Term Corporate Credit Rating to 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Toronto-based CW Media Holdings Inc. three notches to 'BB-' from 'B-'. S&P also raised the issue-level rating on the company's secured debt four notches to 'BB+' from 'B', and revised the recovery rating on the debt to '1' from '2'. In addition, S&P raised the issue-level rating on the company's unsecured notes four notches to 'B+' from 'CCC', and revised the recovery rating on the debt to '5' from '6'. Finally, S&P revised the CreditWatch implications on the company to positive from developing. Positive implications mean that S&P could raise or affirm the ratings depending on the outcome of S&P's review. "S&P base the upgrade on the improved stand-alone rating on CW Media resulting from the removal of the financial restructuring uncertainty at partial parent Canwest Media Inc. and the potential negative impact this could have had on CW Media," said Standard & Poor's credit analyst Lori Harris. Canwest (not rated) filed for creditor protection under the Companies' Creditors Arrangement Act on Oct. 6, 2009. S&P's assessment of CW Media's stand-alone business risk and financial risk profiles follows the announced agreement by which Calgary, Alta.-based cable services provider Shaw Communications Inc. (BBB- /Stable/--) will acquire 100% of the equity interests in CW Investments Co. (parent of CW Media and co-owned by Canwest Media Inc. and GS Capital Partners VI LP, a private equity affiliate of Goldman, Sachs & Co.). The transaction, which is valued at C$2 billion, also includes the acquisition of Canwest's television broadcast business. "The revision to the CreditWatch implications reflects upside potential to the ratings upon closing of the transaction," Ms. Harris added. "Should the transaction close under the current terms and conditions, S&P would likely raise the long-term corporate credit rating on CW Media multiple notches and possibly equalize it with the ratings on Shaw," Ms. Harris continued. S&P placed the ratings on CW Media on CreditWatch with negative implications June 23, 2009, to reflect part-owner Canwest's financial restructuring uncertainty and the potential impact this could have had on CW Media. The CreditWatch implications were changed to developing from negative on March 29, 2010, based on the possibility that new ownership of CW Media and resolution of the Canwest restructuring overhang could result in an upgrade on CW Media. S&P will likely resolve the CreditWatch once the transaction either closes or is cancelled. Should the transaction close under the current terms and conditions, S&P expects to raise the long- term corporate credit rating on CW Media multiple notches and possibly equalize it with the rating on Shaw. DARLENE PERSSON: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Darlene Persson 26427 Anacapa Court Los Altos, CA 94022 Bankruptcy Case No.: 10-54630 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Charles B. Greene, Esq. Law Offices of Charles B. Greene 84 W Santa Clara Street #770 San Jose, CA 95113 Tel: (408) 279-3518 E-mail: cbgattyecf@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtor says that assets total $2,666,800 while debts total $2,413,237. A copy of the Debtor's list of 8 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-54630.pdf The petition was signed by the Debtor. DELTA PETROLEUM: JP Credit Pact Amended to Provide Waivers ---------------------------------------------------------- Delta Petroleum entered into the Third Amendment to the Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain of the financial institutions that are party to the Credit Agreement in which, among other changes, the lenders provided a waiver of the March 31, 2010 maximum capital expenditure covenant and the defaults related to the Company's breach of such covenant. In conjunction with the Third Amendment and as part of a scheduled redetermination of the borrowing base, the borrowing base was reduced from $185 million to a conforming borrowing base of $145 million. The next scheduled redetermination date is July 1, 2010. The Third Amendment increased the capital expenditure limitation for the quarter ending June 30, 2010, from $5.0 million to $20.0 million, imposed a $15.0 million capital expenditure limitation for the quarter ending September 30, 2010, and provided that any excess of the limitation over the amount of actual expenditures may be carried forward from an earlier quarter to a subsequent quarter. About Delta Petroleum Delta Petroleum Corporation (NASDAQ Global Market: DPTR) -- http://www.deltapetro.com/-- is an oil and gas exploration and development company based in Denver, Colorado. The Company's core areas of operations are the Rocky Mountain and Gulf Coast Regions, which comprise the majority of its proved reserves, production and long-term growth prospects. * * * KPMG LLP of Denver, Colorado, expressed substantial doubt against Delta Petroleum Corporation's ability as a going concern, noting that due to continued losses, the Company is evaluating strategic alternatives including, but not limited to the sale of some or all of its assets. The firm said there can be no assurances that actions undertaken will be sufficient to repay obligations under the credit facility when due. The company's balance sheet for December 31, 2009, showed $1.4 billion total assets, $272.2 million total currant liabilities, and $488.1 million total long-term liabilities, for a $697.1 million stockholders' equity. DEMOONEY ROAD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Demooney Road Partners, LLC 4809 Miller Road Columbus, GA 31909 Bankruptcy Case No.: 10-40582 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Middle District of Georgia (Columbus) Debtor's Counsel: Stephen G. Gunby, Esq. P.O. Box 1846 Columbus, GA 31902 Tel: (706) 324-3448 Fax: (706) 327-3958 E-mail: sggunby@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by David Erickson, manager. DHP HOLDINGS: Wants Until June 29 to File Chapter 11 Plan --------------------------------------------------------- DHP Holdings II Corporation and its units ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances for their proposed Chapter 11 Plan until June 29, 2010, and August 29, 2010, respectively. The Debtors propose a hearing on the extension of their exclusive periods on May 17, 2010, at 11:30 a.m. Prevailing Eastern Time. Objections, if any, are due on May 10, 2010, at 4:00 p.m. E.T. Headquartered in Bowling Green, Kentucky, DHP Holdings II Corporation is the parent of DESA Heating, which sells and distributes heating commercial products in Europe and Mexico under brand names including ReddyHeater, Comfort Glow and Master Portable Heaters. The Company has manufacturing, storage and distribution facilities in Alabama and California. DHP Holdings II and six of its affiliates filed for Chapter 11 protection on December 29, 2008 (Bankr. D. Del. Lead Case No. 08-13422). The Company's international arm, HIG-DHP Barbados, has not filed for bankruptcy. HIG-DHP Barbados holds 100% of the equity of all foreign nondebtor subsidiaries, which manufacture, distribute and sell commercial and consumer goods in Europe, Mexico, and Canada. Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors as counsel. The Debtors proposed AEG Partners as restructuring consultants, and Craig S. Dean as chief restructuring officer and Kevin Willis as assistant chief restructuring officer. The Court approved Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. As of November 29, 2008, the Company, along with its non-debtor subsidiaries and affiliates, had assets of $132.5 million and liabilities of $133.2 million. DIAMOND INT'L: Delays Filing of Annual Financial Statements ----------------------------------------------------------- Diamond International Exploration Inc. will delay the filing of its annual audited financial statements, CEO and CFO certifications, management discussion and analysis and annual information form for the year ended December 31, 2009 beyond the filing deadline of April 30, 2010. It is now anticipated that the Required Documents will be filed by the end of May and in any event no later than June 30, 2010, being two months from the filing deadline of April 30, 2010. The circumstances giving rise to the delay in the Issuer being able to file the Statements in advance of the filing deadline is attributable to the timeliness in obtaining requested information relating to an agreement with Armex Mining Corporation, a company with which the Issuer has attempted to acquire mineral properties in Brazil. To date the information has been received by the company and is currently in the process of being reviewed by the Diamond International Exploration Inc's auditors. The Issuer expects to have the audit of its 2009 financial statements completed. The Issuer expects to file the Statements together with the related auditor's report by the end of May and in any event no later than June 30, 2010, being two months from the filing deadline of April 30, 2010. In the interim, the Company will apply to the applicable securities regulatory authorities for a management cease trade order related to the Company's securities to be imposed against some or all of the persons who are or have been directors, officers or insiders of the Company for so long as the Required Documents are not filed. If granted, a management cease trade order would not generally affect the ability of persons who have not been directors, officers or insiders of the Company to trade the securities of the Company. However, the applicable securities regulatory authorities, in their discretion, may determine that it would be appropriate to issue a general issuer cease trade order which would prohibit trading of the Company's securities. The Company is not subject to any insolvency proceeding and there is no other material information concerning the affairs of the Company that has not been generally disclosed. DOLLAR THRIFTY: Avis Inks Confidentiality Deal to Access Data ------------------------------------------------------------- Avis Budget Group, Inc., has delivered to the Board of Directors of Dollar Thrifty Automotive Group, Inc., a signed copy of a confidentially agreement that would allow Avis access to Dollar Thrifty's data room. "We expect that there will be a level playing field to participate in your Board's process on the same terms as other parties. In addition, we are proceeding on the assumption that this Confidentiality Agreement is identical to the one signed by Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive Officer, said in an accompanying letter. "We expect that we will be given access to all of the due diligence information made available to Hertz and access to Dollar Thrifty management. In addition our financial advisor will forward to your financial advisor our preliminary request list covering certain specific diligence items. "We look forward to commencing the due diligence process expeditiously." A full-text copy of the Confidentiality Agreement is available at no charge at http://ResearchArchives.com/t/s?6194 As reported by the Troubled Company Reporter on April 27, 2010, Hertz and Dollar Thrifty signed a definitive agreement providing for Hertz to acquire Dollar Thrifty for a purchase price of $41.00 per share, in a mix of cash and Hertz common stock. The deal is valued at $1.27 billion. The $41.00 per share purchase price is comprised of 80% cash consideration and 20% stock consideration. The stock is at a fixed exchange ratio of 0.6366 per share, based upon a Hertz common stock closing price of $12.88 per share on April 23, 2010. The $41.00 per share purchase price represents approximately a 19% premium to the 30-day average closing price of Dollar Thrifty's common stock. At the closing, Hertz will issue an aggregate of 18 million shares of its common stock (excluding shares issuable upon the exercise of options that are being converted to Hertz options) and pay an aggregate of $750 million in cash (excluding the special $200 million Dollar Thrifty dividend). Hertz will also assume or refinance Dollar Thrifty's existing fleet debt, outstanding at closing. Upon the close of the transaction, Dollar Thrifty stockholders will own 5.5% of the combined company on a diluted basis. Dollar Thrifty will become a wholly owned subsidiary of Hertz and Dollar Thrifty common stock will cease trading on the NYSE. Barclays Capital acted as lead financial advisor to Hertz and Bank of America Merrill Lynch also provided advice. Hertz also worked with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and the law firm of Cleary Gottlieb Steen & Hamilton LLP. Rival Avis Budget Group, Inc., on May 3 indicated to Dollar Thrifty's Board of Directors it would like to make a substantially higher offer to acquire Dollar Thrifty. Avis Budget has hired Citigroup as financial advisor and Kirkland & Ellis LLP as legal counsel to advise on a possible deal with Dollar Thrifty. About Avis Budget Group Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides vehicle rental services, with operations in more than 70 countries. Through its Avis and Budget brands, the Company is a leading vehicle rental company in each of North America, Australia, New Zealand and certain other regions based on published airport statistics. Avis Budget Group is headquartered in Parsippany, N.J. and has more than 22,000 employees. At December 31, 2009, the Company had $10.093 billion in total assets against total current liabilities of 1.284 billion, total liabilities exclusive of liabilities under vehicle programs of $4.033 billion, and liabilities under vehicle programs of $5.828 billion, resulting in stockholders' equity of $222 million. * * * Avis Budget Car Rental LLC continues to carry Moody's Investors Service's B2 corporate family rating. Avis Budget Group Inc. carries Standard & Poor's Ratings Services' B+ corporate credit rating. About Hertz Corp. Hertz Corporation, headquartered in Park Ridge, New Jersey, is an automobile and equipment rental company. Hertz carries Moody's B1 Corporate Family Rating and Probability of Default Rating. About Dollar Thrifty Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value- conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion in total assets and $2.25 billion in total liabilities. In November 2009, Standard & Poor's Ratings Services raised its corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in light of the Company's improved operating and financial performance that began in mid-2009. Moody's Investors Service also upgraded Dollar Thrifty's Probability of Default Rating to 'B3' from 'Caa2' and Corporate Family Rating to 'B3'. DOMINO'S PIZZA: BlackRock Holds 4.35% of Common Stock ----------------------------------------------------- BlackRock, Inc., disclosed that as of March 31, 2010, it may be deemed to beneficially own 2,560,439 shares or roughly 4.35% of the common stock of Domino's Pizza Inc. Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc. (NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza delivery company in the United States, based on reported consumer spending, and has a leading presence internationally. As of January 3, 2010, the Company had total assets of $453.8 million against total debt of $1.572 billion, resulting in stockholders' deficit of $1.321 billion. As of January 3, 2010, the Company had $42.4 million of unrestricted cash and cash equivalents, $91.1 million of restricted cash and cash equivalents, and $57.6 million of borrowings under its $60.0 million variable funding note facility. DOMINO'S PIZZA: Reports Results of Annual Shareholders' Meeting --------------------------------------------------------------- The 2010 Annual Meeting of Shareholders of Domino's Pizza, Inc., was held on April 28, 2010. A total of 50,328,021 were present or represented by proxy at the meeting, representing approximately The 2010 Annual Meeting of Shareholders of Domino's Pizza, Inc., was held on April 28, 2010. A total of 50,328,021 were present or represented by proxy at the meeting, representing approximately 85.6% of all shares entitled to be voted at the Annual Meeting. At the meeting, the shareholders elected three nominees -- J. Patrick Doyle; James A. Goldman; and Gregory A. Trojan -- to serve on the Company's Board of Directors. There were no additional Director nominations brought before the Meeting. The shareholders approved the Amended and Restated Domino's Pizza Senior Executive Annual Incentive Plan. They also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accountant for the current fiscal year. Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc. (NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza delivery company in the United States, based on reported consumer spending, and has a leading presence internationally. As of January 3, 2010, the Company had total assets of $453.8 million against total debt of $1.572 billion, resulting in stockholders' deficit of $1.321 billion. As of January 3, 2010, the Company had $42.4 million of unrestricted cash and cash equivalents, $91.1 million of restricted cash and cash equivalents, and $57.6 million of borrowings under its $60.0 million variable funding note facility. DOMINO'S PIZZA: Doyle, 2 Others Elected to Board of Directors ------------------------------------------------------------- Domino's Pizza Inc. reported that a total of 50,328,021 were present or represented by proxy at the meeting, representing approximately 85.6% of all shares entitled to be voted at the 2010 Annual Meeting of Shareholders on April 28. The shareholders voted in favor of, among other things, electing J. Patrick Doyle, James A. Goldman, and Gregory A. Trojan to the Company's board of directors. A full-text copy of the Company's regulatory filing is available for free at http://ResearchArchives.com/t/s?6185 About Domino's Pizza Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc. (NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza delivery company in the United States, based on reported consumer spending, and has a leading presence internationally. As of January 3, 2010, the Company had total assets of $453.8 million against total debt of $1.572 billion, resulting in stockholders' deficit of $1.321 billion. As of January 3, 2010, the Company had $42.4 million of unrestricted cash and cash equivalents, $91.1 million of restricted cash and cash equivalents, and $57.6 million of borrowings under its $60.0 million variable funding note facility. DS WATERS: Moody's Confirms Corporate Family Rating at 'B3' ----------------------------------------------------------- Moody's Investors Service has confirmed the B3 corporate family rating and probability of default rating of DS Waters of America, Inc., following the company's decision to postpone indefinitely the planned refinancing of its capital structure. The rating outlook is stable. At the same time, Moody's withdrew the Ba2 rating on DSW America's previously proposed $375 million revolving and term loan credit agreement and B3 rating on DSW Holdings, Inc., previously proposed $475 million senior secured notes. The confirmation of the B3 CFR reflects Moody's view that the company's unfavorable maturity profile presents an elevated refinancing risk for the company. DSWA's revolver and ABL mature in October 2011 and its holding company debt matures in early 2012 several months prior to the maturity of the senior secured term loan. Further, the high PIK interest rates associated with the holding company debt is expected to add incremental debt to the company's capital structure as the maturities approach. More positively, the rating recognizes DSWA's strong position in the U.S. HOD bottled water market, improving customer trends, a good liquidity profile benefiting from meaningful cash balances and credit metrics that are generally viewed as strong for the rating category. These ratings have been confirmed: DSWA -- * B3 Corporate Family Rating; and * B3 Probability of Default Rating. These ratings were affirmed: DSWA -- * Ba3 (LGD2, 11%) rating on the existing senior secured revolver due 2011 and term loan due 2012. These ratings were withdrawn: DSW Holdings -- * B3 (LGD5, 75%) rating to the $475 million senior secured notes due 2017. DSWA -- * Ba2 (LGD2, 18%) rating to the previously proposed $100 million senior secured revolver due 2015; and * Ba2 (LGD2, 18%) rating to the previously proposed $275 million senior secured term loan due 2016. The last rating action on DS Waters was the April 13, 2010, action that placed the CFR on review for possible upgrade. DS Waters of America, headquartered in Atlanta, Ga, is a provider of bottled water and related services delivered directly to residential and commercial customers in the U.S. Its core business is the bottling and direct delivery of drinking water in 3 and 5 gallon bottles to homes and offices and the rental of water dispensers. The company also sells water in smaller bottles, cups, coffee, flavored beverages and powdered sticks, and sells water filtration devices. Revenues in 2009 were $750 million. DURANGO GEORGIA: Trustee Wants Creditors to Approve Transfer ------------------------------------------------------------ Gordon Jackson at The Florida Times-Union reports that the bankruptcy court trustee managing the Durango-Georgia Paper Co. site is asking creditors to approve a motion in U.S. Bankruptcy Court to transfer ownership. According to the report, the proposal, if approved, would allow North River LLC, a subsidiary of Jacksonville-based LandMar Group, to transfer ownership to Old Weed & Ready Plantation LLC, a company created by the bankruptcy trustee and debtors. Times-Union relates that North River, which paid nearly $40 million for the 750-acre site in St. Marys at a bankruptcy auction in 2005, planned to demolish the paper mill and build an upscale 2,200 home residential community. But the housing market crashed and the Company filed for Chapter 11 bankruptcy last year after defaulting on its quarterly payments to purchase the property. According to court documents, the proposed agreement, the report relates, would allow Old Weed & Ready to apply for brownfield protection. Approval would enable a new owner to apply for federal and state help to clean up the former industrial site. Without it, the site would be virtually unmarketable, according to court documents. About LandMar Founded in 1987, LandMar Group LLC -- http://www.landmargroup.com/ -- develops a wide array of residential, commercial and mixed-use offerings throughout the Southeast including Jacksonville, Jacksonville Beach, Fernandina Beach, St. Augustine, Palm Coast, New Smyrna Beach, Clermont, Tampa, Brooksville, Fort Myers, and St. Marys, Georgia. LandMar communities offer homesites, homes and condominiums in a wide range of prices and feature a wealth of amenities including several championship golf courses. The company also develops luxury condominiums focused on high amenity areas on oceanfront, Intracoastal Waterway and riverfront locations. About Durango Georgia Based in St. Mary's, Georgia, Durango Georgia Paper Company -- http://www.durangopaper.com/-- was a nationally recognized bleached board and kraft paper producer in the U.S. offering coast-to-coast and international service. On Oct. 29. 2002, creditors filed an involuntary chapter 7 petition against Durango. The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr. S.D. Ga. Case No. 02-21669). George H. Mccallum, Esq., at Stone & Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley & Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent the Debtor in its restructuring efforts. Bridge Associates, LLC, was appointed as Liquidating Trustee under the terms of a Plan of Liquidation approved by creditors and confirmed by the Bankruptcy Court in June 2004. E*TRADE FIN'L: 2010 Annual Stockholders' Meeting on May 13 ---------------------------------------------------------- The Annual Meeting of Stockholders of E*TRADE Financial Corporation will be held at the Ritz-Carlton Hotel, 1250 South Hayes Street, in Arlington, Virginia, on May 13, 2010, at 10:00 a.m. local time, for these purposes: 1. To elect five directors to the Board of Directors; 2. To authorize the Board of Directors to file an Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of Common Stock of the Company, at a specified ratio of 1-for-10; 3. To approve changes to the Company's 2005 Equity Incentive Plan, including increasing share authorization by 125 million shares (subject to adjustment to 12.5 million shares if Proposal 2 is adopted and implemented); 4. To consider and vote upon a proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the Company for 2010; and 5. To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors fixed the close of business on March 15, 2010, as the record date for determining those stockholders entitled to vote at the meeting. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?618b A full-text copy of the Company's Proposed Reverse Stock Split FAQ is available at no charge at http://ResearchArchives.com/t/s?618c About E*TRADE The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * As reported by the Troubled Company Reporter on March 25, 2010, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'. At the same time, S&P raised its long-term counterparty credit rating on its subsidiary, E*TRADE Bank, to 'B' from 'B-'. The outlook on both is stable. E*TRADE FIN'L: Reports $47,837,000 Net Loss for March 31 Quarter ---------------------------------------------------------------- E*TRADE Financial Corporation reported a net loss of $47,837,000 for the three months ended March 31, 2010, from a net loss of $232,685,000 for the same quarter in 2009. Total net revenue was $536,503,000 for the 2010 quarter from $497,343,000 for the 2009 quarter. At March 31, 2010, the Company had total assets of $46,678,674,000 against total liabilities of $42,862,275,000, resulting in shareholders' equity of $3,816,399,000. 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?618d E*TRADE has filed a Current Report on Form 8-K to update the historical financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, for its revised segment financial reporting. As of January 1, 2010, the Company revised its segment financial reporting to reflect the manner in which the chief operating decision maker had begun assessing the Company's performance and making resource allocation decisions. Under Securities and Exchange Commission guidance, the revised segment financial reporting required by the segment reporting accounting guidance should be provided for previously issued financial statements included in the Company's currently filed 2009 Form 10-K, if those financial statements are incorporated by reference in filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements related to periods prior to the revised segment financial reporting. A full-text copy of the Company's Revised Business Overview, Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements and Supplementary Data for the years ended December 31, 2009, 2008 and 2007, is available at no charge at http://ResearchArchives.com/t/s?618e About E*TRADE The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * As reported by the Troubled Company Reporter on March 25, 2010, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'. At the same time, S&P raised its long-term counterparty credit rating on its subsidiary, E*TRADE Bank, to 'B' from 'B-'. The outlook on both is stable. E*TRADE FIN'L: Inks Underwriting Deal with Citadel and Wingate -------------------------------------------------------------- E*TRADE Financial Corporation on April 29, 2010, entered into an Underwriting Agreement with Citadel Equity Fund Ltd. and Wingate Capital Ltd., as selling stockholders, and Merrill Lynch, Pierce Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. and Citadel Securities LLC, as representatives of the underwriters named therein, in connection with the offering by the Selling Stockholders of 172,000,000 shares of the Company's common stock. Under the terms of the Underwriting Agreement, the Selling Stockholders have granted the Underwriters a 30-day option to purchase up to 25,800,000 additional shares to cover overallotments, if any. The Company will not receive any proceeds from the Offering. As of April 29, 2010, Kenneth Griffin's Citadel disclosed holding 217,852,753 shares or roughly 9.9% of the Company's common stock. A full-text copy of the Underwriting Agreement is available at no charge at http://ResearchArchives.com/t/s?618f A full-text copy of Citadel's Schedule 13D filing is available at no charge at http://ResearchArchives.com/t/s?6190 A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6191 About E*TRADE The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * As reported by the Troubled Company Reporter on March 25, 2010, Standard & Poor's Ratings Services raised its long-term counterparty credit rating on E*TRADE to 'CCC+' from 'CCC'. At the same time, S&P raised its long-term counterparty credit rating on its subsidiary, E*TRADE Bank, to 'B' from 'B-'. The outlook on both is stable. ELLICOTT SPRINGS: U.S. Trustee Unable to Form Creditors Panel ------------------------------------------------------------- Charles F. McVay, the U.S. Trustee for Region 19, notified the U.S. Bankruptcy Court for the District of Colorado that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 cases of Ellicott Springs Resources, LLC, et al. The U.S. Trustee said that there were too few unsecured creditors willing to serve on creditors' committee. Colorado Springs, Colorado-based Ellicott Springs Resources, LLC, filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. D. Colo. Case No. 10-13116). The Company estimated its assets and debts at $10,000,001 to $50,000,000. On the same date, these affiliates also filed for Chapter 11 bankruptcy protection in the same bankruptcy court: -- Ellicott Springs Development, LLC (Case No. 10-13117); -- PLW, Inc. (Case No. 10-13114); and -- Rodney J. Preisser (Case No. 10-13110) Those debtors are also based in Colorado Springs, Colorado, and each also have estimated assets and debts of $10,000,001 to $50,000,000 Lee M. Kutner, Esq., who has an office in Denver, Colorado, assists all of the debtors in their restructuring efforts. ENVIROSOLUTIONS HOLDINGS: Creditors Object to Plan Outline ---------------------------------------------------------- BankruptcyData.com reports that EnviroSolutions Holdings' official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtors' Disclosure Statement related to its Joint Chapter 11 Plan of Reorganization. According to the objection, the committee feels that the Plan significantly undervalues the Debtors and provides for a materially lower recovery for unsecured creditors than is required by the absolute priority rule. About EnviroSolutions Holdings Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an integrated solid waste management company with a presence in Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the District of Columbia. The company's assets include three landfills, four transfer stations and several hauling and collection operations. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261). John Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the Company in its restructuring effort. Alvarez and Marsal North America, LLC, is the Company's restructuring advisor. The Company's financial advisor is Barclays Capital. The Company estimated its assets and liabilities at $100,000,001 to $500,000,000. EST ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: EST Enterprises, Inc. 14340 Biscayne Boulevard North Miami, FL 33181 Bankruptcy Case No.: 10-21989 Chapter 11 Petition Date: May 1, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Joel M. Aresty, Esq. 13499 Biscayne Boulevard #T-3 North Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $2,250,000 while debts total $4,700,000. The Company did not file a list of creditors together with its petition. The petition was signed by Jacob Nae, president. EXTENDED STAY: U.S. Trustee Objects to $9 Million Fee Claims ------------------------------------------------------------ American Bankruptcy Institute reports that a U.S. trustee objected to $9 million in fees and expenses claimed by professionals employed by Extended Stay America. Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Aims for July 20 Plan Confirmation ------------------------------------------------- Bloomberg News reports that Extended Stay Inc. has scheduled a June 17 hearing to seek approval of the disclosure statement describing the Chapter 11 plan incorporating results from an auction on May 27 to determine who has the best financing offer. The Company wants to hold a confirmation hearing for approval of the plan on July 20. The $905 million investment offer by Centerbridge Partners LP, Paulson & Co. and Blackstone Real Estate Associates VI L.P. will serve as the "stalking horse bid" of the auction process. Under the Centerbridge proposal, CP ESH Investors LLC, a newly formed entity wholly owned by the Centerbridge-led group, will acquire about 42.85% of the common interests of the Reorganized Debtors for a cash contribution of $450 million; a backstopped rights offering that will generate additional proceeds of up to $200 million; and an additional pool of up to $255.4 million for creditors who will opt for cash instead of equity. Pursuant to the Court's Bidding Procedures Order, interested bidders are required to submit their proposals by May 17, 2010, except with respect to U.S. Bank N.A.'s credit bid. Any bidder that fails to submit its proposal by the Bid Deadline will not be allowed to participate at an auction scheduled for May 27, 2010, at 10:00 a.m. prevailing Eastern Time. A hearing is expected to be subsequently held no later than June 17, 2010, to consider the adequacy of the Disclosure Statement for the Successful Bid. Full-text copies of the Fourth Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/ESI_4thAmendedPlan.pdf http://bankrupt.com/misc/ESI_DS4thAmendedPlan.pdf About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FEDERAL-MOGUL: To Close Schofield Plant in March 2011 ----------------------------------------------------- Federal-Mogul Corporation will close its Schofield, Wisconsin plant in March 2011, Wausau Daily Herald reports. More than 200 employees will be affected, including management and hourly workers, who make pistons, according to Jim Burke, the company corporate communications director. He explained that the employees will work for the next several months to fill existing orders. The Daily Herald quoted Tom Younger as saying that the Federal- Mogul's advance notice of the closing is a silver-lining for the situation. Mr. Younger is the work force development manager for the Marathon County Job Center. "When a person at least knows ahead of time something like this is going to happen, you can start to prepare for it," he said. Mr. Burke disclosed that poor automobile sales in the past few years and the company's need to be more efficient were the reasons for the plant closure. "This is in no way a reflection of the Schofield community or the skills and commitment of the people at that facility," he added. The majority of the work in the Schofield plant will be transferred to another Federal Mogul plant in Manitowoc, Wisconsin, which also manufactures piston rings and has the space and machinery to take on the extra work, the Daily Herald reported citing Mr. Burke. He also revealed that some workers at the Schofield plant will be eligible to transfer to Manitowoc. "The good news is the majority of work stays in the state of Wisconsin," Mr. Burke said. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FIELDSTONE LESTER: Faces Negligence Suit Over $30M Loan ------------------------------------------------------- Bankruptcy Law360 reports that a real estate firm has lodged a breach of contract suit against Fieldstone Lester Shear & Denberg LLP, accusing the Coral Gables, Fla.-based real estate law firm of misconduct in representing a now-bankrupt borrower in its quest to secure a $30 million loan. According to Law360, RAIT Partnership LP's operative complaint, lodged Tuesday in the U.S. District Court for the Southern District of Florida, claims the nine-attorney law firm was negligent. FISHERMAN'S WHARF: Files for Chapter 11 Protection in Florida ------------------------------------------------------------- Fisherman's Wharf of Venice Inc. filed for protection under Chapter 11 on May 5 in Tampa, Florida (Bankr. M.D. Fla. Case No. 10-10694). Fisherman's Warf operates a restaurant in Venice, Florida. It listed assets and debts of $10 million to $50 million. The largest creditors are the Internal Revenue Service, which is owed $279,956, and the Florida Department of Revenue, owed $253,428. FISHERMAN'S WHARF: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Fisherman's Wharf of Venice, Inc. 509 Tamiami Trail N. Venice, FL 34292 Bankruptcy Case No.: 10-10694 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: H. Bradley Staggs, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 Tel: (813) 224-9255 Fax: (813) 223-9620 E-mail: bstaggs@bushross.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by John P. Konecnik, Jr., president. Debtor affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ ------- ---- JMT Partners 10-10699 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 JPKJ, LLC 10-10698 5/04/10 Assets: $10,000,001 to $50,000,000 Debts: $1,000,001 to $10,000,000 Fisherman's Wharf's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Payroll Taxes $279,956 Ogden, UT 84201-0039 Florida Department of Sales Taxes $253,428 Revenue Sarasota Service Center 1191 Main St., Suite 240 Sarasota, FL 34236 Florida Floats Inc. Final Unifloat Docks $184,569 Sarasota County Penalties $50,000 Environmental Services Andrew Bell, Inc. Computer Contract $47,846 Ford Credit 2006 250 Ford Pickup $32,150 Lews Longman Walker PA Professional Services $17,431 AAA Financial Credit Card $11,753 GM Card Credit Card $11,100 Erik Korzillus Professional Services $7,450 Dowd, Whitaker & Professional Services $6,250 Associates Dooley and Drake PA Professional Services $3,500 Young Van Assenderp PA Professional Services $3,180 Horizon Gas Utility Services $2,785 United Health Insurance Health Insurance $2,721 FCCI Insurance Insurance $2,322 City of Venice Water Services $2,205 Premium Assignment Corp. $2,131 Florida Power and Light Utility Services $2,063 Florida Power and Light Utility Services $1,070 FREDDIE MAC: Conservator to Seek $10.6BB Funding From Treasury -------------------------------------------------------------- Federal Home Loan Mortgage Corporation disclosed in a regulatory filing that the U.S. Federal Housing Finance Agency, which acts as Freddie Mac's conservator, will submit a draw request, on Freddie's behalf, to the U.S. Treasury for $10.6 billion in funding under Freddie's purchase agreement with Treasury. The purpose of the draw request is to address the deficit in Freddie's net worth. Following receipt of the draw, Freddie will have received an aggregate of $61.3 billion from Treasury under the Purchase Agreement. On Wednesday, Freddie Mac reported a net loss of $6.7 billion for the quarter ended March 31, 2010, compared to a net loss of $6.5 billion for the quarter ended December 31, 2009. After dividend payments of $1.3 billion on its senior preferred stock to Treasury, Freddie Mac reported a net loss attributable to common stockholders of $8.0 billion, or $2.45 per diluted common share, for the first quarter of 2010, compared to a net loss attributable to common stockholders of $7.8 billion, or $2.39 per diluted common share, for the fourth quarter of 2009. The company had a net worth deficit of $10.5 billion at March 31, 2010, compared to positive net worth of $4.4 billion at December 31, 2009. This net worth deficit was primarily driven by a significant net decrease in total equity (deficit) of $11.7 billion due to the adverse impact of the consolidation of variable interest entities. The decline in net worth also resulted from the first quarter 2010 net loss of $6.7 billion and the dividend payment of $1.3 billion to Treasury on the senior preferred stock, partially offset by a $4.8 billion decrease in unrealized losses recorded in accumulated other comprehensive income (loss), primarily due to improved values on the company's available-for- sale securities. "Throughout the first quarter of 2010, Freddie Mac continued to focus on strengthening underwriting and improving credit quality," said Freddie Mac Chief Executive Officer Charles E. Haldeman, Jr. "At the same time, we helped more than 440,000 families own or rent a home, and more than 71,000 avoid foreclosure. In this difficult economic environment, the stability that Freddie Mac brings to the mortgage market is especially vital. As of March 31, 2010, Freddie Mac had $2.36 trillion in total assets against $2.37 trillion in total liabilities. A full-text copy of Freddie Mac's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?6192 A full-text copy of Freddie Mac's earnings release is available at no charge at http://ResearchArchives.com/t/s?6193 About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. The Company's participation in the secondary mortgage market includes providing its credit guarantee for residential mortgages originated by mortgage lenders and investing in mortgage loans and mortgage- related securities. The Company earns management and guarantee fees for providing its guarantee and performing management activities (such as ongoing trustee services, administration of pass-through amounts, paying agent services, tax reporting and other required services) with respect to issued PCs and Structured Securities. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREEDOM COMMUNICATIONS: Paper Carriers Drop Plan Appeal ------------------------------------------------------- Newspaper carriers for California's Orange County Register have dropped their protest against the Freedom Communications Inc. Chapter 11 plan after reaching a settlement with the debtor that will protect some of their unsecured claims, according to Bankruptcy Law360. Law360 says Judge Sue L. Robinson of the U.S. District Court for the District of Delaware on Tuesday signed off on a joint motion for dismissal of the paper carriers' appeal. About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned media company operating print publications, broadcast television stations and interactive businesses. The company's print portfolio includes approximately 100 daily and weekly publications, plus ancillary magazines and other specialty publications. The broadcast company's stations -- five CBS, two ABC network affiliates and one CW affiliate -- reach more than 3 million households across the country. The Company's news, information and entertainment websites complement its print and broadcast properties. Freedom Communications filed for Chapter 11 on Sept. 1, 2009 (Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as financial advisor while AlixPartners LLC is restructuring consultant. Logan & Co. serves as claims and notice agent. Freedom Communications had $757,000,000 in assets against debts of $1,077,000,000 as of July 31, 2009. Freedom Communications announced April 30, 2010 that its Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court on March 9, has become effective. GENERAL GROWTH: Simon Property Submits $6.5 Billion Offer --------------------------------------------------------- Simon Property Group, Inc. has made its best and final offer to acquire General Growth Properties, Inc. in a fully financed transaction valued at $6.5 billion, or $20.00 per GGP share, consisting of $5.00 in cash, $10.00 in shares of SPG common stock, at its current value, and the distribution to GGP shareholders of shares in General Growth Opportunities, valued by GGP at $5.00 per share. At $20.00 per share, this offer values GGP's equity at $6.5 billion in the aggregate and represents additional value of $2.6 billion, or a 66% premium, to the Brookfield-sponsored change of control recapitalization plan, which offers GGP shareholders an aggregate value of $3.9 billion. The acquisition would also include full cash recovery for unsecured creditors. SPG has also improved its previously submitted proposal to sponsor a GGP recapitalization by increasing the price per newly issued GGP share to $11.00. This change in the per share investment price would also apply to an SPG-sponsored recapitalization to the extent it is effected as a backstop of SPG's proposed acquisition of GGP. Both of SPG's proposals would provide substantially more value for GGP's equityholders than the change of control recapitalization proposed by Brookfield, over and above the elimination of the highly dilutive and expensive warrants attached to the Brookfield plan. SPG will not participate in the bidding process in the GGP bankruptcy proceeding in any way once GGP issues warrants associated with the latest Brookfield-sponsored change of control recapitalization. The text of SPG's May 6, 2010 offer letter for both the proposed acquisition and recapitalization of GGP is below. May 6, 2010 Board of Directors General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Ladies and Gentlemen: This letter will formally confirm our improved proposals for an acquisition or recapitalization of General Growth Properties. As detailed below, both alternatives offer immediate, tangible and superior value when compared to the Brookfield-sponsored plan and deserve your full consideration. We look forward to engaging seriously and immediately with you and your advisors and counsel so that we can effectuate a transaction that is clearly in the best interests of your shareholders. SPG is prepared to acquire GGP for $20.00 per share, consisting of $5.00 in cash and $10.00 in SPG shares at their current value, and the distribution to GGP shareholders shares of General Growth Opportunities, which you have valued at $5.00 per share. The acquisition would also include the same full cash recovery for unsecured creditors as in our recapitalization proposal and provide substantially more value for equityholders. As an alternative, we are also prepared to sponsor the equity recapitalization of GGP, which would replace the Brookfield change of control recapitalization, based on an improved investment price of $11.00 per share, but without issuing any expensive and dilutive warrants. SPG's recapitalization proposal would result in significantly higher value and greater ownership of GGP for its existing shareholders than the Brookfield alternative. These offers are best and final. SPG will not participate in the bidding process in the GGP bankruptcy proceeding in any way once GGP commits to issue the warrants associated with the latest Brookfield-sponsored plan. SPG's Acquisition Proposal At $20.00 per share, SPG's revised acquisition proposal is more than two times the $9.40 market price of GGP's stock on February 12, 2010, the last trading day before SPG publicly disclosed its initial acquisition proposal. Because, as you know, the current market price reflects the expectation of an SPG transaction, GGP's unaffected stock price is the relevant basis for comparison. However, even using GGP's affected closing stock price of $16.57 on May 5, 2010, our proposal represents a premium of approximately 21%, which is substantially higher than the historical average change of control premium for REIT acquisition transactions. SPG's offer values GGP's equity at $6.5 billion in the aggregate. This compares with an aggregate value of $3.9 billion to current GGP shareholders based on their residual ownership interest following issuance of additional shares and dilutive warrants to the Brookfield group. This tremendous disparity in immediate value cannot be ignored -- whereas SPG would acquire GGP at a premium, the Brookfield plan would sell 75% of GGP and effective control of your company to the Brookfield group at a price below GGP's current market and net asset value. In this context, it is ironic that yesterday Brookfield management publicly accused SPG of not offering fair market value when the Brookfield-led plan offers significantly less and refuses to give up its lucrative warrants, while gaining effective control of the company for its consortium. It is highly unlikely that a recapitalized GGP under the Brookfield-sponsored change of control plan could achieve a $15.00 valuation, especially in light of the dilution that would occur should GGP issue a majority of its stock to the Brookfield consortium. Even if you were to apply SPG's industry-leading implied cap rate to the recapitalized GGP, GGP would still only be valued at approximately $12.50 per share. We do not believe GGP would trade even at this level for several reasons: -- GGP would remain highly leveraged. -- GGP would face a significant overhang of stock owned by non- long term holders who have no lockups, creating downward pressure on share price. -- The proposed warrants and the subscription rights in favor of the Brookfield consortium will impede future attempts to raise capital. -- GGP would be unable pay a material cash dividend upon emergence. In contrast, SPG's strong track record of successfully completing large acquisitions, our history of delivering superior property- level performance and the ability to generate substantial operational synergies ideally position SPG to create the most value with GGP's portfolio. Because GGP shareholders would receive a significant portion of their consideration in SPG shares, they would have much higher upside potential through an SPG-GGP combination, considering that: -- SPG has the highest credit rating of any publicly traded real estate company and a lower cost of capital. -- SPG has a strong balance sheet and substantial flexibility through unrivaled access to capital markets. -- SPG has a sector-leading management team with an established track record. -- SPG pays a substantial cash dividend. As part of our acquisition, Blackstone Real Estate Advisors, a world leader in private equity real estate investment with $25 billion of capital invested in real estate worldwide and $11 billion in available capital for future real estate investments, has committed to join our proposed acquisition of GGP. However, the proposed transaction would be effected pursuant to an agreement between GGP and SPG, and no default or failure by Blackstone or any other contemplated financing source would itself excuse performance by Simon of its obligation to acquire GGP. You have raised regulatory concerns both publicly and privately, which we believe are misplaced due to the highly fragmented nature of the retail real estate industry. Nonetheless, in the event any governmental challenge to the transaction were to arise, SPG has expressed its willingness, among other things, to sell, hold- separate or otherwise dispose of a sufficient number of SPG and/or GGP assets to address those concerns. In addition, as detailed below, in the highly unlikely event that an acquisition could not be consummated, SPG would remain committed to sponsor a recapitalization as detailed below, and including the regulatory fail safes in a recapitalization that we have proposed. In sum, our offer delivers full value to GGP with no execution risk and provides GGP shareholders with more value than GGP can realistically expect to achieve with the Brookfield group. SPG's Recapitalization Proposal SPG is also willing to proceed with the recapitalization transaction we have previously proposed in order to give the board added certainty and an avenue to provide GGP shareholders with superior value without the issuance of expensive and dilutive warrants. SPG is now prepared to amend its previously submitted proposal to sponsor a recapitalization of GGP by increasing the price per share to be paid by SPG for newly issued GGP shares in the recapitalization to $11.00 per share. Specifically, SPG would acquire 227,272,727 shares of common stock in GGP for $2.5 billion in the aggregate, or $11.00 per share. This change in the per share investment price would also apply to an SPG-sponsored recapitalization in the event it is effected as a backstop of our proposed acquisition of GGP, as described in our May 2 letter. Our $11.00 per share value is significantly superior to the Brookfield-sponsored proposal, especially when the elimination of the warrants is taken into account. Under the SPG recapitalization proposal, existing GGP shareholders would benefit by owning a greater share of GGP that they would after a Brookfield-led recapitalization, and having a more liquid security upon emergence. The purely hypothetical concerns that you have expressed regarding the potential negative consequences of Simon's presence as a shareholder of GGP are misplaced. Given SPG's long track record of successful real estate partnerships, SPG's sponsorship will benefit -- rather than harm -- GGP and its public stockholders. Nonetheless, to allay these concerns, SPG has agreed to numerous requested concessions, including: capping our voting rights at 10%; reducing the number of board nominees to two; appointing only independent directors who would also be subject to information firewalls; not acquiring any incremental shares of GGP after closing without the consent of the independent members of the GGP board; having any acquisition proposal be subject to approval by the independent members of the GGP board and a majority of the non-SPG shareholders who vote on the matter; and giving GGP the right to purchase all of SPG's shares of GGP three years after closing. In contrast to our proposal, which provides substantial protection of ongoing GGP public shareholders, in the Brookfield transaction there is no contractual or legal impediment for the Brookfield group to increase their collective ownership to 100%, including by creeping market acquisitions to squeeze out the remaining public shareholders without having to pay a control premium. Both SPG Proposals Are Superior in Every Way We believe you would be shortchanging your shareholders by supporting the insider Brookfield-Pershing Square-Fairholme transaction, by which 75% of GGP's post-recapitalization equity would be owned by these three fund managers, transferring effective control of the company to this consortium which has no significant retail real estate experience, creating a substantial overhang with respect to GGP's stock, and at a price not available to existing GGP shareholders or other investors. We stand ready to enter into definitive transaction documents before the hearing to approve the Brookfield-Pershing Square- Fairholme warrants that is currently scheduled for this Friday (and which could be postponed to next week), so that GGP can afford its shareholders the benefit of our transaction in preference to the inferior Brookfield proposal. It was in this spirit that we withdrew our formal legal objection, so as to facilitate discussion and negotiation. However, if and when the warrants are issued, SPG will withdraw its proposal and will cease any participation in GGP's bidding process. S PG will not be part of a transaction after hundreds of millions of dollars of value are summarily transferred from GGP shareholders to Brookfield, Pershing Square and Fairholme. We are prepared to answer any questions you may have about these matters and to engage constructively with you immediately. Time is short. We urge you to seize the moment to achieve the best result for GGP and its stakeholders. Very truly yours, David Simon Chairman of the Board and Chief Executive Officer cc: Adam Metz, Chief Executive Officer, General Growth Properties, Inc. Jackson Hsieh, UBS Investment Bank 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: CEO Adam Metz Received $4,715,444 in 2009 --------------------------------------------------------- General Growth Properties Inc. said it paid Chief Executive Officer Adam Metz $4,715,444 in total compensation for 2009, twice the $2,445,786 Mr. Metz received in 2008. Mr. Metz was paid $167,345 in 2007. Mr. Metz received $1,557,692 in base salary and $3,114,130 in cash bonus in 2009. In 2008, Mr. Metz received $230,769 in base salary, $0 cash bonus, and $63,870 in stock awards, and $1,938,000 in option awards. General Growth paid Edmund Hoyt, its Interim Chief Financial Officer, $1,053,596 in 2009 from $755,110 in 2008, and $1,115,847 in 2007. Joel Bayer, GGP's Senior Vice President and Chief Investment Officer, was paid $1,066,096 in 2009, from $772,751 in 2008 and $909,605 in 2007. Vice chairman Robert Michaels received $1,581,481 in 2009, $1,484,813 in 2008, and $3,952,691 in 2007. President and Chief Operating Officer Thomas Nolan, Jr., received $3,902,461 in 2009, $1,942,125 in 2008 and $167,845 in 2007. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Appoints Joel Ewanick as New Marketing Head ----------------------------------------------------------- General Motors said Joel Ewanick has been appointed vice president, U.S. Marketing, effective May 24. Mr. Ewanick, 49, will report to Mark Reuss, president, GM North America. "Joel is highly regarded in industry and marketing circles and his track record speaks for itself," said Mr. Reuss. "We are very pleased to have his marketing acumen, creative leadership and energy at GM at this critical time." As the single point for marketing, Mr. Ewanick will have responsibility for improving the positioning of the Chevrolet, Buick, GMC and Cadillac brands and consumer consideration of GM vehicles in the United States. Most recently, he was vice president of marketing, chief marketing officer for Nissan North America. Before joining Nissan in March, Mr. Ewanick served as vice president of marketing for Hyundai Motor America. During his three year tenure, Mr. Ewanick earned industry recognition as the most impactful automotive marketer in America; Automotive News' 2009 Marketing All Star of the Year; Brandweek's 2009 Marketer of the Year; and Forbes' Chief Marketing Officer of the Year. Mr. Ewanick succeeds Susan Docherty, 47, whose new position at GM will be announced soon. With extensive sales, service and marketing experience, Ms. Docherty has held positions of increasing responsibility in Canada, the U.S., Europe and Asia. Most notable is her brand work, including the launch of the 2010 Buick LaCrosse and GMC Terrain. "Susan has been deeply involved in GM's sales and marketing initiatives for many years," Mr. Reuss said. "With her drive and focus, she has laid the groundwork for solid plans and rejuvenated our agency relationships, placing us in good stead for the future. We look forward to her contribution across the business moving forward." Sharon Terlep at The Wall Street Journal says Mr. Ewanick created Hyundai's "Assurance" campaign that allowed customers to return cars if they lost their jobs. According to Ms. Terlep, the move reflects the urgency Chairman and Chief Executive Edward E. Whitacre Jr. places on winning customers and increasing sales in the critical U.S. market. Since becoming chairman last summer, Mr. Whitacre has made it no secret that he expects GM to gain share in the U.S. market, and sees raising sales as critical to its turnaround. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENOIL INC: Posts C$5.1 Million Net Loss for 2009 ------------------------------------------------- Genoil Inc. reported a net loss of C$5,152,996 for the year ended December 31, 2009, compared with a net loss of C$7,767,173 for the year ended December 31, 2008. The Company's balance sheet as of December 31, 2009, showed C$4,100,422 in assets, C$2,788,060 of liabilities, and C$1,312,362 of stockholders' equity. The Company has incurred a loss of C$5,152,996 in 2009 and has accumulated losses of C$68,042,222 at December 31, 2009. "The ability of the Company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, commercialising its upgrader technology, and obtaining the necessary financing in order to develop this technology further. "The Company is not expected to be profitable during the ensuing twelve months and therefore must rely on securing additional funds from either issuance of debt or equity financing for cash consideration." A full-text copy of the financial statements is available for free at http://researcharchives.com/t/s?6170 A full-text copy of Management's Discussion and Analysis of the Company's financial statements for the year ended December 31, 2009, is available for free at: http://researcharchives.com/t/s?6171 Genoil Inc. is a technology development company based in Alberta, Canada. The Company specializes in heavy oil upgrading, oily water separation, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining, marine and related markets. The Company's securities trade on both the TSX Venture Exchange (Symbol: GNO) and the NASDAQ OTC Bulletin Board (Symbol: GNOLF). GLOBAL CROSSING: CEO Legere Paid $4,682,774 for 2009 Work --------------------------------------------------------- John J. Legere, Chief Executive Officer of Global Crossing Limited, received $4,682,774 in total compensation for 2009 -- less than half the $10,525,802 in total compensation he received for 2008. Mr. Legere was paid $7,333,237 for 2007. Mr. Legere's 2009 base salary was $1,078,927, slightly lower the $1,100,000 base salary for 2007 and 2008. Mr. Legere received $3,250,755 in stock awards in 2009 down from $8,990,581 in stock awards he received in 2008, and $5,507,953 in stock awards he got in 2007. John A. Kritzmacher, Global Crossing's EVP and Chief Financial Officer, was paid $1,377,303 for 2009, down from the $1,670,660 he got the prior year. Mr. Kritzmacher became CFO of the Company on October 1, 2008. Hector R. Alonso, the Company's Managing Director for Latin America, was paid $1,063,944. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) is a global IP and Ethernet solutions provider with the world's first integrated global IP-based network. The company offers a full range of data, voice and collaboration services with an industry leading customer experience and delivers service to approximately 40% of the Fortune 500, as well as to 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries around the world. The Company's balance sheet showed $2.3 billion in total assets and $2.7 million in total liabilities, for a $400 million stockholders' deficit as of March 31, 2010. At December 31, 2009, the Company had US$360 million in stockholders' deficit. * * * As reported by the Troubled Company Reporter on March 31, 2010, Standard & Poor's Ratings Services raised all its ratings on Global Crossing, including the corporate credit rating to 'B' from 'B-'. The outlook is stable. GRAY TELEVISION: Annual Shareholders' Meeting Set for June 23 ------------------------------------------------------------- The Annual Meeting of Shareholders of Gray Television, Inc., will be held at 9:30 a.m., local time, on June 23, 2010, at The Peachtree Insurance Center, The Executive Board Room, 5th Floor, 4370 Peachtree Road, N.E., in Atlanta, Georgia, for the purpose of considering and acting upon: -- The election of 11 members of the Company's Board of Directors; and -- Such other business and matters or proposals as may properly come before the meeting. The Nominees are: 1. Richard L. Boger; 2. Howell W. Newton; 3. Ray M. Deaver; 4. Hugh E. Norton; 5. T. L. Elder; 6. Robert S. Prather, Jr.; 7. Hilton H. Howell, Jr.; 8. Harriett J. Robinson; 9. William E. Mayher, III; 10. J. Mack Robinson; and 11. Zell B. Miller Holders of record of the Company's common stock, no par value per share, and the Company's Class A common stock, no par value per share, at the close of business on April 16, 2010, are entitled to notice of, and to vote at, the annual meeting. Attendance at the annual meeting is limited to such shareholders of record at the close of business on April 16, 2010 and to any invitees of the Company. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?60d0 About Gray Television Headquartered in Atlanta, Georgia, Gray Television, Inc., operates 36 primary television stations serving 30 mid-sized markets. The company's total revenues were approximately $270 million for the year ended December 31, 2009. At December 31, 2009, the Company had total assets of $1,245,739,000 against total liabilities of $1,058,733,000, resulting in stockholders' equity of $93,620,000. At December 31, 2008, stockholders' equity was $117,107,000. * * * As reported by the Troubled Company Reporter on May 5, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Gray Television to 'B-' from 'CCC'. As reported by the TCR on April 22, 2010, Moody's Investors Service upgraded its Probability of Default Rating and Speculative Grade Liquidity Rating for the company, to Caa1 from Caa2 and to SGL-2 from SGL-4, respectively. Gray's Caa1 Corporate Family Rating remains unchanged. GRAY TELEVISION: Complete Issuance of $365-Mil. of Senior Notes --------------------------------------------------------------- Gray Television, Inc., has completed the issuance of $365 million aggregate principal amount of its 101/2% senior secured second lien notes due 2015. The Notes were priced at 98.085% of par. Interest on the Notes is payable semiannually, on May 1 and November 1 of each year, commencing November 1, 2010, and the Notes will mature on June 29, 2015. The Notes are secured on a second priority basis, subject to certain exceptions and certain permitted liens, by the Company's, and its subsidiary guarantors', assets that secure the Company's senior credit facility on a first priority basis. The Company's existing, and certain future, subsidiaries are guaranteeing the Notes. The Company used the net cash proceeds from the offering of Notes to: i) repay $300 million of its outstanding term loans under its senior credit facility, ii) fund the cash portion of the concurrent repurchase of approximately $60.7 million in face amount of Series D perpetual preferred stock, and $14.9 million in accrued dividends thereon, in exchange for $50 million in cash and the issuance of 8.5 million shares of common stock, and iii) pay related fees and expenses, including advisory fees. With the completion of these transactions, and by repaying $300 million of its outstanding term loans, the Company reduced the total interest cost of borrowings under its senior credit facility from an effective interest rate of LIBOR plus 8.50% to an effective rate of LIBOR plus 4.25%, including the reduction or elimination of certain fees, and achieved significant additional covenant flexibility under its senior credit facility. Headquartered in Atlanta, Georgia, Gray Television, Inc., operates 36 primary television stations serving 30 mid-sized markets. The company's total revenues were approximately $270 million for the year ended December 31, 2009. At December 31, 2009, the Company had total assets of $1,245,739,000 against total liabilities of $1,058,733,000, resulting in stockholders' equity of $93,620,000. At December 31, 2008, stockholders' equity was $117,107,000. Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray Television Inc. to 'B-' from 'CCC'. S&P removed the rating from CreditWatch, where it was placed with positive implications on April 20, 2010. The rating outlook is stable. GREGORY DOWSON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Gregory Charles Dowson Sharon Ann Dowson 528 Shoreline Highway Mill Valley, CA 94941 Bankruptcy Case No.: 10-11676 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Sheila Gropper Nelson, Esq. Law Offices of Sheila Gropper Nelson 456 Montgomery Street #1700 San Francisco, CA 94104 Tel: (415)362-2221 E-mail: SheDoesBKLaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-11676.pdf The petition was signed by the Joint Debtors. HARRY BEAN: Case Summary & 11 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Harry H. Bean Priscilla M. Bean dba H & P Apartments 234 Saltmarsh Pond Road Gilford, NH 03249 Bankruptcy Case No.: 10-11986 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Judge: J. Michael Deasy Debtor's Counsel: Eleanor Wm Dahar, Esq. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 E-mail: edahar@att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nhb10-11986.pdf The petition was signed by the Joint Debtors. HERTZ CORP: Avis Inks Confidentiality Deal to Access DTAG Data -------------------------------------------------------------- Avis Budget Group, Inc., has delivered to the Board of Directors of Dollar Thrifty Automotive Group, Inc., a signed copy of a confidentially agreement that would allow Avis access to Dollar Thrifty's data room. "We expect that there will be a level playing field to participate in your Board's process on the same terms as other parties. In addition, we are proceeding on the assumption that this Confidentiality Agreement is identical to the one signed by Hertz," Ronald L. Nelson, Avis' Chairman and Chief Executive Officer, said in an accompanying letter. "We expect that we will be given access to all of the due diligence information made available to Hertz and access to Dollar Thrifty management. In addition our financial advisor will forward to your financial advisor our preliminary request list covering certain specific diligence items. "We look forward to commencing the due diligence process expeditiously." A full-text copy of the Confidentiality Agreement is available at no charge at http://ResearchArchives.com/t/s?6194 As reported by the Troubled Company Reporter on April 27, 2010, Hertz and Dollar Thrifty signed a definitive agreement providing for Hertz to acquire Dollar Thrifty for a purchase price of $41.00 per share, in a mix of cash and Hertz common stock. The deal is valued at $1.27 billion. The $41.00 per share purchase price is comprised of 80% cash consideration and 20% stock consideration. The stock is at a fixed exchange ratio of 0.6366 per share, based upon a Hertz common stock closing price of $12.88 per share on April 23, 2010. The $41.00 per share purchase price represents approximately a 19% premium to the 30-day average closing price of Dollar Thrifty's common stock. At the closing, Hertz will issue an aggregate of 18 million shares of its common stock (excluding shares issuable upon the exercise of options that are being converted to Hertz options) and pay an aggregate of $750 million in cash (excluding the special $200 million Dollar Thrifty dividend). Hertz will also assume or refinance Dollar Thrifty's existing fleet debt, outstanding at closing. Upon the close of the transaction, Dollar Thrifty stockholders will own 5.5% of the combined company on a diluted basis. Dollar Thrifty will become a wholly owned subsidiary of Hertz and Dollar Thrifty common stock will cease trading on the NYSE. Barclays Capital acted as lead financial advisor to Hertz and Bank of America Merrill Lynch also provided advice. Hertz also worked with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and the law firm of Cleary Gottlieb Steen & Hamilton LLP. Rival Avis Budget Group, Inc., on May 3 indicated to Dollar Thrifty's Board of Directors it would like to make a substantially higher offer to acquire Dollar Thrifty. Avis Budget has hired Citigroup as financial advisor and Kirkland & Ellis LLP as legal counsel to advise on a possible deal with Dollar Thrifty. About Avis Budget Group Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides vehicle rental services, with operations in more than 70 countries. Through its Avis and Budget brands, the Company is a leading vehicle rental company in each of North America, Australia, New Zealand and certain other regions based on published airport statistics. Avis Budget Group is headquartered in Parsippany, N.J. and has more than 22,000 employees. At December 31, 2009, the Company had $10.093 billion in total assets against total current liabilities of 1.284 billion, total liabilities exclusive of liabilities under vehicle programs of $4.033 billion, and liabilities under vehicle programs of $5.828 billion, resulting in stockholders' equity of $222 million. * * * Avis Budget Car Rental LLC continues to carry Moody's Investors Service's B2 corporate family rating. Avis Budget Group Inc. carries Standard & Poor's Ratings Services' B+ corporate credit rating. About Hertz Corp. Hertz Corporation, headquartered in Park Ridge, New Jersey, is an automobile and equipment rental company. Hertz carries Moody's B1 Corporate Family Rating and Probability of Default Rating. About Dollar Thrifty Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value- conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. The Company's balance sheet at Dec. 31, 2009, showed $2.64 billion in total assets and $2.25 billion in total liabilities. In November 2009, Standard & Poor's Ratings Services raised its corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in light of the Company's improved operating and financial performance that began in mid-2009. Moody's Investors Service also upgraded Dollar Thrifty's Probability of Default Rating to 'B3' from 'Caa2' and Corporate Family Rating to 'B3'. HIGH PRAISE: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: High Praise Christian Center, Inc. 2418 Panola Road Lithonia, GA 30058 Bankruptcy Case No.: 10-73363 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Dorna Jenkins Taylor, Esq. Taylor & Associates, LLC Suite 500, 1401 Peachtree Street Atlanta, GA 30309 Tel: (404) 870-3560 Fax: (404) 745-0136 E-mail: dorna.taylor@taylorattorneys.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73363.pdf The petition was signed by Lee Anthony Norwood, CEO. HILLARY HARMON: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hillary Durgin Harmon 1305 South Blvd. Houston, TX 77006 Bankruptcy Case No.: 10-33789 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Leonard H Simon, Esq. Pendergraft & Simon LLP 2777 Allen Parkway Ste 800 Houston, TX 77019 Tel: (713) 737-8207 Fax: (832) 202-2810 E-mail: lsimon@pendergraftsimon.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 filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-33789.pdf The petition was signed by Hillary Durgin Harmon. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- P.J. Murphey Harmon 10-30193 01/04/10 HOTEL EQUITY FUND V: Court Dismisses Involuntary Chapter 11 Case ---------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware has dismissed the involuntary chapter 11 bankruptcy petition filed against Hotel Equity Fund V, LLC. The resort's lender, Wells Fargo Bank N.A. -- as successor to Wachovia Bank, N.A. -- made the dismissal request. Hotel Equity's principal asset is the Four Seasons Resort Nevis, West Indies. The resort's Web site says the hotel was damaged by Hurricane Omar in 2008 and is closed. As reported by the Troubled Company Reporter, three creditors filed an involuntary Chapter 11 petition on March 19 against Hotel Equity Fund V LLC (Bankr. D. Del. Case No. 10-10951). The three petitioning creditors -- Capstead Mortgage Corp., Bergland Architects, LLC, and Island Water World -- have claims just above $300,000. The largest of the three is $275,000 owing to Capstead Mortgage Corp., for an unsecured loan. According to netDockets, the petitioning creditors filed the involuntary petition to block Wells Fargo's foreclosure of the resort. netDockets relates that Wells Fargo's Dismissal Motion was challenged by Capstead and its affiliate Redtail Capital Partners One, LLC, but was supported by Four Seasons Hotels and Resorts B.V., which managed the resort prior to its closure following the hurricane and is positioned to manage the property when it reopens later this year; the sovereign government of Nevis (a/k/a the Nevis Island Administration); and the homeowners association for resort condominiums/homes built as part of the resort. netDockets also relates that Wells Fargo sought sanctions against Capstead and Redtail Capital for the filing of the involuntary petition. Capstead countered by seeking sanctions against Wells Fargo for alleged violations of the Court's scheduling order governing the exchange of discovery. The Court's Dismissal Order does not address either request for sanctions, netDockets says. HOME PROPERTIES: Fitch Affirms Preferred Stock Rating at 'BB+' -------------------------------------------------------------- Fitch Ratings has affirmed these ratings for Home Properties, Inc.: Home Properties, Inc. -- Issuer Default Rating at 'BBB'; -- Perpetual preferred stock (indicative) at 'BB+'. Home Properties, L.P. -- IDR at 'BBB'; -- Unsecured Revolving credit facility at 'BBB'; -- Senior exchangeable notes at 'BBB' The Rating Outlook is Stable. The ratings affirmations reflect HME's solid operating performance during 2009, reflecting a flat same store net operating income change as compared to 2008 and occupancy remaining close to 95%. Credit concerns include the company's high leverage and somewhat weak fixed charge coverage for the rating category, as well as a liquidity shortfall. Offsetting these concerns are the company's plans to de-lever through its at-the-market program and incremental revenue expected from properties under construction expected to deliver in 2010 and stabilize in 2011 and 2012. HME's 105 apartment communities are located across nine states, particularly in suburbs of major metropolitan markets that have barriers to new construction and limited new apartment supply. HME's assets often provide homes to renters of necessity. The defensive nature of these properties creates more stable cash flows than properties leased to more transient renters, reflected in the flat same store NOI HME generated in 2009. That year was a notoriously difficult year for apartment community owners; HME was the only multifamily REIT (real estate investment trust) within Fitch's rating universe that did not report negative same store NOI growth for 2009. The ratings affirmations center on Fitch's expectation that leverage will decline somewhat in the near- to medium-term. Leverage, defined as net debt to recurring operating EBITDA, was 8.6 times as of Dec. 31, 2009, and remains elevated for the rating category. Fitch expects that, given the defensive nature of the markets in which HME operates, same store NOI will decline slightly in 2010, and begin to grow in 2011 and 2012. This modest NOI decline, coupled with incremental revenue expected from the two properties currently under construction, will likely result in leverage in the low 8.0x range, which is appropriate for the rating given the company's relatively small size and geographic concentration. The ratings are further supported by the company's solid coverage of unsecured debt and the moderate operating results for 2009. Fitch calculates that HME's ratio of unencumbered operating real estate, valued at an 8.25% capitalization rate, to net unsecured debt was 3.3x, which is strong for the rating category. Additionally, HME's risk-adjusted capital ratio was 1.10x as of Dec. 31, 2009, unchanged from Dec. 31, 2008, which is adequate at a 'BBB' rating category stress level. A credit weakness is the fact that fixed charges (defined as recurring operating EBITDA less capital expenditures divided by cash interest expense and capitalized interest) declined to 1.8x for the 12 months ended Dec. 31, 2009 from 1.9x for the same period in 2008. Fitch expects HME's fixed charge coverage to remain fairly steady through 2012, but this level is somewhat weak for the rating category. Another credit concern is HME's liquidity profile. Fitch calculates that the company's sources of liquidity (unrestricted cash, availability under the company's unsecured revolving credit facility and projected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (pro rata debt maturities pro forma for recent refinance activities and projected recurring capital expenditures) result in a liquidity coverage ratio of only 0.4x from Jan. 1, 2010 through Dec. 31, 2011. However, liquidity coverage would improve to 1.0x if 2010 and 2011 secured debt maturities are refinanced at par. While HME has more than 20% of total debt outstanding maturing through 2011, it has begun to address these upcoming maturities through mortgage refinancing. Liquidity in the secured debt financing market has been provided by Fannie Mae and Freddie Mac, mitigating concerns for HME's ability to refinance these non- recourse secured loans. While HME is primarily a secured debt borrower, its ratios under its unsecured credit facility do not currently hinder its financial flexibility. Fitch would be concerned if the secured debt leverage ratio were to rise to more than 55% under the company's bank covenants. The ratings also indicate the strength of HME's management team, including senior officers and property and leasing managers. Additionally, while Fitch acknowledges that HME has a solid portfolio in suburban markets with mature housing stock and high average single-family home prices, 85% of same store NOI in 2009 came from 87 communities in five states, indicating some geographic concentration. The Stable Rating Outlook is based on Fitch's opinion that while leverage is currently high for the rating category, Fitch expects HME's leverage to decline from current levels. Weaker than expected property fundamentals could put pressure on HME's leverage, absent the company raising equity to repay indebtedness. Additionally, while unencumbered asset values cover unsecured debt by more than 3.0x, fixed charge coverage of 1.8x is somewhat weak for the rating category. As such, there would be negative pressure on the ratings if the company does not de-lever as expected and maintains credit metrics similar to those as of Dec. 31, 2009. The two-notch difference between HME's IDR and its indicative preferred stock rating is consistent with Fitch's criteria for corporate entities with hybrid securities. Based on Fitch's criteria reports, 'Rating Hybrid Securities' and 'Equity Credit for Hybrids and Other Capital Securities - Amended,' both dated Dec. 29, 2009, the company's cumulative preferred stock would likely have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Guidelines for Further Rating Actions: Any of these factors may have a positive impact on HME's ratings and/or Outlook: -- Leverage, defined as net debt to recurring operating EBITDA, maintains below 7.0x over the next 12 to 24 months. (Leverage was 8.6x as of Dec. 31, 2009); -- Fixed charge coverage, defined as recurring operating EBITDA less capital expenditures divided by cash interest expense and capitalized interest, sustains above 2.2x for several quarters. (coverage was 1.8x for the 12 months ended Dec. 31, 2009); -- HME demonstrates access to multiple forms of capital; -- HME maintains a liquidity surplus. Any of these factors may have a negative impact on HME's ratings: -- Leverage sustains above 8.5x for several quarters; -- Fixed charge coverage sustains below 1.8x for several quarters. HSH DELAWARE: U.S. Trustee's Bid for Examiner Fails --------------------------------------------------- The Bankruptcy Court denied a March 23 bid by Roberta DeAngelis, the acting U.S. Trustee, for the appointment of an examiner in the Chapter 11 case of HSH Delaware GP LLC, Carla Main at Bloomberg News reports. According to the report, the request was denied "on a preliminary basis, without prejudice," meaning that the request can be made again. Judge Walrath will hear the renewed request on the same day as the hearing on a separate motion made by HSH Delaware's secured lenders including Royal Bank of Scotland NV, seeking appointment of a trustee, or, alternatively, terminating the debtor's period of exclusivity in filing a plan of reorganization. In its request for an examiner, the U.S. Trustee noted that the lenders have moved for the appointment of a Chapter 11 trustee based on allegations that include inappropriate corporate behavior, mismanagement, failure to meet the fiduciary duties imposed on a debtor-in-possession under the Bankruptcy Code and acrimony between the lenders and Debtors. According to the U.S. Trustee, the examiner should (i) investigate whether the actions were proper corporate activities; and (ii) file a report that will enable the Court and parties-in-interest to evaluate the genesis of any irregularities and to identify persons against whom the Debtors' estates might have claims or rights of action. The lenders consist of Royal Bank of Scotland N.V., Commerzbank AG, Filiale Luxembourg, The Royal Bank of Scotland plc, Landsbanki Islands hf Amsterdam Branch, Lloyds TSB Bank plc and Credit Agricole Corporate and Investment Bank. About HSH Delaware HSH Delaware GP LLC is based in Wilmington, Delaware. Nine HSH partnerships were created in 2006 to buy a 26% stake in HSH Nordbank AG, the world's largest shipping financier, from WestLB AG for about EUR1.25 billion ($1.76 billion). The partnerships received unsecured term and revolving loans of EUR375 million from ABN AMRO bank to fund the purchase of HSH Nordbank shares. As reported by the Troubled Company Reporter on September 9, 2009, creditors with claims aggregating $27.8 million filed a petition to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr. D. Del. Case No. 09-13145). Commerzbank AG, Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and Landsbanki Islands HF filed the involuntary Chapter 7 petition. HSH Delaware filed for Chapter 11 bankruptcy protection on January 21, 2010 (Bankr. D. Delaware Case No. 10-10187). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC; HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. -- also filed separate Chapter 11 petitions. John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins, Esq.; and Robert J. Stearn Jr., Esq., assist the Debtors in their restructuring effort. The Debtors' Canadian Counsel is McCarthy Tetrault LLP. The Debtors' Chief Restructuring Officer is H Ronald Weissman. IESI CORPORATION: Waste Services Deal Cues Moody's Rating Upgrade ----------------------------------------------------------------- Moody's Investors Service upgraded its ratings of IESI Corporation to Ba2 in recognition of the continuing improvement in the company's operating performance and the anticipated benefits of the proposed merger with Waste Services, Inc. (B2 on review for possible upgrade). Concurrent with this action, Moody's has transferred its Corporate Family and Probability of Default ratings of IESI to its Canadian parent, IESI-BFC Ltd. which guarantees the debt of IESI and assigned a Speculative Grade Liquidity Rating of SGL-2 to BIN. The rating outlook is stable. Moody's assigned (P)Ba2 ratings to the new $950 million first lien senior secured bank credit facility that IESI will enter contemporaneous with the merger's closing. The proceeds of the new rated credit facility and a new Canadian dollar-denominated credit facility (not rated) arranged by IESI's Canadian sister company will refinance their respective existing bank credit facilities and all of Waste Services' debt to be assumed either by IESI or its Canadian sister companies in the merger. These actions resolve the review for upgrade of IESI's ratings initiated on November 12, 2009 upon the joint announcement by IESI and Waste Services of their plans to complete a stock-for-stock merger. If the transaction closes as anticipated, Moody's will withdraw its ratings of IESI's existing first lien senior secured credit facility as well as the ratings of Waste Services. The upgrade of the Corporate Family rating reflects BIN's and IESI's demonstrated compliance with their revised financial policy that they undertook starting in 2009, whereby each stated a leverage target (reported Debt to EBITDA) of 2.5 times or lower. Although an equity infusion by BIN allowed IESI to meaningfully lower its debt in the first half of 2009, the ratings anticipated that the company would continue to grow through acquisitions and that leverage metrics could exceed the targeted range. The planned stock-for-stock merger will provide sizeable growth for the company with only a nominal, and near term effect on credit metrics. Moody's expects credit metrics to remain supportive of the Ba2 rating category during the integration period, notwithstanding the assumption of about $400 million of Waste Services' debt. The Ba2 corporate family rating reflects BIN's and IESI's strong balance sheets, good liquidity and the expectation that its operations will continue to produce a level of funds from operations that covers debt service obligations with meaningful cushion. The ratings benefit from the below average risk of the solid waste sector as evidenced by the steady credit metrics profile BIN and its peers maintained through the 2009 recession. The majority of BIN's credit metrics at March 31, 2010 are indicative of the Ba or Baa rating levels. The Ba2 rating also considers the sectors generally recession-resistant nature, BIN's ability to achieve price increases that help offset the combination of weaker volumes and cost inflation, particularly for fuel, and it's relatively low exposure to construction and demolition waste volumes. BIN also achieves an EBITDA margin that is competitive with those of its larger industry peers, although its EBIT margin is relatively weak, because of the relatively larger component of amortization that results from its history of acquisitive growth. Moody's believes BIN will maintain good liquidity, which leads to the assignment of the SGL-2 Speculative Grade Liquidity rating. BIN chooses to hold only a nominal amount of unrestricted cash on hand, relying on same day availability under its revolvers. However, Moody's expect solidly positive free cash flow generation and aggregate availability of at least $250 million on the two revolvers, before considering any draws to fund acquisitions that could occur. Moody's anticipates that the company will remain compliant with the financial covenants of its revolvers, although cushion in 2010 is initially modest. The stable outlook reflects Moody's expectation that BIN will maintain good liquidity and benefit from improving volume trends as economic activity recovers and that the integration risk attributable to the acquisition of Waste Services is modest. The merger plan calls for modest synergy benefits. IESI has experience integrating large transactions, since it concluded in 2007, the debt-funded acquisition of Winter Brothers located in Long Island, New York. Moody's also expects the solid waste issuers to continue their similar focus on maximizing return on invested capital, which should prevent aggressive pricing practices that would be detrimental to the sector's current strong operating margin profile. These factors should allow BIN and IESI to sustain their strong EBITDA margin and supportive credit metrics. The outlook could be changed to positive if BIN maintains its March 31, 2010 credit metrics in upcoming quarters, while potentially pursuing additional acquisitions. Moody's believes BIN could pursue acquisitive growth but that it would remain a disciplined bidder and acquisition activity would focus on tuck- ins to the existing operating footprint. Debt to EBITDA sustained at or below 2.0 times, FFO + interest to interest sustained above 6.0 times and free cash flow to debt that remains above ten percent could lead to an outlook change or upgrade. The outlook could be changed to negative or the ratings downgraded if BIN was to sustain Debt to EBITDA above 3.0 times, FFO + Interest to Interest below 4.0 times or if it was unable to sustain positive free cash flow generation. Moody's could also change the outlook to negative or downgrade the ratings if BIN was to loosen its financial policies by increasing its leverage target above the current 2.5 times, if it was to execute significant debt-funded returns to shareholders or if aggregate revolver availability reduced by half or cushion with financial covenants tightened from current levels. The last rating action was on November 12, 2009, when the ratings of IESI were placed on review for possible upgrade. Upgrades: Issuer: IESI Corporation -- Senior Secured Bank Credit Facility, Upgraded to a range of Ba2, LGD3, 42% from a range of B1, LGD3, 45% Assignments: Issuer: IESI Corporation -- Senior Secured Bank Credit Facility, Assigned (P)Ba2, LGD3, 46% -- Senior Secured Bank Credit Facility, Assigned (P)Ba2, LGD3, 46% Issuer: IESI-BFC Ltd. -- Probability of Default Rating, Assigned Ba2 -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba2 Outlook Actions: Issuer: IESI Corporation -- Outlook, Changed To Stable From Rating Under Review Withdrawals: Issuer: IESI Corporation -- Probability of Default Rating, Withdrawn, previously rated B1 -- Corporate Family Rating, Withdrawn, previously rated B1 IESI Corporation, based in Fort Worth, TX, is a vertically integrated provider of non-hazardous solid waste management services, serving ten southern and northeastern U.S. states. IESI is a wholly-owned subsidiary of IESI-BFC Ltd. IESI-BFC Ltd., headquartered in Toronto, Ontario, Canada, through its operating subsidiaries, provides vertically integrated non- hazardous solid waste services to commercial, industrial, municipal and residential customers in Canada and the south and northeast U.S. INN AT MISSOURI: Files for Chapter 11 in St. Louis -------------------------------------------------- Inn at Missouri Research Park LLLP filed for Chapter 11 protection (Bankr. E.D. Miss. Case No. 10-44907) on May 3 to prevent a foreclosure from going forward the next day. Inn at Missouri is the owner of the Wingate by Wyndham Hotel in Weldon Spring, Missouri. It estimated assets at more than $10 million while debt at $1 million to $10 million. According to Bloomberg's Bill Rochelle, the secured creditor, Premier Bank, filed a motion asking the bankruptcy judge in St. Louis to modify the automatic stay so foreclosure could proceed. The bank claims the property is worth less than the $8 million in secured debt that matured in March. INNOVATIVE COMMUNICATION: Commission OKs CFC Purchase ----------------------------------------------------- The Public Services Commission of the U.S. Virgin Islands voted unanimously yesterday to approve the acquisition by National Rural Utilities Cooperative Finance Corporation (CFC) of the Virgin Islands Telephone Corporation (Vitelco) and Innovative Cable TV. Upon final bankruptcy court approval of CFC's acquisition of these and other businesses from the bankruptcy estate of Innovative Communication Corporation (ICC), CFC will close the transaction to own and manage ICC's operating businesses, including Vitelco. "Today's approval of the transfer is the result of a lengthy and thorough review by the PSC, its Hearing Examiner, and PSC staff and its consultants," stated CFC Chief Financial Officer Steven Lilly. "CFC is committed to operating a state-of-the-art telecommunications system that will be an asset to the businesses and residents of the Virgin Islands." In January 2009, CFC announced that it would make a credit bid to acquire the ICC-owned businesses from ICC, which remains in Chapter 11 bankruptcy. The PSC approval represents the final regulatory approval necessary for CFC to complete its acquisition of the ICC businesses, as CFC has already received approvals from other regulators, including the U.S. Federal Communications Commission. The Chapter 11 Trustee and CFC will now request final authorization from the U.S. Bankruptcy Court to consummate the credit bid. About CFC National Rural Utilities Cooperative Finance Corporation is a cooperative that serves the nation's rural utility systems. With more than $20 billion in assets, CFC provides its member- owners with an assured source of market-priced capital and financial products and services. CFC can be found online at nrucfc.org. INTERPUBLIC GROUP: Moody's Assigns 'Ba2' Rating on $650 Mil. Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to The Interpublic Group of Companies, Inc.'s amended $650 million senior unsecured revolving credit facility due July 18, 2013. The transaction enhances IPG's liquidity profile by extending the maturity date of the credit facility from July 2011 to July 2013 and increasing the revolver commitment size from $335 million to $650 million. IPG's Ba2 Corporate Family Rating is unchanged, but its Probability of Default Rating has been changed to Ba2 from Ba1, based on a revision in Moody's expected family recovery rate to 50% from 35%. LGD point estimates were updated based on the new capital structure. The rating outlook remains positive. Issuer: Interpublic Group of Companies, Inc. (The) -- Probability of Default Rating, Changed to Ba2 from Ba1 -- Senior Unsecured Bank Credit Facility, Assigned Ba2, LGD4, 52% -- Senior Unsecured Conv./Exch. Bond/Debenture, Changed to Ba2, LGD4, 52% from Ba2, LGD4, 68% -- Senior Unsecured Regular Bond/Debenture, Changed to Ba2, LGD4, 52% from Ba2, LGD4, 68% The credit facility is not guaranteed by IPG's subsidiaries and ranks pari passu with other senior unsecured indebtedness of the company. The amendment provides additional EBITDA cushion to facilitate covenant compliance and maintain continued access to the revolver. Moody's anticipates that IPG will not have difficulty remaining in compliance with the credit agreement financial covenants, which include a minimum interest coverage covenant, a maximum leverage covenant and a minimum consolidated LTM EBITDA requirement. The moderate increase in pricing will not have a material impact on the company's cash flows and credit metrics as Moody's do not anticipate the company will be reliant on the revolver for liquidity as long as it sustains its large cash balance which Moody's believes is likely for the near to intermediate-term. IPG also announced the commencement of an offer to purchase for cash up to 370,000 shares of its outstanding 5.25% Series B Cumulative Convertible Perpetual Preferred Stock. IPG has approximately $525 million of preferred stock outstanding. Assuming IPG accepts the full 370,000 shares for which it is tendering and that it pays the maximum purchase price, the company will spend a maximum amount of $400 million to repurchase the stock (including accrued dividend payments). Moody's expects the tender offer will be funded with cash on hand, which stood at $1.9 billion at 3/31/2010. Notably, the transaction will have a positive impact on the company's debt to EBITDA leverage ratio if fully funded with cash, despite the fact that Moody's includes only 50% of this issue in credit ratio calculations. In Moody's opinion, the credit facility amendment and the preferred stock repurchase, demonstrate IPG's commitment to improving its financial flexibility by de-levering its balance sheet and maintaining a goal of regaining its investment grade status. Moody's notes that further deleveraging provides incremental support to Moody's positive outlook and IPG's recently upgraded CFR. The last rating action was on March 12, 2010, when Moody's upgraded IPG's CFR to Ba2. IPG's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of IPG's core industry and IPG's ratings are believed to be comparable to those of other issuers of similar credit risk. The Interpublic Group of Companies, Inc., with its headquarters in New York is among the world's largest advertising, marketing and corporate communications holding companies in the world. Revenues and EBITDA (incorporating Moody's standard adjustments) for 2009 were $6 billion and $932 million respectively. INTERTAPE POLYMER: Posts $5.8 Million Net Loss for 1st Qtr 2010 --------------------------------------------------------------- Intertape Polymer Group Inc. released results for the first quarter ended March 31, 2010. All dollar amounts are US denominated unless otherwise indicated. First Quarter Highlights: * Sales increased 24.5% to $173.1 million * Strong top-line performance from both divisions * Continued strong contribution from new products * EBITDA of $8.0 million, up 19.4% from prior year Net loss for the first quarter of 2010 was $5.8 million or $0.10 per share, both basic and diluted, compared to a loss of $6.7 million or $0.11 per share, both basic and diluted, for the same period last year. Continued increases in raw material costs combined with a lack of pricing power continued to impact gross margins. Higher selling, general and administrative expenses in a number of categories, including a significant bad debt in the ECP division further affected profitability. "Intertape's sales increased markedly during the first quarter, a result of the continued traction of our new high-margin products, as well as from generally improved market conditions," said Intertape's Chairman, Eric E. Baker. "Our Engineered Coated Products division was able to post an improvement in sales volume, despite continued weakness in the construction and building markets. While we have experienced top line growth, our bottom line continues to be affected primarily by high raw material costs and an industry environment that has inhibited our pricing ability. First quarter sales of 2010 increased 24.5% to $173.1 million, compared to $139.1 million for the first quarter of 2009 and up 7.7% sequentially from $160.8 million for the fourth quarter of 2009. Sales for the quarter benefited from improved economic conditions, new products, and channel and market development. On a year-over-year basis, sales for the Tapes and Films Division for the first quarter of 2010 increased by 26.0% to $145.3 million while sales for the ECP Division increased by 17.2% to $27.8 million. Selling prices for the first quarter of 2010 were approximately equal to those for the first quarter of 2009 and increased approximately 2% compared to the fourth quarter of 2009 due to product and channel mix. Gross profit for the first quarter of 2010 totaled $19.6 million, compared to $14.8 million a year ago, reflecting a $6.0 million increase in the T&F Division and a $1.1 million decrease in the ECP Division. The gross margin increased to 11.3% in first quarter of 2010 from 10.7% for the prior year. Gross profit for the first quarter of 2010 was higher primarily due to higher sales volume which was partially offset by resin-based raw material costs increasing more than selling prices. SG&A expenses were $18.9 million for the first quarter of 2010, $3.5 million higher than the $15.4 million for the first quarter of 2009, mainly due to higher selling expenses associated to improved sales volume as well as an increase in professional services and bad debt expenses. Sequentially, SG&A expenses declined $1.1 million over the fourth quarter of 2009 due to the non-recurrence of certain costs that were referenced in the fourth quarter results. EBITDA for the first quarter of 2010 was $8.0 million compared to $6.7 million for each of the first and fourth quarters of 2009 respectively. EBITDA for the first quarter was higher sequentially from the fourth quarter of 2009 primarily due to lower SG&A expenses and a $1.1 million charge in the fourth quarter of 2009 for the closure of the Hawkesbury, Ontario facility partially offset by lower gross profit. The Company generated cash flows from operating activities before changes in working capital items for the first quarter of $4.8 million compared to $1.4 million in the first quarter last year. Cash flows from operating activities decreased in the first quarter of 2010 by $13.6 million to negative $1.6 million from positive $11.9 million in the first quarter a year ago. In the first quarter of 2010, changes in working capital items resulted in a net use of funds of $6.5 million. Reflecting higher sales during the first quarter of 2010, trade and other receivables increased by $10.4 million and inventories by $9.1 million, respectively. These amounts were partially offset by the $12.6 million increase in accounts payable and accrued liabilities. The continued efforts to better manage the balance sheet through the first quarter are well reflected in Days Sales Outstanding and Days Inventory when compared with last year declined from 46 days to 43 days and from 61 days to 49 days, respectively. Outlook "Our first quarter results set the stage for an improving 2010. Sales rebounded nicely on the strength of our product offerings and signs of recovery in the general economy. In the second quarter, we expect sales and EBITDA to increase over the first quarter," said Intertape's Executive Director, Melbourne F. Yull. "We are encouraged by recent data on U.S. housing starts and building permits which signal the start of a recovery in the construction and building industry. "Moreover, our margins should start to return to more normalized levels as we enter the third quarter due to anticipated decreases in raw material input costs, and announced selling price increases. Traditionally 60-90 days are required to fully benefit from these actions as the effects work through our operations. In addition, we expect to realize some of the savings from our expense reduction program, which is now tracking beyond the original 2010 estimate of $12.5 million. The full positive impact of these combined initiatives will be felt in the latter half of this year," concluded Mr. Yull. A full-text copy of the company's Form 6-K is available for free at http://ResearchArchives.com/t/s?617f About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. * * * As reported by the Troubled Company Reporter on April 6, 2009, Standard & Poor's Ratings Services lowered its ratings, including its corporate credit rating, to 'CCC+' from 'B' on Intertape Polymer Group Inc. and related entities. At the same time, S&P removed the ratings from CreditWatch with negative implications, where S&P placed them on March 23, 2009. The outlook is negative. JAMES ROTH: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: James Marvin Roth 3989 Ocean Front Walk San Diego, CA 92109 Bankruptcy Case No.: 10-07659 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: K. Todd Curry, Esq. Curry & Associates 525 B Street, Suite 1500 San Diego, CA 92101 Tel: (619) 238-0004 Fax: (619) 238-0006 E-mail: tcurry@currylegal.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 creditors together with its petition. The petition was signed by the Debtor. JAY MOSKOWITZ: Voluntary Chapter 11 Case Summary ------------------------------------------------ Joint Debtors: Jay P. Moskowitz Nadine K. Baddour 5655 Cross Gate Drive NW Atlanta, GA 30327 Bankruptcy Case No.: 10-73348 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Evan M. Altman, Esq. Bldg. 2 - Northridge 400 8325 Dunwoody Place Atlanta, GA 30350 Tel: (770) 394-6466 E-mail: evan.altman@laslawgroup.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. The petition was signed by the Joint Debtors. JEFFERSON RD.: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jefferson Rd., LLC 1040 Arbor Trace Atlanta, GA 30319 Bankruptcy Case No.: 10-73245 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Ian M. Falcone, Esq. The Falcone Law Firm PC 363 Lawrence Street Marietta, GA 30060 Tel: (770) 426-9359 E-mail: attorneys@falconefirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73245.pdf The petition was signed by William B. Weatherford, manager. KEYSTONE TEMPORARY: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Keystone Temporary Assignment Group, Inc. 1 Mid Rivers Mall Drive, Suite 280 Saint Peters, MO 63376 Bankruptcy Case No.: 10-44904 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: A. Thomas DeWoskin, Esq. Danna McKitrick, PC 7701 Forsyth, Suite 800 St. Louis, MO 63105 Tel: (314) 726-1000 E-mail: edmoecf@dmfirm.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/moeb10-44904.pdf The petition was signed by A. Patrick Queensen and/or Kenneth G. Amsinger, president and/or secretary. K.N. TURF: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: K.N. Turf, Inc. and K.N. Turf, Inc. as successor to R.K. Turf, Inc. by merger dba Rock Creek Growers P.O. Box 568 Kimberly, ID 83341-0568 Bankruptcy Case No.: 10-40758 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court District of Idaho (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Brent T. Robinson, Esq. P.O. Box 396 Rupert, ID 83350 Tel: (208) 436-4717 E-mail: btr@idlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb10-40758.pdf The petition was signed by Randy Anderson, president. LANDMARK VALLEY: Wants Case Converted to Chapter 7 Liquidation -------------------------------------------------------------- Landmark Valley Homes, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to convert its reorganization case to one under Chapter 7. The Debtor is represented by: Kurt Stephen, Esq. Cardenas, Whitis & Stephen, L.L.P. 100 South Bicentennial McAllen, TX 78501 Tel: (956) 631-3381 Fax: (956) 687-5542 McAllen, Texas-based Landmark Valley Homes, Inc., owns and operates residential construction/real estate development business. The Company filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013). The Company has assets of $34,119,790, and total debts of $19,484,476. LEGACY AT JORDAN: Section 341(a) Meeting Scheduled for May 25 ------------------------------------------------------------- The U.S. Trustee for the Eastern District of North Carolina will convene a meeting of The Legacy at Jordan Lake, LLC's creditors on May 25, 2010, at 10:00 a.m. The meeting will be held at the USBA Creditors Meeting Room, Two Hannover Square, Room 610, 434 Fayetteville Street Mall, Raleigh, NC 27601. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Apex, North Carolina, The Legacy at Jordan Lake, LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010 (Bankr. E.D. N.C. Case No. 10-03317). Trawick H. Stubbs Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. LEHMAN BROTHERS: LBI Trustee Charged $12,600 to Review Sale ----------------------------------------------------------- Carla Main at Bloomberg News reports that -- in the trial where Lehman Brothers Holdings Inc. is alleging that Barclays Plc took $11 billion more in assets than it was entitled to receive in a quick sale of Lehman's key assets just days after its bankruptcy filing -- Barclays lawyers pointed out that James Giddens, the trustee for Lehman's brokerage unit, reviewed the terms of the sale and charged $12,600 for the review. According to the report, counsel to Barclays, David Boies, of New York-based Boies Schiller & Flexner LLP, noted that one of the documents reviewed and signed by Mr. Giddens, the trustee to Lehman Brothers Inc., was a clarification letter detailing assets Barclays would get when it bought the defunct brokerage in September 2008. Mr. Giddens charged $787.50 an hour for 16 hours of work on Saturday, Sept. 20, 2008. The work included reviews of revisions to the asset purchase agreement following negotiations, Mr. Boies said, reading from the fee request. Meanwhile, James Seery, the former head of the fixed-income loan business for LBHI, testified at the trial that it was no secret that Barclays was getting a discount given the volatility of the market and the difficulty in pricing securities at the time. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Trustee Has Closing Deals with 3 Banks ----------------------------------------------------------- James W. Giddens, trustee for Lehman Brothers, Inc., entered into separate stipulations in connection with closing of certain transactions with these parties: * CoBank Agricultural Credit Bank * National Bank Financial Inc. * Swedbank AB (Publ) Before the Petition Date, LBI and CoBank entered into a transaction for the sale of certain private placement securities to CoBank. Similarly, LBI and National Bank entered into securities lending transactions under a Master Securities Loan Agreement. On the Petition Date, all outstanding loans were duly terminated by National Bank. Swedbank entered into a foreign exchange transaction with LBI. The LBI Trustee and Banks desire to closeout the Transactions and Loans and take certain other actions related to the closeout. The LBI Trustee has determined, in consultation with his professional advisors including Deloitte & Touche LLP, that it would be in the best interests of the LBI Estate, its customers and creditors that the outstanding Transactions and Loans be closed out subject to the payment to the Trustee of: (A) $28,470,600 with respect to CoBank; and (B) (i) these securities:(a) Government of Canada, 5.75%, June 1, 2029, Quantity: 11,862,000, CUSIP 135087WL4; and (b) Province of British Columbia, 4.7%, December 18, 2012, Quantity: 5,400,000, CUSIP 110709FN7; and (ii) the U.S. Dollar equivalent, based on National Bank of Canada's Noon spot rate on the business day immediately preceding payment of the sum of C$ $1,330,094, which represents interest accrued and paid on the securities from September 15, 2008 through December 31, 2009. (C) $23,010,665 with respect to Swedbank. The terms of the Stipulations are: (1) CoBank agrees to pay the LBI Trustee the Closeout Amount and National Bank agrees to pay the LBI Trustee the cash portion of the Termination Amount in immediately available funds to: Union Bank, N.A. ABA No. 1220000196 A/C No. 3713096431 TRUSDG James W. Giddens, Trustee, LBI Funds Account, Account No. 6711860101 National Bank agrees to deliver the securities portion of the Termination Amount immediately to: Fed Wireable Securities Union Bank, N.A. ABA NO. 122000496 Union Bank/TRUST Ref: A/C #6711860101 James W. Giddens DTC Eligible Securities Union Bank, N.A. Depository Trust Participant Account 2145 Ref: 6711860101 James W. Giddens Swedbank agrees to pay the Trustee the Closeout Amount in immediately available funds to: Union Bank, N.A. ABA No. 1220000496 A/C No. 3713096431 TRUSDG James W. Giddens, Trustee, LBI Funds Account, Account No. 6711860101 (2) Upon receipt by the LBI Trustee of the Closeout Amounts and Termination Amount, the Transactions and Loans will be fully and finally closed without the need for any further Court approval or other action by the Parties. The Court approved the stipulations entered with CoBank and National Bank. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Trustee Wants City-YUWA as Special Counsel --------------------------------------------------------------- James Giddens, trustee for Lehman Brothers Inc., seeks court approval to employ City-Yuwa Partners as his special counsel effective August 10, 2009. Mr. Giddens seeks the services of Tokyo-based City-Yuwa in connection with the settlement of debit and credit obligations between LBI and Lehman Brothers Japan Inc., the recovery of debts owed by LBJ, among other things. City-Yuwa will be paid for its services on an hourly basis and will be reimbursed for its expenses. The hourly rates and the firm's professionals who are tasked to provide the services are: Professionals Hourly Rates ------------- ------------ Masaaki Sawano JPY50,000 Kiyoshi Asada JPY33,000 Rei Funabashi JPY15,000 The rates may be subject to adjustment on January 1, 2011, according to Mr. Giddens, who also requests that fees and expenses incurred by the firm be paid as administrative expenses of LBI's estate. In a declaration, Mr. Sawano, Esq., at City-Yuwa, assures the Court that his firm does not have connection with or interest in LBI and that it does not have interest adverse to LBI's creditors and stockholders. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Trustee Wants Removal Period Until Dec. 8 -------------------------------------------------------------- James Giddens, trustee for Lehman Brothers Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to give him until December 8, 2010, to file notices of removal of civil cases involving LBI. The current deadline is set to expire on June 11, 2010. Daniel Lubell, Esq., at Hughes Hubbard & Reed LLP, in New York, says analysis of the cases involving LBI requires review of the facts and the procedural posture of each case, and involves coordination with the separate counsel who represented LBI in connection with those cases. Without an extension of the deadline, Mr. Lubell says, the trustee risks "making premature removal decisions or waiving these rights before he has had an opportunity to complete an evaluation of these issues." The Court will consider the proposed extension at the May 12, 2010 hearing. Deadline for filing objections is May 7, 2010. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Proposes Sutherland as Tax Counsel --------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors seek court approval to employ Sutherland Asbill & Brennan LLP as special tax counsel effective April 1, 2010. As special tax counsel, Sutherland will be tasked to provide services with respect to two audits conducted by the Internal Revenue Service of the Debtors for the 2001-2005 and 2006-2007 tax years; the Debtors' claim to a refund of taxes for the 1997- 2000 tax years; claims filed by the State of New York and the City of New York, and other tax-related issues. In return for its services, Sutherland will be paid on an hourly basis and will be reimbursed for its expenses. The firm's hourly rate ranges from $400 to $900 for partners, $240 to $680 for associates and counsel, and $140 to $400 for paraprofessionals. In a declaration, Jerome Libin, Esq., a partner at Sutherland, assures the Court that neither the firm nor any of its attorneys holds or represents interest adverse to the Debtors' estate. 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) LENOX CONDOMINIUM: Court OKs Robinson Brog as Bankruptcy Counsel ---------------------------------------------------------------- The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York authorized The Lenox Condominium LLC to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C. as counsel under a general retainer. The firm will represent the Debtor in the Chapter 11 proceedings. A. Mitchell Greene, a member of firm, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robinson Brog Leinwand Greene Genovese & Gluck P.C. 1345 Avenue of the Americas, 31st Floor New York, NY 10105 Tel: (212) 586-4050 New York-based The Lenox Condominium LLC filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. S.D.N.Y. Case No. 10-11391). Robert R. Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. LINGO MEDIA: Posts Lower Net Loss of C$2.6 Million Loss in 2009 --------------------------------------------------------------- Lingo Media Corporation filed on May 5, 2010, its annual report on Form 20-F, showing a net loss of C$2,591,852 on C$1,466,696 of revenue for 2009, compared with a net loss of C$3,882,843 on C$969,128 of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed C$5,703,152 in assets, C$1,288,110 of liabilities, and C$4,415,042 of stockholders' equity. "The Company has incurred significant losses over the years and has an accumulated deficit as at December 31, 2009. This raises significant doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon raising additional financing through share issuance, borrowing, sales agreements and distribution agreements. There are no assurances that the Company will be successful in achieving these goals." A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?616f A full-text copy of the financial statements is available for free at http://researcharchives.com/t/s?616e Based in Toronto, Canada, Lingo Media Corporation is a diversified online and print-based education products and services corporation focused on English language learning on an international scale through Lingo Learning Inc., a print-based publisher of ELL programs in China, Speak2Me Inc., a free-to-consumer online ELL community and Parlo Corporation, a fee-based language training and assessment platform. LIQUIDATION OUTLET: To Close Dollar Stores in 2 States ------------------------------------------------------ A tremendous Going-Out-of-Business sale is underway at all 37 Dollar Store locations in Washington and Oregon. Consumers are taking advantage of storewide discounts now being offered on every item in every department at Dollar Store. There are no exceptions or exclusions, absolutely everything at every store has been reduced. All store and warehouse fixtures and equipment are also available for sale. In addition, parties interested in acquiring the real estate leases for any or all locations should contact Ben Nortman (bnortman@hilcotrading.com) for information. Shoppers at Dollar Store will save on a huge, diverse inventory featuring more than $13 million worth of groceries, fresh produce, housewares and gadgets, glassware, health and beauty needs, stationery, party items, gift wrap and greeting cards, lawn and garden supplies, toys, giftware, seasonal merchandise and much more. The Going Out of Business Sale is being managed by Hilco Merchant Resources. Michael Keefe, President and CEO of Hilco Merchant Resources stated, "Value-conscious consumers will certainly recognize the broad price reductions as an outstanding savings opportunity that is not to be missed. We don't expect this exciting sale to last very long." About Liquidation Outlet Lakewood, Washington-based Liquidation Outlet, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Wash. Case No. 10-42279). Benjamin J. Riley, Esq., at Brian L Budsberg PLLC, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $16,053,250, and total debts of $7,434,413. LOS ANGELES, CA: Faces Bankruptcy "Between Now and 2014" -------------------------------------------------------- Richard Riordan and Alexander Rubalcava at The Wall Street Journal's Opinion Journal said Wednesday the city of Los Angeles, in California -- between now and 2014 -- will likely declare bankruptcy. Mr. Riordan is a former mayor of Los Angeles. Mr. Rubalcava is the president of Rubalcava Capital Management, an investment advisory firm. Messrs. Mr. Riordan and Mr. Rubalcava pointed out that, according to the city's own forecasts, in the next four years annual pension and post-retirement health-care costs will increase by about $2.5 billion if no action is taken by the city government. Messrs. Mr. Riordan and Mr. Rubalcava said Mayor Antonio Villaraigosa and the City Council have been either unable or unwilling to face the crisis. Even if Mr. Villaraigosa were to enact drastic pension reform today -- which he shows no signs of doing -- the city would only save a few hundred million per year, Messrs. Mr. Riordan and Mr. Rubalcava said. "Los Angeles's fiscal woes can be traced to two numbers: 8% and 5,000. Eight percent has been the projected annual rate of return on the assets in Los Angeles pension funds. Four years ago, we strenuously warned Mr. Villaraigosa of the dangers behind the myth of that 8%, only to be told by the city controller's office that our warnings were 'based on faulty assumptions which are largely disputed,'" Messrs. Mr. Riordan and Mr. Rubalcava said. "Five thousand is the number of employees added to the city's payroll during Mr. Villaraigosa's first term as mayor. According to California's Economic Development Department, when Mr. Villaraigosa took office there were 4.73 million jobs in Los Angeles and 252,000 unemployed people. Today, there are just 4.19 million jobs in Los Angeles and over 632,000 unemployed people," Messrs. Mr. Riordan and Mr. Rubalcava wrote. According to Messrs. Mr. Riordan and Mr. Rubalcava, "the mayor can't control the economy, but he could have chosen to control spending to keep the size of government proportional to the size of the local economy. Instead he's done the opposite: squeezing the city's productive workers to fund the salaries, pensions and other benefits of government workers." LRL CITI: Trustee Seeks Info on CitiApartments Debtors' Counsel --------------------------------------------------------------- Citing interdebtor claims among parties in the Chapter 11 cases of four affiliates of CitiApartments Inc., the U.S. trustee has asked for more information from prospective counsel MacConaghy & Barnier PLC about its ability to impartially run the case, according to Bankruptcy Law360. Acting U.S. Trustee Sara L. Kistler lodged Tuesday her objection in the U.S. Bankruptcy Court for the Northern District of California, Law360 says. San Francisco, California-based LRL Citi Properties I DE, LLC, filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Calif. Case No. 10-30414). M. Elaine Hammond, Esq., at Friedman, Dumas and Springwater, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter Associates DE, LLC; Hermann Street DE, LLC -- filed separate Chapter 11 petitions. Four companies affiliated with CitiApartments, a major San Francisco landlord, and its owners, the Lembi family, filed for chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Calif. Case No. 10-30414): -- LRL Citi Properties I DE, LLC -- Trophy Properties I DE, LLC Affiliate -- Sutter Associates DE, LLC Affiliate -- Hermann Street DE, LLC MAGNOLIA CAPITAL: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Debtor: Magnolia Capital, LLC 2100 Nasa Parkway Seabrook, TX 77586 Bankruptcy Case No.: 10-80270 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Barbara Mincey Rogers, Esq. Rogers & Anderson, PLLC 1415 North Loop West Ste 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: barbaramrogers@swbell.net Scheduled Assets: $1,799,985 Scheduled Debts: $1,378,200 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Windstorm Plus Goods and Services $4,500 Engineering P.O. Box 1026 Bacliff, TX 77518 The petition was signed by James D. Butcher, managing member. MARK ALLEN WYNNE: Taps William Kingman as Bankruptcy Counsel ------------------------------------------------------------ Mark Allen Wyne, et al., ask the U.S. Bankruptcy Court for the Western District of Texas for permission to employ The Law Offices of William B. Kingman, P.C., as counsel. The firm will, among other things: -- counsel the Debtor in matters relating to the administration of the Bankruptcy Estate; -- represent the Debtor in negotiations with various creditors, including Debtor's secured creditors, and lessors, making court appearances and appearances before the U.S. Trustee on behalf of Debtor; and -- assist in the preparation of the Debtor's Plan and Disclosure Statement. William B. Kingman, a shareholder and president of the firm, tells the Court that WBK was paid $825 (which does not include the $1039 filing fee for the bankruptcy) for services rendered to the Debtor prior to the bankruptcy filing. Further, WBK, P.C., has received a retainer of $19,175 from Debtor for services to be rendered in the bankruptcy proceeding, the retainer to be held "in trust" pending Court approval of Debtor's counsel's fees and expenses. Mr. Kingman adds that his hourly rate is $300 and the paralegals rate is $85. Mr. Kingman assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Kingman can be reached at: Law Offices of William B. Kingman, P.C. 4040 Broadway, Suite 450 San Antonio, TX 78205 Tel: (210) 829-1199 Fax: (210) 821-1114 About Mark Allen Wynne San Antonio, Texas-based Mark Allen Wynne filed for Chapter 11 bankruptcy protection on March 29, 2010 (Bankr. W.D. Texas Case No. 10-51127). These affiliates of the Debtor filed separate Chapter 11 petitions: -- Premier General Holdings, LTD (Case No. 10-50606) on February 19, 2010; and -- Premier General Holdings, LTD (Case No. 10-51005) on March 17, 2010 MARK RUSSELL: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Mark D. Russell Charmaine Jackson Russell 10383 Lancashire Drive S. Jacksonville, FL 32219 Bankruptcy Case No.: 10-03787 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Albert H. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 E-mail: cmickler_32277@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Joint Debtors say that assets total $1,880,807 while debts total $1,634,803. A copy of the Joint Debtors' list of 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-03787.pdf The petition was signed by the Joint Debtors. MARKET STREET: Trustee Wants Case Dismissed for Bad Faith Filing ---------------------------------------------------------------- Burt E. Eisenberg, trustee for the Market Street Trust, asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to dismiss the Chapter 11 case of Market Street Properties, LLC. The trustee said that (i) the Debtor's petition was filed without requisite authority; and (ii) the filing bears several indications of bad faith filing. The trustee said that the Debtor filed the case in order to stave off a foreclosure action. Oceanside, New York-based Market Street Properties, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D. La. Case No. 09-14172). Christopher T. Caplinger, Esq., who has an office in New Orleans, Louisiana, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. MARKET STREET: Wants Plan Exclusivity Until July 21 --------------------------------------------------- Market Street Properties, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to extend its exclusive periods to file and solicit acceptances for the proposed plan of Reorganization until July 21, 2010, at October 19, 2010, respectively. The Debtor needs additional time to prepare adequate information necessary to file a Plan and Disclosure Statement. Oceanside, New York-based Market Street Properties, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D. La. Case No. 09-14172). Christopher T. Caplinger, Esq., who has an office in New Orleans, Louisiana, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. MERIDIAN AUTOMOTIVE: PBGC Assumes Underfund Pension Plans --------------------------------------------------------- The Pension Benefit Guaranty Corporation has assumed responsibility for two underfunded pension plans covering over 1,300 former employees and retirees of bankrupt Meridian Automotive Systems Inc., a manufacturer of automobile and truck parts based in Grand Rapids, Mich. The PBGC stepped in because the pension plans faced abandonment as the company, liquidating in bankruptcy, would leave no entity to finance or administer the plans. Retirees under the plans will continue to receive their monthly benefit payments without interruption, and other workers will receive their pensions when they are eligible to retire. Together, the Pension Plan for Bargaining Unit Employees at Jackson, Ohio, and the Retirement Plan for Hourly-Rated Employees at Centralia, Ill., are 59% funded, with $18.1 million in assets and $30.7 million in benefit liabilities, according to PBGC estimates. The agency expects to cover the entire $12.6 million shortfall, and will take over the assets and use insurance funds to pay guaranteed benefits earned under the plans, which terminated as of August 7, 2009. The PBGC became trustee of the plans on April 27, 2010. Within the next several weeks, the PBGC will send trusteeship notification letters to all plan participants. Under federal pension law, the maximum guaranteed pension at age 65 for participants in plans that terminate in 2009 is $54,000 per year. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. Workers and retirees with questions may consult the PBGC Web site, http://www.pbgc.gov/or call toll-free at 1-800-400-7242. TTY/TDD users should call the federal relay service toll-free at 1-800- 877-8339 and ask for 800-400-7242. Retirees of Meridian Automotive Systems who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers-retirees/benefits- information/content/page13692.html. Assumption of the plans' unfunded liabilities will increase the PBGC's claims by $12.6 million and was not previously included in the agency's fiscal year 2009 financial statements. The PBGC is a federal corporation created under the Employee Retirement Income Security Act of 1974. It currently guarantees payment of basic pension benefits earned by 44 million American workers and retirees participating in over 29,000 private-sector defined benefit pension plans. The agency receives no funds from general tax revenues. Operations are financed largely by insurance premiums paid by companies that sponsor pension plans and by investment returns. MERIDIAN RESOURCE: Sets Shareholders Reconvened Meeting on May 10 ----------------------------------------------------------------- As previously disclosed, on April 28, 2010, The Meridian Resource Corporation adjourned its special meeting of shareholders regarding the adoption of the definitive merger agreement with Alta Mesa Holdings, LP. The special meeting of shareholders will be reconvened on Monday, May 10, 2010, at 3:00 p.m. Central Time at Fulbright Tower, 1301 McKinney, Houston, Texas. The record date for shareholders entitled to vote at the meeting remains February 8, 2010. Only holders of record of our common stock on that date are entitled to vote at the reconvened special meeting. Meridian's board of directors unanimously recommends that our shareholders vote "FOR" adoption of the merger agreement, as amended. Shareholders are encouraged to read Meridian's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors' unanimous recommendation that shareholders vote "FOR" the proposal to adopt the merger agreement. The adoption of the merger agreement, as amended, requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock entitled to vote. A failure to vote will have the same effect as a vote "AGAINST" the adoption of the merger agreement, as amended. MICHAEL CRAWFORD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Michael Wayne Crawford aka Michael W. Crawford 13171 Quade Lane Woodbridge, VA 22193 Bankruptcy Case No.: 10-13604 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Raymond Pring Jr., Esq. Law Office of Raymond R. Pring, Jr. 9431 Main Street Manassas, VA 20110 Tel: (703) 366-3920 Fax: (703) 842-8212 E-mail: rpring@pringlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-13604.pdf The petition was signed by the Debtor. MICHIGAN BIODIESEL: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Michigan BioDiesel, LLC 700 Industrial Parkway Bangor, MI 49013 Bankruptcy Case No.: 10-05786 Chapter 11 Petition Date: May 2, 2010 Court: U.S. Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Scott W. Dales Debtor's Counsel: Jerome D. Frank, Esq. Frank & Frank PC 30833 Northwestern Highway, Suite 205 Farmington Hills, MI 48334 Tel: (248) 932-1440 E-mail: frankandfrank@comcast.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/miwb10-05786.pdf The petition was signed by John Oakley, manager. MIT HOLDINGS: Independent Auditor Raises Going Concern Doubt ------------------------------------------------------------ MIT Holdings, Inc., filed on May 3, 2010, its annual report on Form 10-K/A for the fiscal year ended December 31, 2009. Michael T. Studer CPA P.C., in Freeport, N.Y., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditor noted of the Company's inability to achieve sufficient collections on its revenues. "The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business." The Company's balance sheet as of December 31, 2009, showed $1,103,209 in assets and $3,450,230 of liabilities, for a stockholders' deficit of $2,347,021. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6172 Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD.OB) -- http://www.mitholdinginc.com/-- through its wholly-owned subsidiaries, distributes wholesale pharmaceuticals, administers intravenous infusions, operates an ambulatory center where therapies are administered and sells and rents home medical equipment. MOWRY & ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Mowry & Associates, L.L.C. 3700 Dallas Highway Marietta, GA 30064-5900 Bankruptcy Case No.: 10-73023 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Judge: James Massey Debtor's Counsel: Leon S. Jones, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: ljones@joneswalden.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73023.pdf The petition was signed by Wayne Mowry, managing member. MYLAN INC: Moody's Assigns 'B1' Rating on New Senior Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the new senior unsecured notes of Mylan Inc. At the same time, Moody's affirmed Mylan's Ba3 Corporate Family Rating and Ba3 Probability of Default Rating. In addition Moody's upgraded Mylan's senior secured bank ratings to Ba1 from Ba2 reflecting the new capital structure mix containing less secured debt and more unsecured debt. Following these rating actions, Mylan's rating outlook remains positive. Proceeds of the senior unsecured note offering are expected to be used for the repayment of bank debt. The B1 rating on the senior unsecured notes reflects their junior position in Mylan's capital structure relative to approximately $2.56 billion of senior secured bank debt estimated to remain outstanding after the note offering. The upgrade of the senior secured bank credit facilities reflects the presence of additional junior debt in the capital structure. Mylan's Ba3 Corporate Family Rating continues to reflect good size and scale as the #3 player in the global generics pharmaceutical industry, and its improving cash flow profile. The rating also reflects higher financial leverage than peers, with several key financial ratios in the "Ba" and "B" ranges of Moody's Global Pharmaceutical Rating Methodology. Based on Moody's adjustments, Mylan's Debt/EBITDA stood at 4.3 times as of March 31, 2010. An upgrade could occur if Moody's believes Mylan can comfortably sustain key cash flow to debt ratios at the mid to upper ends of Moody's "Ba" ranges for pharmaceutical companies. These ranges include Debt/EBITDA of 2.5x to 3.75x and FCF/Debt of 7.5% to 15%. Conversely, a ratings downgrade is possible if Mylan pursues debt- financed acquisitions resulting in Debt/EBITDA above 5 times. Ratings affirmed: * Corporate Family Rating at Ba3 * Probability of Default Rating at Ba3 * Speculative Grade Liquidity Rating at SGL-1 Ratings assigned: * B1 (LGD5, 80%) senior unsecured notes due 2017 * B1 (LGD5, 80%) senior unsecured notes due 2020 Ratings upgraded: * Senior sec. revolving credit facility of $750 million due 2013 to Ba1 (LGD2, 25%) from Ba2 (LGD3, 37%) * Senior sec. Term Loan A due 2013 to Ba1 (LGD2, 25%) from Ba2 (LGD3, 37%) * Senior sec. Term Loan B due 2014 to Ba1 (LGD2, 25%) from Ba2 (LGD3, 37%) Moody's does not rate Mylan's convertible notes of $600 million due 2012, the $575 million convertible notes due 2015, or the mandatory convertible preferred stock due 2010. Moody's last rating action on Mylan took place on March 4, 2010, when Moody's upgraded Mylan's ratings (Corporate Family Rating to Ba3 from B1) while maintaining a positive rating outlook. Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a specialty pharmaceutical company. In 2009 Mylan reported total revenues of approximately $5.1 billion. MYUNG KANG: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Myung Hee Kang Nam Joong Kang 5089 Hazel Ferguson Drive Fairfax, VA 22030 Bankruptcy Case No.: 10-13661 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtor's Counsel: Christopher S. Moffitt, Esq. 218 North Lee St. 3rd Floor Alexandria, VA 22314-2631 Tel: (703)683-0075 Fax: (703) 997-8430 E-mail: moffittlawoffices@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-13661.pdf The petition was signed by Myung Hee Kang and Nam Joong Kang. NAVJOT LLC: Section 341(a) Meeting Scheduled for May 21 ------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Navjot, LLC's creditors on May 21, 2010, at 2:30 p.m. The meeting will be held at Office of the U.S. Trustee, 777 Sonoma Avenue #116, Santa Rosa, CA 95404. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. San Rafael, California-based Navjot, LLC, filed for Chapter 11 bankruptcy protection on April 27, 2010 (Bankr. N.D. Calif. Case No. 10-11533). David N. Chandler, Esq., at the Law Offices of David N. Chandler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. NEWLOOK INDUSTRIES: Gets Temporary Management Cease Trade Order --------------------------------------------------------------- Newlook Industries Corp. disclosed that the Ontario Securities Commission has issued a temporary management cease trade order as requested by the Company as it did not file its annual financial statements and management, discussion and analysis ("MD&A") for the year ending December 31, 2009, on or before the prescribed deadline of April 30, 2010. As announced on April 28, 2010, Newlook had requested that a MCTO be imposed rather than a general cease trade order in respect of the late filings in an application to securities regulators submitted under National Policy 12-203. Pursuant to NP 12-203, the MCTO was issued to the Company's Chief Executive Officer and Chief Financial Officer, thereby temporarily prohibiting them from trading in the securities of the Company. Under the terms of the MCTO, Newlook shall provide bi-weekly status reports in the form of news releases as long as it remains in default of the requirements to file its financial statements and MD&A within the prescribed period of time. Newlook wishes to announce that Jason Moretto has recently been appointed Chief Financial Officer of the Company. Additionally, Newlook has accepted the resignation of Roland Austrup, Director. The Company intends to announce the appointment of a new independent director to its board shortly. Newlook Industries Corp., headquartered in King City, Ontario is a publicly traded company listed on the TSX Venture Exchange. NJZ ENTERRPISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: NJZ Enterprises, Inc. 14340 Biscayne Boulevard North Miami, FL 33181 Bankruptcy Case No.: 10-21999 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Joel M. Aresty, Esq. 13499 Biscayne Boulevard #T-3 North Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $1,232,000 while debts total $2,289,000. The Company did not file a list of creditors together with its petition. The petition was signed by Francis Jacob, vice president. NORTHERNSTAR NATURAL: Files for Chapter 7 Liquidation ----------------------------------------------------- The Associated Press reports that NorthernStar Natural Gas Inc. together with its subsidiaries filed for Chapter 7 bankruptcy protection. NorthernStar, a port developer in Oregon, halted development of a liquefied natural gas port near the mount of Columbia River in Oregon. OMNICARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3' --------------------------------------------------------------- Moody's Investors Service upgraded Omnicare Inc.'s Corporate Family Rating to Ba3 from B1. At the same time, Moody's assigned a Baa3 rating to Omnicare's newly proposed $350 million secured bank revolver and Ba2 to its proposed $300 million senior subordinated notes. In addition, with the expected change in the company's capital structure, Moody's raised the ratings on existing senior subordinated notes to Ba2 from B1, the convertible senior notes to B1 from B3 and the preferred ratings to B2 from B3. These debt ratings are subject to change pending final terms and documentation. Moody's also changed its speculative liquidity rating to SGL-1 from SGL-2. Following these actions, the rating outlook is stable. Moody's understands that the new secured revolver will replace an existing $800 million unsecured revolver, which matures in July 2010. Proceeds from the bond offering will be used to refinance a portion of existing senior subordinated notes and for general corporate purposes, including the funding of share buybacks under a recently authorized $200 million share repurchase program. The upgrade of Omnicare's CFR to Ba3 reflects recent repayment of debt and improved EBITDA levels, as well as Moody's expectation that the company will continue to deleverage. The rating action also incorporates Moody's view that Omnicare will sustain credit metrics in at least the mid-"Ba2" range - even after working capital benefits moderate - which should help to offset ongoing reimbursement uncertainties, a key risk factor facing the company. The stable outlook reflects Moody's expectation that the recently legislated change in Federal Upper Limit rates, scheduled to be implemented in October of this year, will not materially affect contractual terms and profitability. In addition to the more immediate change in FUL rates, Moody's believe there is ongoing potential for higher pricing pressure from various payors, including managed care companies that contract with Omnicare for Part D patients, accounting for about 50% of the company's revenues. The Ba3 CFR also reflects Omnicare's leading position as an institutional pharmacy within a highly competitive market. The change in the SGL rating is driven primarily by the anticipated replacement of Omnicare's current revolver with a multi-year facility, albeit at a significantly lower amount. Moody's ratings actions are summarized below: Ratings upgraded: Omnicare, Inc. * Corporate Family Rating to Ba3 from B1 * Probability of Default Rating to Ba3 from B1 * Existing senior subordinated notes to Ba2, LGD3, 33% from B1, LGD4, 54% * Convertible senior notes to B1, LGD5, 75% from B3, LGD5, 82% * Speculative Grade Liquidity Rating to SGL-1 from SGL-2 Omnicare Capital Trust I * PIERS Trust Preferreds to B2, LGD6, 94% from B3, LGD6, 95% Omnicare Capital Trust II * PIERS Trust Preferreds to B2, LGD6, 94% from B3, LGD6, 95% Ratings assigned: Omnicare, Inc. * New $350 million secured revolver at Baa3, LGD1, 7% The last rating action for Omnicare was on April 16, 2008, when the company's CFR was lowered to B1 from Ba3. Omnicare's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of Omnicare's core industry and Omnicare's ratings are believed to be comparable to those other issuers of similar credit risk. Omnicare, Inc., headquartered in Covington, Kentucky, is the leading provider of institutional pharmacy services to the long term care sector. OMNICARE INC: S&P Changes Outlook on 'BB' Corporate to 'Stable' --------------------------------------------------------------- In the previous version of this report published earlier, Standard & Poor's Ratings Services' ratings on Omnicare's convertible senior notes and subordinated debt were misstated. S&P has released this corrected version: After a period of stable operating cash flow and improving operations, Covington, Ky.-based Omnicare Inc. is refinancing some of its existing debt with a new $350 million senior secured credit facility and $300 million of subordinated notes. S&P is revising its rating outlook on Omnicare to stable from negative, and affirming its 'BB' corporate credit rating on the company. S&P is assigning its 'BBB-' senior secured debt rating and '1' recovery rating to the company's proposed $350 million revolving credit facility. S&P is assigning its 'BB' subordinated debt rating and '3' recovery rating to the company's proposed $300 million of new subordinated notes. In addition, S&P is revising its rating on the company's existing senior subordinated notes to a '3' from '6', with an issue rating of 'BB', after a significant reduction of senior secured debt. S&P's recovery rating on the company's $977.5 million 3.25% convertible senior unsecured debenture remains a '6', with an issue rating of 'B+'. Standard & Poor's Ratings Services said that it revised its rating outlook on Omnicare Inc. to stable from negative, reflecting the company's recently improved operating performance, reduction in term debt, and operating cash flow stability over the past three years, despite numerous operating surprises. At the same time, S&P affirmed its 'BB' corporate credit rating on the company. S&P assigned its 'BBB-' senior secured debt rating and '1' recovery rating, indicating its expectation for very high recovery (90%-100%) in the event of default, to Omnicare's proposed $350 million senior secured revolving credit facility maturing in 2015. S&P also assigned its 'BB' subordinated debt rating and '3' recovery rating, indicating its expectation for meaningful recovery (50%-70%) in the event of default, to Omnicare's proposed $300 million of new subordinated notes. S&P raised its recovery rating on the company's existing senior subordinated debt issuances to '3' from '6', given the significant reduction of senior term debt. The '3' recovery rating reflects S&P's expectation for meaningful recovery (50%-70%) in the event of a default. The debt rating on the senior unsecured debentures remains 'B+', with a recovery rating of '6' indicating S&P's expectation for negligible recovery (0%-10%) in the event of a default. OS&G ENTERPRISES: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Debtor: OS&G Enterprises, Inc. 2345 Ronald Regan Boulevard Cumming, GA 30041-6549 Bankruptcy Case No.: 10-22056 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: John C. Pennington, Esq. John C. Pennington, P.C. P.O. Box 275 Helen, GA 30545 Tel: (706) 878-0033 Fax: (706) 878-9916 E-mail: jcppc@windstream.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Garry Stephen Osley II, CEO. The list of largest unsecured creditors contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Arlington Capital, LLC -- $1,546,763 c/o Matthew P. Benson Mahaffey Pickens Tucker LLC 1550 North Brown Road, Suite 125 Lawrenceville, GA 30043 P & A REALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: P & A Realty Group, LLC 21-79 Steinway Street Astoria, NY 11105 Bankruptcy Case No.: 10-44043 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Gabriel Katzner, Esq. Katzner Law Group PC 1040 Avenue of The Americas Suite 1101 New York, NY 10018 Tel: (646) 736-7539 E-mail: gkatzner@yahoo.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 Emanuel Kambanis, member. PAJAAMCO FAMILY: Wants Until June 3 to File Liquidating Plan ------------------------------------------------------------ PAJAAMCO Family Limited Partnership asks the U.S. Bankruptcy Court for the Southern District of Texas to extend its exclusive periods to file and solicit acceptances for the proposed liquidating plan until June 3, 2010, and August 2, 2010, respectively. The Debtor filed its request for an extension before the exclusive periods was set to expire on May 4, 2010. Pajaamco Family Limited Partnership has sought authorization from the U.S. Bankruptcy Court for the Southern District of Texas McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba Pajamco Family Limited Partnership, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-70010). John Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the Company in its restructuring effort. The Company has assets of $26,760,745, and total debts of $15,664,200. PASADENA SELF-STORAGE: Case Summary & 20 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Pasadena Self-Storage, Ltd. 3030 Old Ranch Parkway Suite 190 Seal Beach, CA 90740 Bankruptcy Case No.: 10-33790 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Patrick D. Devine, Esq. 5120 Woodway Dr. Suite 8002 Houston, TX 77056 Tel: (832) 251-2722 Fax: (713) 965-9173 E-mail: pdevine@pdevinelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-33790.pdf The petition was signed by David L. Davies, authorized agent. PATRIOT HOMES: Wants Dismissal of Reorganization Case ----------------------------------------------------- Patriot Homes, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Indiana to dismiss their Chapter 11 cases. The Debtors said that they have liquidated substantially all of their assets during the Chapter 11 cases. The proceeds of those sales, however, have not been sufficient to satisfy the secured claims of the Debtors' senior secured lenders. The Debtors are represented by: Harley J. Goldstein Sven T. Nylen K&L Gates LLP 70 West Madison Street, Suite 3100 Chicago, Illinois 60602-4207 Tel: (312) 372-1121 Fax: (312) 827-8000 Headquartered in Middlebury, Indiana, Patriot Homes, Inc. -- http://www.patriothomes.com/-- makes modular houses. The Debtor and 7 of its debtor-affiliates filed separate motions for Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case No. 08-33347). Rebecca Hoyt Fisher, Esq., at Laderer & Fischer, represents the official committee of unsecured creditors as counsel. In its schedules, Patriot Homes disclosed total assets of $1,715,900 and total debts of $17,918,377. PETER CAPONE: Creditors Have Until July 30 to File Proofs of Claim ------------------------------------------------------------------ The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the Central District of California has established July 30, 2010, as the last day for any individual or entity to file poofs of claim against Peter Capone. Santa Ynez, California-based Peter Capone filed for Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. C.D. Calif. Case No. 10-10782). The Debtor estimated his assets and debts at $10,000,001 to $50,000,000. PETER LEVY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Peter A. Levy 26 Canterbury Road Livingston, NJ 07039 Bankruptcy Case No.: 10-23793 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Jay L. Lubetkin, Esq. Rabinowitz Lubetkin & Tully, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 Fax: (973) 597-9119 E-mail: jlubetkin@rltlawfirm.com Scheduled Assets: $822,858 Scheduled Debts: $1,658,444 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-23793.pdf The petition was signed by Peter A. Levy. PIRIE SECOND FAMILY: Case Summary & 8 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Pirie Second Family Limited Partnership 4208 198th Street SW #104 Lynnwood, WA 98036 Bankruptcy Case No.: 10-15117 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: Kevin T. Helenius, Esq. 40 Lake Bellevue Ste 100 Bellevue, WA 98005 Tel: (425) 450-7011 E-mail: efiling@kth-law.com Scheduled Assets: $4,028,500 Scheduled Debts: $1,749,880 A list of the Company's 8 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-15117.pdf The petition was signed by James Pirie, president/secretary of managing general partner. PM PROPERTIES NO. 2: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: PM Properties, No. 2 Of Tennessee, LP P.O. Box 4187 Maryville, TN 37802 Bankruptcy Case No.: 10-32238 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Debtor's Counsel: Andrew N. Hall, Esq. P.O. Box 345 Wartburg, TN 37887 Tel: (423) 346-7750 Fax: (423) 346-5676 E-mail: andrewnhall@yahoo.com Scheduled Assets: $188,600 Scheduled Debts: $7,495,808 A list of the Company's 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tneb10-32238.pdf The petition was signed by Mike Ross, managing partner. PM PROPERTIES NO. 3: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: PM Properties No. 3, LP P.O. Box 4187 Maryville, TN 37802 Bankruptcy Case No.: 10-32239 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Debtor's Counsel: Andrew N. Hall, Esq. P.O. Box 345 Wartburg, TN 37887 Tel: (423)346-7750 Fax: (423) 346-5676 E-mail: andrewnhall@yahoo.com Scheduled Assets: $290,800 Scheduled Debts: $7,461,474 A list of the Company's 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tneb10-32239.pdf The petition was signed by Mike Ross, managing partner. POLYDEX PHARMA: Posts $2.1 Million Net Loss in FY Ended Jan. 31 --------------------------------------------------------------- Polydex Pharmaceuticals Limited filed on May 3, 2010, its annual report on Form 10-K, showing a net loss of $2,144,735 on $4,481,174 of revenue for the year ended January 31, 2010, compared with a net loss of $1,591,470 on $4,824,906 of revenue for the year ended Jan. 31, 2009. The Company's balance sheet as of January 31, 2010, showed $5,747,689 in assets, $2,277,346 of liabilities, and $3,470,343 of stockholders' equity. Schwartz Levitsky Feldman LLP, in Toronto, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted of the Company's consolidated net loss of $2,144,735 and realized a negative cash flow from operating activities of $589,723. "There is an accumulated deficit of $21,515,449. The Company, through its wholly-owned subsidiary Dextran Products Limited, is also in violation of its debt service loan covenant related to the bank term loan of $332,280 (C$355,307), which has resulted in the reclassification of this loan as a current liability as at January 31, 2010." A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6173 Based in Toronto, Canada, Polydex Pharmaceuticals Limited is engaged in the research, development, manufacture and marketing of biotechnology-based products for the human pharmaceutical market, and also manufactures bulk pharmaceutical intermediates for the worldwide veterinary pharmaceutical industry. The Company focuses on the manufacture and sale of Dextran and derivative products, including Iron Dextran and Dextran Sulphate, and other specialty chemicals. Dextran, a generic name applied to certain synthetic compounds formed by bacterial growth on sucrose, is a polymer or giant molecule. The name Polydex combines the words "polymer" and "dextran." PRIME GROUP: To Voluntarily Delist Shares From NY Stock Exchange ---------------------------------------------------------------- Prime Group Realty Trust delivered notice to the New York Stock Exchange requesting to voluntarily delist its 9% Series B Cumulative Redeemable Preferred Shares from the NYSE. The Company intends to file Form 25 with the Securities and Exchange Commission in approximately ten days to voluntarily withdraw from listing with the NYSE and to withdraw from registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended. The Company anticipates that the Form 25 will be effective and the Series B Preferred Shares will be delisted and cease trading on the NYSE approximately ten days after the filing of the Form 25. The Company also expects to subsequently file a Form 15 with the SEC to deregister the Series B Preferred Shares under Section 12(g) of Exchange Act, and to suspend the reporting obligations of the Company under Section 13(a) of the Exchange Act. These actions are consistent with the Company's previous disclosures and its obligations under the Agreement and Plan of Merger relating to the July 2005 acquisition and delisting of its common shares, pursuant to which the Company agreed to file reports under the Exchange Act for five years after the closing of the Acquisition. Upon filing Forms 25 and 15 with the SEC, the Company will become a voluntary filer of its reports under the Exchange Act through June 30, 2010 in accordance with its obligations under the Merger Agreement. After voluntarily delisting the Series B Preferred Shares from the NYSE, the Company expects that the trading of the Series B Preferred Shares will be reported on the OTCQB for so long as it remains a voluntary filer and thereafter in the Pink Sheets with Pink OTC Markets Inc. The Company's Board of Trustees has approved the delisting from the NYSE and deregistration of the Series B Preferred Shares under the Exchange Act in order to save significant costs associated with compliance with these regulatory provisions. In addition and as previously disclosed, in June 2008 the Company instituted a retention and severance program for certain employees, including four of the Company's officers who were named executive officers in the Company's Form 10-K. The Existing Retention Plan was effective for a two-year period and accordingly was scheduled to expire in June 2010. On April 30, 2010, the Company instituted an updated retention plan that replaced and extended the existing retention plan. The revised retention program was developed in consultation with FPL Associates, L.P., a leading compensation consulting firm, who the Company engaged as its independent compensation consultant. The Company did not pay annual bonuses to its employees for calendar year 2009 and only paid partial bonuses to its employees for calendar year 2008 and the retention plan was extended and replaced in an effort to retain key personnel in light of the foregoing and in light of other factors affecting the Company. The Company filed a Form 8-K with the Securities and Exchange Commission today further describing the foregoing matters. About Prime Group Realty Trust Based in Chicago, Illinois, Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self- administered, and self-managed real estate investment trust which owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company currently owns 7 office properties containing an aggregate of roughly 3.2 million net rentable square feet and a joint venture interest in one office property comprised of roughly 101,000 net rentable square feet. The Company leases and manages roughly 3.2 million square feet comprising all of its wholly owned properties. In addition, the Company is the asset and development manager for an roughly 1.1 million square foot office building located at 1407 Broadway Avenue in New York. * * * As reported by the Troubled Company Reporter on December 15, 2009, Prime Group Realty Trust said the Company's Board of Trustees has determined not to declare a quarterly distribution on its Series B Preferred Shares for the fourth quarter of 2009, and that the Board is unable to determine when the Company might recommence distributions on the Series B Preferred Shares. QUESTEX MEDIA: Considers Conversion to Chapter 7 ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Questex Media Group Inc., which has sold its assets, is seeking a July 6 extension of its exclusive period to file a Chapter 11 plan. According to the report, Questex said it's considering "all options" for concluding the Chapter 11 case begun in October, including conversion to liquidation in Chapter 7, dismissal or confirmation of a Chapter 11 plan. Questex said it will use the additional 60 days to "determine the appropriate strategy for conducting an orderly wind-down." A hearing on the exclusivity extension is scheduled for June 22. About Questex Media Questex Media Group in December completed the sale of the business to first-lien lenders who bought the operation in exchange for $120 million in secured debt and the assumption of $15 million provided to finance the reorganization. Questex Media Group, Inc. -- http://www.questex.com/-- provides media and telecommunication services. The Debtors' media properties include 23 trade publications and 150 digital publications. The Company was formed in 2005 by Audax Group Inc, a private equity firm based in Boston, which bought business units from Advanstar Holdings Inc for $185 million. Questex Media and its affiliates filed for Chapter 11 on Oct. 5 (Bankr. D. Del. Lead Case No. 09-13423). James Stempel, Esq., and Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. The Debtors' investment bankers are Miller Buckfire & Co., LLC. The First Lien Steering Committee is being advised by legal counsel, Weil, Gotshal & Manges LLP; and investment bankers Imperial Capital, LLC. The Company says it has assets of $299 million against debts of $321 million as of the filing of its petition. REAL ESTATE DEVELOPMENT I: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Real Estate Development I, LLC 4716-4732 SW 32nd Avenue Fort Lauderdale, FL 33312 Bankruptcy Case No.: 10-22096 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Jeffrey W. Blacher, Esq. 2999 NE 191 Street # 805 Aventura, FL 33180 Tel: (305) 705-0888 Fax: (305) 705-0008 E-mail: jblacher@blacherlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Elias Perchlk, manager. REGENCY COURT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Regency Court At Cherry Hill, Limited Liability Company 5 Pin Oak Court Tabernacle, NJ 08088 Bankruptcy Case No.: 10-23694 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtor's Counsel: John C. Penberthy III, Esq. Penberthy & Penberthy 2001 Lincoln Drive West, Suite A Marlton, NJ 08053 Tel: (856) 983-2603 E-mail: johnpenberthy@verizon.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Robert M. Bouhon, managing member. RICHARD OLSON: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Richard Sylvan Olson 5185 Buice Road Alpharetta, GA 30022 Bankruptcy Case No.: 10-73338 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Dorna Jenkins Taylor, Esq. Taylor & Associates, LLC Suite 500, 1401 Peachtree Street Atlanta, GA 30309 Tel: (404) 870-3560 Fax: (404) 745-0136 E-mail: dorna.taylor@taylorattorneys.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtor says that assets total $1,918,422 while debts total $1,885,898. A copy of the Debtor's list of 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73338.pdf The petition was signed by the Debtor. ROTH MANAGEMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Roth Management Corporation 4850 Talmadge Park Row San Diego, CA 92115 Bankruptcy Case No.: 10-07663 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Peter W. Bowie Debtor's Counsel: K. Todd Curry, Esq. Curry & Associates 525 B Street, Suite 1500 San Diego, CA 92101 Tel: (619) 238-0004 Fax: (619) 238-0006 E-mail: tcurry@currylegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by James Roth, president and owner. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- James Marvin Roth 10-007659 05/03/10 ROTH-MONTEZUMA PARTNERS: Case Summary & Creditors List ------------------------------------------------------ Debtor: Roth-Montezuma Partners, L.P. 4850 Talmadge Park Row San Diego, CA 92115 Bankruptcy Case No.: 10-07638 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Kit J. Gardner, Esq. Law Offices of Kit J. Gardner 501 W. Broadway, Suite 800 San Diego, Ca 92101 Tel: (619) 525-9900 E-mail: kgardner@gardnerlegal.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 7 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-07638.pdf The petition was signed by James M. Roth, president of Roth Construction Corp. as General Partner. SAMJAK CORPORATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Samjak Corporation 34949 Van Dyke Avenue Sterling Heights, MI 48312 Bankruptcy Case No.: 10-54735 Chapter 11 Petition Date: May 2, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Walter Shapero Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Samir Dawood, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Jaklin M. Dawood 09-52148 04/20/09 SEA TURTLE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sea Turtle Cinemas, Inc. 154 Beach City Road, Suite G Hilton Head Island, SC 29926 Bankruptcy Case No.: 10-03259 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Michael W. Mogil, Esq. 2 Corpus Christie Place, Ste. 303 Hilton Head Island, SC 29928 Tel: (843) 785-8110 Fax: (843) 785-9676 E-mail: mwmogil@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 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/scb10-03259.pdf The petition was signed by Lori A. Kaylor, vice president. SEMGROUP LP: Contract Cannot Create Triangular Setoff Right ----------------------------------------------------------- Bloomberg News reports that U.S. District Judge Joseph Farnan in Delaware ruled on April 30 that a creditor cannot create a triangular right of setoff by contract. Chevron U.S.A. Inc. had contracts with several SemGroup LP companies. Chevron's contract contained language allowing the setoff of debts and credits among the companies and their affiliates. Bloomberg News recounts that U.S. Bankruptcy Judge Brendan Shannon ruled in January 2009 that a contract cannot supply mutuality required by the bankruptcy statute as a condition to having a valid right of setoff. Judge Shannon therefore denied Chevron's request for a setoff. On appeal, Judge Farnan, according to Bloomberg, adopted the rationale and conclusion in Shannon's opinion. Judge Shannon said that the only authority for permitting triangular setoff by contract is from a misreading of a 1964 case from the 7th U.S. Circuit Court of Appeals in Chicago called In re Berger Steel. About SemGroup, L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, won confirmation from the Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. The Plan, which distributes more than $2.5 billion in value to its stakeholders, was declared effective November 30. SHERYL OVERBECK: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sheryl A. Overbeck 6307 Woodland Drive Dallas, TX 75225 Bankruptcy Case No.: 10-33259 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Howard Marc Spector, Esq. Spector & Johnson, PLLC 12770 Coit Road Banner Place, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorjohnson.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 Sheryl A. Overbeck. SIX FLAGS: S&P Assigns 'BB-' Rating on $890 Mil. First-Lien Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its ratings to the $890 million first-lien credit facilities, consisting of a $120 million revolving credit facility due 2015 and a $770 million term loan B due 2016, to be issued by Six Flags Theme Parks Inc., the operating subsidiary of New York, N.Y.-based Six Flags Entertainment Corp. (formerly Six Flags Inc.). S&P rated this debt 'BB-' with a recovery rating of '1', indicating its expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. At the same time, S&P assigned SFTP's $250 million second-lien loan due 2016 its issue-level rating of 'B-' with a recovery rating of '5', indicating S&P's expectation of modest (10% to 30%) recovery for debtholders in the event of a payment default. In addition, S&P is assigning the reorganized Six Flags its 'B' corporate credit rating. The company has indicated that it used proceeds from the new credit facilities, along with equity commitments, and cash balances to pay all prepetition first-lien claims, claims at Six Flags Operations Inc., and other claims that are to be paid in cash as set forth in the plan. Six Flags filed for Chapter 11 bankruptcy protection on June 13, 2009. Prior to the assignment of these ratings, S&P withdrew all of its previous unsolicited ratings on the company. On April 30, 2010, the U.S. Bankruptcy Court in the District of Delaware issued its order confirming Six Flags' plan of reorganization. Under the terms of the plan of reorganization, the company reduced its total debt to about $1.1 billion from about $2.4 billion. The first-lien lenders and SFO creditors were paid in full in cash, and the holders of Six Flags Inc.'s prepetition unsecured debt received substantially all of the common stock of the emerged entity. Under the capital structure outlined in the plan, the company's debt capitalization was about $1.1 billion at emergence. As previously mentioned, Six Flags issued: * A $120 million revolving credit facility due 2015, * A $770 million term loan B due 2016, and * A $250 million second lien loan due 2016. The 'B' corporate credit rating reflects S&P's view of: * Six Flags' significant seasonality, with the vast majority of EBITDA earned between Memorial Day and Labor Day; * High capital expenditure needs for maintenance, as well as for new rides to attract attendance; * High debt leverage under its plan of reorganization; and * The potential for discretionary cash flow deficits. "In S&P's view, the company's geographic diversity and high barriers to entry into the amusement park market do not offset these risk factors," said Standard & Poor's credit analyst Andy Liu. SMURFIT-STONE: Confirmation Ruling Possibly in June --------------------------------------------------- Parties will file post-trial briefs on May 12, and reply papers on May 18, in connection with the disputed confirmation of the reorganization plan of Smurfit-Stone Container Corp., Bloomberg News reported, citing Kevin Starke of Stamford, Connecticut-based CRT Capital Group LLC, who monitored the hearing. According to Bill Rochelle at Bloomberg, bankruptcy judges have been issuing their opinions on disputed confirmations about a month after the last papers are filed, meaning that a ruling on approval of the Smurfit plan may arrive in June. Shareholders have opposed Smurfit's plan. They say reorganized Smurfit will be worth more than the Debtors and creditors estimate. 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) SOUTH BAY EXPRESSWAY: Proposes Kirkland as Bankruptcy Counsel ------------------------------------------------------------- South Bay Expressway, L.P., and its affiliate, California Transportation Ventures Inc., seek the Court's permission to employ Kirkland & Ellis LLP as their attorneys in their Chapter 11 cases, nunc pro tunc to the Petition Date and in accordance with an engagement letter dated as of November 3, 2009. Anthony G. Evans, the Debtors' chief financial officer, discloses that K&E began representing the Debtors in November 2009 with respect to a potential restructuring. The Debtors believe that K&E is both well-qualified and uniquely able to represent the Debtors in the Chapter 11 cases in an efficient and timely manner. As counsel, K&E will: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; (b) advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) attend meetings and negotiate with representatives of the creditors and other parties-in-interest; (d) take all necessary actions to protect and preserve the estates, including prosecuting actions on their behalf, defending any action commenced against them, and representing them in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; (e) prepare pleadings in connection with the cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and, if necessary, postpetition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the Court and any appellate courts to represent the interests of the estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all related documents; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of the cases. K&E will be paid based on its hourly rates, and will be reimbursed for its expenses incurred in connection with the retention. K&E's current hourly rates for matters related to Chapter 11 cases are: Billing Category Hourly Range ---------------- ------------ Partners $580 - $995 Of Counsel $435 - $995 Associates $340 - $670 Paraprofessionals $135 - $285 The professionals presently expected to have primary responsibility for providing services to the Debtors are: Professional Hourly Rate ------------ ----------- James H.M. Sprayregen $995 Marc Kieselstein $935 R. Alexander Pilmer $725 Chad J. Husnick $640 Mr. Evans reveal that the Debtors paid $200,000 to K&E as a classic retainer on January 26, 2010. On March 9, 2010, the Debtors paid $30,000 to K&E to increase the retainer, and, on March 22, 2010, the Debtors paid $50,000 to K&E to further increase the retainer. As of the Petition Date, the retainer balance was approximately $280,000. As of the Petition Date, Mr. Evans says, the Debtors did not owe K&E any amounts for legal services rendered before the Petition Date. Although certain expenses and fees have been incurred prepetition and have been or will be applied to K&E's classic retainer, he assures the Court that the amounts are less than the balance of K&E's classic retainer as of the Petition Date. Marc Kieselstein, P.C., Esq., a partner at K&E assures Judge Adler that K&E is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. A hearing will be held on June 10, 2010, to consider the application. U.S. Trustee Objects In his declaration, Mr. Kieselstein discloses that K&E represents Macquarie Group Limited and affiliated funds, Tiffany L. Carroll, the Acting United States Trustee for Region 15, tells the Court. The declaration further discloses that Macquarie is the parent portfolio of the Debtors. Although the declaration states that there is no conflict, Ms. Carroll contends that further disclosure should be made, as it appears that K&E is continuing to represent equity security holder of the Debtors. She points out that the representation may present an impermissible conflict of interest. Ms. Carroll also argues that K&E should not charge the Debtors for secretarial and word processing overtime costs, and costs related to overtime meals and transportation. She asserts that reimbursement for normal overhead expenses or clerical duties are not compensable under Section 330 of the Bankruptcy Code. The application also indicates that K&E received "classic retainers," Ms. Carroll avers. However, she contends, the engagement letter contained no agreement regarding how to treat the retainer. Accordingly, she opposes K&E's receipt of classic retainer until K&E can prove reasonableness for the payment of the retainer. About South Bay Expressway South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10- 04516). Its affiliate, California Transportation Ventures Inc., also filed for bankruptcy. The Debtors developed and operate a four lane, nine mile express toll road in Southern California commonly referred to as the South Bay Expressway or State Road 125. Both estimated assets and debts of $500 million to $1 billion in their bankruptcy petitions. Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is auditor and tax advisor. Imperial Capital LLC is financial advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors say that as of the bankruptcy filing, they have roughly $640 million in book value of total assets and roughly $570 million in book value of total liabilities. Bankruptcy Creditors' Service, Inc., publishes South Bay Expressway Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by South Bay Expressway LP and California Transportation Ventures Inc. (http://bankrupt.com/newsstand/or 215/945-7000). SOUTH BAY EXPRESSWAY: Receives Approval for EPIQ as Claims Agent ---------------------------------------------------------------- South Bay Expressway, L.P., and California Transportation Ventures, Inc., received authorization from the U.S. Bankruptcy Court for the Southern District of California to employ Epiq Bankruptcy Solutions, LLC, as notice, claims and balloting agent. Epiq will, among other things: a. prepare and serve a variety of documents on behalf of the Debtors in their Chapter 11 cases; b. maintain an official claims register in the Debtors' Chapter 11 cases by docketing all proofs of claim and proofs of interest in a database; c. provide access to the public for examination of copies of the proofs of claims and proofs of interests filed in the Debtor's Chapter 11 cases; and d. print ballots and coordinate the mailing of solicitation packages to all voting and non-voting parties and providing a certificate or affidavit of service with respect thereto. Epiq will be paid based on its service agreement with the Debtors, a copy of which is available for free at: http://bankrupt.com/misc/SOUTH_BAY_claimsagentservicespact.pdf James Katchadurian, an Executive Vice President of Epiq, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About South Bay Expressway South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10- 04516). Its affiliate, California Transportation Ventures Inc., also filed for bankruptcy. The Debtors developed and operate a four lane, nine mile express toll road in Southern California commonly referred to as the South Bay Expressway or State Road 125. Both estimated assets and debts of $500 million to $1 billion in their bankruptcy petitions. Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is auditor and tax advisor. Imperial Capital LLC is financial advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors say that as of the bankruptcy filing, they have roughly $640 million in book value of total assets and roughly $570 million in book value of total liabilities. Bankruptcy Creditors' Service, Inc., publishes South Bay Expressway Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by South Bay Expressway LP and California Transportation Ventures Inc. (http://bankrupt.com/newsstand/or 215/945-7000). SOUTH BAY EXPRESSWAY: Wants Imperial as Financial Advisor --------------------------------------------------------- South Bay Expressway, L.P., and its affiliate, California Transportation Ventures Inc., seek the Court's authority to employ Imperial Capital, LLC, as their financial advisor, nunc pro tunc to the Petition Date, pursuant to an engagement letter dated as of March 1, 2010. As financial advisor, Imperial will, among other things: (a) analyze the Debtors' business, operations, properties, financial condition, competition, forecast, prospects and management; (b) conduct a financial valuation of the Debtors' ongoing operations; (c) assist the Debtors in developing, evaluating, structuring and negotiating the terms and conditions of a potential restructuring plan; (d) assist the Debtors in the preparation of solicitation materials with respect to the Debtors' obligations, any securities to be issued in connection with the restructuring; (e) advise the Debtors on a proposed purchase price and form of consideration for the transaction; (f) assist the Debtors in developing, evaluating, structuring and negotiating the terms and conditions of a potential transaction; and (g) assist the Debtors in the preparation of solicitation materials with respect to the transaction and the Debtors. Pursuant to the Engagement Letter, the Debtors will pay Imperial: -- a financial advisory fee of $150,000 per month, payable monthly in advance; -- a cash fee payable upon the closing of a restructuring transaction, equal to: * $250,000 if a settlement agreement with all constituents is completed or if Imperial is asked to discontinue services while final negotiations are taking place for a settlement agreement with all constituents prior to April 30, 2010 -- the current Phase I End Date. If Imperial is asked to discontinue services prior to April 30, 2010, the Phase I End Date will be extended to May 15, 2010; * between $500,000 and $750,000 if a restructuring is completed after the Phase I End Date and before August 31, 2010 -- the Phase II End Date. The exact amount will be based on the level of involvement of Imperial and to be mutually agreed upon by the Debtors and Imperial; and * between $1,000,000 and $1,250,000 if a restructuring is completed on or after the Phase II End Date, the exact amount to be based on the level of involvement of Imperial and to be mutually agreed upon by the Debtors and Imperial; -- a transaction fee equal to the greater of: * 1% of the transaction consideration received by the Debtors and its debt or equity security holders pursuant to the transaction; and * the maximum restructuring transaction fee of $1,250,000, payable in cash directly from the financing source at closing, provided that Imperial will not receive both a Restructuring Transaction Fee and an M&A Transaction Fee; and -- if the Debtors ask that Imperial undertake a financing in an amount and under terms as may be agreed between the parties, a cash fee, to be paid out of the proceeds of the financing, equal to: * 1% of the face amount of any senior debt sold or arranged as part of the financing excluding any restructuring of the existing loans to the Debtors; * 3% of the face amount of any subordinated debt sold or arranged as part of the financing excluding any restructuring of the existing loans to the Debtors; and * 5% of the face amount of any equity securities sold or arranged as part of the financing excluding any securities sold or arranged with the existing equity investors to the Debtors. The Debtors will also reimburse Imperial for its reasonable expenses incurred in connection with its employment. Prior to the Petition Date, the Debtors paid Imperial total monthly fees of $150,000 and reimbursed Imperial for $25,000 in expenses incurred prepetition, inclusive of deposit amounts. Any portion of the payments that are not applied to prepetition fees and expenses will be detailed in Imperial's first interim fee application, and that portion will be credited towards Imperial's postpetition fees and expenses as allowed by the Court. The Debtors also inform the Court that they have agreed to indemnify and to make certain contributions to Imperial in accordance with the indemnification provisions set forth in the Engagement Letter. They tell Judge Adler that the Indemnification Provisions are customary and have reasonable terms of consideration for financial advisors and investment bankers like Imperial for proceedings both out of court and in Chapter 11. Robert Warshauer, a managing director at Imperial, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will convene a hearing on June 10, 2010, to consider the application. U.S. Trustee Objects Tiffany L. Carroll, the Acting United States Trustee for Region 15, contends that the application does not seem to specify the necessity of Imperial's employment. She asserts that it is unclear what the Debtors' plan is that would require Imperial's services. She adds that it is not indicated if those services are not duplicative of the services to be provided by the Debtors' general counsel. To the extent that the Court determines that Imperial's employment is necessary, Ms. Carroll asks that the Debtors provide specific services that Imperial would be providing that would not be duplicative of services provided by other professionals. She adds, among other things, that the proposed fee structure should be supported by the services that Imperial would be required to provide, and that the Debtors should offer information that was utilized to substantiate the reasonableness of the fee structure that Imperial is proposing. About South Bay Expressway South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10- 04516). Its affiliate, California Transportation Ventures Inc., also filed for bankruptcy. The Debtors developed and operate a four lane, nine mile express toll road in Southern California commonly referred to as the South Bay Expressway or State Road 125. Both estimated assets and debts of $500 million to $1 billion in their bankruptcy petitions. Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is auditor and tax advisor. Imperial Capital LLC is financial advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors say that as of the bankruptcy filing, they have roughly $640 million in book value of total assets and roughly $570 million in book value of total liabilities. Bankruptcy Creditors' Service, Inc., publishes South Bay Expressway Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by South Bay Expressway LP and California Transportation Ventures Inc. (http://bankrupt.com/newsstand/or 215/945-7000). SOUTHERN CRESCENT: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Southern Crescent Rehabilitation & Retirement Community, Inc. 2125 Highway 42 North Stockbridge, GA 30253 Bankruptcy Case No.: 10-73264 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank B. Wilensky, Esq. Macey, Wilensky, Kessler & Hennings, LLC Suite 2700, 230 Peachtree Street, NW Atlanta, GA 30303-1561 Tel: (404) 584-1200 Fax: (404) 681-4355 E-mail: smcconnell@maceywilensky.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73264.pdf The petition was signed by Omar El Sawi, president. SOUTHERN ORE MINING: Taps Mikhail Korolenko as Board Chairman ------------------------------------------------------------- Members of the supervisory board of Southern Ore Mining and Processing Plant (YuGOK), located in Krivoy Rog, Dnepropetrovsk Oblast, met on April 30, 2010, to discuss the measures to improve efficiency of the company. They noted the need to develop a programme for development and reconstruction of YuGOK for the next three years. Acting Board Chairman Mikhail Korolenko will be in charge for the task. Mikhail Korolenko was appointed acting Board Chairman of YuGOK by the decision of the supervisory board of the company and took the office on April 30, 2010. The new leader of the plant must take it out of bankruptcy state, recover the financial standing and meet all social obligations to the employees: increase salary to the industrial average and provide social guarantees and good working conditions. The acting board chairman must submit the plant development strategy to the supervisory board for approval before 1 September 2010. Mikhail Korolenko is a professional with a 25-year record in mining. He started his career in YuGOK as a mill operator and passed all the way to the senior manager position of the processing plant. Mr. Korolenko has authority with employees and colleagues. The owners of 99.99% of the company voted in favour of the Supervisory Board decision about his appointment", said Aleksandr Lastenko, Chairman of YuGOK's Supervisory Board. YuGOK shareholders owning 99.9% of the shares decided to allocate additional funds for upgrades of production facilities and social programmes of the plant within the scope of YuGOK development programme. This has been reported by representatives of the companies that own YuGOK. "Ore mining industry has been the principal investment destination for Smart-Holding for many years. We will take our utmost effort to make YuGOK a leader in the industry over the next three years", said Aleksey Pertin, Chief Executive Officer of Smart-Holding that owns around 50% of the plant. "We regard investment in YuGOK as strategic investment because we believe that the company has a big potential for growth. In our view, the new management will help stabilize the situation at the plant and take it to the new level of development. As shareholders, we are ready to assist the new management to deliver on the goals set in the production and social programmes", said, John Mann, press officer of Millhouse (co-owner of Lanebrook that owns around 50% of YuGOK's shares). About Southern Ore Mining Southern Ore Mining and Processing Plant is one of the major producers of iron ore raw materials - concentrate and sinter - in Ukraine. Southern Ore Mining and Processing Plant (YuGOK) completed the year of 2009 with net loss of UAH 73.567 million. The majority shareholders of YuGOK are Smart-Holding and businesses of Roman Abramovich (owners of Evraz Group) About Mikhail Korolenko Mikhail Korolenko has been in the mining industry since 1986. He started his career at Southern Ore Mining and Processing Plant and worked as a manager at different mining and metals businesses, particularly as production director at Northern Ore Mining and Processing Plant and chief executive of Central Ore Mining and Processing Plant. Mr Korolenko has a higher education degree from Krivoy Rog Ore Mining Institute. He is married and has two children. SPANSION INC: Plan Won't Be Implemented Until May 14 ---------------------------------------------------- Bankruptcy Judge Kevin Carey declined to approve a request by convertible noteholders of Spansion Inc. to stay pending appeal of his order confirming the Chapter 11 plan of Spansion. However, Judge Carey signed an order on April 30 preventing Spansion from distributing new stock under the Plan until May 14. The temporary stay was designed to allow time for the convertible noteholders to file a motion in district court for a stay that would stop implementation of the plan. Bloomberg News relates that the convertible noteholders filed their motion for a stay in district court in Delaware on May 3. According to Bloomberg, if the district judge isn't inclined to grant a stay pending appeal, they want a temporary hold lasting long enough that they can go to the U.S. Court of Appeals in Philadelphia to seek a stay. Spansion, its official committee of unsecured creditors, senior noteholders and holders of trade claims have opposed the convertible noteholders' request for a stay. Spansion has said that any stay of the Plan would require the convertible noteholders to post a bond "sufficient to cover the resulting damage inflected upon them and each of their creditor constituencies." The holders of trade claims say a stay would delay the Debtors' emergence from Chapter 11; accelerate the already deteriorating value of the Debtors caused by employee attrition, Chapter 11 expenses and declining customer relationships; and jeopardize the numerous funding commitments from various lenders that are necessary for the Debtors to effectuate the Plan. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc. and its affiliates filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09- 10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. As of Sept. 30, 2008, Spansion had total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization on April 16, 2010. A group of holders of Convertible notes and equity in Spansion presented an alternative plan, which would pay senior noteholders in full and has funding commitment of in excess of $425 million, but the plan was rejected. SPANSION INC: Court OKs $3.9MM in Fees for Latham & Watkins ----------------------------------------------------------- Warren H. Smith & Associates, P.C., in its capacity as fee auditor in Spansion Inc.'s bankruptcy cases, submitted to the Court a final report regarding the second interim fee application of the Debtors' and the Committee's professionals: Recommended Recommended Professional Period Fees Expenses ------------ --------- ----------- ----------- Latham & Watkins LLP 09/01/09- 11/30/09 $3,904,621 $54,814 K&L Gates LLP 09/01/09- 11/30/09 269,842 133,450 Ernst & Young LLP 09/01/09- 96,161 92 11/30/09 Timothy Gray 03/02/09- 10/21/09 19,071 0 KPMG LLC 09/01/09- 11/30/09 39,049 0 Wilson Sonsini Goodrich 09/01/09- & Rosati, P.C. 11/30/09 34,613 2 Latham & Watkins's recommended fees reflect a reduction by $15,817 and its recommended expenses reflect a reduction by $585. K&L's recommended fees represent a reduction by $1,546 and its expense reimbursement has been reduced by $155,123. The fee examiner had no fee or expense issues regarding the applications of Ernst & Young, Timothy Gray, KPMG, and Wilson Sonsini. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc. and its affiliates filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09- 10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. As of Sept. 30, 2008, Spansion had total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization on April 16, 2010. A group of holders of Convertible notes and equity in Spansion presented an alternative plan, which would pay senior noteholders in full and has funding commitment of in excess of $425 million, but the plan was rejected. SPANSION INC: Proposes to Settle with Mitsui & Macquarie -------------------------------------------------------- Spansion Inc. and its units ask the Court to approve their stipulation resolving Claim Nos. 900 and 901 filed by Mitsui Leasing Capital Corporation and Claim No. 1137 filed by Macquarie Electronics USA Inc. The parties have agreed that Mitsui's Claim No. 901 will be allowed as an administrative expense claim for $1,313,625 and a general unsecured claim for $12,875,727. The Stipulation further provides that Macquarie's Claim No. 1137 will be allowed as a general unsecured claim for $2,064,486. Mitsui filed on September 3, 2009 (i) a contingent, partially liquidated proof of claim against Spansion Inc. for $33,369,940, which was identified as Claim No. 900; and (ii) a contingent, partially liquidated proof of claim against Spansion LLC for $33,369,940 which was identified as Claim No. 901. Macquarie filed, on September 30, 2009, proof of claim against Spansion LLC for $34,072,562 which was identified as Claim No. 1137. The Debtors have reviewed the Claims and raised informal objections to them. To resolve the objections, the parties agreed to resolve the Claims as provided in the Stipulation. About Spansion Inc. Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc. and its affiliates filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09- 10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. As of Sept. 30, 2008, Spansion had total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Judge Kevin J. Carey confirmed Spansion's Plan of Reorganization on April 16, 2010. A group of holders of Convertible notes and equity in Spansion presented an alternative plan, which would pay senior noteholders in full and has funding commitment of in excess of $425 million, but the plan was rejected. SPECIALTY HOSPITALS: Defaults on $2MM Annual Payment to D.C. ------------------------------------------------------------ The Washington Business Journal reports that Specialty Hospitals of America has defaulted on loan and grant agreements it inked to acquire the former Greater Southeast Community Hospital, renamed United Medical Center, in Washington D.C. The District has taken control of UMC and is seeking the appointment of a receiver for the hospital. According to Business Journal, Specialty in 2007 obtained from the District a $30 million grant for physical upgrades and equipment, a $29 million loan to pay off the hospital's creditors and another $20 million loan for working capital. The city recently invested another $5.9 million as the hospital's financial condition worsened. Attorney General Peter Nickles told the Washington Business Journal on Wednesday the city said Specialty has failed to make its $2 million-plus annual payment in lieu of taxes and to maintain performance measures. "We tried to reach an accommodation with them to keep them involved," Mr. Nickles told the Business Journal. "That was not successful and so we've issued a notice of default and a notice of entry. We have taken over for a temporary period to stabilize the hospital." United Medical Center -- http://www.united-medicalcenter.com/-- is a 184-bed hospital that offers community based services for residents residing east of the Anacostia River, and specifically to residents of Wards 7 & 8 and the adjacent Maryland zip codes. Specialty Hospitals of America took ownership of and began managing UMC on Nov. 7, 2007. Dow Jones' Daily Bankruptcy Review says Specialty, through parent Specialty Hospitals of America LLC, bought United from the District of Columbia for $31.5 million. STARTECH ENVIRONMENTAL: Has Interim OK for $750,000 DIP Loan ------------------------------------------------------------ American Bankruptcy Institute reports that Startech Environmental Corp. will fund its operations with a $750,000 debtor-in- possession loan from prospective purchaser Champion Energy Inc. as it moves to eventually auction itself off as a going concern. Startech Environmental Corporation -- http://www.startech.net./- - is an environmental technology corporation dedicated to the development, production and marketing of waste minimization, resource recovery and pollution prevention systems that convert waste into valuable commodities. The company manufactures and sells a recycling system called the Plasma Converter for the global marketplace. The Plasma Converter is a plasma processing technology, which achieves closed-loop elemental recycling that destroys hazardous and non-hazardous waste and industrial by- products, while converting them into useful commercial products. These products could include a synthesis gas called PCG (Plasma Converted Gas), surplus energy for power, hydrogen, metals and silicate for possible use and sale. The company's Plasma Converter Systems are sold to generators of waste and processors of waste. StarCell is the Company's hydrogen selective membrane device that separates hydrogen from PCG. Startech Environmental Corp. filed a voluntary petition for reorganization, protection and relief under Chapter 11 of the Bankruptcy Code on April 28, 2010. The Case is pending in the US Court in Bridgeport, Connecticut. STATION CASINOS: Creditors Want OPCO Debtors, Lenders Deal Allowed ------------------------------------------------------------------ BankruptcyData.com reports that Station Casinos' official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion for an order authorizing the OPCO Debtors to enter into a restructuring support agreement with the OPCO lenders. The objection asserts, "Even if there was any reason to consider the Motion, the Debtors cannot satisfy their heightened burden under the Bankruptcy Code for approval of an insider transaction, and they should not be able to cloak themselves under the guise of a 'compromise' under Bankruptcy Rule 9019(a) when there is nothing to compromise. Moreover, the OpCo Support Agreement is clearly an impermissible lockup agreement that violates the Bankruptcy Code, violates United States Supreme Court holding in 203 North LaSalle, and constitutes a sub rosa plan." The Company's independent lenders filed a separate statement of opposition to the same motion. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Court Hears Plan Settlement -------------------------------------------- Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy Court in Reno, Nevada, began a hearing on an agreement that underpins a modified reorganization plan filed by Station Casinos Inc. in April. Under the agreement, a group including current owners Frank and Lorenzo Fertitta will make the first bid of $772 million to take control of substantially all of the businesses. The new proposal wraps in a plan filed in March for some of the casinos. The proposal is opposed by the unsecured creditors' committee and some lenders. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STERLING FIN'L: Confirms Increase in Size of Partners Investment ---------------------------------------------------------------- Sterling Financial Corporation confirmed that they have received the approval of the U.S. Treasury to increase the size of the proposed investment by THL to 24.9% of Sterling on an as-converted basis and fully exercised basis. Treasury's approval was required under the terms of Treasury's existing exchange agreement with Sterling. The terms of the agreements with THL and Treasury, which are described in Sterling's press release of April 27, 2010, have been revised to reflect the increased size of investment and certain other technical matters relating to the transaction. The THL and Treasury transactions are conditioned upon each other and on the other closing conditions previously described. About Sterling Financial Corporation Sterling Financial Corporation of Spokane, Wash., is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. * * * As reported in the Troubled company Reporter on March 22, 2010, Fitch Ratings has downgraded Sterling Financial Corporation's long-term Issuer Default Rating to 'C' from 'CCC' and Sterling Savings Bank's long-term and short-term IDRs to 'C' and 'C', respectively. STERLING FINANCIAL: Plans to Raise $555MM in Securities Offering ---------------------------------------------------------------- Sterling Financial Corporation disclosed in a press release Monday that it intends to offer roughly $555 million of securities to institutional accredited investors in a private placement transaction. The securities to be offered are expected to consist of roughly 221.9 million shares of common stock at a per-share price of $0.20 and roughly 5.5 million shares of newly created Series D convertible participating voting preferred stock at a per-share price of $92.00 that are convertible into an aggregate of roughly 2.6 billion shares of common stock. Each share of Series D preferred stock will have a nominal liquidation preference, pay non-cumulative dividends on an as- converted basis if and when declared on the common stock, will vote as a class with respect to certain matters and on an as- converted basis together with the common stock as a single class, and will be mandatorily convertible into 460 shares of common stock, subject to adjustment, for each share of Series D preferred stock, upon receipt of certain post-closing shareholder approvals. The Company expects to contribute substantially all of the proceeds to Sterling Savings Bank to be used for general corporate purposes, which is expected to include the pay down of $275 million in liabilities and may include the funding of potential acquisitions. A full-text copy of the press release is available for free at: http://researcharchives.com/t/s?6176 Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA) -- http://www.sterlingfinancialcorporation-spokane.com/-- is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. As of March 31, 2010, Sterling Financial Corporation operated 178 depository branches throughout Washington, Oregon, Idaho, Montana and California. The Company's balance sheet as of March 31, 2010, showed $10.555 billion in assets, $10.309 billion in total liabilities, and $245.5 million in stockholders' equity. * * * As reported in the Troubled Company Reporter on March 22, 2010, BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant net losses during 2009 and 2008, a decline in regulatory capital to support operations, and regulatory issues. STERLING FINANCIAL: Posts $84.3 Million Net Loss in Q1 2010 ------------------------------------------------------------ Sterling Financial Corporation filed on May 4, 2010, its quarterly report for the three months ended March 31, 2010. The Company reported a net loss of $84.3 million on $74.9 million of net interest income for the first quarter of 2010, compared with a net loss of $20.4 million on $88.3 million of net interest income for the first quarter of 2009. The Company's balance sheet as of March 31, 2010, showed $10.555 billion in assets, $10.309 billion in total liabilities, and $245.5 million in stockholders' equity. As reported in the Troubled Company Reporter on March 22, 2010, BDO Seidman, LLP, in Spokane, Wash., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered significant net losses during 2009 and 2008, a decline in regulatory capital to support operations, and regulatory issues. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6175 Spokane, Wash.-based Sterling Financial Corporation (NASDAQ: STSA) -- http://www.sterlingfinancialcorporation-spokane.com/-- is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. As of March 31, 2010, Sterling Financial Corporation operated 178 depository branches throughout Washington, Oregon, Idaho, Montana and California. SW BOSTON: Gets Court OK to Assume & Consummate Condo Sale Pacts ---------------------------------------------------------------- SW Boston Hotel Venture LLC, et al., sought and obtained authorization from the Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts to assume and consummate 11 purchase and sale agreements for condominium units and to enter into new purchase and sale agreements for condominium units. The Debtors say that the assumption and sale agreements for the existing sales will allow the estates to generate adjusted gross proceeds of $11,752,029 and further the Debtors' goal of a successful reorganization and restructuring of their obligations. According to the Debtors the existing sales are at or above the minimum purchase prices established by the Prudential Loan Agreement. The mortgage holders are deemed to have effectively consented to the existing sales, the Debtors say. More information is available for free at: http://bankrupt.com/misc/SW_BOSTON_sale_motion.pdf Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., assist the Company in its restructuring effort as bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SW BOSTON: Gets Interim Court Okay to Use Cash Collateral --------------------------------------------------------- SW Boston Hotel Venture LLC, et al., sought and obtained authorization from the Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts to use the cash collateral securing their obligation to their prepetition lenders. Harold B. Murphy, Esq., at Hanify & King, P.C., the attorney for the Debtors, explains that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors have prepared a budget proposal, a copy of which is available for free at: http://bankrupt.com/misc/SW_BOSTON_budget.pdf In exchange for using the cash collateral, the Debtors propose to grant the prepetition lenders replacement liens on the same types of post-petition property of the estates against which the lienholders hold liens as of the Petition Date. The Debtors will file by May 21, 2010, detailed supplemental budgets for the use of the cash collateral for the 90 days ending on August 31, 2010, for the Debtors. The Debtors will file by May 28, 2010, written report showing the actual income and expenses through May 21, 2010, compared to the budgeted income and expenses for the same period. Objections to the continued use of the cash collateral will be filed on or before 4:30 p.m. on June 1, 2010. The Court has set a final hearing for June 3, 2010, at 11:30 a.m. on the Debtors' request to use cash collateral. The Prudential Insurance Company of America, a senior secured lender to the Debtors, has objected to the Debtors' request, saying that: -- the proposed use of Prudential's cash collateral on an emergency basis contemplates paying certain pre-petition claims and other expenses in the administrative budget not incurred in the ordinary course. The only expenses that should be paid on an emergency basis are the operating expenses incurred by Starwood Hotels and Resorts Worldwide, Inc., in connection with the W Boston Hotel and by Ultimate Parking, LLC, in connection with the two-level underground parking garage and those expenses that are truly exigent while Prudential has an opportunity to review more thoroughly the proposed budgets; and -- the Debtors fail to provide properly for adequate protection of Prudential's interest in its collateral. The proposed replacement liens purportedly offered by the Debtors are not true replacement liens as contemplated by the U.S. Bankruptcy Code. There are no new net assets generated by the Debtors. They operate at a loss on a post-petition basis -- losses that the Debtors seek to cover with the sales proceeds of the condos. Moreover, conversion of the condo units to cash does not by itself represent adequate protection of Prudential's interest in its collateral. Accordingly, to the extent that the Debtors use Prudential's cash collateral, the replacement liens offered to Prudential (and the other secured creditors) hold no value and do not adequately protect Prudential's interest in the collateral from diminution. Prudential claims that that net income falls far short of the amount necessary to satisfy the obligations under the administrative budget. The Debtors have failed to provide sufficient budgetary information to evaluate or justify their request for payment of certain expenses and they have failed to meet their burden with respect to the adequate protection offered to Prudential in consideration for the use of its collateral. The City of Boston, a Municipal Corporation in the Commonwealth of Massachusetts, has also objected to the Debtor's attempt to use the $4 million in cash pledged to the City of Boston. In December 2009, the City of Boston and SW Boston entered into numerous loan documents including a Note and a Subordinate Loan Agreement (collectively, City Loan Agreements) by which The City of Boston agreed to lend $10,500,000. In January 2010, in connection with the closing of the 108 loan, the City of Boston advanced the sum of $10,500,000 into Fidelity National Title Insurance Company (Fidelity) for disbursement in accordance with an Escrow Agreement and a Letter Agreement with Fidelity. As part of the city loan agreements, the City of Boston required second mortgages on a variety of real estate including the project, and also required the pledging of $4,000,000 in cash. The cash was provided by Sawyer Corporation. The funds are held in an FDIC insured, non-interest bearing account standing solely in the name of the City of Boston at Boston Private Bank and Trust Company pursuant to a pledge and security agreement and an agency agreement. Prudential is represented by Gina L. Martin -- gmartin@goodwinprocter.com -- at Goodwin Procter LLP. About SW Boston Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., assist the Company in its restructuring effort as bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SW BOSTON: Section 341(a) Meeting Scheduled for June 1 ------------------------------------------------------ The U.S. Trustee for Region 1 will convene a meeting of SW Boston Hotel Venture LLC's creditors on June 1, 2010, at 12:30 p.m. The meeting will be held at Suite 1055, U.S. Trustee Office, J.W. McCormack Post Office & Court House. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Boston, Massachusetts-based SW Boston Hotel Venture LLC is the developer of the W Hotel. The Company filed for Chapter 11 bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No. 10-14535). Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq., at Hanify & King, P.C., assist the Company in its restructuring effort as bankruptcy counsel. Edwards Angell Palmer & Dodge LLP is the Company's special counsel. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SYNOVUS FINANCIAL: S&P Affirms 'BB-' Counterparty Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its counterparty credit rating on Synovus Financial Corp. at 'BB-' and the ratings on its banking subsidiaries at 'BB+/B'. At the same time, S&P removed the ratings from CreditWatch, where they were placed with negative implications on Feb. 8, 2010. The company raised $1.15 billion in common equity in May 2010. "The rating affirmation reflects S&P's opinion that, as a result of Synovus' improved capitalization, the company is in a better position to tackle its ongoing asset quality problems," said Standard & Poor's credit analyst Daniel E. Teclaw. S&P views capital, though improved, as still relatively weak, taking into consideration the company's various loan exposures and S&P's expectation for additional future net losses. The negative outlook reflects its expectation that S&P could lower the ratings if S&P believes asset quality measures will continue to erode capital faster and/or more than S&P anticipate. SYSTEMS AND SOFTWARE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Systems and Software Consortium, Inc. fdba Software Productivity Consortium, Inc. 2214 Rock Hill Rd. Herndon, VA 20170-4227 Bankruptcy Case No.: 10-13640 Chapter 11 Petition Date: May 4, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Steven B. Ramsdell, Esq. Tyler, Bartl, Ramsdell & Counts, PLC 300 N. Washington St., Suite 202 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 E-mail: sramsdell@tbrclaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-13640.pdf The petition was signed by Mark J. Schuler, president and CEO. THOMAS KAVANAUGH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Thomas V. Kavanaugh Cheryl E. Kavanaugh 107 La Quinta Place Saint Augustine, FL 32084 Bankruptcy Case No.: 10-03770 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Brett A. Mearkle, Esq. Parker & Dufresne, P.A. 8777 San Jose Boulevard, Suite 301 Jacksonville, FL 32217 Tel: (904) 733-7766 Fax: (904) 7333-2919 E-mail: bmearkle@jaxlawcenter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-03770.pdf The petition was signed by the Joint Debtors. TLCVISION CORPORATION: Court Confirms Plan of Reorganization ------------------------------------------------------------ TLCVision Corporation disclosed that the United States Bankruptcy Court for the District of Delaware confirmed the joint Chapter 11 plan of reorganization for the Company and its affiliates, TLCVision Corporation and TLC Management Services, Inc. The Plan was sponsored by affiliates of Charlesbank Capital Partners, LLC, and H.I.G. Capital, LLC, and publicly supported by the committee of creditors appointed in the Court. The Plan provides for the payment in full in cash of all outstanding amounts owing to the Company's senior secured lenders. The Plan also provides up to US$9.0 million in cash and a promissory note of up to US$3.0 million to satisfy unsecured creditors of the Company, TLC USA and TLC MSI. Pursuant to the Plan, affiliates of Charlesbank and H.I.G. will acquire substantially all the assets of the Company, including 100% of the equity of TLC USA and the Company's six refractive centers in Canada. The Plan will become effective upon satisfaction of all outstanding closing conditions, including recognition of the Court's confirmation order by the Ontario Superior Court of Justice under the Canadian Companies' Creditors Arrangement Act. The Company expects that the Plan will be effective soon and will publicly announce when it has filed notice of the effective date with the Court. After such date, it is expected that any remaining assets of the Company will be liquidated under the CCAA in a Canadian proceeding and that net proceeds of such liquidation, if any, will be distributed to the Company's creditors. "On behalf of the Board of Directors of TLCVision, I want to thank our employees, our business partners and our customers who, today, received a clear vote of confidence in our company," said Warren S. Rustand, Chairman of the Board of TLCVision. "The Board of Directors believes this plan offers the best opportunity for TLC - - one that will help us emerge expeditiously from Chapter 11 and forge a stronger future. We are excited by our new relationship with Charlesbank and H.I.G. and we look forward to building on our company's strong brand." "This plan will deleverage TLC's balance sheet, repay in full the company's debt and provide significant capital for future expansion," said Brandon White, Managing Director at Charlesbank. "We believe that TLC is now properly positioned to achieve its true growth potential, capitalizing on its strong customer awareness and history of leadership in the industry." Adds Tim Armstrong, Managing Director of H.I.G., "TLC's emergence from Chapter 11 is a testament to the strength of its employees and its brand, and we are delighted to be teaming with the TLCVision management team and Charlesbank to continue expanding TLC's business." UAL CORP: Firm Probes Continental Board's Alleged Breaches ---------------------------------------------------------- In a public statement dated May 4, 2010, Robbins Umeda LLP said it has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the Board of Directors of Continental Airlines, Inc. This is in connection with the Board's actions in causing Continental to enter into a definitive merger agreement with UAL Corporation. If the transaction is completed, Continental shareholders will receive 1.05 shares of United common stock for each share of Continental they own. Robbins Umeda LLP's investigation concerns whether Continental's Board of Directors undertook a fair process to obtain fair consideration for all shareholders of Continental. Shareholders of Continental who would like more information about their rights as a shareholder, are encouraged to contact attorney Lauren Levi at 800-350-6003 or by e-mail at llevi@robbinsumeda.com Robbins Umeda LLP is a California-based law firm with significant experience representing investors in merger-related shareholder class actions, shareholder derivative actions, and securities fraud class actions. 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. UNISYS CORPORATION: Approves Amendments to Bylaws ------------------------------------------------- Unisys Corporation approved amendments to its Restated Certificate of Incorporation and Bylaws to: * declassify the Board of Directors and provide for the annual election of all directors beginning at the 2011 annual meeting of stockholders, and * decrease the minimum and maximum number of directors that may comprise the Board of Directors to a minimum of 7 and a maximum of 15. Accordingly, on April 29, 2010, the Company filed a Restated Certificate of Incorporation incorporating these amendments with the Secretary of State of the State of Delaware and also amended its Bylaws. About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. According to the Troubled Company Reporter on Feb. 9, 2010, Unisys Corporation said it has $2.95 billion in total assets, $1.39 billion in total liabilities, 845.9 million in long-term debt, $1.64 billion in long-term postretirement liabilities, $347.3 million in commitments and contingencies resulting to a $1.27 billion stockholders' deficit for fourth quarter ended Dec. 1, 2009. UNISYS CORP: Files Form 10-Q Results for First Quarter ------------------------------------------------------ Unisys Corporation filed with the Securities and Exchange Commission its Form 10-Q for the quarterly period ended March 31, 2010. According to the Troubled Company Reporter on May 4, 2010, The Company reported a first-quarter 2010 net loss of $11.6 million. The results included approximately $35 million of pre-tax foreign exchange losses in Other Income/Expense, including $20 million relating to the January 2010 currency devaluation in Venezuela. In the first quarter of 2009, the company reported a net loss of $24.4 million, or 66 cents per diluted share, which included approximately $7 million of foreign exchange losses in Other Income/Expense. The Company's balance sheet for March 31, 2010, showed $2.7 billion total assets, $1.2 billion total liabilities, $846.6 million long-term debt, $1.5 billion long-term postretirement liabilities, $294.4 million commitments and contingencies, for a $1.2 billion stockholders' deficit. The Company's operating profit nearly quadrupled to $58.9 million in the first quarter of 2010 compared with operating profit of $15.0 million in the first quarter of 2009. About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. According to the Troubled Company Reporter on Feb. 9, 2010, Unisys Corporation said it has $2.95 billion in total assets, $1.39 billion in total liabilities, 845.9 million in long-term debt, $1.64 billion in long-term postretirement liabilities, $347.3 million in commitments and contingencies resulting to a $1.27 billion stockholders' deficit for fourth quarter ended Dec. 1, 2009. UNITED MEDICAL CENTER: Washington D.C. Officials Seek Receiver -------------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that Washington D.C. officials are seeking a receiver to take control of the troubled United Medical Center, which the city took over last month to "stabilize" after its owner defaulted on loans. Ms. Palank, citing the Washington Post, also reports the city sued owner Specialty Hospital of Washington in D.C. Superior Court, accusing Specialty of hiding financial problems from city officials and diverting $25 million in hospital funding to other health care initiatives. Specialty has countered, according to Ms. Palank, arguing that there's no legal basis to take away its control of the hospital and denying that it hid the hospital's financial difficulty. Specialty accused city officials of failing to pay attention and of not meeting their obligations to fund the treatment of Medicaid patients. Dow Jones, citing court records, relates Senior Judge Henry F. Greene is asking both sides to submit by this Sunday briefings on the constitutionality of a receivership, in which Judge Greene would appoint an outsider to take control of the hospital. He's scheduled to hold a hearing in the case on Monday. United Medical Center -- http://www.united-medicalcenter.com/-- is a 184-bed hospital that offers community based services for residents residing east of the Anacostia River, and specifically to residents of Wards 7 & 8 and the adjacent Maryland zip codes. Specialty Hospitals of America took ownership of and began managing UMC on Nov. 7, 2007. Dow Jones recalls UMC has changed hands several times over the past decade. Then known as Greater Southeast Community Hospital, the hospital was acquired by Doctors Community Healthcare Corp. in 1999 for $22.5 million. When Doctors Community filed for Chapter 11 protection in 2002, it placed United under protection, winning court approval of a restructuring plan two years later. Dow Jones says Specialty, through parent Specialty Hospitals of America LLC, bought United from the District of Columbia for $31.5 million. UNITED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: United Systems Access Telecom, Inc. 5 Bragdon Lane Kennebunk, ME 04043 Bankruptcy Case No.: 10-20699 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court District of Maine (Portland) Debtor's Counsel: George J. Marcus, Esq. Marcus, Clegg & Mistretta, PA One Canal Plaza, Suite 600 Portland, ME 04101-4102 Tel: (207) 828-8000 E-mail: bankruptcy@mcm-law.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/meb10-20699.pdf The petition was signed by Stephen J. Gilbert, president. U.S. CONCRETE: To Seek Approval of Plan Outline on June 3 --------------------------------------------------------- U.S. Concrete Inc. scheduled a June 3 hearing for approval of the disclosure statement explaining the prepackaged reorganization plan negotiated before the Chapter 11 filing on April 21. U.S. Concrete has received interim approval for $80 million in financing to sustain the Chapter 11 case. The final hearing on financing will be held May 21. Under the Plan, Company's 8.325% senior subordinated notes due in 2014 will be converted into equity in the reorganized company. Existing shareholders will get warrants to buy 15% of the reorganized company's stock. The Company said the Plan will reduce its subordinated debt by approximately $272 million and significantly strengthen its balance sheet. About U.S. Concrete Houston, Tex.-based U.S. Concrete, Inc., aka RMX Industries, Inc., is a major producer of ready-mixed concrete, precast concrete products and concrete-related products in select markets in the United States. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. According to the schedules, the Company says that assets total $389,160,000 while debts total $399,351,000. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. US RENAL: Moody's Assigns Corporate Family Rating at 'B2' --------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family and Probability of Default Rating to U.S. Renal Care, Inc. Moody's also assigned a B1 (LGD3, 35%) rating to the company's proposed senior secured credit facility, consisting of a $30 million revolving credit facility and a $125 million term loan. The outlook for the ratings is stable. This is the first time Moody's has assigned a rating to U.S. Renal. Moody's understands that the proceeds of the facility, along with available cash, an equity investment of $25 million from the equity sponsors; SV Life Sciences, Thoma Cressey Equity Partners, Salix Ventures and certain other existing shareholders of U.S. Renal, and the issuance of $47.5 million of subordinated debt (not rated by Moody's), will be used to fund the approximately $115.3 million acquisition of Dialysis Corporation of America, which represents a multiple of pro forma 2009 EBITDA less minority interest of about 7.7 times, refinance existing debt and pay related fees and expenses. U.S. Renal's B2 Corporate Family Rating reflects the significant increase in leverage that will be taken on to complete the transaction. While the acquisition of the DCA operations will improve the geographic diversification of the company and increase the revenue base, scale and market share are still relatively limited. Moody's believes the similarities in U.S. Renal and DCA's joint venture strategy should mitigate integration issues and economies of scale are likely to be realized over time. Additionally, the relatively stable business profile characterized by increasing incidences of end stage renal disease and the medical necessity of the service provided should support continued growth in the business. However, the rating also considers risks associated with the focus on the dialysis services marketplace and its high concentration of revenues from government based programs, which are subject to a change in reimbursement methodology on January 1, 2011, as well as an ongoing investigation of DCA by the U.S. Department of Health and Human Services, Office of the Inspector General. The stable rating outlook reflects Moody's expectation that the company can effectively integrate the operations of DCA without disruption to clinic operations or billing and collection practices and without significant loss of physician partners. The outlook also reflects Moody's expectation that the company will look to grow primarily through de novo development of new centers even during this period of integration. The stable outlook also considers that the company will be able to adjust to the changes in Medicare reimbursement that will be implemented on January 1, 2011, without significant detriment to the credit metrics. This is a summary of the ratings assigned. * Corporate Family Rating, B2 * Probability of Default Rating, B2 * $30 million senior secured revolving credit facility due 2015, B1 (LGD3, 35%) * $125 million senior secured term loan due 2016, B1 (LGD3, 35%) U.S. Renal's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of U.S. Renal's core industry and U.S. Renal's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Plano, TX, U.S. Renal provides dialysis services to patients who suffer from chronic kidney failure. Pro forma for the acquisition of DCA, the company will provide dialysis services through 84 outpatient facilities across nine states, over 12 home dialysis programs and in 24 acute dialysis programs. U.S. Renal recognized approximately $153 million in revenue for the year ended December 31, 2009, and would have recognized $252 million on a pro forma basis for the same period. US RENAL: S&P Assigns Corporate Credit Rating at 'B' ---------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' corporate credit rating to Plano, Texas-based U.S. Renal Care Inc. At the same time, S&P assigned its 'B+' senior secured debt rating to the company's proposed $30 million revolving credit facility maturing in 2015 and $125 million term loan facility maturing in 2016 with a recovery rating of '2', indicating the prospects for substantial (70%-90%) recovery in the event of payment default. The outlook is stable. "The speculative-grade ratings reflect USRC's dependence upon a single disease state treatment; challenges associated with the integration of Dialysis Corporation of America; exposure to adverse changes in payor mix and reimbursement; and its relatively small size with very limited geographic diversity," said Standard & Poor's credit analyst Jack Harcourt. USRC's vulnerable business risk profile overwhelmingly reflects the company's dependence upon a single disease state, end stage renal disease, as well as its relatively small size and limited geographic diversity. USRC's acquisition of DCA will substantially increase its size, but USRC will remain much smaller than the two dominant players in the sector, i.e., Davita (BB- /Stable/--) and the U.S. operations of Fresenius (BB/Stable/--). Although competition takes place essentially at a local level, scale and the accompanying financial flexibility are important attributes when considering a company's ability to respond to sector challenges. USEC INC: Board of Directors Elected at Annual Meeting ------------------------------------------------------ USEC Inc.'s board of directors was elected at the annual meeting. Each director holds office until the next annual meeting of shareholders and until his or her successor is elected and has qualified. There were 26.7 million broker non-votes with respect to each nominee. As of the record date, March 4, 2010, there were 112.3 million shares of common stock outstanding and entitled to vote. 80.9% of those shares were represented at the annual meeting. A full-text copy of the company's regulatory filing is available for free at http://ResearchArchives.com/t/s?6186 About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- a global energy company, is a supplier of enriched uranium fuel for commercial nuclear power plants. At December 31, 2009, the Company had total assets of $3.532 billion against total current liabilities of $1.082 billion, long-term debt of $575.0 million and total other long-term liabilities of $598.9 million, resulting in stockholders' equity of $1.275 billion. * * * According to the Troubled Company Reporter on Dec. 30, 2009, USEC Inc. has a revolving credit that matures in August and a corporate rating from Standard & Poor's that recently declined one click to CCC+, matching the action taken on Dec. 18 by Moody's Investors Service. VALASSIS: Board OKs Reinstatement of Stock Repurchase Program ------------------------------------------------------------- Valassis's Board of Directors approved the reinstatement of its stock repurchase program which was previously suspended. Under the stock repurchase program, up to approximately 6.1 million shares of our common stock remain authorized for repurchase from time to time in open market or privately negotiated transactions. The stock repurchase program does not obligate the company to acquire any particular amount of shares of common stock, and may be modified or suspended at any time at its discretion. The company's ability to make such stock repurchases, if any, is limited by the documents governing our outstanding indebtedness. As of today, these limitations would permit them to repurchase shares of our common stock in an aggregate amount of up to $58.4 million during 2010. As a result of the proceeds from its recent litigation settlement being included in its consolidated statement of income for the three months ended March 31, 2010, the company currently expects the amount permitted for stock repurchase to be substantially larger in 2011. The foregoing is subject to change and we disclaim any obligation to update or revise this information. The stock repurchases, if any, will be funded from existing cash on hand. As of March 31, 2010, we had approximately $633.0 million of cash and cash equivalents. About Valassis Valassis is one of the nation's leading media and marketing services companies, offering unparalleled reach and scale to more than 15,000 advertisers. Its RedPlum media portfolio delivers value on a weekly basis to over 100 million shoppers across a multi-media platform -- in-home, in-store and in-motion. Through its interactive offering -- redplum.com -- consumers will find compelling national and local deals online. Headquartered in Livonia, Michigan with approximately 7,000 associates in 28 states and eight countries, Valassis is widely recognized for its associate and corporate citizenship programs, including its America's Looking for Its Missing Children(R) program. Valassis companies include Valassis Direct Mail, Inc., Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. As reported by the TCR on Feb. 3, 2010, Standard & Poor's Ratings Services placed its 'B+' corporate credit rating for Livonia, Michigan-based Valassis Communications Inc., along with all associated issue-level ratings, on CreditWatch with positive implications. VILLAGE POINTE: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Village Pointe Ventures, LLC 750 Chastain Corner Marietta, GA 30066 Bankruptcy Case No.: 10-73319 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Fax: (770) 984-0044 E-mail: pmarr@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 4 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-73319.pdf The petition was signed by Bradley T. Barnett, manager. VISTEON CORP: Agrees to Examiner Probe on Plan ---------------------------------------------- Carla Main at Bloomberg News reports that Visteon Corp. has agreed to the request made by the U.S. Trustee to have an independent examiner evaluate the Company's plan of reorganization. Roberta DeAngelis, the U.S. Trustee, said there are "compelling reasons" the creditors and the debtor will benefit from a third- party review of the plan. An ad hoc committee of equity holders had objected to the request. The U.S. Trustee said an examiner can conduct "the most expeditious and cost effective" investigation of the proposed plan of reorganization. According to Bloomberg News, Visteon estimates the reorganized company will have an enterprise value of $1.48 billion to $2.37 billion. Creditors' claims are estimated to reach $2.96 billion to $3.14 billion. So for "shareholders to be 'in the money,' Visteon's enterprise value would have to drastically increase anywhere between 592 million to $1.66 billion to clear the current claims hurdle," the company said in court papers. The company rebuffed the shareholders claim that market trading indicated there was more value in the company. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of 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) VITERRA INC: Moody's Assigns 'Ba1' Rating on C$500 MiL. Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Viterra, Inc.'s proposed C$500 million in notes. Viterra's Ba1 Corporate Family Rating and other ratings were affirmed. Proceeds from the proposed notes are to be used for debt reduction and for general corporate purposes. The proposed notes would rank pari passu with all of Viterra's existing and future senior unsecured indebtedness including its proposed C$1.6 billion new global unsecured guaranteed revolving credit facility. The assignment of Ba1 rating to the proposed senior notes is contingent on the completion of the debt issuance as proposed. Viterra's Speculative Grade Liquidity Rating of SGL-2 indicating a good liquidity profile over the next 12 months was also affirmed. The outlook is stable. The proposed issuance of the C$500 million in notes and the C$1.6 billion global revolving credit facility follow the September 2009 acquisition of ABB Grain Ltd. of Australia. While the C$1.4 billion acquisition was comprised of a prudent mix of 50% equity and 50% cash the lack of a global unsecured revolving credit facility was a modest credit concern, so this proposed debt issuance will improve the overall credit profile of Viterra. Specific benefits achieved through this proposed issuance include: an improved maturity schedule, decrease in interest rate, removal of security requirements on debt, covenant consistency, and central global liquidity facility. The unsecured structure of Viterra's proposed credit facilities is a clear credit positive, as unsecured revolvers/debt are typically commensurate with investment grade ratings, while secured debt is unusual at the investment grade level. The Ba1 ratings reflect the growth aspirations of Viterra management and incorporate an expectation of the financial impact of future acquisition activity. Prior to a positive rating move Moody's would look for the agricultural market dynamics to remain healthy, for continued success by management at integrating ABB and other potential acquisitions, and for investment grade credit metrics to be achieved and sustained over a multi-year period. Importantly Moody's would like to see sustainable generation of investment grade credit metrics within Viterra's new business profile. The generation of free cash flow is a typical trait for investment grade issuers, thus a free cash flow to debt ratio of over 8% on a sustainable basis would be seen as a positive for the rating. The stable outlook incorporates the assumption that future acquisition activity of material size would be prudently financed. The outlook also reflects the desire by Moody's to see Viterra to perform over a longer period of time with its relatively new consolidated group of assets given the acquisition related growth strategy that management has undertaken. Viterra's annual revenues have grown from C$1.5 billion at the end of 2006 to C$7.0 billion at the LTM ending January 31, 2010, and ABB could add C$2 billion in revenues in 2010 to the C$6.6 billion 2009 Viterra stand-alone revenues. Ratings Affirmed: Issuer: Viterra Inc. -- Probability of Default Rating - Ba1 -- Corporate Family Rating- Ba1 SGL-2 Ratings Assigned: -- Guaranteed Senior Unsecured Bonds due 2020 -- Ba1; LGD4 56% LGD Ratings Adjusted: -- CAD 8.5% Guaranteed Senior Unsecured Canadian Bonds due 08/01/2017- Ba1; moved to LGD4 56% from LGD3 49% -- CAD 8.5% Guaranteed Senior Unsecured Canadian Bonds due 07/07/2014 -- Ba1; moved to LGD4 56% from LGD3 49% -- CAD 8% Guaranteed Senior Unsecured Canadian Bonds due 04/08/2013 -- Ba1; moved to LGD4 56% from LGD3 49% * * Ratings likely to be Withdrawn Viterra's SGL-2 rating, reflecting a good liquidity profile, is indicative of the company's significant cash generating capabilities, balanced by the high seasonal demands on working capital for its grain handling and agriproducts businesses (over 75% of Viterra's agriproducts are delivered from April through June). Ongoing liquidity concerns for grain processors center on volatility of crop and farm input pricing. For example, a significant increase in the cost of commodity grains can increase the working capital burden for Viterra and other processors, and these price movements will increase the cash requirements in managing the business. Viterra's liquidity is supported by its sizeable cash and marketable securities of approximately C$625 million as of the first quarter filings January 31, 2010. Additionally, Moody's estimate that Viterra will only have C$400 million drawn on the proposed C$1.6 billion global multi currency credit facility at closing; the facility is used for managing the seasonal swings in working capital. Sustaining capital spending for 2010 is estimated at C$220 million. Viterra does not pay a dividend on its common stock and the company further benefits from having no near term maturities of its long- term debt. Moody's most recent announcements concerning the ratings for Viterra was on January 25th, 2010, when Moody's confirmed ratings concluding Moody's review as the company addressed a possible covenant breach in a bank facility at ABB. Viterra Inc., formerly known as Saskatchewan Wheat Pool Inc., is headquartered in Regina, Saskatchewan, and is the largest grain handler in Canada. The Viterra entity was formed on May 29, 2007 after the acquisition of Agricore United by Saskatchewan Wheat Pool. Viterra operates through five business segments; Grain Handling and Marketing, Agri-Products, Agri-Food Processing, Livestock Feed and Services, and Financial Products, but derives the majority of their income through the Grain Handling and Marketing and Agri-Products business segment. In September 2009 Viterra acquired ABB for A$1.6 billion (C$1.4 billion) with 50% equity and 50% cash, adding global diversity, improved access to Asia, and market share. Revenues were C$7.0 billion for the 12 month period ending third-quarter January 31, 2010. WALLACE TERRACE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Wallace Terrace Apartments Limited Ptnr 336 Orange Street Charlotte, NC 28205 Bankruptcy Case No.: 10-31248 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Richard M. Mitchell, Esq. Mitchell & Culp, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $1,800,000 while debts total $1,532,420. There are no entries in the list of creditors filed together with its petition. The petition was signed by Elbie Dewitt Wallace, Jr., member manager. WILMINGTON ON DREXEL: Case Summary & 20 Unsecured Creditors ----------------------------------------------------------- Debtor: Wilmington on Drexel LLC Wilmington on Drexel LLC c/o Don S. Schein 2241 West Howard Street Chicago, IL 60645 Bankruptcy Case No.: 10-20181 Chapter 11 Petition Date: May 3, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Michael I. White, Esq. 20 North Clark Street, Suite 1650 Chicago, IL 60602-5001 Tel: (312) 236-4544 Fax: (312) 236-0182 E-mail: mwhit1967@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-20181.pdf The petition was signed by Don S. Schein, member of LLC. YRC WORLDWIDE: Says Relief From 2011 Pension Costs "Is Critical" ---------------------------------------------------------------- Bob Sechler at Dow Jones Newswires reports that YRC Worldwide Inc., which brushed with insolvency in December 2009, said relief from potentially large pension expenses in 2011 is critical. According to Dow Jones, Chief Executive Bill Zollars said YRC will be negotiating with its lenders and its multiemployer pension funds over the coming months, and he voiced optimism that relief will be provided by recently introduced federal legislation involving multiemployer pension funds. The numbers "are pretty daunting," Mr. Zollars said in a post- earnings interview, according to Dow Jones, although he added that "we fully expect to come up with a solution for 2011 before we get there." According to Dow Jones, the proposed legislation would assist companies like YRC, which have had to take on pension liabilities for retirees who never worked for them but whose former employers have failed. YRC estimates that about 40% of its pension costs fall under that category. YRC won substantial concessions over the past 18 months -- from lenders and employees -- amid its dramatic efforts to stay afloat. Among them, it was able to defer about $155 million in pension obligations, as well avoid paying an additional $300 million or so entirely. Dow Jones notes those agreements come to an end at the close of 2010. Dow Jones relates YRC estimates its pension costs at $25 million to $30 million a month next year, unless it gets some relief. It also will owe interest on its deferred-pension obligations, as well as the deferred payments. On Tuesday, YRC reported a net loss of $274.138 million for the three months ended March 31, 2010, from a net loss of $273.782 million for the same period in 2009. Operating Revenue was $1.063 billion for the three months ended March 31, 2010, from $1.502 billion for the same period in 2009. At March 31, 2010, the Company had $2.919 billion in total assets against total current liabilities of $1.202 billion; long-term debt, less current portion of $948.864 million; deferred income taxes, net of $145.751 million; pension and post retirement of $353.398 million; and claims and other liabilities of $373.243 million; resulting in shareholders' deficit of $104.944 million. About YRC Worldwide Overland Park, Kansas-based YRC Worldwide Inc. is a holding company that through wholly owned operating subsidiaries offers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. * * * As reported in the Troubled Company Reporter on March 18, 2010, KPMG LLP, in Kansas City, Missouri, expressed substantial doubt about YRC Worldwide's ability to continue as a going concern in its report on the Company's consolidated financial statements as of and for the year ended December 31, 2009. The independent auditors noted that the Company has experienced significant declines in operations, cash flows, and liquidity. * Corporate Credit Risk Index Rises to Highest in Almost 3 Months ----------------------------------------------------------------- The cost to protect against defaults on U.S. corporate bonds rose to the highest in almost three months, Carla Main at Bloomberg News reported, citing a trading in a benchmark credit derivatives index. According to the report, CMA DataVision prices showed that the Markit CDX North America Investment Grade Index, which typically rises as investor confidence deteriorates, rose to the highest since Feb. 10. * Canadian Bankruptcies Rise 8.2% in February 2010 -------------------------------------------------- Canadian bankruptcies rose 8.2% in February from the month before, the country's bankruptcy superintendent reported on its Web site, according to Bloomberg News. The number of bankruptcies filed by consumers and businesses advanced to 7,952 in February. From a year ago, they fell 16%. * U.S. Senate Approves 'Too Big To Fail' Compromise --------------------------------------------------- Bankruptcy Law360 reports that the U.S. Senate began work on a series of amendments to financial regulatory reform legislation on Wednesday, voting 93-5 to approve a measure from Sens. Christopher Dodd, D-Conn., and Richard Shelby, R-Ala., that eliminates a $50 billion resolution authority fund to wind down failing firms. After breaking through a partisan deadlock that delayed votes from starting earlier this week, senators gave their overwhelming approval to the Dodd-Shelby amendment, along with several other measures, Law360 says. * Alan Feld Joins Sheppard Mullin --------------------------------- Alan M. Feld has joined the Los Angeles/Downtown office of Sheppard, Mullin, Richter & Hampton LLP as a partner in the firm's Finance and Bankruptcy practice group. Feld most recently practiced at Manatt, Phelps & Philips in Los Angeles, where he co- chaired the firm's Bankruptcy & Financial Restructuring practice group. Feld's practice focuses on both international and domestic bankruptcy, business reorganizations and workouts involving complex collateral packages and multiple jurisdictions. He represents bondholders, lenders, servicers and other creditors in connection with bankruptcy and financial restructuring matters of all types. Feld's experience includes a wide breadth of out of court restructurings as well as complex Chapter 11 proceedings. His bankruptcy expertise ranges from DIP financings and section 363 asset sales to confirmation proceedings related plan litigation. Feld has particular expertise in cross-border restructuring and insolvency issues. He has significant experience representing the creditors of publicly traded foreign entities with U.S. dollar denominated debt. Feld focuses much of his practice in the emerging markets with particular emphasis on Latin America. He typically represents ad hoc committees of bondholders and other creditors in the restructuring of emerging market entities that have securities that are publicly traded in the United States. "Alan is a first-rate bankruptcy attorney and an excellent fit with our Finance and Bankruptcy practice group. His expertise in cross-border restructuring matters, real estate secured creditor work and representation of investors in technology companies dovetails well with the firm's international practice, New York and Silicon Valley offices, and premier California real estate practice," said Guy N. Halgren, chairman of the firm. "I look forward to joining Sheppard Mullin, a top-notch full service firm with a strong bankruptcy practice both in California and in New York," Feld commented. "I am also impressed with the firm's international and real estate practices, and firm management's dedication to growing these areas even further. I'm excited to be part of a partnership that values teamwork and fosters collegiality, both within practice groups and across practice areas." In addition to his international practice, Feld has particular expertise in the representation of lenders and other creditors in the restructuring of borrowers in crisis situations. Such matters typically involve debt secured by volatile assets (comprised of complex and often fragile collateral packages) at risk of precipitous devaluation. These matters frequently involve numerous third parties (such as franchisors or contractual counterparties) that may hold the key to a lender's potential recovery. Feld received a J.D. from University of Southern California Law School in 1991 and a B.A. from Williams College in 1987. Sheppard Mullin has 200 attorneys based in its Los Angeles offices. The firm's Finance and Bankruptcy practice group includes 70 attorneys firmwide. About Sheppard, Mullin, Richter & Hampton LLP About Sheppard, Mullin, Richter & Hampton LLP is a full service AmLaw 100 firm with 550 attorneys in 11 offices located in the United States and Asia. Since 1927, companies have turned to Sheppard Mullin to handle corporate and technology matters, high stakes litigation and complex financial transactions. In the U.S., the firm's clients include more than half of the Fortune 100. * BOOK REVIEW: Corporate Turnaround - How Managers Turn Losers Into Winners! -------------------------------------------------------------- Author: Donald B. Bibeault Publisher: Beard Books Softcover: 424 pages List Price: $34.95 Corporate Turnaround offers, claims the author, a "four-pronged approach" to taking the "mystery out of turnaround management." One of the prongs -- Mr. Biebeault's personal experiences -- is complemented with another prong -- interviews with sixteen top turnaround specialists. Together, they bring forth the drama and the stakes of turnarounds. The other two prongs -- surveys of eighty-one corporate presidents and the author's exhaustive research (400 references in all, taken from books, periodicals, and scholarly writings) -- lend a great deal of substance and authority to the book's subject matter. This variety of material greatly enriches the book, which is perhaps more relevant today than it was in 1982 when it was first published. Identifying the underlying causes for failure can be a futile chicken-and-egg pursuit. "Businesses decline for both uncontrollable external reasons and for controllable internal reasons," says Mr. Bibeault. Nonetheless, Mr. Bibeault adds that "[i]n most cases . . . business problems are internally generated." As one of his sources explains, managing a company is like piloting a ship. "If the ship is in good condition and the captain is competent, it is almost impossible for it to be sunk by a wave or a succession of waves." A competent captain with a ship in good condition can even bring it through a storm. The manager of a company is different from the captain of a ship, however, in that the manager not only has to pilot the company, but is also responsible for its condition. The central challenge for a manager is to ensure that the company is structurally solid, operationally relevant, efficient, and adaptable to be able to weather any conditions the company might encounter. Even though, as Bibeault maintains, in practically all cases business problems are internally generated, this does not rule out having to heed external conditions. External economic, political, or market conditions expose and exacerbate a company's internal weaknesses. "Management is not always able to deal with outside forces, even when they can see them gathering." A manager can be effective, however, in "getting a company into a posture, both from a marketing and financial point of view, where it can resist normal business hazards and other more serious external challenges." In such circumstances, a turnaround may be a company's only hope for survival, and the abilities of a turnaround manager are required. Bibeault describes such managers as "the George Pattons of the business world." "They don't have a lot of friends, they're not social successes, they're just known as blood-and-guts guys," is the way one corporate executive puts it; a description repeated in different words by other experienced businesspersons Bibeault consulted. In Corporate Turnaround, Bibeault explores every facet of a turnaround. The causes of a company's decline are followed with a thorough consideration of the management basics in effecting a turnaround. The book also examines the attributes of the turnaround manager and offers specific pragmatic steps for getting on the path to recovery. Lastly, Corporate Turnaround offers an overall strategy. The book is not only informative about the crucial subject of corporate turnaround, but also a manual for managing one. Bibeault has worked on turnarounds of distressed companies for over 25 years in addition to holding top executive positions in a number of corporations. He also holds advisory or governing board positions with different universities and business groups. ********* 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 ***