/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100527.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 27, 2010, Vol. 14, No. 145 Headlines ABITIBIBOWATER INC: Wants Fairfax-Led Auction for Plan Funding ABITIBIBOWATER INC: Amends Securitization Program ABITIBIBOWATER INC: Sale of Brunswick Assets for C$6MM Approved ABITIBIBOWATER INC: Reports $500,000,000 Net Loss for 1st Quarter ADVANTA CORP: Wants to Have Until Sept. 6 to Propose Plan ADVOCATE FINANCIAL: Voluntary Chapter 11 Case Summary AEROBICS INC: Organizational Meeting to Form Panel on June 3 AEROTHRUST CORP: Court to Consider Further Cash Access Today AGS LLC: S&P Downgrades Corporate Credit Rating to 'B-' AMBAC FINANCIAL: Posts $690 Million Net Loss for March 31 Quarter AMBRILIA BIOPHARMA: Obtains Sept. 30 Extension of CCAA Stay Order AMERICAN HOSPITALITY: Asks for Court's Nod to Use Cash Collateral AMERICAN HOSPITALITY: Files Schedules of Assets & Liabilities AMERICAN INTERNATIONAL: Inks Share Purchase Pact With Prudential AMSCAN HOLDINGS: Posts $369,000 Net Loss for March 31 Quarter B-VV1 LLC: Files Schedules of Assets & Liabilities BARCALOUNGER CORP: Organizational Meeting to Form Panel on May 28 BERRY PLASTICS: Posts $3.8 Million Net Loss for April 3 Quarter BLACK GAMING: Court Sets Plan Confirmation Hearing for June 28 BOWNE & CO: Gets Shareholder Approval of Proposed Merger BRICOLAGE CAPITAL: Trustee Wins Access in Proskauer Probe CENTAUR LLC: S&P Withdraws 'D' Corporate Credit Rating CHRYSLER LLC: New Chrysler May Beat Earnings Forecast, Says Exec CHRYSLER LLC: New Chrysler Recalls 55,000 2010 Models CHRYSLER LLC: New Chrysler Sales for April Up 25% CHRYSLER LLC: New Chrysler Teams Up With Santander on Auto Loans CITY OF CENTRAL FALLS: Moody's Cuts Ratings on Debt to 'B3' COBALIS CORP: Submits Form of Order Signaling Bankruptcy Emergence COLTS RUN: Cash Collateral Hearing Continued Until June 24 COLTS RUN: Files Schedules of Assets and Liabilities COUNTRY OAKS: Case Summary & 20 Largest Unsecured Creditors DANA HOLDING: S&P Raises Corporate Credit Rating to 'B+' DOVEVIEW LLC: Asks for June 8 Deadline for Filing of Schedules EASTMAN KODAK: Shareholders Elect 14 Nominees for Directors EDUCATION MANAGEMENT: S&P Raises Corporate Credit Rating to 'BB-' EMPIRE RESORTS: Posts $2.2 Million Net Loss for March 31 Quarter ENRON CORP: ECRC Files 22nd Post-Confirmation Report ERICKSON RETIREMENT: New Owners Eye Expansion With Same Biz Model ERICKSON RETIREMENT: Wants to Modify Injunction on 2 Campus LLCs ERICKSON RETIREMENT: Wins Nod of Settlement With Sovereign Bank FORTUNE INDUSTRIES: Posts $28,000 Net Loss for March 31 Quarter FRANKLIN PACIFIC: Case Summary & 17 Largest Unsecured Creditors FRENCH BROAD: Cash Collateral Hearing Continued Until June 21 FRENCH BROAD: Three-Member Creditors Committee Formed FUNDAMENTAL PROVISIONS: Wants Plan Solicitation Period Extended GENTIVA HEALTH: Moody's Reviews 'Ba3' Corporate Family Rating GENTIVA HEALTH: S&P Changes Outlook to Stable; Keeps 'B+' Rating GOLD'S GYM: Files for Bankruptcy Protection Under Chapter 11 GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Notes GEORGE RODOLFO PAGLIARO: Files Schedules of Assets & Liabilities GEORGE RODOLFO PAGLIARO: Taps Vincent Renda as General Counsel GREENSHIFT CORP: Posts $2.9 Million Net Loss for March 31 Quarter GREGORIO ALVAREZ: Case Summary & 20 Largest Unsecured Creditors HACIENDA GARDENS: Case Summary & 19 Largest Unsecured Creditors HOTELS UNION: Taps Potter Anderson to Handle Reorganization Case HOTELS UNION: Union Square Dismissal Plea Hearing Tomorrow HOTELS UNION: Section 341(a) Meeting Scheduled for June 18 IMAX CORP: Amends Employment Contract With CFO Sparacio INDUSTRIAL ENTERPRISES: 2 Former Execs. Charged With $60MM Fraud JAIMELEE LAWLER: Case Summary & 13 Largest Unsecured Creditors KEITH BLACKMON: Case Summary & 12 Largest Unsecured Creditors LEHMAN BROTHERS: Judge Allows $5.2-Bil. Archstone Restructuring LYONDELL CHEMICAL: Has Deal Resolving ConocoPhillips' Claims LYONDELL CHEMICAL: Parent Reports $10,000,000 Income for Q1 LYONDELL CHEMICAL: Stipulation Allowing Broadpoint Transaction Fee MEDIACOM COMMUNICATIONS: Fitch Lifts Issuer Default Rating to 'B+' MPG OFFICE: Posts $25 Million Net Income for March 31 Quarter MONDRIAN TTL: Gets Court's Interim Nod to Use Cash Collateral MONDRIAN TTL: Taps Lewis and Roca as Bankruptcy Counsel MONDRIAN TTL: Wants Filing of Schedules Extended Until June 1 MXENERGY HOLDINGS: Posts $5.2 Million Net Income for March 31 Qtr NEW YORK CHOCOLATE: Wins Nod for $1.44-Mil. of DIP Financing NEW YORK STATE ELECTRIC: Moody's Puts Ba1 Preferred Stock Rating NEXCEN BRANDS: To Sell Assets to Global Franchise for $112 Million NEXCEN BRANDS: Posts $711,000 Net Loss for March 31 Quarter NII HOLDINGS: Moody's Reviews 'B1' Corporate Family Rating NORTH AMERICAN PETROLEUM: Petroflow Units File for Chapter 11 NOVASTAR FIN'L: Balance Sheet Upside-Down by $97.4MM at March 31 OCEAN PARK: Court Extends Filing of Schedules Until June 18 OCEAN PARK: Gets Interim OK to Use Nationwide's Cash Collateral PALCO LLC: Case Summary & 20 Largest Unsecured Creditors PETER MURRAY: Case Summary & 20 Largest Unsecured Creditors PREMIER GENERAL: Creditors Want Case Converted to Chapter 7 PREMIER GENERAL: Taps William B. Kingman as Bankruptcy Counsel PREMIER GENERAL: Files Schedules of Assets and Liabilities QUESTAR MARKET: S&P to Cut Ratings to BB+ Upon Spin-Off Completion RADIENT PHARMACEUTICALS: Posts $2.6 Million Net Loss in Q1 2010 REEL 'EM IN: Files for Chapter 11 Bankruptcy Protection REGAL ENTERTAINMENT: Stays $250 Million Sr. Notes Public Offering RIVIERA HOLDING: Posts $4.5 Million Net Loss for March 31 Quarter RODIN & COMPANY: Case Summary & 20 Largest Unsecured Creditors ROYCE BRISTER: Case Summary & 6 Largest Unsecured Creditors SAINT VINCENTS: Court Sets June 15 Bid Deadline for Staff House SAINT VINCENTS: Gets Final Nod for $78 Mil. of DIP Financing SAINT VINCENTS: Gets Nod for VNS-Led Sale Process for Hospice SAINT VINCENTS: Has Final Approval for Hospital Closure Plan SAINT VINCENTS: Proposes Contracts Rejection Protocol SAINT VINCENTS: Receives Final Approval to Access Cash Collateral SAINT VINCENTS: Schedules Deadline Extended Until June 14 SAINT VINCENTS: Wins Approval to Pay Patient Refunds & Expenses SAKS INCORPORATED: S&P Raises Corporate Credit Rating to 'B+' SAND HILL: Case Summary & 20 Largest Unsecured Creditors SPRINT NEXTEL: Shareholders Elect 10 to Board of Directors STANISLAW HOPPE: Case Summary & 20 Largest Unsecured Creditors STANLEY SIMMONS: Case Summary & Largest Unsecured Creditor STUART COHEN: Case Summary & 14 Largest Unsecured Creditors STYRON: S&P Assigns 'B+' Corp. Credit Rating; Outlook is Stable TAYLOR-WHARTON: Obtains Confirmation of Reorganization Plan TBR USA: Court Resolves Disputed Chapter 7 Trustee Election TENNECO INC: Moody's Raises Corporate Family Rating to 'B2' TENNECO INC: S&P Assigns 'BB-' Rating on Proposed $150 Mil. Loan TOUCHTON INDUSTRIES: Abal Auction Liquidates Equipment Assets TRANSUNION CORP: Moody's Assigns Corporate Family Rating at 'B1' TRIBUNE CO: Broadcasting Names Cruse as Duoply Manager TRIBUNE CO: D. Thomas Named EVP & GM for Tribune365 TRIBUNE CO: Don Meek Named EVP & Chief Revenue Officer TRONOX INC: Fremont Lumber Wants to File Late Claims TRONOX INC: LaGrange Plea to File Late Claims Rejected TRONOX INC: Wins Approval of Kress Creek Settlement TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010 UNITED REFINING: S&P Affirms Corporate Credit Rating at 'B' US AIRWAYS: CEO Doug Parker's Compensation Fell 31% in 2009 US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC' VERMILLION INC: Posts $11.5 Million Net Loss for March 31 Quarter VINTON OIL: Case Summary & 2 Largest Unsecured Creditors VISTEON CORP: Citadel Entities Disclose 0.8% Equity Stake VISTEON CORP: UBS AG Has 0.12% Equity Stake WASHINGTON MUTUAL: Shareholders Want to Examine JPMorgan Files WASHINGTON MUTUAL: Settles Homeowners Class Action Suit WEST VIEW: Files Reorganization Plan; Unsecureds to Recover 50% WESTERN REFINING: S&P Affirms Corporate Credit Rating at 'B' YRC WORLDWIDE: Board Appoints Seven Officers as Directors * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* ABITIBIBOWATER INC: Wants Fairfax-Led Auction for Plan Funding -------------------------------------------------------------- AbitibiBowater Inc. and its units intend to finance creditor distributions and business operations after emergence from bankruptcy through, among others, raising up to $500 million through the issuance of notes pursuant to a rights offering under their recently Chapter 11 Plan. To ensure that the Rights Offering raises the required funds, the Debtors entered into a commitment agreement with investors Fairfax Financial Holdings Limited, Avenue Capital Management and certain prepetition noteholders to backstop the Rights Offering. Essentially, the Backstop Investors will purchase any unsubscribed-for Notes on the effective date of the Plan. In exchange, the Debtors agreed to (i) pay the Backstop Investors a commitment fee; (ii) reimburse certain expenses incurred by the Backstop Investors and their professionals; and (iii) indemnify the Backstop Investors. To make certain that the terms of the Backstop Commitment and the Notes to be issued under the Plan pursuant to the Rights Offering are the most favorable terms available, the Debtors specifically negotiated for the ability to conduct a public auction process by which they will market test the Issuance Terms. Accordingly, by this motion, the Debtors ask Judge Carey to: (a) approve proposed uniform bid procedures with respect to the auction process for the Issuance Terms, including the payment of a termination payment, if due, pursuant to the Commitment Agreement; (b) approve a release by the Debtors and Official Committee of Unsecured Creditors of certain claims in connection with certain Convertible Notes; and (c) upon the conclusion of the auction process, authorize the Debtors to enter into the Commitment Agreement with the Backstop Investors or, in the event that another party submits a more favorable bid, that winning investor, and make all related payments. In exchange for the ability to conduct the auction process and in consideration for the Backstop Investors' willingness to serve as the "stalking horse" bidder, the Debtors have agreed to make a payment to the Backstop Investors if the Commitment Agreement terminates because the Debtors obtain superior Issuance Terms to those set forth in the Commitment Agreement. Other Terms of Backstop Commitment The other key terms of the Backstop Commitment as set forth in the Commitment Agreement are: Size of Rights Offering $500 million in unsecured convertible and Exercise Price: notes, at a purchase price of $1 per note Duration: The Outside Date will occur on the later of (i) October 15, 2010, or (ii) the date that is the earlier to occur of (x) December 31, 2010, and (y) the latest date on which any of the Debtors' commitments for exit financing facilities are set to expire. Aggregate Commitment Backstop Payment equal to the greater Payments: of $15 million and 6% of the total size of the Rights Offering A full-text copy of the Backstop Commitment Agreement by Fairfax, et al., is available for free at: http://bankrupt.com/misc/ABH_BackstopCommitmentAgreement.pdf Notes Term Sheet The Commitment Agreement also sets forth the principal terms of the Notes to be issued under the Plan in a term sheet. The parties contemplate that the Debtors will issue Notes on these terms: Issuer: AbitibiBowater Inc. Issue Amount: New notes to be issued in an amount not to exceed the lesser of: (i) US$500 million; and (ii) the sum of (x) US$325 million, and (y) US$1,400 million less the sum of Available Cash as of the effective date. The Amount is subject to further reduction by the amount of Liquidity of the Company at the Effective Date in excess of $600 million. Coupon: 10% payable semi-annually in arrears on the date that is six months after the Closing Date Upfront Payment: The Company will pay to each Eligible Holder that subscribes to Rights to purchase New Notes an amount equal to 4% of the aggregate principal amount of such New Notes on the Effective Date Maturity Date: 7 years Guarantees: The New Notes will be guaranteed by the wholly owned U.S. subsidiaries of the Company The final terms of the Notes will be determined though the auction process. A full-text copy of the New Notes Term Sheet is available for free at http://bankrupt.com/misc/ABH_NewNotesTermSheet.pdf Bid Procedures The Debtors propose these uniform procedures to govern the auction regarding the Issuance Terms: * Due Diligence. A Potential Investor who executes an acceptable confidentiality agreement may conduct due diligence from the date an order is entered approving the Bid Procedures and the Termination Payment until the Bid Deadline. * Bid Deadline. June 18, 2010, 5:00 p.m. Eastern Time * Qualified Bid Requirements. A Qualified Bid must: -- be in writing; -- be accompanied by a clean and a duly executed Commitment Agreement, along with all exhibits; -- include a mark-up of the Commitment Agreement that reflects all amendments and modifications with respect to both the terms of the Backstop Commitment and the Notes Term Sheet; -- specifically identify modifications or alterations to the terms of the Plan, if any, contemplated or necessitated by the terms or structure of the bid; -- not be conditioned on any contingency; and -- must remain irrevocable until 72 hours after the Auction. In addition, each Potential Investor must: -- provide sufficient and adequate information to demonstrate that such Potential Investor has the financial wherewithal and ability to provide the Backstop Commitment; -- provide sufficient and adequate information to demonstrate that such Potential Investor is duly authorized by any applicable boards or other type of internal governance to submit, execute and provide the Backstop Commitment; and -- not be entitled to any break-up fee, transaction fee, Termination Payment, expense reimbursement or any similar type of payment or reimbursement. * Auction. June 21, 2010 at 10:00 a.m. Eastern Time * Auction Procedures. Only Qualified Bidders and their duly-authorized representatives, the Company, and its respective advisors, and the advisors to the Creditors Committee and the Monitor are permitted to attend the Auction. Bidding at the Auction will begin at the Starting Bid, to be determined before the Auction date. The Backstop Investors will receive a credit equal to the amount of the Termination Payment when bidding at the Auction. The Auction may include individual negotiations. * Hearing. A hearing to consider approval of the Successful Bid will take place in the Bankruptcy Court on June 22, 2010, at 11:00 a.m. Eastern Time. Bid Protections To compensate the Backstop Investors for the risks and costs associated with serving as a stalking horse, the Debtors have agreed to provide the Backstop Investors with certain bid protections, including a Termination Payment and Transaction Expenses. If the Commitment Agreement terminates before it is approved by the Bankruptcy Court as when the Debtors select a different investor or group of investors at the auction, the Debtors will pay the Backstop Investors a Termination Payment equal to the lesser of (i) $15 million, or (ii) 5% of the capital raised by any alternate transaction, but in any event no less than $7.5 million. The Backstop Investors may also become entitled to a Termination Payment after the Court authorizes the Debtors to enter into the Commitment Agreement with the Backstop Investors. In this case, the Termination Payment is intended to compensate the Backstop Investors for the funds they have reserved and committed under the Commitment Agreement, and the commensurate benefit to the Debtors' estates of their commitment to reserve those funds: -- If the Termination Payment becomes payable on or before October 15, 2010, the amount of the Termination Payment will be $15 million. -- If the Termination Payment becomes payable after October 15, 2010, the amount of the Termination Payment increases to the greater of (i) $15 million, and (ii) 6% of the size of the Rights Offering as of October 15, 2010. Upon Bankruptcy Court approval of the Commitment Agreement, the Debtors also agree to indemnify the Backstop Investors against any and all losses, claims, damages, liabilities and expenses to which any of the Backstop Investors may become subject in connection with or arising out of the proposed transaction. Notice of Auction To ensure a rigorous auction process in which all potentially interested investors have the opportunity to participate, the Debtors propose to provide notice of the order approving the Bid Procedures by mail to the counsel to the Creditors Committee; the Office of the United States Trustee; counsel to the agents for the Debtors' prepetition secured bank facilities; counsel to the agent for the DIP Lenders; counsel to the agent for the Debtors' securitization facility; the Monitor appointed in the Canadian Proceeding; those parties entitled to notice pursuant to Bankruptcy Rule 2002, in accordance with Local Rule 2002-1 (b); and all parties that have contacted the Debtors or their advisors in connection with participating in the Rights Offering or providing any other form of exit financing. Fairfax Release Finally, in connection with Fairfax's commitment to participate as a Backstop Investor and provide substantial new capital to the Company through the Commitment Agreement, the Debtors and the Creditors Committee have resolved an outstanding dispute with Fairfax. Specifically, the Creditors Committee previously alleged that the Debtors' estates may have potential avoidance action claims with respect to certain Convertible Notes issued prepetition to Fairfax. To induce Fairfax to participate in the Commitment Agreement as a Backstop Investor, the Creditors Committee and the Debtors have now agreed, upon the occurrence of certain Release Conditions, to release and discharge any and all liabilities the Debtors or the Creditors Committee may have against Fairfax related to Bowater's guaranty of the Convertible Notes. Hearing Request The Debtors ask Judge Carey to consider the Bid Procedures and potential Termination Payment at the omnibus hearing scheduled for June 11, 2010. They also seek that the objection deadline be set for June 7, 2010. 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: Amends Securitization Program ------------------------------------------------- AbitibiBowater Inc. and its units aver that their Securitization Program, which is essentially a guaranteed receivables purchase facility, is important to ensure that they have adequate liquidity to conduct their business in the ordinary course. To this end, the Debtors amended and restated their prepetition Securitization Program soon after filing for bankruptcy. Among others, the 2009 Amendments (i) extended the maturity date of the Securitization Program to June 2010; and (ii) provided the Debtors with the option to further extend the maturity date through two additional three-month extensions. Exercising each Extension would cost the estates a 1% extension fee and result in a higher rate of interest payable for the duration of the Extension. The Debtors now tell Judge Carey that they have negotiated a further amendment of the Securitization Program to take advantage of improving market conditions. The Debtors ask Judge Carey to approve the amendment. As a result of good faith, arm's-length negotiations, the Debtors; Citibank, N.A., as agent; Citigroup Global Markets Inc. and Barclays Capital Inc., as arrangers; the banks party to the Program; and their advisors agree to these key terms for the 2010 Amendments: Maturity Date: Extended for an additional 364 days from the date of the order approving the 2010 Amendments becomes effective. Fifteen Month Extension and Eighteen Month Extension provisions deleted. Commitment: Purchase Limit reduced from $270 million to $180 million in the aggregate. Interest Expense: Interest cost reduced from LIBOR + 750 basis points (with a 3% LIBOR floor) to LIBOR + 400 basis points (with a 2% LIBOR floor). Unused Commitment Fee: Unused commitment fee reduced from to 1.5% to 75 basis points. Financial Covenants: Adding covenant levels for the fiscal quarters ending after September 30, 2010, i.e., for the new duration of the Securitization Program. The modifications set forth are documented by amendments to three of the agreements through which the Securitization Program is memorialized: the Receivables Purchase Agreement; the Guaranty and Undertaking Agreement; and the Purchase and Contribution Agreement. In exchange for the modifications, ACI Funding, a non-debtor affiliate of AbitibiBowater Inc., has agreed to pay certain fees to the Agent, the Arrangers and the Banks in the aggregate amount of $3.8 million. Out of an abundance of caution, the Debtors ask Judge Carey to authorize ACSC to cause ACI Funding to pay the fees. Other than with respect to certain economic terms and the maturity date, the 2010 Amendments do not modify the Securitization Program as previously approved by the Bankruptcy Court. A full-text copy of the 2010 Amendments is available for free at: http://bankrupt.com/misc/ABH_2010Amndmnt_SecFaclity.pdf The Debtors estimate that the 2010 Amendments will result in cash savings of approximately $4 million before October 2010, even taking into account the payment of the Amendment Fees. 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: Sale of Brunswick Assets for C$6MM Approved --------------------------------------------------------------- AbitibiBowater Inc. and its units sought authority from the U.S. Bankruptcy Court to sell certain dam and pipeline assets located in New Brunswick, Canada, through a purchase and sale agreement between Bowater Maritimes Inc., as vendor, to Regional Development Corporation, acting on behalf of the province of New Brunswick for C$6 million. The dam and pipeline infrastructure, once used for the Dalhousie mill operations, supply water to the Town of Dalhousie, New Brunswick. The Dam, a 100-foot cement structure, is located on the Charlo River close to the Dalhousie Mill. The Pipeline, a 10-mile long structure and three-feet in diameter, brings the water from the Dam to the Dalhousie Mill. It also supplies water to the Town of Dalhousie for its municipal needs. Originally made from wood, the Pipeline was replaced with a high density polyethylene pipe in 1982. The Dam was rebuilt in 1995 and 1996 to comply with Canadian Dam Safety Guidelines, as noted in a declaration filed by Luc LaChapelle, vice-president of Business Support for AbitibiBowater, Inc. AbitibiBowater permanently closed the Dalhousie Mill in 2008. Since the mill closure, no industrial demand exists for the Dam and Pipeline. Notwithstanding the Dam's limited utility as a source of power, the Government is refurbishing a nearby nuclear power facility and intends to rely on the Dam for supplemental water to supply a thermal power station, also located in the area, while the nuclear plant is off-line during the renovation process. In addition, the Dam and Pipeline remain critical as the Town of Dalhousie's water supply, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, noted. After the closing and selling the Dalhousie Mill, the Debtors had no further need for the Dam and Pipeline for their operations. The Debtors point out that if they stop operating the Dam, they would have to remove the Dam and remediate the Charlo River, which is a salmon river, under federal and provincial regulations. The cost of removing the Dam would be material. The Government is therefore the only realistic buyer for these assets, Mr. Greecher maintained, given its interest in securing the water supply it needs for the region. Accordingly, the Debtors determined to enter into the PSA with the RDC. The Assets to be sold consist of all those pieces and parcels of land together with their appurtenances and any improvements situated with respect to the dam and pipeline assets in New Brunswick. Parties Object Representing the RDC, Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, noted that an agreement in principal exists between RDC and the Debtors regarding certain of the Debtors' property that is not being sold or otherwise transferred to AIM under the PSA. That property is referred to as the Non-PSA Assets. Under the Agreement, the RDC intends to purchase, and the Debtors intend to sell, the Non-PSA Assets, Mr. Remming said. The RDC believes the PSA may incorrectly define the term 'Excluded Assets.' The PSA's definition of Excluded Assets may be susceptible to an interpretation that would result in the Non- PSA Assets being erroneously excluded from the Excluded Assets," Mr. Remming pointed out. The RDC thus reserves any and all rights it maintains with respect to the Non-PSA Assets, including, without limitation, its ability to challenge the Debtors' ability to sell or otherwise transfer the Non-PSA Assets to AIM or any other individual or entity. The Debtors also noted that they received informal comments from Wachovia Bank N.A, regarding the Brunswick Asset Sale Motion. To resolve the Wachovia's concerns, the Parties modified the Proposed Order to provide that "the net cash consideration received by the Debtors in connection with the disposition of the Property constitutes proceeds of the Canadian Prepetition Collateral, and will be subject to the Canadian Replacement Liens and Canadian DIP Liens, as each term is defined in the Final DIP Order." The Debtors will direct that the Proceeds be maintained in trust with Ernst & Young Inc., in its capacity as Monitor. * * * Judge Carey approves the sale of the Brunswick Assets to the RDC. All objections and responses concerning the Sale Motion are resolved. Any objection or response that was not otherwise withdrawn, waived or settled are overruled and denied, Judge Carey rules. 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: Reports $500,000,000 Net Loss for 1st Quarter ----------------------------------------------------------------- AbitibiBowater, Inc., reported to the U.S. Securities and Exchange Commission on May 20, 2010, financial results for the quarter period ended March 2010. Prior to the filing, the Company noted that it was unable to report its quarter results timely "due to a potential discrepancy with certain reported sales information in one of its reporting segments and related notes." AbitibiBowater Senior Vice President, Finance and Chief Accounting Officer Joseph B. Johnson related that the newsprint industry experienced a slight decrease in North American demand in the first quarter of 2010. However, the newsprint market was much improved compared to the first quarter of 2009 when North American demand declined 32.2%. The coated mechanical papers industry in North America also improved in the first quarter of 2010. The specialty papers industry experienced a slight increase in the first quarter of 2010 in North American demand, particularly for super-calendered high gloss papers. Global shipments of market pulp increased during the first quarter of 2010, despite a significant decline in China, which was partially offset by increases in North America and Western Europe. The Company's wood products segment benefited from a significant increase in pricing in the first quarter of 2010, according to Mr. Johnson. The Company's sales decreased $13 million, or 1.2%, from $1.113 billion in the first quarter of 2009 to $1.00 billion in the first quarter of 2010. The decrease was primarily due to significantly lower transaction prices in paper grades, as pricing in these grades experienced a precipitous decline in 2009. The sales impact of lower transaction prices was partially offset by higher shipments for all of AbitibiBowater's product lines, particularly newsprint, market pulp and wood products as markets began improving in recent quarters, as well as significantly higher transaction prices for market pulp and wood products. Operating loss increased $86 million from $24 million in the first quarter of 2009 to $110 million in the first quarter of 2010. Manufacturing costs increased $93 million in the first quarter of 2010 compared to the first quarter of 2009, primarily due to a significantly unfavorable currency exchange, the alternative fuel mixture tax credits of $33 million in the first quarter of 2009, higher volumes and higher costs for maintenance. The higher costs were partially offset by lower costs for wood and fiber at $13 million, energy at $22 million, fuel at $7 million, chemicals at $13 million, labor and benefits at $18 million, depreciation at $34 million and other favorable cost variances. Distribution costs at AbitibiBowater increased $22 million in the first quarter of 2010 compared to the first quarter of 2009, due to significantly higher shipment volumes and higher distribution costs per ton. Selling and administrative costs decreased $60 million in the first quarter of 2010 compared to the first quarter of 2009, primarily due to continued cost reduction initiatives and the reversal of a $17 million bonus accrual in the first quarter of 2010, as well as costs related to our unsuccessful refinancing efforts during the first quarter of 2009. In the first quarter of 2010, AbitibiBowater recorded $30 million in closure costs, impairment and other related charges, which are not associated with our work towards a comprehensive restructuring plan. The Company realized $9 million in net gains on disposition of assets in the first quarter of 2010 compared to $52 million in the same period of 2009. According to Mr. Johnson, further non-profitable capacity curtailments for 2010 may become necessary if newsprint demand declines or if global conditions worsen for any of our product lines. For the Company's wood products business segment, it is expected that the 2010 operating rate to continue at extremely low levels and we will continue to take curtailment and other actions to minimize the financial impact as a result of the economic conditions. Mr. Johnson pointed out that markets began to improve in the fourth quarter of 2009, which continued into the first quarter of 2010 in most of paper and pulp grades, as well as in the lumber market with better than expected lumber pricing. Accordingly, AbitibiBowater announced price increases in these paper and pulp grades: * North American newsprint price increases of $35 per metric ton in each of September and October 2009 and $25 per metric ton in each of March, April, May and June 2010; * Coated mechanical price increases of $30 per short ton effective immediately on all new orders and shipments and for all shipments on or after May 1, 2010, and an additional $60 per short ton effective June 1, 2010; * Specialty grade price increases of $30 per short ton effective immediately on all new orders and shipments and for all shipments on or after May 1, 2010, and an additional $60 per short ton effective June 1, 2010; and * Pulp price increases of $30 to $50 per metric ton effective March 1, 2010, an additional $50 per metric ton effective April 1, 2010 and an additional $20 to $50 per metric ton, depending on the grade, effective May 1, 2010. As of March 31, 2010, AbitibiBowater employed approximately 11,900 people, of whom approximately 8,800 were represented by bargaining units. The Company's unionized employees are represented predominantly by the Communications, Energy and Paperworkers Union in Canada and predominantly by the United Steelworkers International in the U.S. Legal Proceedings On February 2, 2010, Bridgewater Paper Company Limited, a subsidiary of AbitibiBowater Inc filed for administration in the United Kingdom pursuant to the United Kingdom Insolvency Act 1986, as amended. BPCL's board of directors appointed Ernst & Young LLP as joint administrators for the BPCL Administration, whose responsibilities are to manage the affairs, business and assets of BPCL. On March 31, 2010, Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior Court Commercial Division for the District of Montreal in Quebec, Montreal, Canada, dismissed a motion for declaratory judgment brought by the province of Newfoundland and Labrador, awarding costs in AbitibiBowater's favor, and thus confirmed the Company's position that the five orders the province issued under Section 99 of its Environmental Protection Act on November 12, 2009, are subject to the stay of proceedings pursuant to the Creditor Protection Proceedings. The province of Newfoundland and Labrador's orders could have required the Company to proceed immediately with the environmental remediation of various sites that it formerly owned or operated, some of which the province expropriated in December 2008 with the Abitibi-Consolidated Rights and Assets Act, S.N.L. 2008, c.A- 1.01. AbitibiBowater is involved in various legal proceedings relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims and other matters. The Company periodically reviews the status of these proceedings with both inside and outside counsel. "Although the final outcome of any of these matters is subject to many variables and cannot be predicted with any degree of certainty, we establish reserves for a matter including legal costs expected to be incurred when we believe an adverse outcome is probable and the amount can be reasonably estimated," Mr. Johnson noted. "We believe that the ultimate disposition of these matters will not have a material adverse effect on our financial condition, but it could have a material adverse effect on our results of operations in any given quarter or year," Mr. Johnson added. All litigation against the Debtors that arose or may arise out of prepetition conduct or acts is subject to the automatic stay provisions of Chapter 11 and the CCAA. Any recovery by the plaintiffs in the legal matters will be treated consistent with all other general unsecured claims in the Creditor Protection Proceedings. As of April 30, 2010, there were 54,703,307 shares of AbitibiBowater Inc. common stock outstanding. A full-text copy of AbitibiBowater's 2010 First Quarter Results is available on Form 10Q at http://ResearchArchives.com/t/s?6304 ABITIBOWATER, INC. Unaudited Consolidated Balance Sheet As of March 31, 2010 ASSETS Current Assets: Cash and cash equivalents $750,000,000 Accounts receivable, net 767,000,000 Inventories, net 595,000,000 Assets held for sale 40,000,000 Other current assets 124,000,000 ---------------- Total Current Assets 2,276,000,000 Fixed assets, net 3,670,000,000 Goodwill 53,000,000 Amortization intangible assets, net 476,000,000 Other assets 535,000,000 ---------------- Total Assets $7,010,000,000 ================ LIABILITIES AND DEFICIT Liabilities not subject to compromise: Current Liabilities: Accounts payable and accrued liabilities $508,000,000 Debtor-in-possession financing 206,000,000 Secured borrowings 120,000,000 Short-term bank debt 683,000,000 Current portion of long-term debt 300,000,000 Liabilities associated with assets held for sale 35,000,000 ---------------- Total Current Liabilities 1,852,000,000 Long-term debt, net of current portion 283,000,000 Pension & other postretirement projected benefit obligations 68,000,000 Other long-term benefits 78,000,000 Deferred income taxes 114,000,000 ---------------- Total Liabilities Not Subject to Compromise 2,395,000,000 Liabilities Subject to Compromise 7,093,000,000 ---------------- Total Liabilities 9,488,000,000 Commitments and Contingencies Deficit: AbitibiBowater, Inc. shareholders' deficit: Common stock, $1 par value, 54.7 shares outstanding as of March 31, 2010 55,000,000 Exchangeable shares at no par value, 3.0 shares outstanding as of March 31, 2010 173,000,000 Additional paid-in capital 2,524,000,000 Deficit (4,891,000,000) Accumulated other comprehensive loss (456,000,000) ---------------- Total AbitibiBowater Inc. shareholders' deficit (2,595,000,000) Non-controlling interests 117,000,000 ---------------- Total Deficit (2,478,000,000) ---------------- Total Liabilities and Deficit $7,010,000,000 ================ ABITIBIBOWATER, INC. Unaudited Consolidated Statements of Operations Three Months Ended March 31, 2010 Sales $1,100,000,000 Cost and expenses: Cost of sales 915,000,000 Depreciation, amortization and cost of timber 132,000,000 Distribution costs 137,000,000 Selling and admin. expenses 30,000,000 Closure costs, impairment & other charges 5,000,000 Net gain on disposition of assets (9,000,000) ---------------- Operating loss (110,000,000) Interest expense (189,000,000) Other expense, net (3,000,000) ---------------- Loss before reorganization items & income taxes (302,000,000) Reorganization items, net (205,000,000) ---------------- Loss before income taxes (507,000,000) Income tax benefit 1,000,000 ---------------- Net loss including non-controlling interests (506,000,000) Net loss (income) attributable to non-controlling interests 6,000,000 ---------------- Net loss attributable to AbitibiBowater Inc. ($500,000,000) ================ ABITIBIBOWATER, INC. Unaudited Consolidated Statements of Cash Flow Three Months Ended March 31, 2010 Cash Flows from Operating Activities: Net loss including non-controlling interests ($506,000,000) Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities: Share-based compensation 2,000,000 Depreciation, amortization and cost of timber 132,000,000 Closure costs, impairment and other charges 5,000,000 Deferred income taxes 2,000,000 Net pension expense (contributions) 1,000,000 Net gain on disposition of assets (9,000,000) Amortization of debt discount (premium), net 5,000,000 Loss (gain) on translation of foreign currency debt 18,000,000 Non-cash reorganization items, net 186,000,000 Changes in working capital: Accounts receivable 5,000,000 Inventories (38,000,000) Other current assets 16,000,000 Accounts payable & accrued liabilities 213,000,000 Other, net (5,000,000) ---------------- Net cash (used in) provided by operating activities 27,000,000 Cash Flows from Investing Activities: Cash invested in fixed assets (11,000,000) Dispositions of assets 24,000,000 Increase in restricted cash (25,000,000) Decrease in deposit requirements for L/C, net - ---------------- Net cash provided by (used in) investing activities (12,000,000) Cash Flows from Financing Activities: Decrease in secured borrowings, net (21,000,000) Cash dividends, including non-controlling interest - Short-term financing, net - Payments of long-term debt - Payments of financing & bank credit facility fees - ---------------- Net cash provided by (used in) financing activities (21,000,000) ---------------- Net decrease in cash & cash equivalents (6,000,000) Cash & cash equivalents: Beginning of period 756,000,000 ---------------- End of period $750,000,000 ================ 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). ADVANTA CORP: Wants to Have Until Sept. 6 to Propose Plan --------------------------------------------------------- Advanta Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances for a Chapter 11 plan until September 6, 2010, and November 3, 2010, respectively. Absent the extension, the Debtors' plan and solicitation periods will expire on June 7 and August 5. The Debtors need additional time to work with the Committee to formulate a consensual Chapter 11 Plan. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. In June 2009, the Federal Deposit Insurance Corporation placed significant restrictions on the activities and operations of Advanta Bank Corp., a wholly owned subsidiary of the Company, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank Corp. The petition says that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of Sept. 30, 2009. ADVOCATE FINANCIAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Advocate Financial, L.L.C. 1319 St Charles Avenue New Orleans, LA 70130 Bankruptcy Case No.: 10-10767 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Middle District of Louisiana (Baton Rouge) Debtor's Counsel: Dennis M. LaBorde, Esq. 1100 Poydras Street, Suite 2200 New Orleans, LA 70163 Tel: (504) 569-2900 Fax: (504) 269-2099 E-mail: laborde@bhbmlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Martine Rossillon, manager. AEROBICS INC: Organizational Meeting to Form Panel on June 3 ------------------------------------------------------------ Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on June 3, 2010, at 10:00 a.m. in the bankruptcy case of Aerobics, Inc. The meeting will be held at United States Trustee's Office, One Newark Center, 21st Floor, Room 2106, Newark, NJ 07102. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. West Caldwell, New Jersey-based Aerobics, Inc., filed for Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. D. N.J. Case No. 10-24769). Stephen Ravin, Esq., at Forman Holt Eliades & Ravin, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. AEROTHRUST CORP: Court to Consider Further Cash Access Today ------------------------------------------------------------ The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware will consider at a hearing, today, May 27, 2010, at 11:30 a.m., AeroThrust Corporation and AeroThrust Engine Leasing Holding Company, LLC's request for further access to the cash collateral of senior secured parties. Objections, were due on May 25. The hearing will be held at 824 Market Street, 56th Floor, Wilmington, Delaware. The Debtors would use the money to fund their Chapter 11 case, pay suppliers and other parties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the senior secured parties senior priority adequate protection liens, adequate protection payments and current payment accrued and unpaid prepetition and postpetition interest at the applicable contract rate and reimbursable fees and expenses. In addition to the adequate protection payments, the senior secured parties will receive a cash payment $250,000. Miami, Florida-based AeroThrust Corporation provides engine repair, maintenance and overhaul of the CFM56 and JT8D engines. The Company filed for Chapter 11 bankruptcy protection on December 27, 2009 (Bankr. D. Del. Case No. 09-14541). Its affiliate, AeroThrust Engine Leasing Holding Company, LLC, also filed a Chapter 11 bankruptcy petition. Thomas F. Driscoll, III, Esq., at Bifferato LLC, assists the Debtors in their restructuring efforts. AeroThrust Corporation listed $50,000,001 to $100,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. AGS LLC: S&P Downgrades Corporate Credit Rating to 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Simpsonville, S.C.-based AGS LLC. S&P lowered the corporate credit rating to 'B-' from 'B'. The ratings were removed from CreditWatch, where they were placed with negative implications on Dec. 23, 2009. The rating outlook is negative. In addition, S&P lowered the issue-level ratings on the company's senior secured credit facilities to 'B-' (at the same level as the 'B-' corporate credit rating on the company). The recovery rating on these loans remains at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of payment default. "The downgrade reflects AGS's inability to grow cash flows, or repay debt, in a manner sufficient to remain in compliance with financial covenants under its credit facilities," noted Standard & Poor's credit analyst Melissa Long. The company's sponsors funded an equity cure payment in the first quarter of 2010, which allowed AGS to remain in compliance with its total leverage covenant as it tightened 0.25x to 3.50x. The reliance on equity cure provisions -- rather than on operating performance -- to maintain compliance with covenants is not consistent with the previous rating. Furthermore, S&P remains concerned with AGS's ability to meet financial covenants later this year given S&P's performance expectations. The downgrade also takes into account the increased volatility in the company's operating performance given greater-than-historical reliance on equipment sales and S&P's expectation that lower equipment sales in 2010 will hurt operating performance. Following double-digit revenue and EBITDA growth in 2009, primarily due to equipment sales revenue, AGS experienced double- digit revenue and EBITDA declines in the first quarter, primarily due to weaker equipment sales. The 'B-' rating reflects the existence of formidable competitors like International Game Technology and Bally Technologies with much broader product offerings, AGS's dependence on Oklahoma for a substantial portion of its revenues, its concentrated customer base, and its inability to remain in compliance with covenants absent equity cures. Somewhat tempering these factors are the company's good position in the Oklahoma gaming market and relatively good EBITDA margin. AGS is backed by Alpine Investors, a private-equity sponsor. AMBAC FINANCIAL: Posts $690 Million Net Loss for March 31 Quarter ----------------------------------------------------------------- Ambac Financial Group Inc. filed its quarterly report on Form 10- Q, reporting a net loss of $690.0 million on $499.1 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $392.2 million on $1.1 billion of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, revealed $35.8 billion in total assets and $37.2 billion total liabilities, for a total stockholders' deficit of $1.4 billion. Ambac said it has insufficient capital to finance its debt service and operating expense requirements beyond the second quarter of 2011 and may need to seek bankruptcy protection. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6351 About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. The Company's balance sheet as of December 31, 2009, showed $18.886 billion in assets and $20.520 billion in debts, resulting in a stockholders' deficit of $1.634 billion. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the significant deterioration of the guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted that of the Company's limited liquidity. AMBRILIA BIOPHARMA: Obtains Sept. 30 Extension of CCAA Stay Order ----------------------------------------------------------------- Ambrilia Biopharma Inc. obtained a fifth order from the Superior Court of Quebec extending in its effect the initial order issued by the Court on July 31, 2009, covering Ambrilia and Cellpep Pharma Inc., its subsidiary, until September 30, 2010, the whole pursuant to the Companies' Creditors Arrangement Act. The purpose of this extension is to provide Ambrilia with an opportunity to develop and file a plan of arrangement for consideration by its creditors and to complete its restructuring process. Ambrilia also announced that the Court approved an amendment to the proposed transaction announced on April 7, 2010, and approved by the Court on April 14, 2010, whereby Ambrilia and Cellpep would receive additional non-dilutive financing through the disposition of a limited partnership interest, which could have resulted in them realizing a gain, before expenses, of approximately $4M. Under the terms of the amendment, Ambrilia and Cellpep could realize a gain of approximately $2 million from the initial phase of the transaction, with the possibility of realization of an additional gain of approximately $2 million on the closing of the transaction, subject to the exercise of an option by a third party. The above amounts are before expenses to be incurred in connection with the transaction. There is no assurance that such transaction will be completed. Ambrilia also is providing today its bi-weekly Default Status Report under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. On May 12, 2010, Ambrilia announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the first quarter ended on March 31, 2010, will be delayed beyond the filing deadline of May 15, 2010. On April 1, 2010, Ambrilia had announced that the filing of its 2009 audited financial statements, annual management's discussion and analysis, related CEO and CFO certifications and its annual information form, was being delayed beyond the filing deadline thereof. On November 16, 2009, Ambrilia had previously announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the third quarter ended on September 30, 2009, was being delayed beyond the filing deadline thereof. On August 11, 2009, Ambrilia had previously announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the second quarter ended on June 30, 2009, was being delayed beyond the filing deadline thereof. Other than the information set out above, Ambrilia reports that, since its most recent default announcement on May 12, 2010, there have not been any material changes to the information contained therein, or any failure by Ambrilia to fulfill its intentions with respect to satisfying the provisions of the alternative information guidelines, and there have been no additional defaults subsequent to such announcement. Further, there has been no additional material information concerning Ambrilia and its affairs since its last bi-weekly Default Status Report dated May 12, 2010, that has not been disclosed. Ambrilia intends to file, if required, its next Default Status Report by June 9, 2010. Ambrilia has been operating under the protection of the CCAA since July 31, 2009. Any recovery for creditors and other stakeholders, including shareholders, is uncertain and is highly dependent upon a number of factors, including the outcome of Ambrilia proceedings under the CCAA. About Ambrilia Biopharma Ambrilia Biopharma Inc. is a biotechnology company focused on the discovery and development of novel treatments for viral diseases and cancer. The Company's strategy aims to capitalize on its broad portfolio and original expertise in virology. Ambrilia's product portfolio is comprised of oncology and antiviral assets, including two new formulations of existing peptides for cancer treatment, a targeted delivery technology for cancer, an HIV protease inhibitor program as well as HIV integrase and entry inhibitors, Hepatitis C virus inhibitors and anti-Influenza A compounds. Ambrilia's head office is located in Montreal. The Company is currently subject to court protection under the CCAA. AMERICAN HOSPITALITY: Asks for Court's Nod to Use Cash Collateral ----------------------------------------------------------------- American Hospitality Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to use the cash collateral securing their obligation to their prepetition lenders. These creditors assert a perfected security interest in cash collateral: -- HSBC Bank USA, N.A.; -- Royal Bank of Canada; -- First Niagara Bank; and -- Faton, Inc. d/b/a Business Financial Services. Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, Mattrey & Marshall, LLP, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/AMERICAN_HOSPITALITY_budget.pdf In exchange for using the cash collateral, the Debtors propose to grant the prepetition lenders: -- replacement liens to the same extent and in the same priority as existed prior to the Petition Date; and -- these periodic cash payments commencing June 2010: * HSBC Bank USA, N.A. -- $2,388 (Principal and interest monthly payment based on the principal balance of $238,682 amortized over a 10 year period at the contract interest rate of 3.75%); * Royal Bank of Canada -- $41,700 (Principal and interest monthly payment based on the principal balance of $6,250,000 amortized over the contract period of 30 years at the contract interest rate of 6.67%, plus an additional amount of $1,500 towards additional charges); * First Niagara Bank -- $1,009 (Principal and interest monthly payment based on the principal balance of $114,068 amortized over a 15 year period at the contract interest rate of 6.75%); and * Business Financial Services -- $1,456 (Arrived at by taking an arbitrary annual interest of 6% on the principal amount of the claim of $291,221 divided by 12 months) HSBC Bank has objected to the Debtor's proposed monthly payments of $2,388 and proposed payment term of 10 years for payment of HSBC's debt. The Debtor is obligated to pay HSBC a greater amount per month and the maturity date for repayment of its debt is December 2010. HSBC also asks the Court to deny the motion of Royal Bank of Canada to allow Michael K. Sawicki (the Receiver) to retain possession of property of the bankruptcy estate. Mr. Sawicki was appointed receiver of the Debtor's principal asset, the Holiday Inn-franchised hotel located on Grand Island, New York on or about March 19, 2010, pursuant to an Order of the New York State Supreme Court, Erie County, made in connection with an action to foreclose a mortgage on that property. The Receiver says that if the Debtor is to receive the right to use cash collateral, and is to be placed in possession of the cash currently possessed by the receiver, it is submitted that as a condition of the granting of the right to use cash collateral the sum of $50,000 should be segregated and placed in escrow as security for the payment of the fees which may be due and awarded to the Receiver and GINY by the Supreme Court for their services. The Receiver then requests that the Court not approve the Debtor's use of cash collateral unless the sum of $50,000 is first segregated and placed in escrow as security for the payment of the fees which may be due and awarded to the Receiver and GINY by the Supreme Court, together with such other and further relief as the Court deems just and proper. HSBC Bank is represented by Rupp, Baase, Pfalzgraf, Cunningham & Coppola LLC, while the Receiver is represented by Zdarsky, Sawicki & Agostinelli LLP. About American Hospitality Grand Island, New York-based American Hospitality Group, LLC, dba Grand Island Holiday Inn, filed for Chapter 11 bankruptcy protection on May 6, 2010 (Bankr. W.D.N.Y. Case No. 10-11887). Arthur G. Baumeister Jr., Esq., at Amigone, Sanchez, et al., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. AMERICAN HOSPITALITY: Files Schedules of Assets & Liabilities ------------------------------------------------------------- American Hospitality Group, LLC, has filed with the U.S. Bankruptcy Court for the Western District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $52,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,063,964 E. Creditors Holding Unsecured Priority Claims $189,761 F. Creditors Holding Unsecured Non-priority Claims $1,209,995 ----------- ---------- TOTAL $52,000 $9,463,720 Grand Island, New York-based American Hospitality Group, LLC, dba Grand Island Holiday Inn, filed for Chapter 11 bankruptcy protection on May 6, 2010 (Bankr. W.D.N.Y. Case No. 10-11887). Arthur G. Baumeister Jr., Esq., at Amigone, Sanchez, et al., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000 as of the Petition Date. AMERICAN INTERNATIONAL: Inks Share Purchase Pact With Prudential ---------------------------------------------------------------- American International Group Inc. and AIA Aurora LLC entered into: i) an agreement with Prudential plc and Prudential Group plc, amending the share purchase agreement dated a March 1, 2010, among AIG, AIA Aurora, Prudential and New Prudential, and ii) a standby subordinated note commitment letter with Prudential. In connection with the acquisition by New Prudential of the entire issued share capital of AIA Group Limited from AIA Aurora pursuant to the Share Purchase Agreement, Prudential intends to offer up to $5.4 billion of subordinated debt securities, and has appointed Credit Suisse Securities (Europe) Limited, HSBC Bank plc and J.P. Morgan Securities Ltd. as joint lead managers of the offering of the Subordinated Notes. To the extent that the Joint Lead Managers do not procure subscriptions in full for the Offering for an aggregate amount equal to $5.4 billion by the date on which the last of certain conditions in the Share Purchase Agreement has been satisfied or waived, AIA Aurora has agreed pursuant to the Commitment Letter to subscribe for Subordinated Notes on the closing of the Acquisition in an aggregate amount equal to the lesser of: i) $1.875 billion, and ii) the amount required to make the aggregate amount of Subordinated Notes subscribed for by investors under the Offering and by AIA Aurora under the Commitment Letter equal to $5.4 billion. If and to the extent that the aggregate amount of the Subordinated Notes to be subscribed for by AIA Aurora pursuant to the Commitment Letter and the amount of Subordinated Notes subscribed for by investors under the Offering is less than $5.4 billion, calculated as of the Determination Date, AIA Aurora will have the option to subscribe for additional Subordinated Notes on the terms set forth in the Commitment Letter. The effectiveness of the Commitment Letter is conditional on the consent of the Joint Lead Managers being obtained. The obligations of AIG and AIA Aurora under the Commitment Letter are subject to the satisfaction or waiver of certain conditions precedent, including: i) the occurrence of the closing of the Acquisition, ii) customary conditions precedent for the issue of notes under Prudential's EUR5 billion medium term note program, and iii) certain other conditions specified in the Commitment Letter. In the Commitment Letter, Prudential has made certain representations and warranties and undertakings to AIG and AIA Aurora and has agreed to pay AIG or AIA Aurora specified fees in consideration of their entering into the Commitment Letter and AIA Aurora's agreement to subscribe for the Subordinated Notes. The Commitment Letter will terminate automatically upon the termination of the Share Purchase Agreement. In addition, AIG may terminate the Commitment Letter under specified circumstances, including if: i) Prudential does not publish (x) a prospectus in connection with the rights issue it is undertaking and (y) the circular to be issued to its shareholders, in each case in connection with the Acquisition, and ii) New Prudential does not publish a prospectus in connection with the admission of its ordinary shares to listing and trading on the London Stock Exchange, in each case by May 30, 2010. Settlement of AIA Aurora's subscription for the Subordinated Notes pursuant to the Commitment Letter will be in the form of a reduction in the cash consideration payable to AIA Aurora pursuant to the Share Purchase Agreement. The SPA Amendment provides that the cash consideration of $25 billion payable to AIA Aurora upon the closing of the Acquisition will be reduced by an amount equal to the aggregate nominal value of the Subordinated Notes for which AIA Aurora subscribes or is required to subscribe under the Commitment Letter and that such Subordinated Notes will constitute a component of the total consideration payable to AIA Aurora upon the closing of the Acquisition. A full-text copy of the Commitment Letter is available for free at http://ResearchArchives.com/t/s?6352 About AIG Based in New York, American International Group, Inc., is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies provide life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. In September 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMSCAN HOLDINGS: Posts $369,000 Net Loss for March 31 Quarter ------------------------------------------------------------- Amscan Holdings Inc. filed its quarterly report on Form 10-Q, showing a net loss of $369,000 on $308,223 of total revenues for the three months ended March 31, 2010, compared with a net income of $2,400,000 on $312,740 of total revenues during the same period a year earlier. The Company's balance sheet at March 31, 2010, showed $1,500,000 in total assets and $984,865 total liabilities, for a $499,898 total stockholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6349 Based in Road Elmsford, New York, Amscan Holdings, Inc., designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. The Company also operates retail party goods and social expressions supply stores in the United States under the names Party City, Party America, The Paper Factory, Halloween USA and Factory Card & Party Outlet, and franchises both individual stores and franchise areas throughout the United States and Puerto Rico principally under the names Party City and Party America. The Company is a wholly owned subsidiary of AAH Holdings Corporation. * * * Amscan Holdings carries Standard & Poor's Ratings Services' 'B' corporate credit rating, and Moody's Investors Service's 'B2' Corporate Family and Probability of Default Ratings. B-VV1 LLC: Files Schedules of Assets & Liabilities -------------------------------------------------- B-VV1, LLC, has filed with the U.S. Bankruptcy Court for the District of Nevada its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $33,000,000 B. Personal Property $1,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,968,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $33,001,500 $12,968,000 Las Vegas, Nevada-based B-VV1, LLC, along with its affiliates, filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr. D. Nev. Case No. 10-18284). Georganne W. Bradley, Esq., at Kaempfer Crowell et al., assists the Company in its restructuring effort. According to the schedules, the Company says that assets total $33,001,500 while debts total $12,968,000. BARCALOUNGER CORP: Organizational Meeting to Form Panel on May 28 ----------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on May 28, 2010, at 10:00 a.m. in the bankruptcy case of Barcalounger Corporation, et al. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, DE 19801. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Martinsville, Virginia-based Barcalounger Corporation filed for Chapter 11 bankruptcy protection on May 19, 2010 (Bankr. D. Del. Case No. 10-11637). Christopher A. Ward, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BERRY PLASTICS: Posts $3.8 Million Net Loss for April 3 Quarter --------------------------------------------------------------- Berry Plastics Corp. filed its quarterly report on Form 10-Q, showing a net loss of $3.8 million on $1.056 billion of net sales for the quarterly period ended April 3, 2010, compared with a net loss of $7.4 million on $757.8 million of net sales for the quarterly period ended March 28, 2009. The Company's balance sheet at March 31, 2010, showed $5.491 billion in total assets and $5.191 billion in total liabilities, for a stockholders' equity of $300.0 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6353 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At January 2, 2010 the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On December 3, 2009, Berry Plastics obtained control of 100% of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * According to the Troubled Company Reporter on April 26, 2010, Standard & Poor's Ratings Services said that it assigned its 'CCC' senior secured debt rating to Berry Plastics Corp.'s proposed offering of $300 million of second-priority senior secured notes due 2018. The recovery rating is '6', indicating S&P's expectation for negligible (0%-10%) recovery for the holders of these notes in the event of a payment default. BLACK GAMING: Court Sets Plan Confirmation Hearing for June 28 -------------------------------------------------------------- The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada will consider at a hearing on June 28, 2010, at 9:30 a.m. (Pacific Daylight Time), the confirmation of Black Gaming, LLC, et al.'s proposed Plan of Reorganization. Objections, if any, to confirmation of the Plan must be received by the Court and notice parties no later than June 14. All replies to any objections are due on June 21. The deadline for returning completed ballots is 5:00 p.m. PDT on June 14. The ballot summary must be filed by June 25. As reported in the Troubled Company Reporter on May 4, 2010, BankruptcyData.com reported that Black Gaming filed with the Court a Final Joint Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Debtors have determined that the enterprise value of their Assets as a going concern as of the Petition Date was $81.4 - $96.0 million." Under the Plan, senior credit facility lenders' claims, other secured claims, and general unsecured claims will be paid in full in cash. Intercompany equity interests will be retained and the legal, equitable, and contractual rights to which the holders of the intercompany equity interests are entitled will remain unaltered. All unimpaired claims in Classes 1 and 4 will also be paid contemporaneous with payment of the allowed claims interest from the petition date at the stated contractual rate for the claim, or, if no stated contractual rate, the Federal Judgment Rate. A full-text copy of the Final Plan is available for free at http://bankrupt.com/misc/BlackGaming_DS.pdf About Black Gaming Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding company and is an owner and operator of three gaming entertainment properties located in Mesquite, Nevada. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Nev. Case No. 10-13301). Gregory E. Garman, Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the Company in its restructuring effort. Kurtzman Carson Consultants is the Company's claims and notice agent. In its petition, the Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership, LLC; Oasis Interval Management, LLC; Oasis Recreational Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation -- filed separate Chapter 11 petitions. BOWNE & CO: Gets Shareholder Approval of Proposed Merger -------------------------------------------------------- Bowne & Co., Inc., disclosed that a majority of Bowne's shareholders voted to approve the merger agreement providing for the merger of Bowne with Snoopy Acquisition, Inc., an affiliate of R.R. Donnelley & Sons Company. The number of votes cast for approval of the merger agreement represented approximately 73.9% of the aggregate voting power of the Company's common stock outstanding and entitled to vote. The parties continue to expect that the merger will be completed during the second half of 2010. The closing of the merger is subject to the satisfaction or waiver of specified closing conditions, including, without limitation, the obtaining of FTC approval under the HSR Act. About Bowne Bowne provides shareholder and marketing communications services around the world. Dealmakers rely on Bowne to handle critical capital markets communications with speed and accuracy. Compliance professionals turn to Bowne to prepare and file regulatory and shareholder communications online and in print. Investment managers and third party fund administrators count on Bowne's integrated solutions to streamline their document processes and produce high quality communications for their shareholders. Marketers look to Bowne to create and distribute customized, one- to-one communications on demand. With 2,700 employees in 50 offices around the globe, Bowne has met the ever-changing demands of its clients for more than 230 years. * * * As reported in the Troubled Company Reporter on February 26, 2010, Standard & Poor's Ratings Services placed its ratings on New York City-based Bowne & Co. Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications. BRICOLAGE CAPITAL: Trustee Wins Access in Proskauer Probe --------------------------------------------------------- Bankruptcy Law360 reports that a bankruptcy judge has agreed to require Proskauer Rose LLP to produce additional documents requested by the now-liquidating asset management firm Bricolage Capital LLC regarding advice over certain investment vehicles that ran afoul of the Internal Revenue Service. Judge James Peck issued an order from the bench Tuesday in the U.S. Bankruptcy Court for the Southern District of New York granting "reasonable discovery," according to Law360. Headquartered in New York, New York, Bricolage Capital LLC filed for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No. 05-46914). Robert E. Grossman, Esq., Lawrence J. Kotler, Esq., and Matthew E. Hoffman, Esq., at Duane Morris LLP represent the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's case. When the Debtor filed for protection from its creditors, it estimated assets of $1 million to $10 million and debts of $10 million to $50 million. CENTAUR LLC: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services withdrew its ratings on Centaur LLC. S&P had previously lowered its corporate credit and issue-level ratings for the company to 'D' on Oct. 28, 2009, following missed interest payments on its first- and second-lien term loans. CHRYSLER LLC: New Chrysler May Beat Earnings Forecast, Says Exec ---------------------------------------------------------------- Chrysler Group LLC Chief Executive Sergio Marchionne said the auto maker may exceed its earnings forecast and generate cash this year if results through September are as strong as in the first quarter, according to a May 10 report by Bloomberg. "The run rate we've got now, especially the cash-flow number, in all likelihood is highly conservative," Mr. Marchionne told analysts on a conference call. Chrysler Group has said it expects break-even to a $200 million profit on an operating basis this year, and to use up $1 billion in cash. The auto maker posted a $143 million operating profit in the first quarter. The auto maker also has forecast full-year revenue of $40 billion to $45 billion and earnings of $2.5 billion to $2.7 billion before interest, taxes, depreciation and amortization. Chrysler Group issued the 2010 earnings forecast in November last year and reiterated it in April 21 of this year with results for the first three months. "Their numbers are going in the right direction," Bloomberg News quoted Michelle Krebs, an analyst at California-based Edmunds.com as saying. She said that Chrysler Group is laying the groundwork for an initial public offering. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Recalls 55,000 2010 Models ----------------------------------------------------- Chrysler Group LLC is recalling about 55,000 of its 2010 models sold worldwide because of an ignition key problem, according to a May 14 report by The Wall Street Journal. There is potential for the removal of the ignition key before the vehicle is shifted into the park position, which may allow the vehicle to roll away, the report said. Chrysler Group is recalling 41,658 vehicles in the United States, 9,967 in Canada, 1,807 in Mexico, and 1,494 in the international markets. The recall covers vehicles manufactured between January 8 and February 22, 2010, which include the Ram 1500 pickup truck, Ram HD, Ram Chassis Cab, Dodge Challenger, Dodge Charger, Chrysler 300, Jeep Grand Cherokee and Jeep Commander, WSJ reported. The auto maker said it notified the National Highway Traffic Safety Administration of the voluntary recall earlier this month. No accidents or injuries have been reported. Earlier this month, NHSTA said it was investigating a potential "sticky accelerator pedal" problem in Chrysler's 2007 Dodge Calibers. The agency said it received five complaints by consumers saying the pedals stuck while they were driving their vehicles, according to another report by Bloomberg News. In an e-mailed statement, Chrysler group spokesman Nick Cappa said the auto maker's initial examination of customer complaints finds they are limited to a small group of vehicles built during a five week window in March and April of 2006. "It appears to be a supplier manufacturing concern, which is mechanical in nature and not a design or electronic issue," the statement said. About 10,000 vehicles out of the 2007 model year were made with the batch of pedals containing the mechanical defect. The vehicles have brake-override technology, which is intended to stop a car if both the accelerator and brake are applied, Bloomberg News reported. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Sales for April Up 25% ------------------------------------------------- Chrysler Group LLC recorded U.S. sales increase of 25%, the best year-over-year percentage sales improvement for the company in almost five years, according to the company's May 3 statement. In addition, the company continued its trend of month-over-month sales increases in 2010, up 3% versus March 2010. "April was a very positive month for Chrysler Group, with concrete results that highlight the company is on-track and gaining momentum," Fred Diaz, President and Chief Executive Officer, Ram Truck Brand and Lead Executive for the Sales Organization, said in the statement. "Today we reported sales increased 25% compared with April 2009, building on the news from April 21 that the company posted an operating profit of $143 million for the first quarter 2010." Chrysler Group LLC reported total U.S. sales for April of 95,703 units, an increase of 25% versus April 2009 (76,682 units). Sales increased 3% compared with March 2010 (92,623 units). Chrysler Group finished the month with a 53-day supply of inventory (196,614 units), a 42% decline versus April 2009 (336,913 units). Overall, U.S. industry sales figures for April are projected at an estimated 11.5 SAAR. "We are proud of our Chrysler, Jeep, Dodge and Ram truck dealers, who supported the new company from day one," added Mr. Diaz. "They are as excited about our future as we are, and their enthusiasm is spreading to consumers, resulting in increasing showroom traffic and sales." April U.S. Sales Highlights * Dodge Brand sales (38,795 units) were up 61% compared with April 2009 (24,070 units) * Dodge Challenger sales (3,713 units) increased 42% versus last year (2,619 units) and set a new monthly sales record for the Dodge Challenger * Dodge Grand Caravan sales (10,435 units) improved 56% compared with the same time period last year (6,687 units) * Dodge Avenger sales increased by triple digit percentages versus April 2009 * Dodge Charger sales increase 90% compared with the same time period last year * Dodge Caliber sales (3,671 units) were up 44% compared with last year * Dodge Nitro increased sales (1,536 units) 14% versus the same time period last year * Chrysler Brand sales (22,386 units) increased 61% versus April 2009 (13,874 units) * Chrysler Sebring (sedan and convertible) both posted triple digit percentage increases compared with April 2009 * Chrysler 300 sales (4,127 units) were up 40% versus last year (2,946 units) * Chrysler Town & Country minivan sales (13,367 units) improved 80% compared with April 2009 (7,443 units) * Jeep Compass sales (1,443 units) were up triple digits versus April 2009 (712 units) * Jeep Patriot sales (2,404 units) improved 21% compared with last year (1,983 units) * Jeep Liberty (3,490 units) sales increase six% versus April 2009 * Dodge Dakota improved sales 36% versus April 2009 * Dodge Ram Heavy Duty pickup truck sales improved 13% compared with April 2009 "With competitively priced vehicles that customers want to purchase, the company was able to reduce incentive spending compared with last year, while posting improved sales," said Mr. Diaz. "But we aren't resting on this month's results. We are hungry to continue building on the sales improvements -- we are just getting started." Chrysler Canada's Sales Up 35% Chrysler Canada recorded its highest sales results since June 2008, with April sales up 35% over the same month in 2009 on 20,630 units (April 2009: 15,311). Calendar year to date, the company's sales have risen 21% over the same period last year (Jan-April 2010: 66,085; 2009: 54,522). Reflecting continued strong consumer traffic at the company's dealerships, retail sales grew 34%. "No question 2009 was a difficult year for Detroit -- heck, even the Red Wings struggled -- but this year is different," said Reid Bigland President and CEO Chrysler Canada. "On top of a Chrysler Group LLC $143 million (U.S.) operating profit in the first quarter, April was our 5th consecutive month of retail sales growth in excess of 20%, and it feels good." Sales Highlights Sixteen Chrysler Canada vehicles posted sales increases versus April last year, with car sales up 29%, and truck sales increasing 36%. Two Chrysler Canada vehicles were among the top five selling vehicles in the country in April, the Dodge Grand Caravan (No. 2 position) and the Ram Pickup (No. 5 position). The award-winning Ram Pickup set an all-time sales record, with 5,201 units sold, up 88%. Sales of the Ram 1500 rose 102%, while the Ram Heavy Duty, Motor Trend Magazine's 2010 Truck of the Year, posted an increase of 55%. An all-time sales record was also recorded for the Dodge Grand Caravan on sales of 5,917 units, up 39% compared with April 2009. Chrysler Town & Country posted an April sales record with 550 units sold, an increase of 85%. The Windsor, Ontario Assembly Plant where the vehicles are built continues to operate on three shifts to meet strong demand for the world's most popular minivan. The Dodge Journey easily held onto its crown as Canada's No. 1 selling crossover, with sales of 2,001 units, an increase of 82% and an April sales record. The legendary Dodge Challenger set an all-time sales record, posting sales of 614 and growing 22% compared with the same month last year. Sales of the Dodge Charger were up 116%, Chrysler Sebring up 75%, Chrysler 300/300C up 17%, and Dodge Avenger up 53%. Sales of Jeep Brand vehicles increased 10% in April, led by Jeep Patriot (up 43%), Jeep Wrangler (up 26%). Jeep Compass (up 13%), and Jeep Liberty (up 9%). May Incentive Program Due to exceptional consumer reaction from the company's "Why Canada Drives" Sales Event in April, Chrysler Canada has extended this innovative program for an additional month. From May 1 through May 31, dealerships across Canada will continue to showcase award-winning and segment-leading vehicles such as the all-new 2010 Motor Trend Truck of the Year -- Ram Heavy Duty; the No. 1 selling minivan-Dodge Grand Caravan; the No. 1 selling crossover -- Dodge Journey; and the most fuel-efficient and affordable 4x4 in Canada -- Jeep Patriot. "May typically marks the highest vehicle sales month of the year," said Dave Buckingham, Vice President of Sales, Chrysler Canada. "We intend to capitalize with our most aggressive pricing of the year on our market leaders Jeep Wrangler, Dodge Grand Caravan and Ram Truck." In addition, Canadians who visit one of the company's 440 Chrysler, Jeep, Dodge, Ram dealerships during May will continue to receive an exclusive $500 in "Why Canada Drives" Bonus Cash on top of all other retail incentives including up to $7,500 in Consumer Cash Discounts plus purchase finance rates starting at 0% on nearly every 2010 Chrysler, Jeep, Dodge or Ram vehicles. To celebrate Chrysler Canada's legendary Jeep heritage, Canadians will also receive $1,000 in Jeep Bonus Cash, providing even further value on Canada's best lineup of SUVs including the 2010 Jeep Patriot, Compass, Wrangler, Wrangler Unlimited, Liberty, Commander and Grand Cherokee. This month, customers can experience "Why Canada Drives" and "Jeep Bonus Cash" events at participating Chrysler Jeep Dodge Ram dealerships and check out the country's most exciting vehicles. Chrysler Canada continues to offer the most compelling purchase finance options in the industry, which are combinable with all retail discounts: the industry-first variable prime rate of 2.25% up to 84 months or 0% up to 36 months on nearly every 2010 Chrysler, Jeep, Dodge, or Ram vehicle. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Teams Up With Santander on Auto Loans ---------------------------------------------------------------- Chrysler Group LLC is partnering with Santander Consumer USA Inc. to provide lower-cost financing to customers who do not qualify for prime loans, according to a report by The Associated Press. The partnership will allow subprime customers to avail of loans from Santander with interest rates that are about 30% lower than rates from other financial institutions. Chrysler Group spokesman Ralph Kisiel said that 20% of the auto maker's customers who apply for a loan have subprime credit scores. He said Chrysler Group estimates the partnership will result in another 2,000 sales per month, AP reported. Mr. Kisiel further said that subprime customers will also be able to avail of loans from the auto maker's primary lender, Ally Financial Inc., formerly called GMAC, according to the AP report. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITY OF CENTRAL FALLS: Moody's Cuts Ratings on Debt to 'B3' ----------------------------------------------------------- Moody's Investors Service has downgraded to B3 from Ba1 the City of Central Falls (Rhode Island) general obligation bond rating, affecting approximately $17.1 million in outstanding rated debt. The bonds are secured by a general obligation unlimited tax pledge. The rating remains on review for possible downgrade. The downgrade is based on Moody's further assessment of the heightened probability of default in the wake of the city's filing for receivership. A temporary receiver was appointed on May 19 and has been granted broad fiscal powers to reorganize city government and prioritize payments, including debt service, with court approval. The city is at risk of a payment default on a $4 million general obligation tax anticipation note, payable June 30th, due to insufficient cash flow. The city is currently projecting a $3 million shortfall (17% of revenues) for the 2010 fiscal year and it is not clear whether the city is willing or able to take steps that would ensure sufficient funds are available to repay the maturing note The rating remains on review reflecting the possibility for further downgrade depending upon the outcome of the scheduled June 9th hearing for the appointment of a permanent receiver and the resulting impact on bondholder security, including the potential for economic losses. Further assessment of the city's financial position and liquidity levels will also be factored into Moody's understanding of the potential for bondholder losses. The city's weak financial position has been further strained by a combination of state aid reductions, inaccurate budget assumptions, and growing fixed costs, including contractual salary increases and pension obligations. The city is currently projecting a $5 million budget gap for fiscal 2011, a sizable 28% of operations. Future rating action will also incorporate the city's ability to demonstrate meaningful progress toward structurally balanced operations as well as improvement in reserve and liquidity levels. The last rating action with respect to the City of Central Falls (RI), was on May 21, 2010, when a rating of Ba1/ watchlist for downgrade was assigned. COBALIS CORP: Submits Form of Order Signaling Bankruptcy Emergence ------------------------------------------------------------------ Cobalis Corp disclosed that the Company's attorneys have submitted a Form of Order consistent with the United States Bankruptcy Court's ruling of April 7, 2010, confirming the debtor's plan of reorganization. Upon entry of the Order by the Court, Cobalis Corp will have officially emerged from bankruptcy, and will immediately commence the launch of its long-awaited national marketing plans to bring its flagship anti-allergy product PreHistin (R) to market. About Cobalis Corp Cobalis Corp. (OTC:CLSC) is an over the counter pharmaceutical and nutraceutical company. Its flagship product, PreHistin(R) is designed to prevent the primary causes of airborne allergies. PreHistin(R), "The World's FIRST Pre-Histamine"(R) is the only Phase III clinically tested sublingual product fully patented for long term and daily use without a prescription to help relieve allergy sufferers from both indoor and outdoor allergens. PreHistin(R) has shown in previous clinical studies to modulate the body's level of immunoglobulin E (IgE), thus reducing the overproduction of histamines, the primary cause of airborne allergy symptoms. Studies have shown that the active ingredient in PreHistin(R), an FDA safety approved 3.3 mg Cyanocobalamin (Vitamin B12) mega-dose sub-lingual lozenge has essentially no risks or adverse side effects to the general population including sedation and drowsiness found in many allergy medications currently available. Cobalis Corp. put itself in October 2007 (Bankr. C.D. Calif. Case No. 07-12347) in response to an involuntary liquidating Chapter 7 petition filed in August by Y.A. Global Investments LP, the holder of $3 million in secured convertible debentures. In August 2009, Cobalis Corporation filed a "five year" reorganization plan. COLTS RUN: Cash Collateral Hearing Continued Until June 24 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has continued until June 24, 2010, at 11:00 a.m., the hearing on Colts Run, L.L.C.'s request for access to PNC Bank, National Association's cash collateral. The hearing will be held at Courtroom 644, 219 South Dearborn, Chicago, Illinois. As reported in the Troubled Company Reporter on May 6, 2010, PNC Bank asserts a senior position mortgage lien and claim against the Debtor's residential apartment project in Lexington, Kentucky, known as Colts Run Apartments, which purportedly secures a senior mortgage indebtedness of roughly $19,000,000. Residential apartment units at the Property lease for rentals ranging from $799 to $1,399. The current occupancy rate at the property is 88.9% and is generally increasing. The Bank also asserts a junior mortgage lien and claim. The Debtor will use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will allow the bank to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records. The Debtor will maintain and pay premiums for insurance to cover its assets from fire, theft and water damage. The Debtor will, upon reasonable request, make available to the Bank evidence of that which purportedly constitutes its collateral or proceeds. The Debtor will also maintain the property in good repair and properly manage the property. About Colts Run, LLC Lake Forest, Illinois-based Colts Run, LLC, owns and operates a residential apartment project located in Lexington, Kentucky, known as Colts Run Apartments. The Company filed for Chapter 11 bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18071). David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. COLTS RUN: Files Schedules of Assets and Liabilities ---------------------------------------------------- Colts Run, L.L.C., filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $25,000,000 B. Personal Property $85,211 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $23,009,922 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $53,411 ----------- ----------- TOTAL $25,085,211 $23,063,333 Lake Forest, Illinois-based Colts Run, LLC, owns and operates a residential apartment project located in Lexington, Kentucky, known as Colts Run Apartments. The Company filed for Chapter 11 bankruptcy protection on April 23, 2010 (Bankr. N.D. Ill. Case No. 10-18071). David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. COUNTRY OAKS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Country Oaks Veterinary Clinic, PLLC fka Jose R. Davila, D.V.M., P.A. fka ET, L.L.C. fka Jose R. Davila, D.V.M., L.L.C. fka Jose R. Davila, D.V.M., P.L.L.C. 13938 South US Highway 441 Summerfield, FL 34491 Bankruptcy Case No.: 10-04445 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Richard A. Perry, Esq. 820 S E Fort King Street Ocala, FL 34471 Tel: (352) 732-2299 E-mail: richardperry@richard-a-perry.com Scheduled Assets: $2,589,690 Scheduled Debts: $5,189,983 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-04445.pdf The petition was signed by Frances Ramirez, president/managing member. DANA HOLDING: S&P Raises Corporate Credit Rating to 'B+' -------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Dana Holding Corp. to 'B+' from 'B'. At the same time, S&P raised its ratings on Dana's senior secured debt. The outlook is stable. "The upgrade reflects S&P's assumption that Dana's recent earnings and cash flow improvements are sustainable in 2010 and beyond despite S&P's expectation for continuing weak light and commercial vehicle auto production," said Standard & Poor's credit analyst Nancy Messer. Dana's earnings and cash flow for the 12 months ended March 31, 2010, were better than S&P expected. In addition, Dana reduced debt by about $287 million in the 12 months ended March 31, using a Dutch auction that S&P considered to be a distressed exchange; by raising funds through a common equity offering; and through market purchases. Dana has also reduced debt in 2010 using proceeds from asset sales. As a result, the company's covenant cushion has improved despite covenants that tighten in 2010. S&P expects the company to generate positive free cash flow in 2010 and 2011. The ratings on Toledo, Ohio-based Dana reflect the company's weak business risk profile. S&P now view the company's financial risk profile as aggressive, an improvement over the prior assessment of highly leveraged, because of improved liquidity, cash flow adequacy, and debt leverage. Dana is a significant participant in the global auto supply market, manufacturing under-the-vehicle products such as axles, driveshafts, and other structural, sealing, and thermal products. Dana's customers are original equipment manufacturers of vehicles in the light-vehicle, heavy-duty commercial, and heavy off-road markets. DOVEVIEW LLC: Asks for June 8 Deadline for Filing of Schedules -------------------------------------------------------------- Doveview, LLC, has asked the U.S. Bankruptcy Court for the District of Delaware to extend the deadline for the filing of schedules of assets and liabilities, schedules of current income and expenditures, schedules of executor contracts and unexpired leases, and statement of financial affairs until June 8, 2010. The Debtor says that it needs extra time to collect the information necessary to prepare schedules and statements. Due to the need for additional funding to formulate a plan of reorganization, the Debtor's members have had to devote the majority of their time to negotiating with potential lenders to obtain the financing needed to complete Phase I of the project. The Debtor's members have also been involved in extensive discussions with counsel to the Debtor regarding the structure that the plan would take. Wilmington, Delaware-based Doveview, LLC, filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr. D. Del. Case No. 10- 11519). Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. EASTMAN KODAK: Shareholders Elect 14 Nominees for Directors ----------------------------------------------------------- Eastman Kodak Company held its 2010 annual meeting of shareholders May 12, 2010, at The Learning Center at Miami Valley Research Park, 1900 Founders Drive, Dayton, Ohio. As of March 15, 2010, the record date for the Annual Meeting, there were 268,673,667 shares of common stock issued and outstanding. A quorum of 215,711,002 shares of common stock was present at the meeting. Shareholders elected each of the Company's fourteen nominees for director to serve a term of one year to expire at the next shareholders' meeting next year or until their successors are duly elected and qualified: * Richard S. Braddock * Herald Y. Chen * Adam H. Clammer * Timothy M. Donahue * Michael J. Hawley * William H. Hernandez * Douglas R. Lebda * Debra L. Lee * Delano E. Lewis * William G. Parrett * Antonio M. Perez * Joel Seligman * Dennis F. Strigl * Laura D'Andrea Tyson About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. EDUCATION MANAGEMENT: S&P Raises Corporate Credit Rating to 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Pittsburgh, Pa.-based for-profit post-secondary school operator Education Management LLC to 'BB-' from 'B+'. The rating outlook is positive. The company has been able to reduce leverage recently due to good operating performance. At the same time, S&P raised its issue-level ratings on the company's debt by one notch in accordance with its upgrade of the corporate credit rating. S&P's recovery ratings on these debt issues remain unchanged. "S&P's 'BB-' rating reflects Education Management's dependence on federal student loan programs, increasing capital spending for start-up campuses, and the highly fragmented and competitive nature of the for-profit post-secondary education market," said Standard & Poor's credit analyst Deborah Kinzer. "The company's good business position and geographic diversity in the for-profit post-secondary education market, historically strong operating performance, and declining (though still high) debt leverage somewhat offset these negative rating factors." Education Management operates 98 campuses in 30 states and one Canadian province, offering programs in career-oriented disciplines. Enrollment totaled more than 139,000 as of April 2010. About 60% of students are enrolled in bachelor's, master's, and doctorate programs, while the rest are in associate's degree and certificate programs. Education Management's cost structure is somewhat flexible because most instructors are not tenured, and most facilities are leased. Enrollment has grown rapidly over the past several years, reflecting positive demographic trends and student and employer demand for career-oriented degrees. Annual double-digit gains in same-school enrollment and average annual tuition increases of about 6% have resulted in EBITDA growth. Enrollment in online education programs has also grown briskly, and about 26% of total enrolled students are now taking fully online programs. The online education market is still developing and is subject to intense competition and technological change. EMPIRE RESORTS: Posts $2.2 Million Net Loss for March 31 Quarter ---------------------------------------------------------------- Empire Resorts Inc. filed its quarterly report on Form 10-Q, showing a net loss of $2.2 million on $16.2 million of gross revenues for the three months ended March 31, 2010, compared with a net loss of $2.0 million on $15.4 million of gross revenues during the same period a year earlier. The Company's balance sheet at March 31, 2010, showed $86.8 million in total assets and $72.3 million in total current liabilities, for a $14.4 million total stockholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?634e About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- currently owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet as of December 31, 2009, showed $89.4 million in assets, $73.9 million of debts, and $15.5 million of stockholders' equity. Auditor Friedman LLP, in New York, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. ENRON CORP: ECRC Files 22nd Post-Confirmation Report ---------------------------------------------------- Enron Creditors Recovery Corp., formerly Enron Corp., and its reorganized debtor affiliates delivered to the U.S. Bankruptcy Court for the Southern District of New York their Twenty-second Post-Confirmation Status Report. A. Distributions John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois, relates that as of April 15, 2010, approximately $21,686,000,000 in Cash, PGE Common Stock and PGE Common Stock equivalents have been distributed to holders of Allowed Claims, including $267,000,000 of interest, capital gains and dividends. He adds that all Disputed Claims have been resolved and all reserves previously held in the Disputed Claims Reserve, including interest, dividends and gains have been released. The General Unsecured Creditors of Enron have received 52.4% return on allowed claim amounts compared to original estimates in the Disclosure Statement of 17.4% and the Creditors of Enron North America Corp have received 52.0% compared to original estimates in the Disclosure Statement of 20.1%. The combined rate of return for ENA Creditors who also hold an Enron Guaranty claim is 94.1%, excluding gains, interest and dividends. There are a limited number of pending litigation and collection matters, which could potentially add up to approximately $150 million in value, that continue to affect the timing of the closure of the Enron bankruptcy case and payment of remaining funds to creditors. Based upon the likely timing of the expected resolution of these remaining matters, the costs of making distributions and the funds on hand at this time, the Plan Administrator will distribute the remaining available funds and the collections related to the remaining matters at the time of closure of the Enron bankruptcy case in lieu of further interim distributions. In addition, the Reorganized Debtors are currently litigating on appeal to the United States District Court the appeal of the denial by the Bankruptcy Court of a motion filed by National City Bank which would require the payment of certain additional monies in the approximate amount of $8.6 million to creditors holding the Allowed ETS Debenture Claim under an agreement which NCB purports to provide most favored nations status in these particular circumstances which the Reorganized Debtors have opposed. The timing of the resolution of the NCB matter is uncertain. B. Claims Resolution Process More than 25,000 proofs of claim were filed against the Debtors. The Reorganized Debtors and, prior to the Effective Date, the Debtors, have worked diligently to review, reconcile, and resolve these claims. In the third quarter of 2008, all Disputed Claims were resolved. Of the more than 25,000 proofs of claim filed, approximately 5,653 have been ordered allowed and approximately 2,333 have been allowed as filed. The remaining filed claims have been expunged, withdrawn, subordinated, or otherwise resolved. C. Settlements and Recoveries The Reorganized Debtors collected approximately $2,207,000 since the Twenty-First Post-Confirmation Status Report. These amounts were primarily attributable to settlements and the return of other deposits belonging to the Reorganized Debtors. D. Other Activities The Reorganized Debtors continue to oversee additional various Enron activities including: a. Document Administration and Disposal. The Reorganized Debtors have completed their document destruction efforts in accordance with numerous orders entered by the Bankruptcy Court and an order entered by the District Court for the Southern District of Texas. As of January 1, 2010, all of the remaining 43,000 boxes eligible for destruction and all electronic storage devices have been destroyed. Approximately 2,600 boxes have been sent to long-term storage in accordance with regulatory requirements, and the Reorganized Debtors have created electronic tape media to store the Litigation Document Library. b. Dissolution of Corporate Entities. There are four remaining entities -- of which one is a Debtor, one is a non-Debtor, and two are Post-Final Distribution Trusts. The Debtor and non- Debtor are taking great care to ensure all liabilities are satisfied prior to dissolution and that such dissolutions are in accordance with the governing laws. Additionally, the foreign entities have additional complexities and time components that the Debtor and non-Debtor are working through to ensure orderly dissolutions. In conjunction with the dissolution of the remaining corporate entities, Enron Dissolution Corp., a Delaware corporation, was formed solely for the purposes of winding up Enron and Enron Net Works, LLC. Enron and Enron Net Works, LLC were merged with and into Enron Dissolution Corp. effective on December 18, 2009. Enron Dissolution Corp. was thereafter dissolved effective on December 19, 2009. c. Tax Return Compliance. For 2009, approximately 20 returns for 15 entities will need to be filed. In addition, there is one foreign entity with potential filing obligations that is expected to be finalized in the 2nd quarter of 2010. d. Resolution of Outstanding Litigation. Twenty-two cases remain pending. e. The Reorganized Debtors continue to be sponsors of pre- petition benefit plans which are entitled to receive distributions from the settlement of certain class actions securities cases, Tittle, et al. v. Enron Corporation, et al. and Newby, et al. v. Enron Corporation, et al., related to the Enron estate. The Reorganized Debtors are working to transition the responsibility for the administration of the benefit plans and the associated distribution process to independent third parties to allow for the closure at the appropriate time of the Enron Case. The timing of the distribution of class action settlement monies to the benefit plans is uncertain and the Reorganized Debtors lack control over those distribution to those plans. Moreover, the Reorganized Debtors continue to perform the necessary accounting, control and reporting work required to effect closure of the Case promptly. Two remaining headcount and engaged professional firms (a) support litigation, (b) handle accounting, tax, cash management and reporting for the four remaining entities, (c) calculate and control creditor distributions, (d) perform claims management, (e) complete disposition of remaining litigation (f) oversee wind-up of employee matters and benefit plans, and (g) oversee IT and corporate services providers and non-litigation matters. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ERICKSON RETIREMENT: New Owners Eye Expansion With Same Biz Model ----------------------------------------------------------------- Erickson Retirement Communities, LLC's new owners say they are poised for expansion with the same business model that seized up along with the housing and credit markets last year, Lorraine Mirabella of The Baltimore Sun reports. Jim Davis, owner of Redwood Capital Investments LLC which bought Erickson Retirement Communities' assets, said that ERC is more financially sound than ever after wiping out most of its debt through bankruptcy, Ms. Mirabella discloses. That move, Mr. Davis continued, will enable ERC to move forward in the next year with new housing at about a dozen of its existing communities that are not fully developed. Mr. Davis serves as chief executive officer of ERC upon the company's emergence from Chapter 11 on April 30, 2010. ERC completed the $365 million sale of its assets to Redwood on May 3, 2010. Mr. Davis also noted that ERC must reverse negative perceptions stemming from the financial collapse, especially among seniors who pay $400,000 or more to live in the retirement campuses, according to the report. In the meantime, the reorganized company must continue to contend with an economy and real estate market that haven't fully recovered, The Baltimore Sun cites. The report relates that Mr. Davis intends to adhere to the vision that propelled ERC for nearly three decades before the housing crisis halted rapid expansion of its neighborhood-style communities and forced it into bankruptcy in October 2009. "It has been through some difficult times but has come through remarkably well," Mr. Davis was quoted by The Baltimore Sun as saying. "I'm very optimistic about the long-term growth potential of the industry and this company. This company is more strongly positioned than any other in the industry." Long-term demographic trends bode well for ERC, according to the Baltimore Sun. For one, ERC's officials disclose that the population of seniors age 65 and older is projected to grow 60%, to 63.9 million people, in the next 15 years, when that segment of older Americans will make up nearly 18% of the population, the newspaper cites. Mr. Davis further noted that the challenges for any new development will be to persuade investors that the team can complete a development, to line up financing and pick the strongest markets, the newspaper adds. "Part of the risk of the Erickson model is the size, and clearly they got caught when recession caused a slowdown in the housing market," Robert Kramer, president of the National Investment Center for the Seniors Housing & Care Industry, told The Baltimore Sun. The report notes that the new ERC will likely take a more conservative approach to new development. In fact, ERC has embarked on a 90-day review of all sites to assess development potential, where to build, how much and when, Ms. Mirabella discloses. "We'll make sure we don't get too far ahead of ourselves," Mr. Davis was quoted by The Baltimore Sun as saying. "It's really quite that simple. We'll make sure demand is there as we're building new communities. And we believe the demand is there." About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Wants to Modify Injunction on 2 Campus LLCs ---------------------------------------------------------------- Before the Petition Date, Erickson Construction LLC acted as original contractor to Lincolnshire Campus, LLC, to provide general contracting services in connection with the construction and improvement for and upon the premises owed by Lincolnshire Campus known as Sedgebrook Renaissance Gardens 1.0 and certain time and material work located at 800 Audobon Way and other addresses in Lincolnshire, Illinois. Similarly, Erickson Construction served as original contractor to Naperville Campus, LLC, to provide general contracting services in connection with the construction and improvement for and upon the premises owned by Naperville Campus known as Monarch Landing and certain time and material work, located at 1919 Ferry Road and other addresses in Naperville, Illinois. Lincolnshire Campus and Naperville Campus are non-debtor affiliates of the Reorganized Debtors. A number of subcontractors allege that they supplied labor and materials to the Sedgebrook Premises and the Monarch Premises. Those subcontractors filed mechanics' liens against the Sedgebrook Premises and the Monarch Premises and the related improvements under Section 60/1 of Title 770 of the Illinois Compiled Statutes. Certain subcontractors that have filed liens against the Sedgebrook Premises and Monarch Premises have not filed complaints to foreclosure on those liens under the Lien Statute. To permit the timely and efficient resolution of liens filed under the Lien Statute, Section 60/34 of Title 770 of the Illinois Compiled Statutes permits the owner of real property against which liens have been recorded to send a notice or demand to any party that has recorded a lien, but has not filed a complaint to foreclose that lien, requiring the party to file a complaint to foreclose upon the lien within 30 days. Under the Lien Statute, a general contractor like Erickson Construction is a necessary party to any action to foreclose upon a lien filed under the Lien Statute. The Fourth Amended Joint Plan of Reorganization provides for an injunction against parties from initiating legal proceedings against the Reorganized Debtors. Against this backdrop, the Reorganized Debtors, Lincolnshire Campus and Naperville Campus entered into a stipulation with these salient terms: (1) The Plan Injunction against parties initiating legal proceedings against Erickson Construction is modified solely to the extent necessary to permit Lincolnshire Campus and Naperville, at their option, to issue notices/demands pursuant to Section 60/34 to any parties that have filed or may file liens under the Lien Statute against the Sedgebrook Premises and the Monarch Premises and, to the extent Lincolnshire Campus and Naperville Campus exercise their right to issue a notice/demand to any party pursuant to Section 60/34 to permit that party to: (a) include Erickson Construction as a party-defendant in any complaint to foreclose on a lien recorded under the Lien Statute; (b) initiate and obtain discovery from Erickson Construction; and (c) do everything reasonably necessary to attempt to establish its lien claim against the Sedgebrook Premises or Monarch premises and to attempt to obtain a judgment foreclosing its lien and sale of the Property, including obtaining the necessary factual findings and legal determinations on its claim against Erickson Construction (2) Any party that is served with a notice/demand by Lincolnshire Campus or Naperville Campus pursuant to Section 60/34 will not seek any recovery from Erickson Construction and will not seek entry of any in personam judgment against Erickson Construction. The Reorganized Debtors thus ask the U.S. Bankruptcy Court for the Northern District of Texas to approve the Injunction Stipulation. While the Injunction Stipulation provides for a limited modification of the Injunction, the Injunction Stipulation will not operate as a waiver or modification of the Injunction so as to permit prosecution against the Reorganized Debtors of any claim or claims by any entity, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, clarifies. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Wins Nod of Settlement With Sovereign Bank --------------------------------------------------------------- Erickson Retirement Communities LLC sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of Texas to enter into a settlement and release agreement with Point View II, LLC, PPF MF 3900 Gracefield Road, LLC, and Sovereign Bank. As previously reported, ERC initiated an adversary proceeding against Sovereign Bank and PPF, seeking a declaratory judgment that all of the conditions precedent to the termination of a guaranty agreement have been met. CCVI acquired Point View Campus, LLC and borrowed $25,000,000 from PPF. Prior to CCVI's acquisition of Point View, the New Jersey Economic Development Authority issued municipal bonds for $80,695,000 to CCVI. CCVI obtained a letter of credit from Sovereign Bank to secure payment on the bonds. Point View II and ERC provided a guaranty to Sovereign Bank pursuant to a Guaranty Agreement. Since Point View II is a wholly owned subsidiary of ERC and the Plan contemplates that holders of certain allowed claims will be paid in part out of the funds on deposit in an escrow account held by Sovereign Bank as escrow agent, and because the remainder of the Cedar Crest Receivable is being assigned to Redwood-ERC Senior Living Holdings, LLC, the prosecution of an NJ Action will have a direct, adverse impact on the Debtors' reorganization efforts, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, points out. The escrow account holds initial entrance deposits of residents in Cedar Crest Retirement Community. ERC also sought a preliminary injunction and temporary restraining order against PPF and Sovereign, Bank enjoining (i) PPF from prosecuting an action before the Superior Court of New Jersey, Law Division, Morris County; and (ii) Sovereign Bank from releasing the funds in the Escrow Account. The Debtors also objected to Claim No. 1148 filed by Sovereign Bank. To resolve their dispute, the Debtors, Point View II, PPF and Sovereign Bank entered into the Settlement Agreement, the terms of which are subject to the confirmation of the Fourth Amended Joint Plan of Reorganization and the occurrence of the effective date of the Plan. The salient terms of the Settlement Agreement are: (1) All funds held in the Escrow Account will be released to PPF. (2) Sovereign Bank acknowledges the termination of the Guaranty Agreement, the Escrow Agreement and the Escrow Fund Disbursement Agreement. (3) Point View II acknowledges that in light of its failure to timely pay at least six monthly payments on the PPF Loan due under an amended promissory note and a modification agreement, the entire indebtedness owed by it to PPF is due and payable. (4) Sovereign Bank acknowledges that the Guaranty Agreement it entered with Point View II and ERC has terminated pursuant to its own terms. (5) Sovereign Bank will withdraw Claim No. 1148. (6) The NJ Action will be dismissed upon release of the funds in the Escrow Account to PPF. (7) ERC will dismiss the Adversary Proceeding and the TRO Motion. (8) After the release of the Escrow Account funds, all funds, including the Initial Entrance Deposits that have been deposited into a revolving account pursuant to a trust indenture among New Jersey Economic Development Authority, CCVI, and Manufacturers Traders Trust Company, as trustee, and that otherwise would have been deposited in the Escrow Account or paid to Point View II pursuant to the Trust Indenture, will be distributed solely to PPF until the time that all sums due under the PPF Loan. (9) The Settling Parties will exchange mutual releases from any and all claims arising out the Guaranty Agreement, the Escrow Agreement and the Escrow Fund Distribution Agreement, other than the obligations set forth in the Settlement Agreement. (10) Pending approval of the Settlement Agreement and confirmation of the Plan, the time for the parties to file responses to the complaints in the NJ Action, Adversary Proceeding, the TRO Motion and the Claim Objection will be extended to June 1, 2010. Mr. Slusher asserts that the Settlement Agreement resolves the Claim Objection, Adversary Proceeding, TRO Motion and the NJ Action without the need for costly litigation. Moreover, the extension of the response deadline with respect to the subject matter will allow the Plan confirmation process to move forward, he maintains. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective effective on April 30, 2010. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORTUNE INDUSTRIES: Posts $28,000 Net Loss for March 31 Quarter --------------------------------------------------------------- Fortune Industries Inc. filed its quarterly report on Form 10-Q, showing a net loss of $28,000 on $15.3 million of total revenues for the three months ended March 31, 2010, compared with a net income of $380,000 on $15.4 million of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $29.8 million in total assets and $10.3 million in total liabilities, for a total stockholders' equity of $19.4 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?62aa About Fortune Industries Fortune Industries, Inc., is a holding company of providers of full service human resources outsourcing services through co- employment relationships with their clients. The Company reported $32,225,000 in total assets and $12,615,000 in total liabilities resulting to a $19,610,000 stockholders' equity for Dec. 31, 2009. Going Concern Doubt Somerset CPAs, P.C., in Indianapolis, Indiana, expressed substantial doubt about Fortune Industries, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for fiscal periods ended June 30, 2009, Aug. 31, 2008, and 2007. The auditor noted that the Company has had recurring losses from operations and has a net capital deficiency. FRANKLIN PACIFIC: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Franklin Pacific Finance, LLP 425 Santa Monica Blvd. Suite 625 Santa Monica, CA 90402 Bankruptcy Case No.: 10-30727 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: Stephen R. Wade, Esq. The Law Offices of Stephen R. Wade 400 N Mountain Ave Ste 214B Upland, CA 91786 Tel: (909) 985-6500 Fax: (909) 985-2865 E-mail: dp@srwadelaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Stephanos J. Collias, president. Debtor's List of 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rasa Floors Trade debt $26,799 Cowboys Painting Trade debt $4,687 HD Supply Facilities Trade debt $4,285 Maintenance Group Premium Cuts Lawn Trade debt $3,957 Svc & Maint. C&J Painting & Trade debt $3,949 Carpet Cleaning Frank's Painting Trade debt $3,537 South Central Texas Trade debt $2,405 Apt Blue Book Wilmar Trade debt $1,504 Green Grass Trade debt $1,198 Cleaning Network Trade debt $952 J4 Development Trade debt $757 Greensheet Trade debt $560 Classified Ventures Trade debt $528 A & M Cleaning Trade debt $405 CSN Support Services Trade debt $278 Worldwide Pest Control Trade debt $161 Sunset Carpet Care Trade debt $97 FRENCH BROAD: Cash Collateral Hearing Continued Until June 21 ------------------------------------------------------------- The Hon. George R. Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina has continued until June 21, 2010, at 10:30 a.m., the hearing on French Broad Place, LLC's request to obtain credit from secured creditors. The hearing will be held in the Bankruptcy Courtroom of the federal courthouse located at 100 Otis Street in Asheville, North Carolina. The Debtor's secured creditors consist of Asheville Savings Bank, S.S.B. and Metromont Corporation. As reported in the Troubled Company Reporter on April 13, 2010, Judge Hodges authorized, on an interim basis, the Debtor to use Asheville Savings' cash collateral. Asheville Savings is the Debtor's primary secured creditor. The bank is a holder of a claim for $8,475,801 secured by a first lien deed of trust on the Debtor's real estate, valued at $20,100,000. The bank also holds a security interest in the rent collected by the Debtor from the tenants in its leased premises, by way of an assignment of rents contained in the security documents. Approximately $11,600,000 in equity exists. The Debtor said that Asheville Savings is adequately protected. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. Brevard, North Carolina-based French Broad Place LLC filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. N.C. Case No. 10-10335). Edward C. Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $20,171,100, and total debts of $14,395,245. FRENCH BROAD: Three-Member Creditors Committee Formed ----------------------------------------------------- The Bankruptcy Administrator for the Western District of North Carolina, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of French Broad Place LLC. The Creditors Committee members are: 1. Michael C. Eubanks, Attorney-at-Law 52-A West Main Street P.O. Box 588 Brevard, NC 28712 2. Harris Architects Attn: Douglas K. Harris 33 W. Probart Street Brevard, NC 28712 3. Garry E. Paddick 22 Fortune Lane Brevard, NC 28712 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Brevard, North Carolina-based French Broad Place LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. N.C. Case No. 10-10335). Edward C. Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., assists the Company in its restructuring effort. According to the schedules, the Company has assets of $20,171,100, and total debts of $14,395,245. FUNDAMENTAL PROVISIONS: Wants Plan Solicitation Period Extended --------------------------------------------------------------- Fundamental Provisions, LLC, et al., ask the U.S. Bankruptcy Court for the Middle District of Louisiana to extend their exclusive period to solicit acceptances for their proposed Reorganization Plan until September 3, 2010. The Debtors' exclusive right to obtain acceptances of a plan will expire on June 6, 2010. As reported by the Troubled Company Reporter on May 11, 2010, Judge Douglas D. Dodd will consider approval of Fundamental Provisions' Plan of Reorganization at a confirmation hearing scheduled for July 9, 2010, at 11:00 a.m. The deadline for returning completed ballots is July 7, 2010 at 12:00 noon local time. The Plan provides for the Debtors to retain ownership of and continue to operate 29 restaurants located in Louisiana, Alabama and Florida, and attempt to sell the store land and equipment in Destin, Florida. Under the Plan, the Debtor will apply sale proceeds to the secured debt first. Unless their collateral is sold, secured claims will be capitalized and paid in full, with interest, in periodic installments. The unsecured creditors will be paid 100% of their prepetition claims in 8 quarterly installments. Holders of the convenience claims will be paid 100% of the prepetition claims. The existing holders of interests will retain their interest, nut will not receive any dividends until all creditors are paid in full under the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/FundamentalProvisions_DS.pdf About Fundamental Provisions, LLC The Debtors explain that they are still in negotiations with all major constituencies on amicable resolution towards reorganization. Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897). Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco, Inc. -- also filed Chapter 11 bankruptcy petitions. Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists the Debtors in their restructuring efforts. Fundamental Provisions listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GENTIVA HEALTH: Moody's Reviews 'Ba3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service placed the long-term ratings of Gentiva Health Services, Inc., including the Ba3 Corporate Family Rating and the B1 Probability of Default Rating, under review for possible downgrade following the announcement of the debt-financed acquisition of Odyssey Healthcare Inc. for approximately $1 billion. The rating outlook was stable. The rating review will focus on the pro forma capital structure of the combined entity as well as the expected pace of deleveraging. Moody's will weigh the benefits of the acquisition: including increased scale and a more balanced mix between home healthcare and hospice, with the risks, including a significant increase in leverage and the reimbursement and regulatory risk of both the home healthcare and hospice businesses. Combined, the pro forma company will have revenues of roughly $1.8 billion, making it the largest home health and hospice company in the U.S with approximately 60% of the combined company's revenue generated from home healthcare (versus more than 90% for Gentiva alone) and 40% from hospice. Ratings placed under review for downgrade: * Corporate Family Rating, Ba3 * Probability of Default Rating, B1 Ratings unchanged: * $80 million Senior Secured Revolver (face value), due 2012, Ba3, LGD3, 31% * $232 million Senior Secured Term Loan B, due 2013, Ba3, LGD3, 31% * Speculative Grade Liquidity Rating of SGL-1. The outlook was stable. The last rating action was on November 23, 2009, when Moody's upgraded the Speculative Grade Liquidity Rating to SGL-1 from SGL- 2. Gentiva'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 Gentiva's core industry and Gentiva's ratings are believed to be comparable to those other issuers of similar credit risk. Gentiva is a leading provider of home health and hospice services in the US. The company offers direct home nursing and therapies, including specialty programs, as well as hospice care. Gentiva reported revenues of approximately $1.17 billion for the twelve months ended April 4, 2010. GENTIVA HEALTH: S&P Changes Outlook to Stable; Keeps 'B+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Atlanta-based home health services provider Gentiva Health Services Inc. to stable from positive as a result of the company's recent announcement to enter into a debt-financed acquisition to acquire the Dallas-based hospice business Odyssey HealthCare Inc. At the same time, S&P affirmed both its 'B+' corporate credit rating on Gentiva and its 'BB-' issue-level rating on the company's term loan and revolver. The recovery rating on these debt issues remains at '2', indicating S&P's expectation for substantial (70%-90%) recovery in the event of payment default. "The ratings on Gentiva continue to reflect its weak business risk profile as a result of the company's narrow focus in the home care services business, its significant reliance on Medicare, and its acquisitive growth strategy," said Standard & Poor's credit analyst Tahira Y. Wright. Despite the company's position as a leading provider in a highly fragmented industry, its ability to grow organically, and its strong liquidity, the rating also incorporates health reform-related rate cuts over the next few years and Gentiva's demonstrated interest in aggressively broadening its operating base. GOLD'S GYM: Files for Bankruptcy Protection Under Chapter 11 ------------------------------------------------------------ Tim Christie at The Register-Guard reports that Gold's Gyms filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code, listing $421,000 in assets and $2.01 million in liabilities. According to the report, the filing came after the state Bureau of Labor & Industries ordered Company owner Troy Finfrock to post a payroll surety bond of $187,000 because of his pattern of failing to pay employees. Mr. Christie notes that the Company owes $159,068 to the Internal Revenue Service and major creditors including Amresco Commercial, $247,000; 706 Madrona, $151,956; D&R Property Investor, $97,000; Blayne's Auto Superstore, $80,000 and United Leasing, $79,000. Gold's Gyms operates a gym facility. GREAT POINT: S&P Assigns 'BB+' Rating on $220 Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its final 'BB+' rating to Great Point Power LLC's $220 million senior secured term loan. The project is using proceeds to partly finance the acquisition of a portfolio of electric generation assets that several private equity funds managed by Energy Investors Funds owns. The final rating follows S&P's review of transaction documents. S&P also assigned a recovery rating of '1' to the portfolio, indicating expectation of 90%-100% recovery in the event of a default. The outlook is stable. GPP is a special-purpose, bankruptcy-remote entity formed to own and operate a portfolio of four generation assets and one transmission asset. The portfolio is a closed-end portfolio of equity interests in four power plants totaling 695 megawatts of net generation and an interest in a 660 MW (net 440 MW) undersea transmission line between Sayreville, N.J. and Long Island, N.Y. The assets are in New York, New Jersey, Texas, California, and Hawaii. While the portfolio is diverse in terms of customer base, fuel type, and technology, there is limited diversity in revenue sources. Great Point Power Holdings LLC completely owns GPP, and GPPH is in turn 100% owned by ArcLight Energy Partners Fund IV L.P, a $2.1 billion fund that is one of four private equity funds managed by ArcLight Capital Partners LLC. The outlook on the portfolio is stable. Higher-than-estimated forced outages or higher operating or maintenance costs could adversely affect the outlook and ratings. Improved recovery prospects or material improvements in the risk profiles of several projects could result in an upgrade. Ratings List New Rating Great Point Power LLC $220 mil sr secd term loan BB+/Stable BB+(prelim)/Stable Recovery Rating 1 GEORGE RODOLFO PAGLIARO: Files Schedules of Assets & Liabilities ---------------------------------------------------------------- George Rodolfo Pagliaro and Pamela Jean Pagliaro have filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $16,000,290 B. Personal Property $34,354 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,411,287 E. Creditors Holding Unsecured Priority Claims $118,191 F. Creditors Holding Unsecured Non-priority Claims $378,353 ----------- ----------- TOTAL $16,034,644 $11,907,832 San Clemente, California-based George Rodolfo Pagliaro and Pamela Jean Pagliaro, dba Pagliaro Construction Inc., filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr. C.D. Calif. Case No. 10-15975). Vincent Renda, Esq., at Renda Law Offices PC, assists the Debtors in their restructuring efforts. The Debtors estimated their assets and debts at $10,000,001 to $50,000,000. GEORGE RODOLFO PAGLIARO: Taps Vincent Renda as General Counsel -------------------------------------------------------------- George Rodolfo Pagliaro, et al., have asked for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Vincent Renda as general counsel. Mr. Renda will, among other things: a. represent the Debtors before the Court and at all hearings on matters pertaining to its affairs, as debtors-in- possession, including prosecuting and defending litigated matters as they may arise during the Chapter 11 bankruptcy case; b. advise and assist the Debtors in the preparation and negotiation of a plan of reorganization with its creditors; c. prepare applications, answers, orders, reports, documents and other legal papers; and d. perform other legal services for the Debtor which may be desirable and necessary. Mr. Renda will be paid $245 per hour for his services, while his paralegals will be paid $125 per hour. Mr. Renda assures the Court that he is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. San Clemente, California-based George Rodolfo Pagliaro and Pamela Jean Pagliaro, dba Pagliaro Construction Inc., filed for Chapter 11 bankruptcy protection on May 5, 2010 (Bankr. C.D. Calif. Case No. 10-15975). The Debtors estimated their assets and debts at $10,000,001 to $50,000,000. GREENSHIFT CORP: Posts $2.9 Million Net Loss for March 31 Quarter ----------------------------------------------------------------- Greenshift Corporation filed its quarterly report on Form 10-Q, showing a net loss of $2.9 million on $1.2 million of revenues for the three months ended March 31, 2010, compared with a net loss of $12.0 million on $624,334 of revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $19.2 million in total assets and $42.6 million in total liabilities, for a stockholders' deficit of $65.6 million. The Company was unable to file its Form 10-Q on time. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6350 Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. Rosenberg Rich Baker Berman & Company expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficiency as of December 31, 2009. GREGORIO ALVAREZ: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Gregorio Alvarez Martha Leticia Alvarez P.O. Box 656 Vineburg, CA 95487 Bankruptcy Case No.: 10-11949 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Michael C. Fallon, Esq. Law Offices of Michael C. Fallon 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Scheduled Assets: $1,480,337 Scheduled Debts: $2,714,250 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-11949.pdf The petition was signed by Gregorio Alvarez and Martha Leticia Alvarez. HACIENDA GARDENS: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hacienda Gardens, LLC 21710 Stevens Creek Blvd., #200 Cupertino, CA 95014 Bankruptcy Case No.: 10-55423 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Charles Novack Debtor's Counsel: Robert G. Harris, Esq. E-mail: rob@bindermalter.com Roya Shakoori E-mail: roya@bindermalter.com Law Offices of Binder and Malter 2775 Park Ave. Santa Clara, CA 95050 Tel: (408) 295-1700 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Ken Tersini, managing member. Debtor's List of 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Biagini Properties, Inc. $125,875 SCQ Construction $61,257 AT&T $52,020 Giacalone Electrical $22,882 Services, Inc. Miller Morton Caillat & Nevis $11,803 Reed Associates $4,810 Diamond Glass Co. $4,042 MCG Architecture $3,398 United Soil Engineering, Inc. $2,800 Signawest Systems, Inc. $2,077 San Jose Awning $1,894 HP Inspections, Inc. $1,127 Morris Steel Company, Inc. $425 United Site Services, Inc. $409 M Construction $375 Mobile Modular Mgmt. Corp. $314 PG&E $63 SFO Color Graphics $19 Alhambra and Sierra Springs $11 HOTELS UNION: Taps Potter Anderson to Handle Reorganization Case ---------------------------------------------------------------- Hotels Union Square Mezz 1 LLC, and Hotels Union Square Mezz 2 LLC ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Potter Anderson & Corroon LLP as counsel. Potter Anderson will, among other things: -- take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; -- provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession as the Debtors move forward with the bankruptcy case; and -- negotiate, prepare and pursue a plan and disclosure statement and the approval of the same. Court documents did not disclose the compensation for Potter Anderson's services. Steven M. Yoder, Esq., assures the Court that Potter Anderson is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Yoder can be reached at: Potter Anderson & Corroon LLP Hercules Plaza 1313 North Market Street Wilmington, DE 19801 Tel: (302) 984-6107 Fax: (302) 778-6107 E-mail: syoder@potteranderson.com About Hotels Union Philadelphia, Pennsylvania-based Hotels Union owns the W New York Union Square hotel, located on Park Avenue South. Hotels Union is controlled by an affiliate of Lubert-Adler Real Estate Funds known as LEM. Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on March 23, 2010 (Bankr. D. Del. Case No. 10-10971). The company estimated its assets and debts at $50,000,001 to $100,000,000. Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. D. Del. Case No. 10-11001). The company estimated its assets and debts at $10,000,001 to $50,000,000. Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists the Debtors in their restructuring efforts. HOTELS UNION: Union Square Dismissal Plea Hearing Tomorrow ---------------------------------------------------------- Union Square Real Holdings Corporation asks the U.S. Bankruptcy Court for the District of Delaware to dismiss the Chapter 11 cases of Hotels Union Square Mezz 1 LLC, and Hotels Union Square Mezz 2 LLC. Union Square says that the Debtors' cases were filed in "bad faith." Union Square proposes that Hon. Kevin J. Carey consider the matter at a hearing on May 28, 2010, at 10:00 a.m. (E.T.) The hearing will be held at 824 Market Street, 5th Floor, Courtroom No. 5, Wilington, Delaware. As reported on Troubled Company Reporter on April 13, 2010, DekaBank Deutsche Girozentrale also earlier sought for the dismissal of the Debtors' case. About Hotels Union Philadelphia, Pennsylvania-based Hotels Union owns the W New York Union Square hotel, located on Park Avenue South. Hotels Union is controlled by an affiliate of Lubert-Adler Real Estate Funds known as LEM. Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on March 23, 2010 (Bankr. D. Del. Case No. 10-10971). The company estimated its assets and debts at $50,000,001 to $100,000,000. Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. D. Del. Case No. 10-11001). The company estimated its assets and debts at $10,000,001 to $50,000,000. Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists the Debtors in their restructuring efforts. HOTELS UNION: Section 341(a) Meeting Scheduled for June 18 ---------------------------------------------------------- Roberta A. DeAngelis, acting U.S. Trustee for Region 3, will convene a meeting of creditors in Hotels Union Square Mezz 1 LLC., et al.'s Chapter 11 cases on June 18, 2009, at 1:00 p.m. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Philadelphia, Pennsylvania-based Hotels Union owns the W New York Union Square hotel, located on Park Avenue South. Hotels Union is controlled by an affiliate of Lubert-Adler Real Estate Funds known as LEM. Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on March 23, 2010 (Bankr. D. Del. Case No. 10-10971). The company estimated its assets and debts at $50,000,001 to $100,000,000. Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. D. Del. Case No. 10-11001). The company estimated its assets and debts at $10,000,001 to $50,000,000. Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists the Debtors in their restructuring efforts. IMAX CORP: Amends Employment Contract With CFO Sparacio ------------------------------------------------------- IMAX Corporation amended the employment agreement of Joseph Sparacio, the company's Executive Vice President & Chief Financial Officer, which extended his employment term for two years through May 14, 2012. The amendment provided for an annual salary of $385,000, effective May 14, 2010, and an annual salary of $400,000, effective May 14, 2011. The restrictive covenants of Mr. Sparacio's existing employment agreements, including non-competition provisions, as well as other provisions not modified by the amendment, remain in force. Mr. Sparacio's previous employment agreement expired as of May 14, 2010. About IMAX Corp. IMAX Corp. -- http://www.imax.com/-- together with its wholly owned subsidiaries, is an entertainment technology company specializing in motion picture technologies and large-format film presentations. Its principal business is the design and manufacture of large-format digital and film-based theater systems, sale or lease of such systems, and the conversion of two-dimensional (2D) and three-dimensional (3D) Hollywood feature films for exhibition on such systems worldwide. At September 30, 2009, the Company had $308,965,000 in total assets against $268,730,000 in total liabilities. As of June 30, 2009, the Company had $270,400,000 in total assets and $288,500,000 in total liabilities, resulting in $18,100,000 in stockholders' deficit. * * * As reported by the Troubled Company Reporter on November 23, 2009, Standard & Poor's Ratings Services raised its ratings on IMAX Corp. S&P raised its corporate credit rating on the company to 'B-' from 'CCC+'. The rating outlook is stable. INDUSTRIAL ENTERPRISES: 2 Former Execs. Charged With $60MM Fraud ---------------------------------------------------------------- Basil Katz at Reuters reports that John Mazzuto and James Marguiles, two former chief executives of Industrial Enterprises of America Inc., have been arrested and charged with siphoning $60 million from the company. Messrs. Mazzuto and Marguiles are accused of issuing company stock to friends and affiliates entities, and pumping up the stock price, Reuters says. The scheme allegedly ran from 2004 to 2008. Pittsburgh, Pennsylvania-based Industrial Enterprises of America, Inc. filed for Chapter 11 protection on May 1, 2009, (Bankr. D. Del. Case No. 09-11508). Five of its affiliates also filed voluntary Chapter 11 petitions between April 30 and May 6, 2009. Pace Reich, Esq., represents the Debtors in their restructuring efforts. In its petition, Industrial Enterprises listed total assets of $50,476,697 and total debts of $17,853,997. JAIMELEE LAWLER: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: JaimeLee Lawler 3047 N. Kashmir Mesa, AZ 85215 Bankruptcy Case No.: 10-16104 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Brian N. Spector, Esq. Jennings Strouss & Salmon, PLC The Collier Center, 11th Flr. 201 E. Washington St. Phoenix, AZ 85004-2385 Tel: (602) 262-5977 Fax: (602) 495-2654 E-mail: bspector@jsslaw.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 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-16104.pdf The petition was signed by JaimeLee Lawler. KEITH BLACKMON: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Keith Allen Blackmon Lana Lorraine Blackmon 102 Nottoway Blvd Dothan, AL 36303 Bankruptcy Case No.: 10-10954 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Middle District of Alabama (Dothan) Judge: Dwight H. Williams Jr. Debtor's Counsel: Cameron-RRL A. Metcalf, Esq. Espy, Metcalf & Espy, P.C. P.O. Drawer 6504 Dothan, AL 36302 Tel: (334) 793-6288 E-mail: cam@espymetcalf.com Scheduled Assets: $1,514,737 Scheduled Liabilities: $1,518,320 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/almb10-10954.pdf The petition was signed by Keith Allen Blackmon and Lana Lorraine Blackmon. LEHMAN BROTHERS: Judge Allows $5.2-Bil. Archstone Restructuring --------------------------------------------------------------- A judge has allowed Lehman Brothers Holdings Inc. to enter into a $5.2 billion restructuring deal for struggling apartment investment firm Archstone-Smith Trust, in which Lehman acquired a stake through a 2007 leveraged buyout, according to Bankruptcy Law360. Law360 says Judge James Peck granted Lehman's request regarding the proposal on Tuesday in the U.S. Bankruptcy Court for the Southern District of New York, cautioning the parties against making any changes. 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) LYONDELL CHEMICAL: Has Deal Resolving ConocoPhillips' Claims ------------------------------------------------------------ Reorganized Debtor Basell USA Inc. and ConocoPhillips Company entered into an agreement whereby Basell agreed to purchase all of the polypropylene production from ConocoPhillips' plant in Linden, New Jersey from January 1, 2008 to December 13, 2010. LyondellBasell Industries AF S.C.A. executed a guaranty in favor of ConocoPhillips of Basell's purchase obligations under the Sales Agreement. In January 2009, Basell paid ConocoPhillips $36,138,540 for polypropylene purchases in October 2008 -- the January Payment. As of the Petition Date, Basell owed ConocoPhillips for purchases of polypropylene under the Sales Agreement during November and December 2008 and from January 1, 2009, through the Petition Date. ConocoPhillips filed Claim No. 4396 against Houston Refining LP for $1,168. ConocoPhillips also asserted Claim No. 4397 for $6,414 against Equistar Chemicals, LP. ConocoPhillips filed Claim No. 4398 against Lyondell Chemical Company for $190,653. ConocoPhillips filed Claim No. 4398 against Lyondell for $190,653. ConocoPhillips filed Claim No. 4399 against LBI for $40,030,730 for Basell's prepetition obligations under the Sales Agreement and a claim for $906,322 for attorney's fees incurred to enforce the Guaranty. ConocoPhillips filed Claim No. 4400 against Basell for $39,124,407 on Basell's prepetition obligations under the Sales Agreement. In July 2009, ConocoPhillips and Basell entered into a postpetition amendment of the Sales Agreement -- the "July Agreement" -- requiring Basell to seek authorization to reject the Sales Agreement, and amending certain provisions of the Sales Agreement with respect to 2009. The Court authorized Basell's rejection of the Sales Agreement effective as of December 31, 2009. ConocoPhillips filed Claim No. 279487, amending and superseding Claim No. 4398. The Court disallowed and expunged Claim No. 4398 as having been amended and superseded by Claim No. 279487. ConocoPhillips filed Claim No. 279710, amending and superseding Claim No. 4400, and asserting claims against Basell for $75,425,283 on account of Basell's prepetition obligations under the Sales Agreement. ConocoPhillips filed Claim No. 279711 against LBI for $76,331,606. The Court disallowed and expunged Claim Nos. 4399 and 4400 as having been amended and superseded by Claims 279710 and 279711. ConocoPhillips filed its Motion to Exercise Recoupment Rights. The Reorganized Debtors have asserted or could assert various defenses or objections to the Prepetition Claims and the Recoupment Motion. Against this backdrop, the Reorganized Debtors and ConocoPhillips entered into a Court-approved stipulation to resolve all issues between them, including those relating to the Prepetition Claims, the Debtors' Claims, the January Payment, the Sales Agreement, the July Agreement, and the Recoupment Motion. Specifically: (1) ConocoPhillips waives, releases and discharges: (i) each of the Prepetition Claims; and (ii) any and all claims against the Reorganized Debtors arising from any and all transactions between ConocoPhillips and the Debtors, including the Sales Agreement, the Guaranty, the July Agreement, and the Recoupment Motion, and including any claims for attorney's fees. (2) The Reorganized Debtors waive, release and discharge: (i) each of the Debtors' Claims; and (ii) any and all claims against ConocoPhillips arising from any and all transactions between ConocoPhillips and the Debtors, including the Prepetition Claims, the Sales Agreement, the Guaranty, the January Payment, the Attachment, the July Agreement, and the Recoupment Motion, and including any claims for attorney's fees. (3) All of ConocoPhillips' and Basell's rights under the Sales Agreement will survive until: (i) the expiration of the term in the Sales Agreement for the post-termination survival of that right; or (ii) June 30, 2010. (4) Nothing in the Parties' Stipulation will affect, impair, or be determinative of any of the Parties' rights or defenses with respect to Claim Nos. 4452, 4453, 4454, 5270, 6301, 7068 and 7986. (5) The Parties agreed to the withdrawal of these documents: ConocoPhillips' objection to LBI's Motion to Apply Orders; Recoupment Motion; and each of the Prepetition Claims. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Parent Reports $10,000,000 Income for Q1 ----------------------------------------------------------- LyondellBasell Industries AF S.C.A made available in its Web site on May 21, 2010, a copy of its financial results for the quarter ended March 31, 2010. LyondellBasell had operating income of $367 million in the first quarter 2010 compared to operating income of $141 million in the first quarter 2009. The increase reflected higher sales volumes and product margins due to stronger global market conditions in the first quarter 2010 compared to the first quarter 2009. LyondellBasell had income related to reorganization items of $207 million in the first quarter 2010 compared to expense related to $948 million of reorganization items in the first quarter 2009. Reorganization items in 2010 included a $185 million adjustment primarily related to rejected contracts, a $136 million reduction of environmental remediation liabilities and a net $1 million contract settlement, partially offset by $81 million of professional fees, damages related to the rejection of executory contracts of $25 million and plant closure cost of $9 million. Reorganization items in 2009 included charges to write off the carrying value of assets of $612 million related to the shutdown of the olefins plant at Chocolate Bayou, Texas and $50 million related to the long-term idling of the ethylene glycol facility in Beaumont, Texas; severance charges of $139 million; professional fees of $62 million; and a $30 million charge for the write off deferred debt issuance costs related to the senior notes due 2015. In addition, LyondellBasell has an income of $10 million from continuing operations in the first quarter 2010 compared to a loss of $1,012 million from continuing operations in the first quarter of 2009. Lyondell had also a loss from discontinued operations of $4 million in the first quarter 2009 related to the TDI business sold in September 2008. A full-text copy of LyondellBasell's First Quarter 2010 Results is available for free at: http://ResearchArchives.com/t/s?62ce LyondellBasell Industries AF S.C.A Consolidated Balance Sheets As of March 31, 2010 Assets Current assets: Cash and cash equivalents $537,000,000 Short-term investments 2,000,000 Accounts receivable: Trade, net 3,413,000,000 Related parties 229,000,000 Inventories 3,590,000,000 Prepaid expenses and other current assets 946,000,000 ---------------- Total current assets 8,717,000,000 Property, plant and equipment, net 14,687,000,000 Investments and long-term receivables: Investment in PO joint ventures 880,000,000 Equity investments 1,125,000,000 Other investments and long-term receivables 90,000,000 Intangible assets, net 1,748,000,000 Other assets 338,000,000 ---------------- Total assets $27,585,000,000 ================ Liabilities and Equity Liabilities not subject to compromise: Current liabilities: Current maturities of long-term debt $487,000,000 Short-term debt 6,675,000,000 Accounts payable: Trade 1,694,000,000 Related parties 519,000,000 Accrued liabilities 1,220,000,000 Deferred income taxes 163,000,000 ---------------- Total current liabilities 10,758,000,000 Long-term debt 304,000,000 Other liabilities 1,317,000,000 Deferred income taxes 2,012,000,000 Commitments and contingencies - Liabilities subject to compromise 22,058,000,000 Stockholders' equity: Common stock 60,000,000 Additional paid-in capital 563,000,000 Retained deficit (9,303,000,000) Accumulated other comprehensive loss (295,000,000) ---------------- LBI's share of stockholders deficit (8,975,000,000) Non-controlling interests 111,000,000 ---------------- Total deficit (8,864,000,000) ---------------- Total liabilities and equity $27,585,000,000 ================ LyondellBasell Industries AF S.C.A. Unaudited Consolidated Statements of Income For Three Months Ended March 31, 2010 Sales and other operating revenues: Trade $9,606,000,000 Related parties 149,000,000 ---------------- 9,755,000,000 Operating costs and expenses: Cost of sales 9,130,000,000 Selling, general and administrative expenses 217,000,000 Research and development expenses 41,000,000 ---------------- 9,388,000,000 ---------------- Operating income 367,000,000 Interest expense (411,000,000) Interest income 2,000,000 Other income (expense), net (198,000,000) ---------------- Loss from continuing operations before equity investments, reorganization items and income taxes (240,000,000) Income (loss) from equity investments 55,000,000 Reorganization items 207,000,000 ---------------- Income (loss) from continuing operations before income taxes 22,000,000 Provision for (benefit from) income taxes 12,000,000 ---------------- Income (loss) from continuing operations 10,000,000 Loss from discontinued operations, net of tax - ---------------- NET INCOME (LOSS) $10,000,000 ================ LyondellBasell Industries AF S.C.A. Consolidated Statements of Cash Flow For Three Months Ended March 31, 2010 Cash flows from operating activities: Net income (loss) $10,000,000 (Income) loss from discontinued operations, net of tax - Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - continuing operations: Depreciation and amortization 424,000,000 Amortization of debt-related costs 106,000,000 Inventory valuation adjustment - Equity investments - Equity (income) loss (55,000,000) Distributions of earnings 13,000,000 Deferred income taxes (15,000,000) Reorganization items (207,000,000) Reorganization-related payments (87,000,000) Unrealized foreign currency exchange gains 202,000,000 Changes in assets and liabilities that provided (used) cash: Accounts receivable (480,000,000) Inventories (384,000,000) Accounts payable 122,000,000 Repayment of accounts receivable securitization facility - Accrued interest 7,000,000 Prepaid expenses and other current assets 158,000,000 Other, net (187,000,000) ---------------- Net cash used in operating activities - continuing operations (373,000,000) Net cash used in operating activities - discontinued operations - ---------------- Net cash used in operating activities (373,000,000) ---------------- Cash flows from investing activities: Expenditures for property, plant and equipment (139,000,000) Proceeds from insurance claims - Advances and contributions to affiliates - Proceeds from disposal of assets - Short-term investments 12,000,000 Other - ---------------- Net cash used in investing activities (127,000,000) ---------------- Cash flows from financing activities: Proceeds from issuance of DIP term loan facility - Proceeds from note payable - Repayment of note payable - Repayment of DIP term loan facility (3,000,000) Net borrowings under DIP revolving credit facility 525,000,000 Net repayments under prepetition revolving credit facilities - Net repayments on revolving credit facilities (3,000,000) Proceeds from short-term debt 8,000,000 Repayments of short-term debt (9,000,000) Repayments of long-term debt (9,000,000) Payments of debt issuance costs (13,000,000) Other, net (6,000,000) ---------------- Net cash provided by financing activities 490,000,000 ---------------- Effect of exchange rate changes on cash (11,000,000) ---------------- Decrease in cash and cash equivalents (21,000,000) Cash and cash equivalents at beginning of period 558,000,000 ---------------- Cash and cash equivalents at end of period $537,000,000 ================ LyondellBasell also made available a copy of slides presented during a May 7, 2010 conference call discussing results for the quarter ended March 31, 2010. LyondellBasell Chief Executive Officer Jim Gallogly said Reorganized LyondellBasell has a new balanced capital structure with $4.4 billion in net debt with 29% net debt and 71% in equity; has about $3.6 billion of liquidity; and expanded its fixed cost reductions totaling $1 billion since 2008. Legal and environmental liabilities largely expunged during Chapter 11, he added. Mr. Gallogly said Reorganized LyondellBasell has a $640 million in EBITDAR for the first quarter. Reorganized LyondellBasell also recorded strong North American ethylene and intermediates & derivatives results. Reorganized LyondellBasell also has improving refining margins and results for the month of March represent nearly half of quarterly EBITDAR, he continued. Mr. Gallogly said the strength in North American olefins is supply driven for the first quarter. Demand in durable-goods-driven products like propylene oxide and polypropylene compounds also increased in the first quarter. There was also widening refining spreads in the U.S. at end of the first quarter. Reorganized LyondellBasell also had strong internal production for the first quarter, he added. For its near-term outlook, Reorganized LyondellBasell expects moderation of North American olefin results. Reorganized LyondellBasell anticipates heavy crude discount to continue. More importantly, Reorganized Lyondell expects lower interest expense and other accounting impacts after Chapter 11 emergence, Mr. Gallogly disclosed. Reorganized LyondellBasell also prepared a presentation for investors for the month of May 2010, elaborating on its products and business segments. Full-text copies of the 1st Quarter Earnings slides and the investor presentation are available for free at: http://ResearchArchives.com/t/s?61c4 http://ResearchArchives.com/t/s?61c5 About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Stipulation Allowing Broadpoint Transaction Fee ------------------------------------------------------------------ The Bank of New York Mellon and Bank of New York Mellon Trust Company retained Broadpoint Gleacher Securities Group, Inc., as its financial advisor in connection with the Debtors' Chapter 11 cases. Pursuant to the Final DIP Order, BoNY will receive, as a component of its adequate protection package, payment of the reasonable fees and expenses of its counsel and financial advisor, provided that the Debtors will be permitted to pay the transaction fee, success fee or bonus to a financial advisor only after entry of an order of the Court approving the fee. BoNY is indenture trustee for notes aggregating (a) $100 million issued by Lyondell Chemical Company, as predecessor-in-interest of ARCO Chemical Company, and (b) $225 million issued by Equistar Chemicals, LP. The engagement letter with Broadpoint provides, among others, that the firm is entitled to a transaction fee equal to the lesser of (i) $1,250,000 and (ii) 30 basis points of the face amount of the Notes upon the consummation by the Debtors of a Chapter 11 plan of reorganization. The Debtors previously completed all actions necessary to consummate their Third Amended Joint Plan of Reorganization effective April 30, 2010. As a result, BoNY believes that Broadpoint is entitled to payment of the Transaction Fee for $1,250,000 pursuant to the Engagement Letter. The Reorganized Debtors have also acknowledged that the Transaction Fee is reasonable under the circumstances. The Official Committee of Unsecured Creditors also does not object to the payment of the Transaction Fee. Accordingly, BoNY and the Reorganized Debtors entered into a Court-approved stipulation, agreeing that the Transaction Fee is reasonable under the circumstances. Lyondell Chemical Company is thus authorized and directed to pay the Transaction Fee to Broadpoint. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MEDIACOM COMMUNICATIONS: Fitch Lifts Issuer Default Rating to 'B+' ------------------------------------------------------------------ Fitch Ratings has upgraded the Issuer Default Rating for Mediacom Communications Corporation and its wholly owned subsidiaries Mediacom LLC (LLC) and Mediacom Broadband LLC to 'B+' from 'B'. Additionally, Fitch has assigned a 'BB+/RR1' rating to the $250 million senior secured incremental term loan (Term Loan E) entered into by the operating subsidiaries (listed at the end of this release) of LLC. Fitch has also assigned a 'BB+/RR1' rating to the $600 million incremental term loan (Term Loan F) entered into by the operating subsidiaries of Broadband. The ratings assigned to specific debt issues have also been upgraded and are listed at the end of this release. The Rating Outlook is Stable. Approximately $3.4 billion of debt outstanding as of March 31, 2010, is affected by Fitch's actions. The upgrade reflects the continued strengthening of Mediacom's credit profile and Fitch's view that after generating nearly $100 million of free cash flow during the latest 12-month period ended March 31, 2010, the company is soundly positioned to generate sustainable free cash flow during the ratings horizon. An operating profile characterized by modest revenue growth, stable EBITDA margins and declining capital intensity combined with minimal scheduled debt reduction is expected to lead to increased levels of free cash flow generation, lower leverage to below 6 times and improve overall financial flexibility. Overall, Fitch's ratings for Mediacom incorporate the company's relatively stable operating profile considering the competitive operating environment in addition to weak housing and high unemployment trends. While Mediacom's service penetration levels and ARPU profile continue to trail industry leaders as well as comparable rural orientated cable operators, Fitch acknowledges potential growth and operating profile enhancements that can be captured by increasing service penetration levels. The ratings are also supported by Mediacom's strong liquidity position and favorable scheduled maturity profile. After giving effect to the new term loans, Mediacom has an aggregate of $734.5 million of revolving credit commitments with no outstanding balance. The company will have available borrowing capacity, net of $19.5 million of letters of credit totaling $715 million. Ample borrowing capacity from Mediacom's subsidiary credit facilities coupled with Fitch's expectation that Mediacom will continue to generate positive free cash flow provide Mediacom sufficient financial flexibility to satisfy the company's liquidity requirements, which include $17 million of scheduled amortization during the balance of 2010, $26 million of amortization during 2011 through 2014. Rating concerns center on the company's high leverage relative to its peer group and other larger cable MSOs, the company's ability to maintain its competitive position relative to the threat posed by the direct broadcast satellite operators and the limited fiber- to-the-node build by Qwest Communications International, Inc., maintaining an appropriate balance between subscriber unit growth, promotional discounting and generating free cash flow and growing retail revenues beyond the company's core 'Triple Play' service offering. Fitch points out that event risks, related to how Mediacom intends to use borrowing capacity existing on the company's revolvers and free cash flow generation, are elevated within Mediacom's overall credit profile. From Fitch's perspective, the new financing is a modest positive for Mediacom's overall liquidity position and will not have a material effect on the company's overall capital structure or credit profile. Mediacom's leverage, pro forma for the new financing, increases nominally to 6.24 times from 6.16x as of March 31, 2010. The larger impact will be to Mediacom's maturity schedule and availability under its subsidiary revolving credit facilities. As of March 31, 2010, Mediacom had aggregate revolver commitments totaling $830.3 million with $494.5 million available to borrow. All commitments as of March 31, 2010 were scheduled to expire by December 2012. After giving effect to the new financings, the company has an aggregate of $734.5 million of revolving credit commitments with no outstanding balance. The company will have available borrowing capacity, net of $19.5 million of letters of credit totaling $715 million. Again after giving effect to the new financing, Mediacom has staggered its revolving credit facility commitments with $79 million expiring on September 2011, $430.3 million on December 2012, and $225.2 million expiring Deccember 2014. The proceeds from Term Loan E and Term Loan F were used to refinance existing term loans and to term-out existing revolver borrowings. Concurrent with the new financing, the operating subsidiaries of LLC entered into an amendment to their existing credit facility reducing the size of the revolver commitment to $304.2 million from $400 million while extending the commitment termination date with respect to $225.2 million of revolver commitment to Dec. 31, 2014 from Sept. 30, 2011. The remaining $79 million of revolver commitment is due to expire on Sept. 30, 2011. Total debt outstanding as of March 31, 2010, declined $10 million relative to year end 2009 to approximately $3.35 billion. Mediacom's improved operating profile, as evidenced by strong EBITDA growth and margin expansion since 2007, while holding debt levels relatively constant and generating positive free cash flow, has strengthened the company's credit profile and credit protection metrics. On an LTM basis, Mediacom's leverage was 6.16x as of March 31, 2010 (6.24x adjusted for the new financing), marking the steady improvement since year-end 2007 when leverage was 6.95x. Going forward Fitch expects that modest improvements to Mediacom's operating profile will likely lead to a continued gradual strengthening of the company's credit profile. Fitch anticipates that Mediacom's leverage will approximate 6.0x by year-end 2010 and improve to 5.7x by the end of 2011 while continuing to generate positive free cash flow during this timeframe. The Stable Outlook incorporates Fitch's expectation that Mediacom's credit profile will continue to improve, albeit at as slow pace, during the current ratings horizon driven by relatively steady operating metrics, declining capital intensity and modestly growing free cash flow. Negative rating actions would likely be driven by but not limited to leveraging shareholder-friendly or merger and acquisition activities, or a persistent weakening of the company's operating profile and competitive position. Fitch has upgraded these ratings with a Stable Outlook: Mediacom Communications Corporation -- IDR to 'B+' from 'B'. Mediacom Broadband LLC -- IDR to 'B+' from 'B'; -- Senior unsecured to 'B/RR5' from 'B-/RR5'. Mediacom LLC -- IDR to 'B+' from 'B'; -- Senior unsecured to 'B/RR5' from 'B-/RR5'. Mediacom Illinois LLC Mediacom Arizona LLC Mediacom Indiana LLC Mediacom California LLC Mediacom Minnesota LLC Mediacom Delaware LLC Mediacom Wisconsin LLC Mediacom Southeast LLC Mediacom Iowa LLC Zylstra Communications Corporation -- IDR to 'B+' from 'B'; -- Senior secured to 'BB+/RR1' from 'BB/RR1'. MCC Georgia, LLC MCC Illinois, LLC MCC Iowa, LLC MCC Missouri, LLC -- IDR to 'B+' from 'B'; -- Senior secured to 'BB+/RR1' from 'BB/RR1'. Fitch has assigned these new ratings with a Stable Outlook: Mediacom Illinois LLC Mediacom Arizona LLC Mediacom Indiana LLC Mediacom California LLC Mediacom Minnesota LLC Mediacom Delaware LLC Mediacom Wisconsin LLC Mediacom Southeast LLC Mediacom Iowa LLC Zylstra Communications Corporation -- Senior secured term loan E 'BB+/RR1'. MCC Georgia, LLC MCC Illinois, LLC MCC Iowa, LLC MCC Missouri, LLC -- Senior secured term loan F 'BB+/RR1'. MPG OFFICE: Posts $25 Million Net Income for March 31 Quarter ------------------------------------------------------------- MPG Office Trust Inc. fka Maguire Properties Inc. filed its quarterly report on Form 10-Q, reporting net earnings of $25.9 million on $111.5 million of total revenue for the three months ended March 31, 2010, compared with a net loss of $56.6 million on $113.6 million of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $3.5 billion in total assets and $4.3 billion in total liabilities, for a total stockholders' deficit of $830.5 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6354 About Maguire Properties, Inc. Maguire Properties, Inc. (NYSE: MPG) -- http://www.maguireproperties.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. Maguire Properties, Inc. is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. MONDRIAN TTL: Gets Court's Interim Nod to Use Cash Collateral ------------------------------------------------------------- Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., sought and obtained interim authorization from the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona to use the cash collateral securing their obligation to their prepetition lenders. Mondrian's principal secured debt is in the amount of $62,675,000, collateralized by a first priority security interest in the Apartment Building. The original lender was KeyBank and TPG (Grigio) Note Acquisition, LLC ("Picerne"). The Senior Note matured in March 2009. KeyBank didn't issue a default notice. Mondrian and KeyBank entered into a forbearance agreement that expired in March 2010, although payments continue to be made as provided by the forbearance agreement. Mondrian has tried to refinance the Senior Note, but in light of the constraints of the current capital markets, has not succeeded in that effort. Under the forbearance agreement with KeyBank, as later amended, tenant rent payments have been made directly to a controlled account at KeyBank, and related income and tenant payments by manual checks were deposited into the same account. By the 15th of each month, Mondrian submitted a list of its proposed expenditures with supporting documents to KeyBank. The rental and related income was used to pay, in: (1) monthly reserves for estimated tax/CFD, GPLET and insurance payments, (2) operation and maintenance expenses, (3) reimbursement to KeyBank for any costs and expenses incurred in connection with the forbearance agreement, (4) interest on the $675,000 KeyBank advance and the $62 million construction loan, and (5) the balance directed to an escrow account at KeyBank for City of Tempe deferred water and sewer assessments estimated at $1.9 million. Any excess would be used to pay the principal amount of the Senior Note. The Debtors asked the Court to compel KeyBank to release estate funds from Debtor's prepetition deposit accounts for deposit into Debtor's insured debtor-in-possession account, including the segregated tenant security deposit funds. In exchange for using the cash collateral, Mondrian is willing to continue paying interest at the non-default rate, as it has for some time, to Picerne as the successor to KeyBank. Mondrian is also willing to grant a replacement lien to Picerne in the same assets, to the same extent and in the same priority as the lender had before the bankruptcy filing. Mondrian proposes to continue its prepetition treatment of the City of Tempe's secured claim as well, with a second priority replacement lien in the same assets, to the same extent and in the same priority as the City had before the bankruptcy filing. While the cash flow has not been sufficient to pay interest on the City's claim, use of tenant income to operate and maintain the property provides adequate protection to the City until a transaction under a plan can be effected to pay the City along with other Mondrian creditors. Susan M. Freeman, Esq., at Lewis And Roca LLP, 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 will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/MONDRIAN_TTL_budget.pdf TPG (Grigio) Note Acquisition, LLC, successor-in-interest to KeyBank and the Debtor's senior secured lender, filed an objection to the Debtor's request to use cash collateral, saying that, among others, TPG isn't adequately protected. The Court has set a final hearing for May 27, 2010, at 1:30 p.m. on the Debtor's request to use cash collateral. About Mondrian TTL Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe Town Lake, owns the leasehold interest in an apartment complex known as Grigio Tempe Town Lakes, in Tempe, Arizona, and is affiliated with multiple entities owned by Bruce Gray or entities he controls. The Company filed for Chapter 11 bankruptcy protection on May 9, 2010 (Bankr. D. Ariz. Case No. 10-14140). Susan M. Freeman, Esq., at Lewis and Roca, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. MONDRIAN TTL: Taps Lewis and Roca as Bankruptcy Counsel ------------------------------------------------------- Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., have asked authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Lewis and Roca LLP as bankruptcy counsel. Lewis and Roca will, among other things: a. represent the Debtors in connection with all appearances; b. prepare applications, motions, answers, orders and other documents; c. prepare a plan and disclosure statement and handle matters and court hearings related thereto; and d. represent the Debtors in connection with the hearing on confirmation and related matters. The Debtors and Lewis and Roca didn't disclose how Lewis and Roca will be compensated for its services. To the best of the Debtors' knowledge, Lewis and Roca is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe Town Lake, filed for Chapter 11 bankruptcy protection on May 9, 2010 (Bankr. D. Ariz. Case No. 10-14140). The Company estimated its assets and debts at $50,000,001 to $100,000,000. MONDRIAN TTL: Wants Filing of Schedules Extended Until June 1 ------------------------------------------------------------- Mondrian TTL, L.L.C., and Grigio TTL, L.L.C., have asked the U.S. Bankruptcy Court for the District of Arizona to extend the deadline for the filing of schedules of assets and liabilities and statement of financial affairs for an additional 10 days until June 1, 2010. The current deadline for the schedules and statement is May 24, 2010. The schedules and statement are being prepared, but the Debtors need additional time to compile the information needed to complete the schedules and statement. To prepare the schedules and statement in these cases, Debtors must gather information from books, records and documents, which is a particularly complex undertaking. Phoenix, Arizona-based Mondrian TTL, L.L.C., dba Mondrian Tempe Town Lake, filed for Chapter 11 bankruptcy protection on May 9, 2010 (Bankr. D. Ariz. Case No. 10-14140). Susan M. Freeman, Esq., at Lewis and Roca, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. MXENERGY HOLDINGS: Posts $5.2 Million Net Income for March 31 Qtr ----------------------------------------------------------------- MXenergy Holdings Inc. filed its quarterly report on Form 10-Q, disclosing net income of $5.2 million on $233.6 million of sales of natural gas and electricity for the three months ended March 31, 2010, compared with net income of $9.3 million on $305.1 million sales during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $221.4 million in total assets and $134.1 million in total liabilities, for a $87.3 million total stockholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?634a About MXenergy MXenergy Holdings Inc. was founded in 1999 as a retail energy marketer. The two principal operating subsidiaries of Holdings are MXenergy Inc. and MXenergy Electric Inc. which are engaged in the marketing and supply of natural gas and electricity, respectively. Holdings and its subsidiaries operate in 39 market areas located in 14 states in the United States and in two Canadian provinces. At Dec. 31, 2009, the Company's assets were at $222.96 million, and debts were at $142.01 million, resulting to a $80.95 million stockholders' equity for Dec. 31, 2009. Mxenergy carries Caa3 long term corporate family and Ca/LD probability of default ratings from Moody's Investors Service. NEW YORK CHOCOLATE: Wins Nod for $1.44-Mil. of DIP Financing ------------------------------------------------------------ The New York Chocolate & Confections Company disclosed the following events in its pending Chapter 11 case. On May 12, 2010, the United States Bankruptcy Court for the Northern District of New York (Syracuse Division) entered a final order approving the Company's request to obtain up to $1.44 million of post-petition financing, which was made available by the Company's sole shareholder. The Company believes that the post-petition financing will provide it with the liquidity necessary to support its operations while in Chapter 11 and effectuate a sale of its assets in a manner that will help achieve the goal of maximizing the value of the Company's assets. On May 26, 2010, the Bankruptcy Court entered an order establishing certain procedures relating to the sale of substantially all of the Company's assets. Pursuant to the Bidding Procedures Order, parties wishing to make a bid for all or any portion of the Company's assets must submit a "Qualified Bid"on or before June 28, 2010, at 5:00 p.m. (EST). An auction and hearing to approve any sale of the Company's assets to the highest and/or best bidder(s) will be held on June 30, 2010, at 10:00 a.m. (EST), at the United States Bankruptcy Court, Northern District of New York, Syracuse Office, James M. Hanley Federal Building and Courthouse, 100 South Clinton Street, Syracuse, New York 13261. On May 26, 2010, the Bankruptcy Court entered a second order approving certain procedures for the sale of non-core, de minimis assets with a gross value equal to or less than $50,000 per transaction to a single buyer or group of related buyers (the "De Minimis Asset Sale Order"). Anyone wishing to receive more information regarding a possible acquisition of the Company's assets or to receive a copy of the Bidding Procedures Order or the De Minimis Asset Sale Order should contact the Company's Chief Restructuring Officer at the number below. About New York Chocolate The New York Chocolate and Confections Co. operates in the former Nestle chocolate plant in Fulton. New York Chocolate filed for Chapter 11 on April 14, 2010 (Bankr. N.D. N.Y. Case No. 10-30963). Geoffrey Raicht, Esq., at McDermott Will & Emery, LLP, represents the Debtor in its Chapter 11 effort. The petition said that assets total $1,000,001 to $10,000,000 while debts range from $500,001 to $1,000,000. NEW YORK STATE ELECTRIC: Moody's Puts Ba1 Preferred Stock Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Iberdrola USA's Baa3 Bank Credit Facility rating and stable outlook and affirmed the ratings and stable rating outlooks of each of IUSA's rated utility subsidiaries, which include New York State Electric & Gas Corporation (NYSEG; senior unsecured at Baa2); Rochester Gas & Electric Corporation (RG&E; issuer rating at Baa2); Central Maine Power Company (CMP; senior unsecured at Baa1); Connecticut Natural Gas Company (CNG; senior unsecured at Baa1); Southern Connecticut Gas Company (SCG; Issuer Rating at Baa2); and Berkshire Gas Company (BGC; Issuer Rating at Baa2). The affirmation of these ratings follows the announcement that UIL Holdings Corporation (UIL; Issuer Rating Baa3; stable outlook) entered into a definitive agreement with IUSA, a subsidiary of Iberdrola S.A. (senior unsecured A3; stable outlook) to acquire SCG, CNG, and BGC for a purchase price of $1.296 billion, including the assumption of approximately $411 million of net debt. Subject to requisite approvals from the Connecticut Department of Public Utility Control (DPUC), the Massachusetts Department of Public Utilities, and Hart-Scott-Rodino Act approval, SCG, CNG, and BGC would become utility subsidiaries of UIL. "The affirmation of ratings considers Moody's view that the lost revenue, earnings, and cash flow from former LDC operations would be balanced by the reduction of approximately $411 million of LDC net debt and the receipt of approximately $900 million of gross cash proceeds from sale of these LDCs", said Moody's Vice President, Kevin Rose. "The affirmation of ratings also assumes that after-tax proceeds from the sale of the LDCs will likely be redeployed in credit supportive ways, including possible repayment of debt within the IUSA family and/or funding for capital expenditures at the remaining IUSA subsidiaries", Rose added. Capital expenditure needs are especially present at CMP, where significant transmission-related projects are being pursued. From a credit perspective, reducing debt within the IUSA family or using cash proceeds for utility capital expenditures should lessen the pressure for subsidiary dividends to IUSA and lower external financing requirements. Moody's also believe that the transaction may eliminate the uncertainty associated with certain Connecticut court proceedings as well as any concerns over recent challenges with the DPUC. While Connecticut and Massachusetts regulatory approval is required for the deal to close, the purchase agreement is not subject to shareholder approval. Moody's understand that management at UIL and IIUSA are hopeful for a fairly benign regulatory approval process that would allow for the transaction to close by the first quarter of 2011; however, Moody's note that it is not uncommon for regulatory approvals of this nature to be associated with various conditions that could lengthen or complicate the process. It is also possible that approvals in Connecticut could be influenced by pending state court challenges by IUSA related to recent rate case decisions for SCG and CNG. Moody's will monitor the regulatory approval process to be sure there are no material changes to existing terms and conditions of the purchase agreement. Such changes, although not considered likely at this stage, could cause us to revisit this action. Moody's will also further explore IUSA's plans post divestiture, with the goal of understanding the specific use of proceeds and the timing for such application. If asset sales proceeds are deployed in a manner that is not credit supportive, Moody's cannot rule out the possibility that rating adjustments may become necessary. Meanwhile, Moody's notes that the stable rating outlooks for IUSA and its regulated utilities assumes a reasonable degree of regulatory support will be provided in pending and future proceedings, while management follows a fairly conservative and flexible financing strategy and dividend policy. The outlooks also take into account that the New York utilities have ring- fencing mechanisms in place, including those that limit dividends they can pay under certain circumstances. The last rating action taken on CMP and RG&E occurred on August 3, 2009, when CMP's senior secured debt rating was upgraded to A2 from A3 and RG&E's senior secured debt rating was upgraded to A3 from Baa1 and stable rating outlooks were maintained for both companies as part of Moody's decision to widen the notching of ratings for senior secured and senior unsecured debt of most regulated utilities. The last rating action taken on SCG occurred on August 5, 2009, when a Baa2 Issuer Rating was assigned and the stable rating outlook was maintained. The last rating actions taken on IUSA, NYSEG, CNG, and BGC occurred on April 9, 2009, when Moody's downgraded IUSA's unsecured bank revolver rating to Baa3 from Baa2; Moody's downgraded NYSEG's senior unsecured rating to Baa2 from Baa1; Moody's downgraded CNG's senior unsecured rating to Baa1 from A3; and Moody's downgraded BGC's Issuer Rating to Baa2 from Baa1. In each of the aforementioned instances Moody's established a stable rating outlook. Ratings affirmed include these: Iberdrola USA * Sr. Unsecured Bank Facility Rating at Baa3 New York State Electric & Gas Corp. * Sr. Unsecured Debt and Issuer Ratings at Baa2 * Preferred Stock at Ba1 Rochester Gas & Electric Corp. * Sr. Secured Debt at A3 * Issuer Rating at Baa2 Central Maine Power Company * Sr. Secured Debt at A2 * Sr. Unsecured Debt & Issuer Ratings at Baa1 * Preferred Stock at Baa3 Connecticut Natural Gas Corp. * Sr. Unsecured Debt at Baa1 Southern Connecticut Gas Company * Sr. Secured Debt at A3 * Issuer Rating at Baa2 Berkshire Gas Company * Issuer Rating at Baa2 Iberdrola USA (formerly known as Energy East Corporation), a wholly owned subsidiary of Iberdrola S.A., is an intermediate holding company and currently serves as the intermediate level parent for six regulated utility energy distribution subsidiaries in the New York/New England region of the United States. It also has modest investments in energy-related, non-regulated businesses. Its headquarters are in Portland, Maine. NEXCEN BRANDS: To Sell Assets to Global Franchise for $112 Million ------------------------------------------------------------------ NexCen Brands Inc. entered into an acquisition agreement with Global Franchise Group LLC. Purchaser is an affiliate of Levine Leichtman Capital Partners IV L.P., a fund managed by Levine Leichtman Capital Partners. Under the agreement, purchaser will acquire the subsidiaries of the Company that own the Company's franchise business assets and also the Company's franchise management operations, including the Company's management operations in Norcross, Georgia, and its cookie and pretzel dough factory and research facility in Atlanta, Georgia. Specifically, the Company will: i) sell to Purchaser all of the Company's equity interests in TAF Australia, LLC; ii) cause NexCen Holding Corporation to sell to Purchaser all of its equity interests in Athlete's Foot Brands, LLC, The Athlete's Foot Marketing Support Fund, LLC, GAC Franchise Brands, LLC, GAC Manufacturing, LLC, GAC Supply, LLC, MaggieMoo's Franchise Brands, LLC, Marble Slab Franchise Brands, LLC, PM Franchise Brands, LLC, PT Franchise Brands, LLC, and ShBx IP Holdings LLC; iii) cause NB Supply Management Corp. to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities; and iv) cause NexCen Franchise Management, Inc. to sell to Purchaser certain specified assets, and to assign to Purchaser certain specified liabilities. The purchase price is $112,500,000, subject to closing adjustments for cash, indebtedness, other than borrowings under the BTMUCC Credit Facility, working capital and other specified items. About NexCen Brands Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a strategic brand management company with a focus on franchising. It owns a portfolio of franchise brands that includes two retail franchise concepts: TAF(TM) and Shoebox New York(R) as well as five quick service restaurant franchise concepts: Great American Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R), Pretzelmaker(R) and Pretzel Time(R). The brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen Brands. NEXCEN BRANDS: Posts $711,000 Net Loss for March 31 Quarter ----------------------------------------------------------- Nexcen Brands Inc. filed its quarterly report on Form 10-Q, showing a net loss of $711,000 on $10.0 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $865,000 on $11.9 million of total revenues during the same period a year earlier. The Company's balance sheet at March 31, 2010, showed $100.0 million in total assets and $149.6 million in total liabilities, for a total stockholders' deficit of $49.6 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?634c About NexCen Brands Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a strategic brand management company with a focus on franchising. It owns a portfolio of franchise brands that includes two retail franchise concepts: TAF(TM) and Shoebox New York(R) as well as five quick service restaurant franchise concepts: Great American Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R), Pretzelmaker(R) and Pretzel Time(R). The brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen Brands. NII HOLDINGS: Moody's Reviews 'B1' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service placed its ratings for NII Holdings, Inc., under review for possible upgrade, including the Company's B1 corporate family and probability of default ratings and the B1 rating for its senior unsecured debt. The review is prompted by the potential for improving credit metrics and a strengthening of the Company's capital structure driven by its strong operating performance and a pending cash infusion by Grupo Televisa (rated Baa1, stable), should NII be successful in winning certain amounts of spectrum in partnership with Grupo Televisa in the Mexican auctions. In addition, Moody's believes that NII's competitive position would solidify if it acquires meaningful spectrum licenses in the upcoming auctions in Mexico and Brazil, which are its largest markets. The review will focus on NII's spectrum acquisition strategy and success in Mexico and Brazil, its subsequent market expansion strategy and 3G network build-out plans, and the consummation of Grupo Televisa's equity investment. Equally important will be Moody's assessment of the sustainability of the Company's operating trends amid growing competition and still challenging economic conditions in all of its markets. The rating agency will then assess the impact of these factors on NII's future credit metrics. Moody's notes that Grupo Televisa has agreed to invest $1.44 billion in cash for an initial 30% equity stake in NII's Mexican subsidiary to jointly fund the 3G spectrum purchases and network build. The investment is contingent upon the consortium (Nextel Mexico and Grupo Televisa) winning rights to use specified amounts of spectrum in the auction. While Moody's recognizes that NII's credit metrics and liquidity are consistent with higher rated Telecom peers and the Company has delivered strong operating results, including robust subscriber growth and low subscriber churn, its ratings have been constrained by the uncertainties surrounding the spectrum auctions, the Company's build-out strategies, and the potential for significant increases in debt to fund additional expansion. Moody's expects NII's ratings to be raised by one notch if the Company's spectrum acquisitions enhance its competitive position in Mexico and if, as expected, it continues to grow revenues at a healthy rate while preserving financial flexibility. Specifically, Moody's will evaluate the likelihood that NII could maintain leverage of less than 3.0x (Moody's adjusted Debt-to-EBITDA) and strong liquidity sufficient to fund the anticipated free cash flow deficit due to its large planned and expected capital expenditure program. Moody's has taken these rating actions: On Review for Possible Upgrade: Issuer: NII Holdings Inc. -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently B1 -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently B1 Issuer: NII Capital Corp -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently B1, (LGD3, 46%) Outlook Actions: Issuer: NII Capital Corp -- Outlook, Changed To Rating Under Review From Stable Issuer: NII Holdings Inc. -- Outlook, Changed To Rating Under Review From Stable The last rating action was on December 9, 2009 at which time Moody's upgraded NII's Corporate Family Rating to B1 from B2. With headquarters in Reston, Virginia, NII is an international wireless operator with subscribers in Mexico, Brazil, Argentina, Peru, and Chile. NII had over 7.7 million largely post-pay, business subscribers in those five countries and generated $4.7 billion in revenue for the LTM period ended 1Q 2010. NORTH AMERICAN PETROLEUM: Petroflow Units File for Chapter 11 ------------------------------------------------------------- Petroflow's subsidiaries, North American Petroleum Corporation USA and Prize Petroleum, LLC, filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the District of Delaware. The reorganization cases are being jointly administered under the caption "In re North American Petroleum Corporation USA, Case No. 10-11707 (CSS)". The Debtors continue to operate their business in the ordinary course as "debtors-in-possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. In connection with the Chapter 11 Petitions, the Debtors filed certain "first day" motions, including motions seeking Court approval to honor and pay outstanding employee obligations and use of cash collateral to support the Debtors' operations during the Chapter 11 Cases. Access to cash collateral will enable the Debtors to continue to honor their post-bankruptcy obligations when they come due in the ordinary course of business. A hearing on the first day motions is scheduled for Friday, May 28, 2010, at 11:00 AM (EDT) before the Honorable Kevin Carey in Wilmington, Delaware. About Petroflow Energy Petroflow Energy Corporation is an independent exploration & production company listed on both the TSX (PEF) and the AMEX (PED). Petroflow predominately engages in unconventional drilling in the Hunton Resource Play in Oklahoma, as well as conventional activity in Texas and Alberta, ON. NOVASTAR FIN'L: Balance Sheet Upside-Down by $97.4MM at March 31 ---------------------------------------------------------------- NovaStar Financial Inc. filed its quarterly report on Form 10-Q, reporting net income of $981.86 million on $22.6 million of revenue for the three months ended March 31, 2010, compared with a net loss of $91.6 million on $42.3 million of revenue during the same period a year earlier. Novastar posted a net income on account of a $993,131,000 gain on derecognition of securitization trusts. The Company's balance sheet at March 31, 2010, showed $33.1 million in total assets and $130.52 million in total liabilities, for a $97.4 million total stockholders' deficit. Subsequent to December 31, 2009, certain events occurred that required the Company to reconsider the accounting for three consolidated loan trusts - NHEL 2006-1, NHEL 2006-MTA1 and NHEL 2007-1. During the first quarter of 2010, the Company attempted to sell the mezzanine-level bonds the Company owns from the NHEL 2006-1 and NHEL 2006-MTA1 securitization trusts. No bids were received for the bonds, which prompted a reconsideration of the Company's conclusion with respect to the trusts' consolidation. As all requirements for derecognition have been met under applicable accounting guidelines, the Company derecognized the assets and liabilities of the NHEL 2006-1 and NHEL 2006-MTA1 trusts during the three month period ended March 31, 2010. During January of 2010, the final derivative of the NHEL 2007-1 loan securitization trust expired. The expiration of this derivative is a reconsideration event. As all requirements for derecognition have been met under applicable accounting guidelines, the Company derecognized the assets and liabilities of the 2007-1 securitization trust during the three month period ended March 31, 2010. As a result, the Company derecognized the assets and liabilities of the trusts. The securitized loans in these trusts have suffered substantial losses and through the date of the derecognition the Company recorded significant allowances for these losses. These losses have created large accumulated deficits for the trust balance sheets. Upon derecognition, all assets, liabilities and accumulated deficits were removed from our consolidated financial statements. A gain of $993.1 million was recognized upon derecognition, representing the net accumulated deficits in these trusts. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6355 About NovaStar Financial NovaStar Financial, Inc., used to originate, purchase, securitize, sell, invest in and service residential nonconforming mortgage loans and mortgage backed securities. During 2007 and early 2008, NovaStar discontinued its mortgage lending operations and sold its mortgage servicing rights which subsequently resulted in the closure of its servicing operations. At December 31, 2009, the Company had total assets of $1.459 billion against total liabilities of $2.536 billion, resulting in shareholders' deficit of $1.076 billion. At December 31, 2008, shareholders' deficit was $876.773 million. OCEAN PARK: Court Extends Filing of Schedules Until June 18 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended, at the behest of Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC, the filing of schedules of assets and liabilities and statements of financial affairs until June 18, 2010. The Debtors said that they won't be able to file the schedules and the statements within the initial May 20, 2010 deadline. The Debtors requested that the deadline be extended by an additional 29 days, as it will take several weeks for the Debtors to analyze and compile the information needed to complete their schedules. San Luis Obispo, California-based Ocean Park Hotels - TOY LLC -- tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard- Thousand Oaks -- filed for Chapter 11 bankruptcy protection on May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358). Jeffrey N. Pomerantz, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10- 15359) filed a separate Chapter 11 petition on May 6, 2010. OCEAN PARK: Gets Interim OK to Use Nationwide's Cash Collateral --------------------------------------------------------------- Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC, sought and obtained interim authorization from the Hon. Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California to use the cash collateral of Nationwide Life Insurance Company until through June 4, 2010. TOY owns the 120-room focused-service Courtyard by Marriott hotel located at 1710 Newbury Road, Thousand Oaks, California. TOP owns the 93-room extended-stay Marriott TownePlace Suites hotel located at 1712 Newbury Road, Thousand Oaks, California. Construction of the Hotels began in or about November 2004 funded by a construction loan from Nationwide Life. Under a construction loan agreement dated as of November 18, 2004 Nationwide Life agreed to lend TOY and TOP initially $23,750,000 (increased to $25,319,000 in 2006) for construction of the hotels, to be secured by construction deeds of trust, UCC filings, and assignments of lease and rents. The loan is guaranteed by Ocean Park, James Flagg and the Claire E. Flagg Trust. The loan is serviced for Nationwide Life by RBC Investment Services LLC, whose sole member is RockBridge Capital, LLC. Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, the attorney for the Debtors, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors asked for authorization to use cash currently on hand in the estates ($95,919 for TOY and $163,118 for TOP) and funds generated from the operation of the Debtors' businesses pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/OCEAN_PARK_HOTELS_budget.pdf In exchange for using the cash collateral, the Debtors will grant Nationwide Life a replacement lien on its existing collateral and the proceeds thereof. The Debtors assured the Court that Nationwide Life is protected by an equity cushion. The Court has set a final hearing for June 2, 2010, at 2:30 p.m. on the Debtors' request to use cash collateral. San Luis Obispo, California-based Ocean Park Hotels - TOY LLC -- tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard- Thousand Oaks -- filed for Chapter 11 bankruptcy protection on May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358). Jeffrey N. Pomerantz, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Debtor's affiliate, Ocean Park Hotels -TOP, LLC (Case No. 10- 15359) filed a separate Chapter 11 petition on May 6, 2010. PALCO LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Palco, LLC 2310 Spruce Street Montgomery, AL 36107 Bankruptcy Case No.: 10-31371 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Middle District of Alabama (Montgomery) Judge: William R. Sawyer Debtor's Counsel: Michael A. Fritz, Sr., Esq. Fritz & Hughes, LLC 7020 Fain Park Drive, Suite 1 Montgomery, AL 36117 Tel: (334) 215-4422 Fax: (334) 215-4424 E-mail: bankruptcy@fritzandhughes.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/almb10-31371.pdf The petition was signed by William A. Palmer, member. PETER MURRAY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Peter Quentin Murray dba Peter Murray Landscaping Pamela Murray 509 Arata Lane Windsor, CA 95492 Bankruptcy Case No.: 10-11950 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Michael C. Fallon, Esq. Law Offices of Michael C. Fallon 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Scheduled Assets: $811,692 Scheduled Debts: $1,163,044 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-11950.pdf The petition was signed by Peter Quentin Murray and Pamela Murray. PREMIER GENERAL: Creditors Want Case Converted to Chapter 7 ----------------------------------------------------------- Creditors Dillon Water Resources, LP, and Dean Cavenport, ask the U.S. Bankruptcy Court for the Western District of Texas to convert the Chapter 11 case of Premier General Holdings, Ltd., to one under Chapter 7 of the Bankruptcy Code, or in the alternative appoint a trustee in the Debtor's case. The creditors alleged that the Debtor: -- converted property; -- breached fiduciary duties; -- engaged in a conspiracy to harm the creditors; and -- found by clear and convincing evidence that it acted with malice. San Antonio, Texas-based Premier General Holdings, Ltd., filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Texas Case No. 10-51005). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. PREMIER GENERAL: Taps William B. Kingman as Bankruptcy Counsel -------------------------------------------------------------- The Hon. Leif M. Clark of the U.S. Bankruptcy Court for the Western District of Texas authorized Premier General Holdings, Ltd., to employ the Law Offices of William B. Kingman, P.C., as counsel. The firm will represent the Debtor in the Chapter 11 proceedings. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. San Antonio, Texas-based Premier General Holdings, Ltd., filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Texas Case No. 10-51005). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. PREMIER GENERAL: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Premier General Holdings, Ltd., filed with the U.S. Bankruptcy Court for the Western District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $70,701,168 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $3,594 F. Creditors Holding Unsecured Non-priority Claims $63,972,383 ----------- ----------- TOTAL $70,701,168 $63,975,977 San Antonio, Texas-based Premier General Holdings, Ltd., filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Texas Case No. 10-51005). William B. Kingman, Esq., who has an office in San Antonio, Texas, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. QUESTAR MARKET: S&P to Cut Ratings to BB+ Upon Spin-Off Completion ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Questar Market Resources Inc., including the 'BBB+' corporate credit and senior unsecured debt ratings, remain on CreditWatch with negative implications. The ratings were placed on CreditWatch on April 22, 2010, after its parent, Questar Corp., announced it was considering a tax-free spin-off of Questar Market Resources. "The CreditWatch update follows the announcement that the parent company's board of directors has authorized the spin-off," said Standard & Poor's credit analyst Patrick Jeffrey. "Upon completion of the spin-off, S&P would lower the corporate credit and senior unsecured debt ratings on Questar Market Resources to 'BB+' from 'BBB+' and assign a stable outlook." S&P would also assign a '3' recovery rating, indicating the expectation of meaningful (50% to 70%) recovery in the event of a default, to the company's senior unsecured notes. Questar Market Resources expects to have approximately $1.2 billion of funded debt at the time of the spin-off. On May 18, 2010, the new entity was reincorporated in Delaware and was renamed QEP Resources Inc. S&P is still in the process of reviewing Questar Corp. (--/Watch Pos/A-2) Questar Pipeline Co. (BBB+/Watch Pos/--) and Questar Gas Co. (BBB+/Watch Pos/--). To date, S&P has viewed Questar Market Resources' business risk profile on a consolidated basis with Questar Corp.'s other regulated businesses that S&P believes have a stronger business risk profile. S&P views the new company's unregulated E&P and midstream operations as having more inherent volatility, risk, and capital requirements than the consolidated business. In addition, the new company will no longer have the support of Wexpro Co., Questar Pipeline Co., and Questar Gas Co. Upon completion of the spin-off, S&P would lower the corporate credit and senior unsecured debt ratings to 'BB+' from 'BBB+' and remove the ratings from CreditWatch with negative implications. S&P would assign a stable outlook. S&P would also assign a '3' recovery rating, indicating the expectation of meaningful (50% to 70%) in the event of a default, to the company's senior unsecured notes. RADIENT PHARMACEUTICALS: Posts $2.6 Million Net Loss in Q1 2010 --------------------------------------------------------------- Radient Pharmaceuticals Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $2.6 million on $36,842 of revenue for the three months ended March 31, 2010, compared with a net loss of $1.7 million on $2.7 million of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $26.4 million in assets, $7.1 million of liabilities, and $19.3 million of stockholders' equity. The Company incurred losses from continuing operations of $2.6 million and $1.9 million for the three months ended March 31, 2010, and 2009, respectively, and had an accumulated deficit of $55.0 million at March 31, 2010. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6328 Headquartered in Tustin, Calif., Radient Pharmaceuticals Corporation -- http://www.Radient-Pharma.com/-- is an integrated pharmaceutical company devoted to the research, development, manufacturing, and marketing of diagnostic, and premium skin care products. * * * As reported in the Troubled Company Reporter on April 19, 2010, KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred a significant operating loss and negative cash flows from operations in 2009 and has a working capital deficit of roughly $4.2 million at December 31, 2009. REEL 'EM IN: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Rob Roberts, staff writer of Business Journal of Kansas City, reports that Reel 'Em In LLC filed for Chapter 11 bankruptcy protection, listing assets of less than $50,000, and liabilities of between $10 million and $50 million. The Company has yet to file a list of creditors with the court. Reel 'Em In LLC, a partnership that owns and operates several Captain D's Seafood restaurants in the Kansas City area. REGAL ENTERTAINMENT: Stays $250 Million Sr. Notes Public Offering ----------------------------------------------------------------- Regal Entertainment Group postponed its public offering by its indirect wholly-owned subsidiary, Regal Cinemas Corporation, of $250 million in aggregate principal amount of its 8.625% senior notes due 2019 under an effective shelf registration statement filed with the Securities and Exchange Commission. About Regal Entertainment Regal Entertainment Group operates the largest and most geographically diverse theatre circuit in the United States, consisting of 6,778 screens in 549 theatres in 39 states and the District of Columbia as of July 2, 2009, with over 245 million annual attendees for the 53-week fiscal year ended January 1, 2009. REG's geographically diverse circuit includes theatres in all of the top 32 and 44 of the top 50 United States designated market areas. REG operates multi-screen theatres and, as of July 2, 2009, had an average of 12.3 screens per location, which is well above the North American motion picture exhibition industry 2008 average of 6.7 screens per location. REG develops, acquires and operates multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the United States. REG also have an investment in National CineMedia, LLC, which primarily concentrates its efforts on in-theatre advertising and creating complementary business lines that leverage the operating personnel, asset and customer bases of its theatrical exhibition partners, which includes REG, AMC Entertainment, Inc. and Cinemark, Inc. As of October 1, 2009, the Company had total assets $2.512 billion against total liabilities of $2.771 billion. As of October 1, 2009, the Company had stockholders' deficit attributable to REG of $257.9 million. * * * As reported by the Troubled Company Reporter on July 13, 2009, Moody's Investors Service rated Regal Cinemas' new $300 million 10-year senior unsecured notes B1. On July 14, 2009, the TCR said Standard & Poor's Ratings Services revised its recovery rating on Regal Cinemas's debt to '2', indicating S&P's expectation of substantial (70% to 90%) recovery for secured lenders in the event of a payment default, from '3'. In addition, S&P raised the issue-level rating on this debt to 'BB-' (one notch higher than the 'B+' corporate credit rating on the company) from 'B+', in accordance with S&P's notching criteria for a '2' recovery rating. On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4' rating to Regal Cinemas' $400 million 8.625% senior unsecured notes. The notes are expected to rank senior to Regal Cinemas' existing 9.375% senior subordinated notes and junior to the secured bank facility. In addition, the $400 million in notes are structurally senior to RGC's 6.25% convertible notes. RIVIERA HOLDING: Posts $4.5 Million Net Loss for March 31 Quarter ----------------------------------------------------------------- Riviera Holding Corporation filed its quarterly report Form 10-Q, reporting a net loss of $4.5 million on $34.5 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $1.0 million on $39.7 million of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $199.1 million in total assets and $286.7 million in total liabilities, for a $87.5 million total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?62bf Going Concern Doubt The Company reported a net loss of $24.9 million on $134.0 million of revenue for the year ended December 31, 2009, compared with a net loss of $11.9 million on $169.8 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $198.9 million in assets and $282.0 million of debts, for a stockholders' deficit of $83.1 million. Ernst Young LLP, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company is in default under its Credit Facility and Swap Agreement. About Riviera Holdings Las Vegas, Nevada-based Riviera Holdings Corporation, through its Wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located on the Las Vegas Boulevard in Las Vegas, Nevada. Through its wholly owned subsidiary, Riviera Black Hawk, Inc., the Company owns and operates the Riviera Black Hawk Casino, a casino in Black Hawk, Colorado. RODIN & COMPANY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rodin & Company, Inc. 2255 Barry Avenue Los Angeles, CA 90064 Bankruptcy Case No.: 10-30771 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Samuel L. Bufford Debtor's Counsel: David B. Golubchik, Esq. Levene Neale Bender Rankin & Brill LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 E-mail: dbg@lnbrb.com Estimated Assets: $500,001 to $1,000,000 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/cacb10-30771.pdf The petition was signed by Susan Rodin, president. ROYCE BRISTER: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Royce Ray Brister 25712 Le Parc #28 Lake Forest, CA 92630 Bankruptcy Case No.: 10-16909 Chapter 11 Petition Date: May 23, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Michael R. Totaro, Esq. Totaro & Shanahan P.O. Box 789 Pacific Palisades, CA 90272 Tel: (310) 573-0276 Fax: (310) 496-1260 E-mail: mtotaro@aol.com Scheduled Assets: $1,580,755 Scheduled Debts: $2,751,141 A list of the Company's 6 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-16909.pdf The petition was signed by Royce Ray Brister. SAINT VINCENTS: Court Sets June 15 Bid Deadline for Staff House --------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates have asked authority from Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York to sell a residential building they own, located at 555 6th Avenue, in New York, and commonly known as the "Staff House," for $48 million to TIP Acquisitions LLC, absent higher and better bids at an auction. The Debtors delivered to the Court, on May 14, 2010, an amended Bidding Procedures Motion, a full-text copy of which is available for free at http://bankrupt.com/misc/VIncents_AmTIPAgmt On May 18, 2010, the Court entered an order: (a) approving the bidding procedures and bidder protections with respect to the sale of the real estate and personal property located at 555 6th Avenue in New York, and assignments of leases; (b) scheduling an auction for the Assets and a hearing approving the Sale of the Assets; and (c) approving certain procedures related to the assumption and assignment of executory contracts and unexpired leases. Pursuant to the Bidding Procedures, the Bankruptcy Court has established these dates: Qualified Bid Deadline June 15, 2010 Objection Deadline June 18, 2010 Final Bid Deadline June 25, 2010 Announcement of Successful Bid and Backup Bid June 28, 2010 Limited Objection Deadline for Objections to to Successful Bidder and Backup Bidder Only June 29, 2010 Sale Hearing July 1, 2010 In a separate filing, the Debtors notify the Court of their intent to assume and assign executory contracts, a list of which is available for free at: http://bankrupt.com/misc/Vincents_StaffHouseassume.pdf The Staff House The Debtors used the Staff House as apartments for medical residents while they were employed at the hospital. As part of the Closure Plan for the hospital, the Debtors no longer require the Staff House. Its sale, the Debtors note, also allows for a material pay-down of secured debt against them, as there are various mortgages on the property. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, relates prior to the Petition Date, the Debtors, working with their secured creditors, began evaluating options for the sale of the Staff House and determined to enter into a stalking horse agreement, dated April 21, 2010, with TIP Acquisitions, an affiliate of Taconic Investment Partners LLC. According to Mr. Rogoff, the Staff House is primarily encumbered by mortgages held by these secured creditors in this order of priority: (A) First Lien -- Sunlife Assurance Company of Canada. In connection with their emergence from the Debtors' prior Chapter 11 cases, the Debtors issued a promissory note to Sun Life in the principal amount of $42.5 million. The Staff House Note is secured by, inter alia, a first priority mortgage and security interest on, and an assignment of the leases and rents, of the Staff House. The Staff House Note bears interest at a rate equal to 6.35% per annum and matures on September 1, 2014. As of the Petition Date, the principal amount of approximately $40 million was outstanding on the Staff House Note. (B) Second Lien -- MedMal Trusts. Pursuant to the plan of reorganization confirmed in the Prior Chapter 11 cases, the Debtors agreed to fund approximately three separate medical malpractice trusts to cover their estimated liability for medical malpractice claims against their physicians and employees. To secure the contractual obligations of the Debtors to the MedMal Trusts under the Prior Chapter 11 Plan, the Debtors granted the MedMal Trusts a second priority mortgage on the Staff House. The Debtors estimate that the MedMal Trusts are owed approximately $113 million as of the Petition Date. (C) Third Lien -- General Electric Capital Corporation. In order to finance their exit from the Prior Chapter 11 cases, the Debtors entered into a credit facility with GE Capital, as agent, letter of credit issuer and lender, and Commerce Bank, N.A., as lender, consisting of: (i) a $270 million term loan that matures on August 30, 2014; and (ii) a $50 million revolving credit facility that also matures on August 30, 2014. The GE Credit Facility is secured by a third priority lien on the Staff House. The proposed Sale Order provides that the liens existing on the Assets will attach to the net proceeds of the Sale after taking into account the costs of the Sale. Sale costs will include costs directly relating to the transaction, including brokerage commissions and the Debtors' legal fees. The leases relating to the medical residents and staff members are due to terminate on their own terms no later than June 30, 2010. In addition to the Staff Leases, the Debtors are lessors under certain rent-stabilized leases to non-staff tenants. Purchase Agreement Terms The material terms of the Purchase Agreement include: Sale of the Assets: Subject to the terms and conditions set forth in the Purchase Agreement, the Debtors will sell to the Purchaser, and the Purchaser will purchase from the Debtors, the real estate related to the Staff House and related assets as described in the Purchase Agreement. Purchase Price: The purchase price to be paid by the Purchaser to the Debtors for the Assets is $48,000,000. The Purchase Price will be paid: * Cash Deposit: An earnest money cash deposit of $3,000,000 payable upon execution of the Purchase Agreement. The Purchaser has the option to substitute a letter of credit for the Cash Deposit on five business days' notice to the Debtors. The Cash Deposit will be increased to $4,800,000 when other potential bidders are required to post a security deposit in accordance with the Bidding Procedures. * Payment at Closing: At the consummation of the transaction contemplated by the Purchase Agreement, the Purchaser will pay the balance of the Purchase Price and any amounts required to cure those executory contracts and unexpired leases being assumed by the Debtors and assigned to the Purchaser. Free and Clear: The Purchase Agreement provides, subject to the Permitted Exceptions, that the Purchaser will take the assets free and clear of liens, encumbrances, pledges, mortgages, deeds of trust, security interests, claims, leases, charges, options, rights of first refusal, easements, servitudes, proxies, voting trusts or agreements, transfer restrictions under any agreement. Permitted In addition to certain permitted exceptions Exceptions: customary for a real estate purchase agreement, like exceptions for certain liens, easements, or other rights relating to taxes, utilities, or violation of governmental ordinances, the Purchaser will take the Assets subject to the Assumed Contracts and Leases. Assumed Contracts and Leases: In addition to a management agreement related to the operation of the Staff House's parking garage and the Staff Leases, the Assumed Contracts and Leases include five rent- stabilized apartments located in the Staff to which the Debtors are the lessor. Pursuant to the Purchase Agreement, the Purchaser will purchase the Assets subject to these leases. Leaseback: In the event the Sale closes prior to the tenants vacating the premises currently leased in Staff House, the Debtors will enter into a lease covering those units that remain occupied on the Closing Date pursuant to the terms and conditions of a master lease. In the event Purchaser elects not to cause the Debtors to enter into the Master Lease, the Purchaser will accept title to the Assets subject to the leases. Representations and Warranties: The Debtors provide customary representations and warranties related to the Assets, including representations related to consents and approvals. In consideration of the Purchaser having expended considerable time and expense in negotiating the Purchase Agreement, the Purchase Agreement provides that upon consummation of a transaction resulting from a Competing Bid, the Debtors will pay the Purchaser a fee equal to approximately 1.8% of the Purchase Price, or $870,000. The Break-Up Fee will only be payable upon consummation of a sale resulting from a Competing Bid and solely from the proceeds of a transaction resulting from a Competing Bid. The parties intend, and the Sale Order will reflect, that the Purchaser will not be deemed to be a successor to the Debtors and will not be liable for any claims against the Debtors. Given the nature of the Debtors' business, a critical inducement for the Purchaser to enter into the Sale Transaction is the ability to take the Assets free and clear from any potential of successor liability. A full-text copy of the Purchase and Sale Agreement is available for free at http://bankrupt.com/misc/Vincents_TIPSaleAgmt.pdf About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Gets Final Nod for $78 Mil. of DIP Financing ------------------------------------------------------------ Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York authorized Saint Vincents Catholic Medical Centers of New York and its debtor affiliates to borrow $78,000,000 on a final basis. General Electric Capital Corporation is granted: (a) a superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code with priority over all other administrative expenses; (b) a first priority, priming security interest in and line pursuant to Section 364 on all encumbered property of the Debtors and the estates which liens will be senor to any existing liens or claims; (c) a first priority security interest and lien on all unencumbered property of the Debtors which will be subject only to the Carve-Out; and (d) a junior security interest and lien on all property of the Debtors or their estates that is subject to a Permitted Prior Senior Lien which Liens are also subject to the Carve-Out. A full-text copy of the DIP Final Order is available for free at http://bankrupt.com/misc/Vincents_FinDIPorder.pdf The Debtors will have the option to request an increase in the aggregate commitments to an amount not to exceed $85,000,000, which increase will be in the sole discretion of the DIP Agent and DIP Lenders. The proceeds of the DIP Facility may be used to pay the full amount of the prepetition secured revolving loan obligations owing to Prepetition Agent and Prepetition Lenders, and fund general financial requirements of the Debtors under the Chapter 11 cases subject to the limitations set forth in the DIP Credit Agreement. Proceeds of the DIP Facility will be used in accordance with a 13- week cash flow budget available for free at: http://bankrupt.com/misc/svcmccashflow.pdf Material Terms Interest * Non-Default Interest Rate: Base Rate plus 3% Rates: per annum, payable in arrears on the first day of each month. * Default Interest Rate: Base Rate plus 5% per annum, payable on demand of the DIP Agent. Fees: * Loan Fee -- a loan fee in the amount of 1% of the Aggregate Commitment amount, payable at closing. * Agent Fee -- an agency fee to the DIP Agent, as set forth in a confidential side letter. * Unused Line Fee -- an unused commitment fee equal to the average daily balance of the Aggregate Commitment during the preceding calendar month, less the sum of the average daily balance of the DIP Loans outstanding during the preceding calendar month, multiplied by one-half of 0.50% per annum. Treatment of The Debtors must reimburse the DIP Agent and the Lenders' the DIP Lenders for all fees, costs and Expenses: expenses incurred in connection with the negotiation, preparation and filing and recordation of the DIP Loan Documents. Those fees and expenses are secured by the DIP Collateral and may be paid by the DIP Agent by making a loan advance under the DIP Facility to pay those Fees and Expenses. Carve-Out: The claims of the professionals retained by the Debtors and the Official Committee of Unsecured Creditors that have been approved by the Court for unpaid fees and expenses which were incurred (A) on and after the Petition Date and before the Carve-Out Trigger Date in amounts not in excess of the amounts set forth in the DIP Budget and (B) on and after the Carve-Out Trigger Date in the aggregate amount not exceeding $2 million, for all retained professionals and Committee Member expenses. In the event the Chapter 11 Cases are converted to Chapter 7, there will be a separate carve- out of $100,000 in the aggregate that may be used for the reasonable fees and expenses of a Chapter 7 trustee and the separate Trustee Carve-Out will have the same priorities as the Carve-Out. DIP Liens & The DIP Agent is granted these liens to secure priority: the obligations owing pursuant to the DIP Facility: * Section 364(d)(1) Lien -- a priming security interest in and lien pursuant to Section 364(d)(1) of the Bankruptcy Code on all encumbered property of the Borrowers, subject only to (a) the Carve-Out, and (b) prepetition liens on property of the Borrowers that are valid, perfected, not avoidable, and senior in priority to the Prepetition Liens of the Prepetition Agent on that property, and (c) the Prepetition Liens of the Prepetition Agent. * Section 364(c)(2) Liens -- a first priority security interest and lien pursuant to Section 364(c)(2) on all unencumbered property of the Borrowers, which will be subject only to the Carve Out. * Section 364(c)(3) Liens -- a junior security interest and lien pursuant to Section 364(c)(3) on all property of the Borrowers and that is subject to a Permitted Prior Senior Lien. Liens on DIP Liens will extend to the proceeds of all Proceeds of claims and causes of actions under Chapter 5 Avoidance of the Bankruptcy Code, including, without Actions: limitation, those under Sections 502(d), 544, 545, 547, 548, 549, 550, 552(b) and 553, and state laws of similar import. The Revolver Upon entry of the Interim Order, the Debtors Roll-Up are authorized and directed to use the DIP Payment: Facility and Cash Collateral to repay in full the $43.19 million in prepetition secured obligations in respect of the prepetition revolving loan facility, using $22 million proceeds of the Interim Amount and $21.19 million of the Cash Collateral to pay those obligations. Superpriority The DIP Agent will have a superpriority Admin. Claim administrative expense claim status pursuant Status: to Section 364(c)(1) with priority over all all other administrative expenses pursuant to, among others, Sections 105(a), 326, 328, 330, 331, 503(b), 506(c), 507, 546(c), 552(b), 726 and 1114 of the Bankruptcy Code. General Electric and the Debtors entered into a Transaction Side Letter, which sets forth deadlines in connection with the Debtors' disposition of assets. As an additional condition to the DIP Loan, the Debtors are obliged to comply with the terms of the Transaction Side Letter until the full and indefeasible payment and satisfaction of the DIP Obligations. The Debtors and General Electric agree that it would be detrimental to Debtors' ability to market and sell the Non- Hospital Assets if the terms of the Transaction Side Letter were known to the general public or to potential purchasers. Accordingly, the Debtors, General Electric and Lenders agree to keep the terms and conditions of the Transaction Side Letter confidential and not to disclose those terms to any third party; provided, however, that the Transaction Side Letter: (a) may, upon execution of an appropriate confidentiality agreement, be shared with the United States Trustee and the Official Committee of Unsecured Creditors; and (b) will, if required by the Bankruptcy Court, be filed under seal or otherwise disclosed to the Bankruptcy Court in a manner that maintains the confidentiality of the Transaction Side Letter. The Debtors assert that the DIP Facility is the only source of financing available to them at this time. Despite their efforts, the Debtors relate that they have been unable to obtain financing (i) in the form of unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code, (ii) solely as an administrative expense under section 364(a)(b), or (iii) solely in exchange for the grant of a superpriority administrative expense claim pursuant to Section 364(c)(1). Indeed, the Debtors point out, the proposed financing under the DIP Facility was the only viable postpetition financing option available to them. The DIP Budget, which has projections through December 31, 2010, contemplates that the proceeds of the DIP Loans -- including the $28 million of new postpetition advances during the Interim Period -- and the Cash Collateral would provide the Debtors with sufficient funds to consummate an orderly shut-down of the Hospital Services, to operate, market and sell the Non-Hospital Assets, to wind down the remainder of the Debtors' estates, and to pay the administrative expenses that the Debtors reasonably anticipate to incur during the course of their Chapter 11 Cases. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Gets Nod for VNS-Led Sale Process for Hospice ------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates sought and obtained authority from Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York to sell certain assets related to their hospice services owned and operated by Debtor Pax Christi Hospice, Inc., to Visiting Nurse Service of New York Hospice Care free and clear of liens, claims, encumbrances and other interests. The Debtors told the Court that as a result of their financial condition and the commencement of the closure of their Manhattan Hospital, they are not able to continue providing appropriate long-term hospice care for inpatient and outpatient Hospice patients. All objections to the Motion that have not been withdrawn, waived or settled, and all reservation of rights are overruled on the merits and denied. The Court also approved the Bidding Procedures, the form and sufficiency of the auction and hearing notice, the Assignment Procedures, the form and sufficiency of the Initial Assignment Notice, the form and sufficiency of the auction results notice, full-text copies of which are available for free at: http://bankrupt.com/misc/Vincents_HospiceBidProc.pdf The Court will conduct a sale hearing and consider any unresolved objections to the sale or cure objections on July 1, 2010. NYSNA Objection The New York State Nurses Association filed an objection to the proposed sale process, noting that there is curiously no discussion or analysis of Section 1113 of the Bankruptcy Code regarding the sole method by which Collective Bargaining Agreements can be rejected. As the Debtor is requesting to sell its assets free and clear of all interests, including the valid CBA between Pax Christi and NYSNA, it is inconceivable that the debtor is attempting to vitiate NYSNA's rights under Section 1113 using Section 363. The Debtor's failure to communicate with the union is particularly appalling as they have not only failed to reach out to NYSNA, they have taken affirmative steps to prevent NYSNA from participating in discussions regarding the sale of the assets to VNS. In response to NYSNA's objection, the Debtors related that they seek to transfer the Hospice Assets to VNS as expeditiously as possible in order to ensure continuation of care for the Hospice's patients at the same level of quality care offered by the Debtors and to preserve the value of a fragile asset to the Debtors' estates. The Debtors assert that NYSNA's Objection incorrectly states that under the terms of its collective bargaining agreement, the Debtors must undertake a negotiation with NYSNA -- pursuant to Section 1113 of the Bankruptcy Code -- before they can seek to transfer their interest in the Hospice. This is inaccurate, both as a matter of the terms of the CBA and applicable bankruptcy law, the Debtors contend. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Has Final Approval for Hospital Closure Plan ------------------------------------------------------------ Saint Vincents Catholic Medical Centers of New York and its debtor affiliates won final approval from the Bankruptcy Court to implement all actions necessary to complete the implementation of their plan to close their Manhattan Hospital and the Pax Christi Hospice (inpatient only) and the transfer or closure of the outpatient programs and clinics associated with and operated by the Hospital. The Court finds that the process of winding down the Hospital has been done in a procedurally proper manner. The Debtors have been open at all hearings and in all their papers about their dire financial condition. The efforts to save St. Vincent's Hospital have been widely reported in the media and documented in court papers. The Court says it is saddened by the closing of this historic Hospital that has provided so many services to so many people for more than 150 years. However, the Court is bound to perform its basic function as providing an efficient forum "to convert the bankrupt's estate into cash and distribute it among creditors." For the reasons stated at the May 6, 2010 Hearing, the Court enjoined the State Court Plaintiffs from proceeding in the State Court Action and overruled their Objection to Final Closure Order. The Board of Directors of Saint Vincents Catholic Medical Centers, on April 6, 2010, voted to approve the closure of the Debtors' Manhattan Hospital and the Pax Christi Hospice (inpatient only) and the transfer or closure of the outpatient programs and clinics associated with and operated by the Hospital. In accordance with New York State law, the Debtors submitted their proposed plan of closure to the New York State Department of Health for approval on April 9, 2010. While the DOH has not yet approved the plan, the Debtors have begun the closure process and are working closely with the DOH to implement the Closure Plan. Among other things, the Hospital has limited new inpatient admissions, put its emergency department on permanent diversion, begun to transfer and discharge patients, initiated staff reductions, and instituted heightened security measures to safeguard patients, employees, medical records, medical supplies, and equipment. Subject to certain limited exceptions, the Closure Plan calls for all patients to have been transferred or discharged by, and all inpatient operations at the Hospital to cease by, April 30, 2010. The plan provides for the continuation of ambulatory care services through May 31, 2010, to provide time to search for alternate sponsors to whom these programs may be transferred. In this regard, the Debtors seek authority from Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York -- in coordination with the DOH, other regulatory agencies, and applicable law -- to complete the implementation of the Closure Plan. Among other things, the Debtors seek authority to continue to transfer and discharge patients, transfer and store medical records, dispose of pharmaceuticals and inventory, dispose of medical waste and hazardous materials, and cease operations at the Hospital and associated clinics and practices. Although subject to modification based on patient safety concerns and input from the DOH, the Debtors anticipate the general timeline for shut-down of operations will be as follows: April 6: Board approval April 9: Submission of plan to DOH April 9: Emergency Department on diversion (except for behavioral health services); SVCMC to continue ambulance tours with drops at alternate hospitals through April 30 April 12: Delivery of Worker Adjustment and Retraining Notification Act notices April 14: Inpatient admissions cease; elective surgeries discontinued April 15: Emergency Department transitioned to "treat and release or transfer" (except for behavioral health services) April 30: All inpatients discharged or transferred; all inpatient operations cease; ambulance tours cease May 31: Ambulatory care services cease (absent transfer to new sponsors) The Debtors' counsel, Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, asserts that the business reasons for the Closure are compelling. Succinctly stated, the Debtors have no alternative but to close the Hospital, he points out. The Debtors' financial condition has rapidly deteriorated over the course of the past several months and the Debtors, with the support of their lenders, the State, and others, have taken a number of steps to address their liquidity crisis and search for a strategic partner for continued operation of the Hospital outside of bankruptcy. Despite these efforts, however, the Debtors have been unable to find a buyer for the Hospital and lack sufficient cash to continue operation of the Hospital on a standalone basis, Mr. Rogoff further points out. In light of their extensive efforts to sustain the Hospital as a going-concern, the Debtors aver that their inability to complete a sale or strategic transaction constitute a "good business reason" for the Closure. In fact, without access to financing or a potential transaction, the Debtors have no choice but to close, Mr. Rogoff asserts. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Proposes Contracts Rejection Protocol ----------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates seek the Court's authority to establish procedures for the rejection of executory contracts and unexpired leases and the abandonment of certain assets. The Debtors relate that in connection with the orderly administration of their estates, there will be various contracts and leases that require rejection from time to time. As is routine in cases of this nature, the Debtors seek to implement procedures to allow for the efficient rejection of those unnecessary agreements. The Debtors maintain that the establishment of rejection procedures eliminates the need for excessive and individual court hearings on contract and lease rejections, thereby both significantly reducing administrative costs to the estate and preserving the Court's time. The Debtors add that the proposed procedures preserve the rights of non-debtor parties to the executory contracts and unexpired leases by affording them proper notice of the proposed rejection and an opportunity to object. Rejection Procedures In an effort to conserve valuable estate resources during the wind-down process, the Debtors tell the Court that they will review numerous executory contracts and unexpired leases to determine whether they provide a benefit to the estate or, conversely, constitute a drain on their limited resources. As the Debtors move through this process, they will identify executory contracts and unexpired leases that should be rejected under Section 365 of the Bankruptcy Code. Because prompt rejection will minimize administrative expenses, the Debtors have designed procedures that are tailored to balance their need for efficient and expeditious rejection procedures with the rights of other constituents to object to any proposed rejection. The Debtors therefore seek to reject executory contracts and unexpired leases from time to time in accordance with these procedures: (a) The Debtors will file with the Court and serve a notice, via e-mail, facsimile, regular mail, or hand delivery, along with a copy of the order approving this Motion, upon (i) the counterparty to the executory contract or unexpired lease; (ii) counsel to the Official Committee of Unsecured Creditors; (iii) counsel to the Debtors' postpetition lenders; (iv) the U.S. Trustee; and (v) any additional parties entitled to notice pursuant to the terms of the rejected executory contract or unexpired lease. The Rejection Notice will (w) advise the Notice Parties of the Debtors' intent to reject the executory contract or unexpired lease identified in the Rejection Notice; (x) identify the executory contract or unexpired lease subject to that rejection, including the name and address of the landlord, subtenant, or non-debtor party to the executory contract or unexpired lease; (y) in the case of a non- residential real property lease, contain a disclosure r regarding personal property, if any, remaining at the subject property; and (z) notify the Notice Parties of the deadlines and procedures for filing objections to the Rejection Notice. (b) The Notice Parties will have seven calendar days, unless extended by the Debtors, from the date of the Rejection Notice to serve on the Debtors' counsel and the other Notice Parties an objection, if any, to the Rejection Notice. (c) In the event no objection to a Rejection Notice is filed, or if that objection is overruled or withdrawn, or if the objection relates only to rejection damages, (i) the Debtors will be authorized to reject the executory contract or unexpired lease, effective as of the date of filing of the Rejection Notice without further notice, hearing, or order of the Court; and (ii) the order approving the Rejection Procedures, as it pertains to that Rejection Notice, will automatically become final as of the Rejection Notice Date. (d) If an objection is filed and served on the Notice Parties within the applicable Rejection Notice Period, and the Debtors and the objecting party are unable to reach a consensual resolution of the objection, the Debtors will schedule a hearing to consider the Rejection Notice pursuant to this Motion on the next scheduled omnibus hearing date. Unless otherwise ordered by the Court, if that objection is overruled or withdrawn, the rejection of that executory contract or unexpired lease will be deemed to have occurred on the Rejection Notice Date. (e) With respect to unexpired non-residential real property leases that the Debtors intend to reject, the Debtors will return the keys to the subject property to the landlord or that other party as may be appropriate along with a written confirmation of the same, thereby unequivocally surrendering possession of the premises to the landlord or that other party on or before the date on which the Rejection Notice is filed and served. Upon the effective date of any rejection, limited relief from the automatic stay pursuant to Section 362 will be granted to the non-debtor party to the lease to allow that party to obtain possession of the property that is the subject matter of the lease. A copy of the Lease Surrender Notice will be served on the Notice Parties. (f) With respect to any personal property of the Debtors located at any leased premises that is the subject of a Lease Surrender Notice or Rejection Notice, the Debtors will remove that Personal Property prior to the expiration of the Rejection Notice Period. If the Debtors determine that the value of the Personal Property at a particular location is de minimis or the costs of removing the Personal Property exceed the value of that property, the Debtors will include a general description of the personal property that will remain at the subject property in the Rejection Notice that is served on the Notice Parties. Absent an objection filed, that personal property will be deemed abandoned pursuant to Section 554 of the Bankruptcy Code, as is, where is, effective as of the date of the rejection of the underlying expired lease. (g) With respect to executory contracts that are not non- residential real property leases, the Debtors will turn over control of the personal property, if any, to the non- debtor party thereby unequivocally surrendering possession of the subject assets to the non-debtor party to the executory contract at the location set forth in the Rejection Notice on or before the date on which the Rejection Notice is filed and served. Upon the effective date of that a rejection, limited relief from the automatic stay pursuant to Section 362 will be granted to the non-debtor party to the Agreement to allow that party to take possession of the subject matter of the executory contract. Simultaneously with taking possession of the personal property, the non-debtor party to the rejected executory contract will provide to Debtors' counsel a written acknowledgment of surrender of the property, including an itemized description of the property surrendered. Any party that fails to provide an Acknowledgment will forever be barred from asserting a claim against the Debtors arising out of the rejection of the Agreement. (h) If the Debtors have deposited amounts with a non-debtor party to an executory contract or unexpired lease as a security deposit or other arrangement, that non-debtor party will be prohibited from offsetting or otherwise using that deposit without the prior authority of the Court. (i) Any non-debtor party to a rejected executory contract or unexpired lease will file and serve a proof of claim for damages arising from the rejection by the later of (i) 30 days after the Rejection Notice Date and (ii) the general claims bar date that will be established by this Court for the filing of prepetition general unsecured claims. Any claims not timely filed will be forever barred. (j) The Debtors and other parties-in-interest reserve their rights to challenge any unexpired lease or executory contract on any grounds they deem appropriate, and to assert against counterparties to unexpired leases or executory contracts any claims, counter-claims or defenses to a claim by the non-debtor party against the Debtors, including, without limitation, preference actions. The Executory Contracts In an effort to improve their post-petition operations and reduce their expenses, the Debtors have been reviewing their executory contracts and unexpired leases. Accordingly, the Debtors seek the Court's authority to reject four executory contracts, a list of which is available for free at http://bankrupt.com/misc/Vincents_ContractsReject.pdf The Debtors have determined that these Executory Contracts are either too expensive for their current needs or provide services that are no longer necessary or appropriate for their estates. Cerner Objects Cerner Corporation asserts that given the short time provided for counterparties to review and respond to the notices of rejection, Cerner requests that any notice given to it be sent to Stinson Morrison Hecker LLP, 1150 18th Street, NW, Suite 800, Washington, DC 20008. Cerner and the Debtors are parties to a master license agreement titled "Cerner System Agreement" pursuant to which the Debtors are able to license certain Cerner software solutions necessary to the operation of the Debtors' hospital and ancillary services. Cerner notes that the Agreement contains several addresses. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Receives Final Approval to Access Cash Collateral ----------------------------------------------------------------- On a final basis, Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern District of New York authorized Saint Vincents Catholic Medical Centers of New York and its debtor affiliates to use cash collateral and proceeds of the DIP Facility to, among others: (a) repay in full in cash in the approximate amount of $43,190,000 the Debtors' prepetition senior secured obligations in respect of prepetition revolving loans to GE Capital, as agent for financial institutions and for itself as a Prepetition Lender; (b) fund the orderly wind down and closure of the Hospital Businesses and fund the operating expenses and orderly disposition of the Non-Hospital Assets during their Chapter 11 cases; (c) fund postpetition allowed fees and expenses incurred by Retained Professionals for the Debtors and any statutory committee including any committee appointed pursuant to Section 1102 of the Bankruptcy Code and to fund other fees and expenses, including with respect to the Ombudsmen and with respect to the Retained Professionals of the Ombudsmen; (d) pay interest and fees on the DIP Facility; (e) pay fees and expenses of the DIP Agent and the DIP Lenders related to the DIP Facility, including, without limitation, attorneys' fees and fees of professional advisors on the terms set forth in the DIP Loan Documents; (f) pay adequate protection payments; and (g) fund the other items covered by the terms of the DIP Budget, the Final Order, and the DIP Documents. Cash Collateral will be used in accordance with the 13-week cash flow budget, available for free at: http://bankrupt.com/misc/svcmccashflow The Cash Collateral includes all cash as defined by Section 363(a) of the Bankruptcy Code. Cash Collateral will also include all of the cash proceeds of the Prepetition Collateral in which the Prepetition Agent or the Prepetition Lenders have an interest, whether that interest existed as of the Petition Date or arises thereafter pursuant to the Interim Order. The Debtors assert that the use of Cash Collateral will help to stave off an immediate liquidation, provide them with access to much needed liquidity, enable them to complete the transfer of the Hospital's patients to other providers, and implement the Closure Plan. In addition, the Debtors maintain, the use of Cash Collateral will permit them to continue the sale, marketing and orderly disposition of their assets and keep their non-Hospital services operational pending their sale. The Debtors have a complex prepetition debt structure consisting of various layers of secured debt, Kenneth H. Eckstein, Esq., Kramer Levin Naftalis & Frankel LLP, in New York -- keckstein@kramerlevin.com -- says. He relates that, as of the Petition Date, the Debtors have at least $408 million of outstanding secured indebtedness owing to the various prepetition secured parties, which includes: * approximately $313 million in principal owing to the Prepetition Agent and Prepetition Lenders in respect of the senior secured revolving facility and term loan; * approximately $30 million in principal owing to the Dormitory Authority of the State of New York in respect of a certain settlement, certain new loan advances and proceeds of public bonds; * approximately $5 million owing to the Pension Benefit Guaranty Corporation in respect of a quarterly contribution payment that the Debtors failed to make in February 2010; * approximately $60 million in principal owing to Sun Life Assurance Company of Canada (U.S.) in respect of two promissory notes; and * approximately $113 million owing to three medical malpractice trusts, a significant portion of which is unsecured. As Adequate Protection, valid, binding, enforceable and perfected security interests and replacement liens will be granted to each of the Prepetition Agent to secure the Prepetition Obligations of, without duplication, the aggregate diminution, if any, subsequent to the Petition Date, in the value of the Prepetition Collateral, which will be subordinated to the Carve-Out, Permitted Prior Senior Liens, DIP Obligations, DIP Liens and DIP Superpriority Claims. To the extent the Prepetition Agent will hold claims allowable under Sections 503(b) and 507(a)(2) of the Bankruptcy Code, notwithstanding the provision of Adequate Protection hereunder, the Prepetition Agent is granted, for the ratable benefit of the Prepetition Lenders, an administrative expense claim pursuant to Section 507(b) with priority over all other administrative expenses, but in all cases subject and subordinate to the Carve- Out, Permitted Prior Senior Liens, DIP Obligations, DIP Liens and DIP Superpriority Claims. The Borrowers will, in accordance with the DIP Budget, (a) with respect to the Prepetition Agent and Prepetition Lenders: (i) promptly pay all reasonable fees and expenses under the Prepetition Loan Documents incurred by the Prepetition Agent, whether incurred prior to or following the Petition Date, and (ii) pay all other payments payable when and as due under the Prepetition Loan Documents, including all payments of principal, interest, fees and charges, and (b) make regularly scheduled principal and interest payments due to the Dormitory Authority of the State of New York pursuant a note issued by Debtor Bishop Francis J. Mugavero Center for Geriatric Care, Inc., subject to any party's right to request recharacterization of the payments as payments of principal. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Schedules Deadline Extended Until June 14 --------------------------------------------------------- Saint Vincents Catholic Medical Centers and its units sought and obtained Judge Morris's order extending their time to file schedules of assets and liabilities and statement of financial affairs through June 14, 2010. The Debtors told Judge Morris at the May 19 hearing that they do not anticipate finishing compiling the information required to complete the Schedules by the current deadline of June 1. They assert that completing the Schedules will require the collection, review, and assembly of information from multiple business locations. The Debtors averred that the substantial size, scope, and complexity of their Chapter 11 cases and the volume of material that must be compiled and reviewed by their staff to complete the Schedules provides ample "cause" for justifying the requested extension. About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAINT VINCENTS: Wins Approval to Pay Patient Refunds & Expenses --------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates won authorization from the Bankruptcy Court, on a final basis, (i) to remit patient refunds, (ii) make payments for out- of-pocket reimbursements or to physicians providing services to Uniformed Services Family Health Plan members; and (iii) to turnover program expenses and physician payments in the ordinary course of their businesses with the understanding that the Physicians continue to perform in accordance with the current business practices. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, relates that one of the Debtors' most valuable services, which is currently being marketed for sale as a going concern, is their right to participate in a unique managed care program with the United States Department of Defense known as the "Uniformed Services Family Health Plan." Under this program, the Debtors provide health insurance to 11,400 members. These members, as patients, are entitled to reimbursement of out-of-pocket amounts paid to medical providers for services that are covered by the Debtors' insurance "indemnity" obligations. In other cases, member-patients pay little or no co-payment and the medical provider is paid directly by the Debtors. These medical providers, in turn, could pursue payment from the member- patients if the Debtors fail to reimburse the providers for covered services under the insurance program. Accordingly, the Debtors seek to make payments on behalf of the member-patients to these medical providers as required by the program. The Debtors estimate that they owe the Patient Refunds, Program Expenses and Physician Payments in these aggregate amounts: Patient Refunds $937,000 Program Expenses $137,000 Physician Payments $37,000 About Saint Vincents Catholic Medical Centers St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition April 14, 2010, in New York (Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed assets of $348 million against debt totaling $1.09 billion. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have a "a realistic chance" of paying all creditors in full, the bankruptcy left the medical center with more than $1 billion in debt. The new filing occurred after a $64 million operating loss in 2009 and the last potential buyer terminated discussions for taking over the flagship hospital. Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/- - is anchored by St. Vincent's Hospital Manhattan, an academic medical center located in Greenwich Village and the only emergency room on the Westside of Manhattan from Midtown to Tribeca, St. Vincent's Westchester, a behavioral health hospital in Westchester County, and continuing care services that include two skilled nursing facilities in Brooklyn, another on Staten Island, a hospice, and a home health agency serving the Metropolitan New York area. Saint Vincent Catholic Medical Centers of New York and six of its affiliates first filed for Chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). SAKS INCORPORATED: S&P Raises Corporate Credit Rating to 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New York City-based Saks to 'B+' from 'B-'. The rating outlook is stable. S&P also raised its issue-level rating on the company's unsecured debt to 'B+' (at the same level as the 'B+' corporate credit rating) from 'B-'. The recovery rating on this debt remains at '4', indicating out expectation of average (30% to 50%) recovery for lenders in the event of a payment default. "The ratings upgrade reflects the operational gains made by the company over the past few quarters, substantial improvement in credit protection metrics, and S&P's expectation for these trends to continue over at least the near term," explained Standard & Poor's credit analyst David Kuntz. The 'B+' rating on luxury retailer Saks reflect the company's narrow market, historical underperformance compared with important competitors (such as Neiman Marcus, Nordstrom, and Bloomingdale's), and fair credit protection metrics. After a challenging year for the company, performance has improved significantly due to a faster-than-expected increase in luxury retailing and weak comparisons from the first half of 2009. Same- store sales were positive in all three months of fiscal 2010, with a first-quarter comparable increase of 6.1%. Top-line improvements were driven by increases in both traffic and spending, as well as substantial gains from the direct business. Margins also increased substantially over the past year, as the company has been able to manage its inventory levels to expected sales, reduce promotional activity, and lower operating expense by about $150 million over the past 18 months. Operating margins increased to 8.5% at May 1, 2010, compared with 1.5% for the prior period in 2009. Inventories are about 10% lower year over year on a comparable-square-foot basis. S&P expects performance to maintain its positive momentum over the near term. S&P believes same-store sales are likely to be in the mid-single digits, driven by positive comparable sales and new store growth. S&P anticipates margins to be in the 10% range, with the company maintaining tight inventory levels and reducing its promotional cadence. The company's credit protection profile improved significantly over the past year. Debt to EBITDA declined to 4.6x at May 1, 2010, from 51.4x in the prior year, and interest coverage increased to 2.4x from 0.3x. Although debt declined modestly due to some repayment, the primary driver was 885% growth in EBITDA year over year. S&P believes that credit metrics are likely to continue to improve over the near term, with the company maintaining its positive operational momentum and repaying near- term maturities with cash on hand. In S&P's view, leverage could decline to about 3.6x, with interest coverage in the upper-2.0x area under favorable business conditions. However, if margins remain in line with current levels, S&P would expect leverage and interest coverage to be about 4.0x and 2.5x, respectively, for the current fiscal year. SAND HILL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Sand Hill Foundation, LLC P.O. Box 1661 Center, TX 75935 Bankruptcy Case No.: 10-90209 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Lufkin) Debtor's Counsel: Jeffrey Wells Oppel, Esq. Oppel, Goldberg & Saenz P.L.L.C. 1010 Lamar, Suite 1420 Houston, TX 77002 Tel: (713) 659-9200 Fax: (713) 659-9300 E-mail: fedfilings-jwo@ogs-law.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company says that assets total $10,908,465 while debts total $16,369,846. The petition was signed by Delicia Eaves, president. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bass Drillling, Inc. Pending Action $3,950,924 c/o David Lacy Pybus Preis & Roy 601 Poydras, Suite 1700 New Orleans, LA 70130 Rycar Investments, LLC Mortgage Loan $2,522,647 620 State Highway 87 North Center, TX 75935 Sabine State Bank & Trust Co., Inc. Mortgage Plan $2,268,135 P.O. Box 670 Many, LA 71449 J. Gregg Pritchard, Plan Trustee Pending Action $782,974 c/o Patrick Kelley Ireland, Carrol & Kelley, PC 6101 S. Broadway, Suite 500 Tyler, TX 75703 Little Nut Oil Co. Trade Debt $338,710 344 Klondike St. Carthage, TX 75633 Internal Revenue Service 941 Taxes $174,651 Evergreen Tank Solutions Trade Debt $109,653 Cudd Pressure Control, Inc. Pending Action $81,575 Fluid Disposal Specialties, Inc. Trade Debt $81,104 Waukesha-Pearce Industries, Inc. Trade Debt $79,301 G&K Services Co. Pending Action $70,000 Panola County Tax Office Personal Property $63,353 Taxes Panola County Tax Office Personal Property $60,868 Taxes White Shaver, PC Attorney Fees $57,182 Scott Construction Equipment Co. Trade Debt/ $53,177 Pending Action CCLA, L.L.C. M&M Lien $50,500 Galyean Equipment Co., Inc. Trade Debt $49,849 Shreveport Mack Sales, Inc. Trade Debt $49,729 Hertz Equipment Rental Corp. Trade Debt $45,653 Omni Industrial Solutions LLC Trade Debt $41,660 SPRINT NEXTEL: Shareholders Elect 10 to Board of Directors ---------------------------------------------------------- Sprint Nextel Corporation disclosed that these nominees were elected to serve on the Company's board of directors: * Robert R. Bennett * Gordon M. Bethune * Larry C. Glasscock * James H. Hance, Jr. * Daniel R. Hesse * V. Janet Hill * Frank Ianna * Sven-Christer Nilsson * William R. Nuti * Rodney O'Neal The company said the number of common shares present at the Annual Meeting of Shareholders was 2,562,658,241 or 86.10% of the common shares outstanding on March 12, 2010, the record date for the meeting. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of December 31, 2009, the Company had $55.424 billion in total assets against $37.329 billion in total liabilities. The December 31 balance sheet showed strained liquidity: as of December 31, 2009, the Company had $8.593 billion in total current assets against $6.785 billion in total current liabilities. Sprint has posted a net loss for three consecutive years -- reporting a net loss of $2.436 billion in 2009 from a net loss of $29.444 billion in 2007 and $2.796 billion in 2008. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating and Standard & Poor's Ratings Services' BB issuer credit rating. Moody's Investors Service has assigned a Baa2 rating to Sprint Nextel Corporation's proposed $2.25 billion senior unsecured revolving credit facility. The new facility will mature in the later half of 2013 and will replace the existing $4.5 billion credit facility that was due to expire in December 2010. Fitch Ratings has assigned a 'BB' rating with a Negative Rating Outlook to the new proposed unsecured $2.25 billion revolving credit facility at Sprint Nextel Corporation. The credit facility will mature in 2013. Concurrently, Fitch will withdraw the ratings on Sprint Nextel's $4.5 billion unsecured revolving credit facility at the time of closing. STANISLAW HOPPE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Stanislaw Hoppe Bogumilla Hoppe 8106 Lake Serene Drive Orlando, FL 32836-5019 Bankruptcy Case No.: 10-08988 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: James H Monroe, Esq. James H. Monroe, P.A. P.O. Box 540163 Orlando, FL 32854 Tel: (407) 872-7447 Fax: (407) 246-0008 E-mail: jhm@jamesmonroepa.com Scheduled Assets: $672,742 Scheduled Debts: $2,518,101 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-08988.pdf The petition was signed by Stanislaw Hoppe and Bogumilla Hoppe. STANLEY SIMMONS: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: Stanley Simmons aka Stanley T. Simmons 1626 Wellington Road Los Angeles, CA 90019 Bankruptcy Case No.: 10-30739 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Peter M. Lively, Esq. The Law Offices of Peter M Lively 11268 Washington Blvd. Ste 203 Culver City, CA 90230-4647 Tel: (310) 391-2400 Fax: (310) 391-2462 E-mail: PeterMLively2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rancho Federal Credit Union $28,409 12620 Erickson Street Downey, CA 90242-4013 The petition was signed by Stanley Simmons. STUART COHEN: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Stuart B. Cohen aka Stuart B David Cohen aka Stuart B D Cohen Sylvia Chau-Cohen aka Sylvia C Cohen 6 Veneto Newport Coast, CA 92657 Bankruptcy Case No.: 10-16921 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Marc C. Forsythe, Esq. 18101 Von Karman Avenue Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.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/cacb10-16921.pdf The petition was signed by Stuart B. Cohen and Sylvia Chau-Cohen. STYRON: S&P Assigns 'B+' Corp. Credit Rating; Outlook is Stable --------------------------------------------------------------- U.S.-based Dow Chemical Co. (BBB-/Stable/A-3) has signed an agreement to sell certain assets to an affiliate of Bain Capital Partners for approximately $1.6 billion. Bain Capital expects to partly fund the proposed purchase with first-lien and second-lien debt and with other sources including an equity contribution. S&P is assigning a 'B+/Stable/--' corporate credit rating to a newly formed entity established to hold the assets, called Styron. S&P is also assigning debt ratings. The stable outlook reflects S&P's view that Styron's operating results and liquidity will remain sufficient to support credit quality, and that initial leverage is aggressive but reasonable at the current ratings. Nevertheless, S&P expects some volatility in performance due to supply and demand imbalances or adverse raw material trends. Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to Styron. The outlook is stable. At the same time, S&P assigned its 'BB-' issue rating and '2' recovery rating to the company's proposed first-lien debt consisting of a $240 million revolving credit facility and a $675 million first-lien term loan. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%) in the event of a payment default. S&P also assigned a 'B-' issue rating and '6' recovery rating to the company's proposed $125 million second-lien debt. The '6' recovery rating indicates S&P's expectation for negligible recovery in the event of a payment default. Ratings are based on preliminary terms and conditions. An affiliate of Bain Capital Partners expects to use proceeds from the proposed debt issue to partly fund the acquisition of certain assets from The Dow Chemical Co. Other components of the approximately $1.6 billion purchase price include a $643 million equity contribution by Bain Capital. Total adjusted debt as of Dec. 31, 2009, pro forma for the acquisition and related financing, was approximately $1 billion. S&P adjusts debt to include the present value of operating leases, tax adjusted environmental liabilities, proportionate share of debt at joint ventures, unfunded postretirement obligations, and employee benefits. "The ratings reflect Styron's aggressive financial profile and weak business profile, as a leading but commodity-oriented producer of petrochemical products," said Standard & Poor's credit analyst Paul Kurias. S&P views Styron's financial profile as appropriate to support credit quality, but S&P incorporate the potential for an increase in leverage from moderate levels at the closing of the acquisition and financing transaction. While S&P expects that Styron will benefit from an ongoing economic recovery, earnings and cash flow are expected to weaken during periods of demand compression in the company's cyclical end markets, or during periods of input cost volatility and related working capital swings. S&P also factors in the potential for additional debt should Styron's private equity ownership decide to implement growth initiatives or to distribute dividends utilizing additional debt. TAYLOR-WHARTON: Obtains Confirmation of Reorganization Plan ----------------------------------------------------------- Taylor-Wharton International LLC obtained confirmation of its Plan of Reorganization from the U.S. Bankruptcy Court. The Company expects to emerge from Chapter 11 restructuring by June 30, 2010. "The Plan confirmed today will reduce TWI's debt obligations by more than 50%, significantly improve our financial foundation, and create financial flexibility, all while maximizing value for our creditors," said Bill Corbin, chairman and chief executive officer of TWI. "The Court ruling puts us on track to emerge from Chapter 11 restructuring in the next few weeks as a stronger company, better positioned to compete in the markets we serve." The Hon. Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware today signed an order confirming the Plan following a hearing yesterday. More than 92% of creditors who cast ballots voted in favor of confirmation. The Company will begin making distributions to creditors once the Plan becomes effective. Separately, the Company is currently pursuing the sale of its Huntsville, Alabama cylinder operations. As previously announced, TWI has selected Norris Cylinder Corp. ("Norris") as a stalking horse bidder for the assets under Section 363 of the U.S. Bankruptcy Code. Norris has agreed to purchase the assets for $11 million, subject to certain adjustments detailed in the asset purchase agreement dated April 30, 2010. The Company will hold a court-authorized auction to select the highest and best offer at the offices of Reed Smith LLP in Wilmington, Del. on June 3, as is required under the Bankruptcy Code. As previously reported, TWI implemented a voluntary restructuring on November 18, 2009, to execute an agreement in principle with the holders of its mezzanine senior subordinated secured notes and holders of its first lien notes to significantly improve the Company's capital structure and create financial flexibility. Upon emergence from Chapter 11, the Company will receive improved terms from its lenders and access to new financing, including a $25 million credit facility. The agreement also calls for the investment of new equity capital by the mezzanine holders and the Company's financial sponsors, in support of the overall refinancing strategy. Trade creditors will be fully compensated. About Taylor-Wharton Taylor-Wharton International, LLC, is the world's leading technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TBR USA: Court Resolves Disputed Chapter 7 Trustee Election ----------------------------------------------------------- Disagreeing with the approach taken by other bankruptcy courts, WestLaw reports, a bankruptcy judge in Indiana held that the universe of creditors holding "allowable" unsecured claims which are undisputed, fixed and liquidated, for purpose of deciding whether a creditor is eligible to vote at the election of a Chapter 7 trustee, consists of creditors who have filed satisfactory proofs of claim by the time of the election, claims which have not been objected to prior to that time and which are not "insufficient" on their face, as supplemented, for a trustee election arising in a case that originated under Chapter 11, by creditors that the debtor scheduled as holding unsecured claims that were not disputed, contingent or unliquidated. Furthermore, a creditor that has filed only a secured proof of claim may not, by bifurcation of its claim, be included within the universe of creditors holding "allowable" unsecured claims. In re TBR USA, Inc., --- B.R. ----, 2010 WL 1931869 (Bankr. N.D. Ind.) (Klingeberger, J.). TBR USA, INc., sought protection under chapter 11 (Bankr. N.D. Ind. Case No. 06-60429) on March 15, 2006, and the case was converted to a Chapter 7 liquidation proceeding on Nov. 3, 2006. At the meeting of creditors pursuant to 11 U.S.C. Sec. 341, four of the Debtor's creditors requested the election a chapter 7 trustee. The U.S. Trustee was presented with multiple disputes about voting eligibility, claim amounts and ballot tabulation, and the election process ended with multiple disputes. The Honorable J. Philip Klingeberger held an evidentiary hearing on April 26, 2007. A two-year appeal to the District Court followed. Unless overturned by a higher court, Stacia L. Yoon, Esq., at Genetos, Retson, Yoon & Molina, LLP, in Merrillville, Ind., will continue to serve as the Chapter 7 Trustee. TENNECO INC: Moody's Raises Corporate Family Rating to 'B2' ----------------------------------------------------------- Moody's Investors Service raised the ratings of Tenneco Inc. -- Corporate Family and Probability of Default Ratings to B2 from B3, and assigned a Ba2 rating the company's new $150 million senior secured term loan B and amended revolving credit facility. In a related action Moody's raised the ratings on the company's existing senior secured bank debt to Ba2 from Ba3, the second-lien senior secured note to Ba3 from B1, the senior unsecured notes to B2 from B3, and the senior subordinated notes to Caa1 from Caa2. The rating outlook was revised to stable from positive at the higher rating level. The upgrade of Tenneco's Corporate Family Rating to B2 reflects Moody's view that the trajectory of the company's performance and resulting credit metrics over the intermediate term will be favorably supported by recent trends in North American automotive production levels and Moody's expectation that automobile registrations in Europe in 2010 will not lag the global recovery as dramatically as previously anticipated. Moody's expects this revised view of projected European registrations to benefit automotive production which was previously expected to decline 3% for 2010. Approximately 44% of Tenneco's revenues are in the company's European, South American, and Indian markets. While the North American operations of the Detroit-3 account for about 21% of the company's revenues, this risk is being partially mitigated by Ford's improving profitability and market share, and improving profitability and stabilizing market share for GM's retained product lines. These improved conditions will allow the company to leverage its improved cost structure through the remainder of 2010. Tenneco's aftermarket business (22% of revenues) also should benefit from increasing consumer spending as economic conditions stabilize. Higher commercial vehicle program launches to new customers beginning in late 2010 and into 2011 related to meeting emissions regulations also are expected to support the ratings. Tenneco's EBIT/Interest (including Moody's Standard adjustments) approximated 1.3x and Debt/EBITDA approximated 4.0x for the LTM period ending March 31, 2010. The stable outlook reflects Moody's expectation that Tenneco's credit metrics will support the assigned rating over the intermediate-term and incorporate the seasonal nature of the company's operations. Moody's anticipates that Tenneco will benefit from higher levels of commercial vehicle program launches over the intermediate-term. However, improvements in the company's end markets may be weighed by the potential negative economic impact of government debt restructurings of certain Eurocurrency countries on financing availability. Tenneco has launched a transaction to amend and extend all or a significant portion of its commitments under its $550 million revolving credit facility and refinance its existing $128 million term loan A facility. The amended revolver will mature in May 2014 compared to March 2012 for the existing revolver. The new $150 million term loan B facility will mature in May 2016. The amended revolving credit facility will have an early termination date of 91 days prior to the maturity of company's letter of credit/revolving loan facility, and the second lien notes. The new term loan facility will have an early termination date of 91 days prior to the maturity of company's second lien notes and senior subordinated notes. Tenneco is expected to have an adequate liquidity profile over the near-term. As of March 31, 2010, the company maintained cash and cash equivalents of $193 million. The current transaction will eliminate the previous term loan A amortization requirement and Moody's expects this change to result in a more modest cash burn over the next twelve months. The company's extended revolving credit facility is expected to retain the vast majority of the previous $550 million commitment, while the $130 million commitment and 2014 maturity of senior secured tranche B revolver/letter of credit facility will remain unchanged. These facilities were unfunded as of March 31, 2010 with about $51 million of outstanding letters of credit. Moody's, expects Tenneco's performance over the next twelve months to provide ample cushion under the revised financial covenants of the amended bank credit facilities, supporting access to the commitments under the revolving credit and tranche B facilities. Alternative sources of liquidity are limited as essentially all the company's assets are pledged to secure the bank credit facilities. These ratings were raised: * Corporate Family rating, to B2 from B3; * Probability of Default rating, to B2 from B3; * Existing $550 million first lien senior secured revolving credit facility, to Ba2 (LGD2, 11%) from Ba3 (LGD2, 10%), (ratings to be withdrawn if fully refinanced); * $130 million first lien senior secured letter of credit / revolving loan facility, to Ba2 (LGD2, 11%) from Ba3 (LGD2,10%), (ratings to be withdrawn if fully refinanced); * 10.25% guaranteed senior secured second-lien notes due 2013, to Ba3 (LGD2, 29%) from B1 (LGD2, 28%); * 8.125% guaranteed senior unsecured notes due 2015, to B2 (LGD4, 51%) from B3 (LGD4, 50%); * 8.625% guaranteed senior subordinated notes due November 2014, to Caa1 (LGD5, 84%) from Caa2 (LGD5, 84%) This rating was assigned: * Ba2 (LGD2, 11%) to the amended $550 million first lien senior secured revolving credit facility, maturing in 2014; * Ba2 (LGD2, 11%) to the new $150 million first lien senior secured term loan B, maturing in 2016 The last rating action for Tenneco was on March 29, 2010, when the company's B3 Corporate Family Rating was affirmed and the rating outlook changed to positive. Tenneco, headquartered in Lake Forest, Illinois, is a leading manufacturer of automotive emissions control (approximately 63% of sales) and ride control (approximately 37% of sales) products and systems for both the worldwide original equipment market and aftermarket. Leading brands include Monroe(R), Rancho(R), Clevite(R), and Fric Rot ride control products and Walker(R), Fonos, and Gillet emission control products. Net sales in 2009 were approximately $4.6 billion. TENNECO INC: S&P Assigns 'BB-' Rating on Proposed $150 Mil. Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'BB-' issue-level rating to Tenneco Inc.'s proposed $150 million term loan B expiring 2016 and to its amended and extended revolving credit facility of up to $550 million expiring 2014. At the same time, S&P assigned its recovery rating of '1' to the proposed facilities, indicating its expectation that lenders will receive very high (90% to 100%) recovery in the event of a default. Proceeds from the new term loan B will be used to refinance the existing $128 million term loan A, as of March 31, 2010, and for general corporate purposes. The proposed facilities will extend the maturity structure. Although the borrowing spread on the revolving credit facility remains the same, the spread on the term loan B does increase. The commitment fee on the new revolving facility is also higher. The company's next large debt maturity will be $245 million in second-lien notes that mature July 2013. The proposed facilities will have the same collateral package as the existing loans, and less restrictive covenants. The proposed facilities are secured by a perfected first-priority security interest (to the extent required by the existing credit agreement) on substantially all of the assets of the loan parties (subject to exclusions consistent with the existing credit agreement and a 65% limitation on the capital stock of each of the borrower's direct and indirect first-tier subsidiaries [with no pledge of the capital stock of other foreign subsidiaries]). Certain domestic subsidiaries guarantee the bank debt. The 'B' corporate credit rating on Lake Forest, Ill.-based Tenneco reflects the company's high leverage and substantial exposure to the highly cyclical light-vehicle and commercial-vehicle markets. Ratings List Tenneco Inc. Corporate credit rating B/Positive/-- New Rating Tenneco Inc. Senior Secured US$510 mil. revolver bank ln BB- Recovery Rating 1 US$150 mil. term loan B bank ln BB- Recovery Rating 1 TOUCHTON INDUSTRIES: Abal Auction Liquidates Equipment Assets ------------------------------------------------------------- Abal Auction Real Estate disclosed the online auction liquidation of equipment assets of Touchton Industries in Jacksonville, Fla., according to Dr. Joseph Abal, auctioneer. In a common theme, Touchton Industries of Jacksonville, Florida has closed its doors due to financial problems. The 100 year old company started by the Touchton Family in the late 1800's provided manufacturing of over 650 different locomotive passenger, transit and freight components. It also serviced and remanufactured a wide variety of parts for the train industry and touted Union Pacific, Miami-Dade Transit, CSX Corporation, General Electric and Alaska Railway as its clients. In the metro railcar division, it serviced and manufactured parts for the Los Angeles, Washington, D.C., and New York Transit Systems. The company was sold by Frank Touchton in 2003 and a series of financial problems besieged the company. The bank-ordered sale of all equipment assets is being handled by Abal Auction Real Estate of Tallahassee, Florida. Abal Auction Real Estate (AARE) is a full-service auction appraisal company, billed as a "brick and click" company. AARE has been involved in a variety of bankruptcy bank-related asset sales. Their auction sales experience has included food service, coffee shops, automotive-related businesses to heavy equipment facilities like Touchton Industries. USPAP certified appraisers, Abal, and partner, Betty Evans, were originally retained to recertify a SBA appraisal of the facility. Months later the bank closed on the secured debt and enlisted the AARE team to auction all personal hard assets in the machine shop. The auction will include Fadal, Mazak machining centers, lathes, Bridgeport, Jorgensen and more. Box lots include end mills, cutters and micrometers. Entire office centers including desks, computers, printers and telephones will also be auctioned. The auction is an online timed event being auctioned at www.abalauction.com. The bidding is available online now on the website with a June 1 preview and inspection at the Touchton facility in Jacksonville. The sale concludes June 7, 2010, at 1:00 p.m. All questions can be directed to Abal Auction Real Estate at (850) 510-2501 or (850) 926-9160. TRANSUNION CORP: Moody's Assigns Corporate Family Rating at 'B1' ---------------------------------------------------------------- Moody's Investors Service has assigned first-time corporate family and probability of default ratings of B1 to TransUnion Corp. (the parent company of Trans Union LLC, the primary debt issuing subsidiary). Concurrently, Moody's assigned Ba3 ratings to the company's proposed $250 Million Senior Secured Revolving Credit Facility due 2015 and $940 Million Senior Secured Term Loan due 2017 and a B3 rating to the proposed $645 Million Senior Unsecured Notes due 2018. On April 29, 2010, TransUnion announced that Madison Dearborn Partners, LLC will acquire a 51 percent equity stake in TransUnion. The Pritzker family business interests and management of TransUnion will retain 49 percent ownership of the company. The B1 CFR reflects TransUnion's high initial pro-forma leverage of 5.5x following the close of the leveraged buyout transaction and the concentrated business profile which is highly dependent on U.S. consumer activity. Ongoing declines in mortgage and other loan originations stemming from the credit crisis also weigh on the rating. The B1 rating is supported by the company's strong market position as one of the three leading global consumer credit bureaus, its broadly diversified customer base marked by long-standing relationships, and relatively solid financial performance through economic cycles. The company's business model has proven to be relatively resilient due to its steady processing fee based revenues, solid operating margins, and effective cost controls. The company's scaleable proprietary database and technological capabilities provide a competitive advantage over smaller players or potential entrants. The stable rating outlook reflects Moody's expectation that under Moody's base case scenario of 2-3% GDP growth in the U.S. for 2010, TransUnion will continue to generate free cash flow consistent with historical levels due to its recurring processing fees of its credit reporting franchise. These first-time ratings/assessments were assigned: * Corporate Family Rating -- B1 * Probability of Default Rating -- B1 * $940 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD-3, 30%) * $250 Million Senior Secured Revolving Credit Facility due 2015 - - Ba3 (LGD-3, 30%) * $645 Million Senior Unsecured Notes due 2018 -- B3 (LGD-5, 84%) Headquartered in Chicago, Illinois, TransUnion Corp., with revenues of $923 million for the twelve months ended March 31, 2010, is a leading provider of credit reporting data and information management services to companies and individual consumers. TRIBUNE CO: Broadcasting Names Cruse as Duoply Manager ------------------------------------------------------ Tribune Broadcasting named New Orleans native John Cruse as Vice President/General Manager of its New Orleans television duopoly, WGNO-TV/WNOL-TV, effective immediately. Mr. Cruse, who previously served as director of sales for the two stations, has spent his entire career in radio and television advertising in the New Orleans market and knows the community extremely well. "John's talent and energy, his experience in this market and his strong ties to the community make him the ideal choice to lead our New Orleans TV stations," said Jerry Kersting, Tribune Broadcasting President. "He knows instinctively what will work locally and what won't, and how we can best serve the interests of our viewers and advertisers because he was born down the bayou in Houma, Louisiana, and moved to New Orleans in the eighth grade." Mr. Cruse was appointed WGNO/WNOL's director of sales in 2005, responsible for overseeing all sales efforts at both TV stations. Prior to that, he was local sales manager for WGNO, managing a nine-person sales staff and overseeing all local and regional sales. Mr. Cruse has held sales and advertising jobs of increasing responsibility in New Orleans since beginning his career KHOM-FM as an account executive in 1993. He has also seen WGNO/WNOL through some of New Orleans' most difficult times, having served as interim general manager for the TV stations in the late summer of 2008 when Hurricane Gustav hit southern Louisiana. "Over the last several years, this market and the people who live and work here have been through some tremendous change," said Cruse. "I'm a local guy with local ties who loves living in New Orleans and wants nothing but success for these two stations -- we intend to keep developing our news and local programming and to be aggressive in our promotional campaigns as we create unique brands for WGNO and WNOL." About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: D. Thomas Named EVP & GM for Tribune365 --------------------------------------------------- Tribune Company announced that, effective immediately, Doug Thomas has been promoted to executive vice president/general manager for Tribune365, the company's national sales solutions group. As executive vice president/general manager for Tribune365, Tribune's national sales solutions group, Mr. Thomas will be responsible for all of Tribune365's activities and will focus on key sales development opportunities and growing revenue. Tribune365 offers advertisers a one-stop resource for multi- market, integrated and creative cross-platform sales and marketing solutions to connect their brand with their customers. "Doug has been a partner in the success of Tribune365 since its inception, and has played a key role in developing and implementing our strategy," said Don Meek, executive vice president/chief revenue officer for the company's interactive and publishing divisions. "We will continue to work together closely to ensure that our national sales organization continues bringing innovative and relevant solutions to the marketplace." "I look forward to building on the positive momentum and results this group is driving, particularly over the last three to four months, and to building on Tribune's reputation as an innovator and leader in the industry," said Mr. Thomas. Previously, Mr. Thomas held the position of senior vice president and general manager for the western and retail divisions of Tribune365. He joined Tribune Company in 2000 and has held leadership titles including vice president/advertising for the company's publishing division, senior vice president/strategy and development for Tribune Media Net, and vice president/advertising for the Chicago Tribune. Prior to Tribune, he held advertising and marketing positions at Time, Inc., the National Football League, Saatchi & Saatchi, Foote Cone & Belding and the United States Football League. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Don Meek Named EVP & Chief Revenue Officer ------------------------------------------------------ Tribune Company announced that Don Meek has been named executive vice president/chief revenue officer for its interactive and publishing divisions effective immediately. Mr. Meek will be responsible for developing and implementing sales strategies for the company's interactive and publishing divisions, including cross-media sales. He will lead Tribune's sales management efforts, identify and implement key initiatives companywide and focus on improving the company's revenue management and marketing capabilities. "Don's experience at Tribune and his knowledge of the sales and marketing industry make him the right choice to lead our sales force and grow sales across media platforms," said Gerry Spector, chief operating office at Tribune. "He's the guy who sees the revenue before it sees us." "I'm fired up to take on this broader role within the publishing and interactive organization at Tribune," said Mr. Meek. "We have outstanding sales teams in our local markets and I'm looking forward to working in partnership with our sales leaders to accelerate our success." Previously, Mr. Meek held the president/national media sales for Tribune's interactive and publishing divisions, as well as president/integrated media for The Los Angeles Times. Mr. Meek brings a wealth of knowledge from prior sales and media posts at Sony Pictures Entertainment, iFilm Corp, Engine and Fox Sports Net. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Fremont Lumber Wants to File Late Claims ---------------------------------------------------- Fremont Lumber Company asks the U.S. Bankruptcy Court for the Southern District of New York for authority to file two late proofs of claim. The bar date for filing proofs of claim expired on August 12, 2009. Erin L. Eliasen, Esq., at Stoel Rives LLP, in Portland, Oregon, tells the Court that the Debtors did not publish notice of the Bar Date in Oregon and Fremont Lumber did not receive any written notice of the Debtors' Chapter 11 proceedings. Ms. Eliasen contends that the Debtors will not suffer any prejudice if Fremont is allowed to file the Two Proofs of Claim because no disclosure statement or Chapter 11 plan has been filed yet. She notes that the Debtors' Chapter 11 cases are approximately one year old. Fremont and Debtor Tronox Worldwide LLC f/k/a Kerr McGee Chemical Worldwide LLC are parties to a "Consent Decree" filed January 20, 2006, in the U.S. District Court for the District of Oregon. Under the Consent Decree, Tronox Worldwide, Fremont and Western Nuclear Incorporated agreed, among other things, to finance and perform a remedial action at the White King/Lucky Lass Superfund site in the Fremont National Forest near Lakeview, Oregon. In connection with the Consent Decree, Fremont and Tronox Worldwide entered into an "Agreement of Compromise and Settlement and Release of Claims" regarding the White King/Lucky Lass Superfund site. Kerr McGee Chemical LLC n/k/a Tronox LLC, guaranteed Tronox Worldwide's obligations under the Settlement Agreement. Under the Settlement Agreement, in exchange for a cash-out payment made by Fremont to Tronox Worldwide, Tronox Worldwide agreed to conduct the remediation at the Site and to indemnify and hold harmless Fremont for any and all liabilities related to the site. Ms. Eliasen says that pursuant to the Consent Decree and the Settlement Agreement, Tronox and Tronox Worldwide conducted the remedial activities required by the Consent Decree through at least the Petition Date. However, on April 22, 2010, she received an e-mail from the U.S. Environmental Protection Agency stating that Tronox and Tronox Worldwide had ceased paying EPA oversight costs. Should EPA require Fremont to complete the remedial activities or pay oversight costs, Fremont is entitled under the Settlement Agreement to be indemnified and held harmless by Tronox and Tronox Worldwide for all costs, damages and expenses, Ms. Eliasen argues. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: LaGrange Plea to File Late Claims Rejected ------------------------------------------------------ The U.S. Bankruptcy Court has denied the request made by LaGrange Capital Partners LP and LaGrange Capital Partners Offshore Fund, Ltd., to file a proof of claim out of time. The Court points out that recognition of class status in securities litigation does not guaranty recognition of class status in a bankruptcy case, nor is the pendency of class securities litigation a prerequisite to the filing of a class proof of claim in a bankruptcy court, although it may be relevant. Even after they were appointed, the Lead Plaintiffs were dilatory in filing, the Court further points out. The Court explains that the reason offered for the delay is unpersuasive because the Lead Plaintiffs merely contend that they were preoccupied with the securities litigation. The Court, however, notes that the Lead Plaintiffs had time to enter two appearances in these chapter 11 cases on discovery and insurance issues in the Debtors' Chapter 11 cases. * * * LaGrange Capital Partners LP and LaGrange Capital Partners Offshore Fund, Ltd., raise an appeal to the U.S. District Court for the Southern District of New York from the Bankruptcy Court's ruling denying their request to file late proofs of claim and request for class certification. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wins Approval of Kress Creek Settlement --------------------------------------------------- Tronox Incorporated and its debtor affiliates sought and obtained approval from Judge Allan L. Gropper of the United States Bankruptcy Court for the Southern District of New York of a settlement they entered into with the United States Government regarding: -- the scope of remediation work at certain sites in and around West Chicago, Illinois; and -- a dispute over the Debtors' right to reimbursement from the U.S. Department of Energy for past remediation expenditures at the West Chicago sites. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors are performing a wide range of environmental remediation work at various sites across the U.S. pursuant to federal and state consent decrees and administrative orders that require remediation, monitoring or other cleanup activity. Remediation efforts include work performed in West Chicago, Illinois, at (a) a facility known as the "Rare Earths Facility" pursuant to requirements imposed by a license issued by the Illinois Emergency Management Agency; and (b) four vicinity sites not owned by the Debtors but assumed cleanup operations at the time of the Debtors' spinoff from Kerr-McGee Corporation in 2006. Mr. Cieri notes that the Department of Energy provides reimbursement of remediation costs incurred at specific sites that were used at least in part to supply thorium and uranium to the United States. He explains that the reimbursements are designed to encourage continued remediation at the sites. The Debtors' expenditures at the West Chicago Sites qualify for reimbursement, and the Debtors are eligible to receive reimbursement from the DOE for 55.2% of certain remediation costs expended at the West Chicago Sites, Mr. Cieri asserts. Mr. Cieri discloses that the Debtors have received approximately $315 million in reimbursements on account of more than $625 million in remediation expenditures from the DOE. Due to funding deficiencies in recent years, the DOE has built an outstanding balance for reimbursement owed to the Debtors for their remediation expenditures at the West Chicago Sites. Accordingly, the Debtors are owed approximately $25 million in past due reimbursement, Mr. Cieri notes. However, the U.S. Government informed the Debtors that the DOE had placed the Reimbursement on administrative hold pending discussions between the Parties regarding the United States' alleged right under Section 553 of the Bankruptcy Code to setoff the Reimbursement against its prepetition claims against the Debtors, Mr. Cieri says. For these reasons and in light of the likelihood of complex and protracted litigation that would be necessary to resolve the setoff dispute, the Parties engaged in extensive discussions regarding a settlement of the Reimbursement dispute and the funding of additional remediation work at the West Chicago Sites. Specifically, the Settlement Agreement provides that the DOE will release the $25 million in reimbursement funds to a third-party escrow account to fund remediation work at the West Chicago sites until the effective date of Tronox's plan of reorganization. After the effective date of the Debtors' Chapter 11 Plan of Reorganization, any reimbursement funds remaining in the escrow account will be turned over to a trust, to be formed pursuant to the Plan, which will perform, manage and implement remediation activities at the West Chicago sites going forward. In addition, the Debtors will transfer to the trust all right, title and interest in any future DOE reimbursements to which the Debtors may be entitled for remediation work performed at the West Chicago sites during and after 2009, including pursuant to the Kress Settlement Agreement. An executed copy of the Kress Settlement Agreement is available for free at http://bankrupt.com/misc/TrnxKressSttlmt.pdf About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Posts $32 Million Net Loss in Q1 2010 ---------------------------------------------------------- Trump Entertainment Resorts, Inc., filed its quarterly report on Form 10-Q, showing a net loss of $32.0 million on $168.4 million of net revenues for the three months ended March 31, 2010, compared with a net loss of $65.6 million on $192.3 million of net revenues for the same period of 2009. Loss from operations was $21.3 million during the three months ended March 31, 2010, compared to $26.8 million during the three months ended March 31, 2009 due to the decrease in net revenues partially offset by a $29.3 million decrease in total costs and expenses. The decrease in total costs and expenses was primarily due to a $13.1 million decrease in gaming expenses and an $11 million decrease in reorganization expense and related costs. Interest expense was $10.9 million during the three months ended March 31, 2010, compared to $39.3 million during the three months ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $1.372 billion in assets and $2.096 billion of liabilities, for a stockholders' deficit of $723.8 million. On December 24, 2009, the Debtors and the Ad Hoc Committee filed with the Bankruptcy Court the AHC/Debtors Plan and AHC/Debtors Disclosure Statement. On May 7, 2010, the Bankruptcy Court entered an order confirming the AHC/Debtors Plan. The Company anticipates that the effective date of the AHC/Debtors Plan will occur during the third quarter of 2010. If the AHC/Debtors Plan becomes effective, the Debtors will receive $100 million in available funds upon emergence to fund their operations and capital expenditures, as well as to repay any borrowings under the DIP Note Purchase Agreement. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?623e Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. UNITED REFINING: S&P Affirms Corporate Credit Rating at 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Warren, Pa.-based United Refining Co., including the 'B' corporate credit rating. At the same time, S&P removed all ratings from CreditWatch, where they had been placed with negative implications on March 9, 2010. The outlook is negative. "The rating actions follow S&P's assessment that a good spring and summer asphalt paving season, coupled with improving margins in the Northeast market, could generate positive cash flow over the next few quarters. This partially offsets United's weak liquidity position, which stood at about $73 million at Feb. 28, 2010," said Standard & Poor's credit analyst Marc Bromberg. S&P expects EBITDA, and liquidity, to sequentially improve in both the third and fourth quarter of the company's 2010 fiscal year (ending in August). The forecast reflects S&P's view that industry conditions should improve as a result of improved oil margins (at around $15-$18 per barrel in the second quarter of 2010), while the third and fourth quarter should show sequential improvement over the first half of the year due to the seasonal pickup associated with the paving season (asphalt represented about 30% of sales in the second half of 2009). S&P anticipates that this year's paving season could be stronger than typical years, primarily related to an unusually harsh winter in the Northeast. Nevertheless, S&P remains cautious about the refining industry and view United as vulnerable in the event that conditions deteriorate meaningfully. S&P believes United's financial measures will remain weak given its high debt burden, which stood at $574 million at Feb. 28, 2010 (including $87 million of pension obligations and $56 million of operating leases). Leverage was 13.3x for the last-12-months (LTM) period ending Feb. 28, 2010. Given the weak EBITDA performance in the first half of the year (Standard & Poor's adjusted EBITDA of negative $41.1 million through both first and second quarters), S&P expects debt leverage to remain at significantly higher levels for the rating and United's historical 4x-5x range. However, S&P expects credit metrics to improve with stronger industry conditions, though S&P notes that a sustained pickup is highly unlikely. The negative outlook reflects S&P's concern that United Refining's liquidity could deteriorate meaningfully if industry conditions do not improve in the second half of the year. S&P would expect to lower the rating if total liquidity drops below $45 million. S&P would also lower ratings if EBITDA interest coverage falls below 1.5x on a seasonally adjusted basis. A revision of the outlook to stable is unlikely in the near term, given S&P's expectations of continued poor refining margins, weak financial measures, and a vulnerable liquidity position. S&P would expect to see leverage below 4x to consider a positive action on either the outlook or the rating. US AIRWAYS: CEO Doug Parker's Compensation Fell 31% in 2009 ----------------------------------------------------------- US Airways Group Inc.'s Chairman and Chief Executive Officer Doug Parker's total compensation fell 31 percent or about $2.6 million in 2009, based on an analysis by The Associated Press. According to the report, Mr. Parker's $550,000 base salary didn't change. He didn't get incentive pay tied to financial goals. However, he received $429,000 in incentive pay because the airline met operational goals including on-time performance, improvements in baggage handling, customer complaints, and cost management, according to a letter Mr. Parker sent to workers to explain the paycheck. "More than 80 percent of my target compensation is determined by how well the company performs, so when US Airways doesn't do well, my compensation declines -- as it should," Mr. Parker wrote. According to AP, US Airways Group Inc. lost $205 million last year, which was actually a huge improvement from its $2.22 billion loss in 2008. Revenue fell 14% to $10.46 billion as the airline, like others, cut flying to cope with the recession, AP said in its report. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, US Airways had total assets of $7,454,000,000, including $2,331,000,000 in total current assets, against total current liabilities of $2,789,000,000 and total noncurrent liabilities and deferred credits of $5,020,000,000, resulting in $355,000,000 stockholders' deficit. US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp. family rating and probability of default rating. Outlook is negative. US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer Credit rating and LT Local Issuer credit rating. Outlook is also negative. US Airways Group carries Fitch's "CCC" LT Issuer default rating and "C" Senior unsecured debt rating. Outlook is also negative. US AIRWAYS: Fitch Affirms Issuer Default Rating at 'CCC' -------------------------------------------------------- Fitch Ratings has affirmed the ratings of US Airways Group, Inc.: -- Issuer Default Rating at 'CCC'; -- Secured Bank Credit Facility at 'B+/RR1'; -- Convertible Notes at 'C/RR6'. The ratings apply to $1.15 billion of outstanding secured term loan debt and $246 million of outstanding convertible notes. The 'CCC' IDR reflects ongoing concerns over the airline's high leverage, relatively weak liquidity position, and its still limited ability to deliver strongly positive free cash flow despite the notable turnaround in the airline revenue environment witnessed over the past few months. Following two years of severe cash flow pressure and an extended period of impaired capital market access, LCC is likely to return to profitability in the second quarter, and its full year 2010 operating margin may exceed 5%. This would represent the best margin performance since 2007, and puts the carrier in a position to build a modest amount of unrestricted liquidity by year-end. While the airline operating environment has improved markedly since air travel demand patterns bottomed out last summer, LCC's margin of safety relative to potential economic and fuel price shocks remains relatively thin. With approximately $1.6 billion of unrestricted cash and investments on the balance sheet at March 31, 2010, LCC's relative liquidity position is the weakest of the large U.S. airlines. Moreover, given the absence of significant unencumbered assets, LCC lacks the flexibility to raise large amounts of capital easily should credit market conditions take an unfavorable turn. Consistently positive FCF generation is therefore essential if the airline's very high lease-adjusted leverage (forecasted in excess of 7.0 times [x] for 2010) is to moderate, and if the IDR is to eventually move out of the 'CCC' category. Any sustained reduction in leverage through the next cycle is likely to result primarily from better operating earnings and cash flow, not from debt reduction. Fitch expects the airline to be FCF positive in 2010, with all planned new aircraft deliveries for the year completed in the first quarter. Based on expected gross capital spending in excess of $400 million ($230 million in cash capex), LCC is in a position to deliver FCF of more than $150 million. Still, with $511 million of scheduled debt maturities for the full year, LCC may need to access the debt or equity markets later in the year to push unrestricted liquidity near $2 billion by year end. Fitch sees unrestricted liquidity in excess of $2 billion, potentially realizable by the first quarter of 2011, as a level that would provide LCC with a more sustainable liquidity position in an industry that is uniquely vulnerable to external shocks. Progress on the liquidity front of this type, together with steady improvements in revenue per available seat mile and a benign fuel price environment with average full year jet fuel prices under $2.30 per gallon, could support an upgrade to 'B-' later this year or in 2011. LCC, like all of the other major U.S. airlines, has seen revenue trends reverse sharply since last fall as premium travel demand has rebounded and booked yields have steadily improved. For the first quarter, total RASM (including ancillary and cargo revenue) increased by 11%. This was at the high end of the legacy carrier group in terms of relative RASM performance. Business demand recovery continues to be the big driver, with corporate revenues growing by 34% year over year in the first quarter. However, corporate revenue was still 6% lower than 1Q'08. International RASM performance will likely out-pace domestic through the summer, but a potential European slowdown tied to the sovereign debt crisis could limit trans-Atlantic RASM gains somewhat. After the spike and subsequent collapse in crude oil and jet fuel prices in 2008 forced LCC and its competitors to book large hedge- related losses, the carrier ended all fuel hedging activity in an effort to conserve cash. LCC has not hedged fuel purchases since 3Q'08. The carrier remains exposed to cash flow risk in a crude spike scenario, with prices above $100 per barrel (around $2.80 per gallon of jet fuel) likely erasing most of the benefits of a stronger revenue environment in 2010. Given a continuing focus on liquidity conservation this year and with lingering doubts about the sustainability of any oil rally, management appears content to accept unhedged fuel price risk while saving on derivative-related costs. VERMILLION INC: Posts $11.5 Million Net Loss for March 31 Quarter ----------------------------------------------------------------- Vermillion Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $11.5 million on $73,000 of revenue for the three months ended March 31, 2010, compared with a net loss of $2.8 million on $0 revenue during the same period a year earlier. The Company's balance sheet at March 31, 2010, showed $38.7 million in total assets and $33.2 million in total liabilities, for a $5.5 million total stockholders' equity. The Company said it has incurred significant net losses and negative cash flows from operations since inception. At March 31, 2010, the Company had an accumulated deficit of $291.0 million. On November 13, 2006, the Company completed the sale of assets and liabilities of the Company's protein research products and collaborative services business to Bio-Rad Laboratories, Inc. A full-text copy of the company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6346 About Vermillion Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts is Paul, Hastings, Janofsky & Walker LLP. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. In January 2010, Vermillion successfully emerged from protection with all creditors receiving 100 percent of allowed claims and with the common stock being fully restated. VINTON OIL: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Vinton Oil, Inc. 1130 Fallen Leaf Rd. Arcadia, CA 91006 Bankruptcy Case No.: 10-30790 Chapter 11 Petition Date: May 24, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: Philip A. Kramer, Esq. 23901 Calabasas Rd Ste1078 Calabasas, CA 91302 Tel: (818) 224-3900 Estimated Assets: $100,001 to $500,000 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/cacb10-30790.pdf The petition was signed by Robert Yaghoubian, president. VISTEON CORP: Citadel Entities Disclose 0.8% Equity Stake --------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission on May 17, 2010, Citadel Securities LLC and its affiliates disclosed ownership of 1,018,400 shares of Visteon Corporation common stock, representing 0.8% equity stake in Visteon. As of April 26, 2010, Visteon had 130,320,880 shares of common stock outstanding. The other Citadel Entities that disclosed beneficial ownership are: Beneficially Equity Entity Owned Shares Stake ------ ------------ ------ Citadel Holdings I LP 1,018,400 0.8% Citadel Investment Group II, LLC 1,018,400 0.8% Kenneth Griffin 1,018,400 0.8% Citadel Securities is a registered broker-dealer. Citadel Holdings is the non-member manager of Citadel Securities. Citadel Investment is the general partner of Citadel Holdings. Mr. Griffin is the president and chief executive officer of Citadel Investment and owns a controlling interest in it. 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) VISTEON CORP: UBS AG Has 0.12% Equity Stake ------------------------------------------- UBS AG reported in a Form 13-D filing with the Securities and Exchange Commission that it is deemed to beneficially own 157,460 shares of Visteon Corporation common stock as of May 17, 2010. UBS' shares constitutes 0.12% of Visteon's 130,320,880 outstanding shares as of April 26, 2010. UBS is a major international banking and financial firm. It is a Swiss banking corporation, is publicly owned and its shares are listed on the Zurich and New York exchanges. 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) WASHINGTON MUTUAL: Shareholders Want to Examine JPMorgan Files -------------------------------------------------------------- Bankruptcy Law360 reports that shareholders of Washington Mutual Inc. on Tuesday asked a federal court for permission to investigate the bank's new owner JPMorgan Chase & Co. concerning its role in the largest thrift failure in U.S. history. In a motion before the U.S. Bankruptcy Court for the District of Delaware, WaMu's official committee of equity security holders requested the right to examine JPMorgan documents, according to Law360. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Settles Homeowners Class Action Suit ------------------------------------------------------- Bankruptcy Law360 reports that a group of residential property owners has settled a class action accusing Washington Mutual Inc. and its in-house trustee of failing to properly record reconveyances of their home loans. Law360 says the plaintiffs lodged their request Monday in the U.S. District Court for the Central District of California, seeking an order dismissing the case with prejudice as well as final permission. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WEST VIEW: Files Reorganization Plan; Unsecureds to Recover 50% --------------------------------------------------------------- West View Apartments, Inc., has filed a Plan of Reorganization and disclosure statement with the U.S. Bankruptcy Court for the Southern District of Florida. The Debtor intends to continue to make the mortgage payments payable under the First and Second Mortgages for the required amounts and under the same terms and conditions of the mortgage loans. Under the Plan, the collateral of the secured creditors will be retained, surrendered, or transferred pursuant to the terms and conditions of distribution. Payments provided for in the Plan will be primarily financed through the operations of the apartment complex and collection of rents. The Debtor's management believes that the Plan will provide "full value" to all classes of creditors and is in the best interests of the creditors and the estate. The Debtor says that there is a risk that the Debtor won't be able to make the payments proposed under the Plan due to fluctuating market and financial conditions and the funding mechanism. The Plan depends on the continued occupancy of the apartments, the continued collection of rents and the Debtor's ability to pay the operating expenses and other obligations of the business. Upon the effective date, the Debtor will continue to operate its business and the apartment complex. The existing equity structure and the Debtor's shareholders will remain unchanged. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/WEST_VIEW_plan.pdf http://bankrupt.com/misc/WEST_VIEW_ds.pdf Treatment of Claims Under the Plan, the administrative claims will be paid in cash, in full satisfaction of their claims. With respect to classified claims: Classification Treatment -------------- --------- a. Class I Priority Tax Claims Unimpaired; will be paid in cash b. Class II Priority Claims Unimpaired; will be paid in cash c. Class III The Claims of Impaired; (i) SCMS Trust will Sovereign Commercial have allowed secured first Mortgage Securities mortgage or lien on the Debtor's Trust 2007-C1, Commercial real and personal property; Mortgage Pass-Through (ii) the amount of SCMS Trust's Certificates, Series allowed secured claim will be the 2007-C1 (Wells Fargo Bank principal amount due under the National Association Trustee) First Note in April 2010, as (the SCMS Trust) reduced by any principal and interest payments made to SCMS Trust post-petition; (iii) disputes to the amount of SCMS Trust claim will be determined by the Court on the Debtor's objection to SCMS Trust's claim or by agreement of the parties. The Debtor will require the SCMS Trust to establish that it is the owner of the First Note and the First Mortgage loan documents; (iv) SCMS Trust will retain its lien; (v) the modified maturity date will be May 1, 2015; (vi) other terms and conditions of the existing consolidated First Note and First Mortgage are ratified and will remain in full force and effect, with the monthly payments and interest rate during the modified term at $47,489.53, and the interest rate at 5.25%; (vii) monthly mortgage payments will be made during the Chapter 11 case and will continue to be made post-confirmation on the due date(s) required by the loan documents; and (viii) SCMS Trust will be paid an exit fee of $40,000 d. Class IV The Claim of Impaired; (i) will be identical Sovereign Bank to the security provided to Sovereign Bank in the April 2005 Second Mortgage and will be for amounts due under the April 2005 revolving second note, in the principal amount of $4 million; (ii) terms of the revolving second note will remain in full force and effect, with the only modification being the extension of the maturity date of the loan to May 1, 2015; (iii) Sovereign Bank will be paid an exit fee of $20,000 e. Class V Unsecured Claims Impaired; will receive 50% of the allowed amount of the claims f. Class VI Claims of Won't be paid until the claims of Shareholders and Insiders the Class 1-5 creditors have been paid in full, or are being paid pursuant to the terms of the Plan About West View Hialeah, Florida-based West View Apartments, Inc., filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D. Fla. Case No. 10-21892). Juan C. Zorrilla, Esq., who has an office in Miami, Florida, assists the Company in its restructuring effort. WESTERN REFINING: S&P Affirms Corporate Credit Rating at 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its rating on Western Refining, Inc., including the 'B' corporate credit rating, and removed it from CreditWatch where it had been placed with negative implications on March 9, 2010. The outlook is negative. "The rating actions are based on S&P's expectation that Western will maintain sufficient liquidity [which ranged from $250 million to $300 million in April and early May] to meet its significant fixed spending requirements, which S&P expects to total $250 million for full-year 2010," said Standard & Poor's credit analyst Marc Bromberg. Additionally, S&P believes that Western would sell assets to raise liquidity in the event that conditions do not materially improve by the end of the year. The rating action is also supported by signs that conditions have substantially improved in Western's core Southwest refineries (El Paso and Gallup), partially offsetting continued weakness in the Yorktown facility, which serves the competitive Northeast market. Although the industry conditions are quite challenging, industry indicators, such as the light-heavy differential and gasoline and diesel margins, have rebounded moderately. In April and through the first half of May, Western has pointed to improved gasoline demand in key southwest markets (i.e.., Phoenix) and higher diesel demand among railroad operators and trucking companies. Given the company's 12% reduction in operating expenses from the first quarter of 2009 through the first quarter of 2010, S&P think that a relatively modest pickup in revenues could materially benefit EBITDA and operating cash flow. Nevertheless, S&P remain cautious on the sector due to S&P's view that elevated inventory levels, weak end-market demand, and an uncertain economy could dampen operating margins in the latter part of 2010. The negative outlook reflects S&P's concern that Western's high debt level combined with weak market fundamentals could test its ability to maintain adequate liquidity. S&P considers a minimum liquidity level to be around $200 million during the currently weak refining environment. Furthermore, S&P expects that the company will continue to explore asset sales and that it would use proceeds to materially reduce debt. S&P's current rating also hinges on S&P's expectation that Western will either sell, convert to a terminal, or shut down its Yorktown refinery if it continues to perform poorly. Despite some signs of industry stabilization, S&P expects that Western will continue to face a very difficult operating environment. As a result, S&P does not expect ratings to stabilize in the near term given the uncertain outlook for refining margins combined with Western's continued high debt burden and substantial fixed spending requirement. S&P would expect to see gross leverage below 4x and a significantly improved liquidity position relative to fixed spending requirements to consider a revision to stable. YRC WORLDWIDE: Board Appoints Seven Officers as Directors --------------------------------------------------------- YRC Worlwide Inc.'s board of directors appointed Marnie S. Gordon, Beverly K. Goulet, Mark E. Holliday, John A. Lamar, Eugene I. Davis, Dennis E. Foster and William L. Trubeck, as the Company's directors. * Mark E. Holliday, William L. Trubeck and Eugene I. Davis will serve on the Audit/Ethics Committee with Mr. Holliday serving as Chairman. The Board has further determined that each of Messrs. Holliday, Trubeck and Davis is an "audit committee financial expert," as that term is defined under Securities and Exchange Commission regulations, and that each of them meets the financial sophistication requirement of the NASDAQ Stock Market rules. * Beverly K. Goulet and Dennis E. Foster and Vogt will serve on the Compensation Committee with Ms. Goulet serving as Chairwoman. * John A. Lamar and Mr. Foster and Marnie S. Gordon will serve on the Governance Committee with Mr. Lamar serving as Chairman. * Messrs. Davis and Holliday, Ms. Gordon and Ms. Goulet will serve on the Finance Committee with Mr. Davis serving as the Chairman. The Board also appointed Mr. Lamar to serve as Lead Independent Director of the Board to, among other things, enhance the effectiveness of the Board and act as a liaison between the Chairman of the Board and the independent directors. Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that through wholly owned operating subsidiaries offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. The Company's balance sheet as of March 31, 2010, showed $2.919 billion in assets and $3.024 billion of liabilities, for a stockholders' deficit of $104.9 million. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Franklin S. Danziger Bankr. Ariz. Case No. 10-14311 Chapter 11 Petition Filed May 11, 2010 Filed As Pro Se In Re Gary L. Sandlin aka Gary Lynn Sandlin Bankr. M.D. Fla. Case No. 10-04023 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/flmb10-04023.pdf In Re Moving On Up, Inc. Bankr. S.D. Fla. Case No. 10-22801 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/flsb10-22801.pdf In Re Freddie B. Roberts Vonda Roberts Bankr. W.D. La. Case No. 10-50683 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/lawb10-50683.pdf In Re Skynyrds Grill and Sports Bar, LLC Bankr. S.C. Case No. 10-03399 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/scb10-03399.pdf In Re Monitor Dynamics, Inc. Bankr. W.D. Texas Case No. 10-51821 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/txwb10-51821.pdf In Re Newcastle Flooring, Inc. Bankr. W.D. Wash. Case No. 10-15369 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/wawb10-15369.pdf In Re Pizza a la Mode, Inc. dba Happy Joes Ice Cream & Pizza Parlor Bankr. W.D. Wis. Case No. 10-13726 Chapter 11 Petition Filed May 11, 2010 See http://bankrupt.com/misc/wiwb10-13726.pdf In Re Kahraman LLC dba Bonarda Restaurant & Bar Bankr. N.D. Calif. Case No. 10-31748 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/canb10-31748.pdf In Re KIK Fashions, Inc. Bankr. N.J. Case No. 10-24584 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/njb10-24584.pdf In Re Professional Healthcare Staffing Service Bankr. N.D. Calif. Case No. 10-45445 Chapter 11 Petition Filed May 12, 2010 Filed As Pro Se In Re Rajpal Singh Bhullar dba DB Corp. Bankr. N.D. Calif. Case No. 10-54935 Chapter 11 Petition Filed May 12, 2010 Filed As Pro Se In Re Ellyson Place, LLC Bankr. N.D. Fla. Case No. 10-30997 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/flnb10-30997.pdf In Re Highlands of Montour Run, LLC Bankr. N.D. Ill. Case No. 10-21678 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/ilnb10-21678.pdf In Re Gerald N. Brenner Bankr. Mass. Case No. 10-15176 Chapter 11 Petition Filed May 12, 2010 Filed As Pro Se In Re Sandwich Service Center Incorporated Bankr. Mass. Case No. 10-15186 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/mab10-15186.pdf In Re Loretto Enterprises, Inc. dba Auto-Medics Service Center Bankr. Minn. Case No. 10-43556 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/mnb10-43556.pdf In Re Advanced Check Cashing & Payday Loans Bankr. Nev. Case No. 10-51815 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/nvb10-51815.pdf In Re Geometric Services Association Bankr. Nev. Case No. 10-51814 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/nvb10-51814.pdf In Re John Stout Bankr. Nev. Case No. 10-18753 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/nvb10-18753.pdf In Re Joseph Suppa Bankr. W.D. Pa. Case No. 10-23477 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/pawb10-23477.pdf In Re Mid-Eastern Associates, LLC Bankr. E.D. Va. Case No. 10-72275 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/vaeb10-72275.pdf In Re Cobra Concrete Pumping, Inc. Bankr. W.D. Va. Case No. 10-71161 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/vawb10-71161.pdf In Re DT Marshall Company Bankr. W.D. Wash. Case No. 10-15394 Chapter 11 Petition Filed May 12, 2010 See http://bankrupt.com/misc/wawb10-15394.pdf In Re Experts On Sight, LLC Bankr. D. Ariz. Case No. 10-14813 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/azb10-14813.pdf In Re J C C Campeones One, LLC Bankr. D. Ariz. Case No. 10-14749 Chapter 11 Petition Filed May 13, 2010 Filed As Pro Se In Re Guibert Peralte Bankr. D. Conn. Case No. 10-21608 Chapter 11 Petition Filed May 13, 2010 Filed As Pro Se In Re P & W Transportation, Inc. Bankr. D. Del. Case No. 10-11590 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/deb10-11590.pdf In Re Empire Wineries, LLC Bankr. M.D. Fla. Case No. 10-11444 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/flmb10-11444.pdf In Re White Eagle Wine Spirits, LLC Bankr. M.D. Fla. Case No. 10-11453 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/flmb10-11453.pdf In Re F.M. Malone, Jr. Enterprises, Inc. Bankr. W.D. Ky. Case No. 10-32571 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/kywb10-32571.pdf In Re Elba Rojas Bankr. D. Mass. Case No. 10-15214 Chapter 11 Petition Filed May 13, 2010 Filed As Pro Se In Re Bull & Bear Inc. Bankr. D. Mont. Case No. 10-61144 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/mtb10-61144.pdf In Re Central De Abastos Mexicanos, Inc. Bankr. D. N.J. Case No. 10-24630 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/njb10-24630.pdf In Re J & E, LLC Bankr. D. N.J. Case No. 10-24665 Chapter 11 Petition Filed May 13, 2010 Filed As Pro Se In Re What's Your Beef, II, LLC Bankr. D. N.J. Case No. 10-24697 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/njb10-24697.pdf In Re Greenhill NY LLC dba Koo Restaurant Bankr. S.D. N.Y. Case No. 10-22943 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/nysb10-22943.pdf In Re Blaksley Ventures 108, LLC Bankr. N.D. Okla. Case No. 10-11591 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/oknb10-11591p.pdf See http://bankrupt.com/misc/oknb10-11591c.pdf In Re Steven R. Simmons Bankr. E.D. Pa. Case No. 10-13921 Chapter 11 Petition Filed May 13, 2010 Filed As Pro Se In Re Robert A. Kraft Robyn S. Kraft Bankr. S.D. Calif. Case No. 10-08145 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/casb10-08145.pdf In Re CRBFH, Corp. dba Firehouse Restaurant & Lounge Bankr. W.D. Wis. Case No. 10-13810 Chapter 11 Petition Filed May 13, 2010 See http://bankrupt.com/misc/wiwb10-13810p.pdf See http://bankrupt.com/misc/wiwb10-13810c.pdf In Re Cobert Bending Inc. Bankr. S.D. Ala. Case No. 10-02199 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/alsb10-02199.pdf In Re Trawler Jehovah Jireh, Inc. Bankr. S.D. Ala. Case No. 10-02187 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/alsb10-02187.pdf In Re Kip J. Etter Kimberly Reyes Bankr. D. Ariz. Case No. 10-15015 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/azb10-15015.pdf In Re Michael C Wingersky Bankr. D. Ariz. Case No. 10-14956 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/azb10-14956.pdf In Re Nora Garcia aka Nora H. Macias aka Nora Macias Martinez aka Nora H. Martinez Esteban Garcia Valdez Bankr. D. Ariz. Case No. 10-14926 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/azb10-14926.pdf In Re Tony Craig Lewis Pamela Kay Lewis Bankr. D. Ariz. Case No. 10-14965 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/azb10-14965.pdf In Re Joseph Hernandez aka Joe Hernandez Bankr. C.D. Calif. Case No. 10-29383 Chapter 11 Petition Filed May 14, 2010 Filed As Pro Se In Re Moon Thai & Japanese, Inc. Bankr. S.D. Fla. Case No. 10-23328 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/flsb10-23328.pdf In Re Siam River Thai & Japanese, Inc. Bankr. S.D. Fla. Case No. 10-23331 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/flsb10-23331.pdf In Re Stir Moon Southland, Inc. Bankr. S.D. Fla. Case No. 10-23333 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/flsb10-23333.pdf In Re Podiatric Medical Associates, LLC Bankr. M.D. Ga. Case No. 10-51512 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/gamb10-51512.pdf In Re T.D. Bistro, Inc. Bankr. D. Md. Case No. 10-20935 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/mdb10-20935.pdf In Re RK Transport, LLC Bankr. E.D. Mich. Case No. 10-56028 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/mieb10-56028p.pdf See http://bankrupt.com/misc/mieb10-56028c.pdf In Re O'Brien Glen, L.L.C. Bankr. W.D. Mo. Case No. 10-42420 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/mowb10-42420.pdf In Re Philip Tederous Bankr. D. Nev. Case No. 10-18861 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/nvb10-18861.pdf In Re Andrea Lee Nachman aka Andrea N Korkut Bankr. D. S.C. Case No. 10-03477 Chapter 11 Petition Filed May 14, 2010 See http://bankrupt.com/misc/scb10-03477.pdf In Re Storm Lake LLC Bankr. W.D. Wash. Case No. 10-15510 Chapter 11 Petition Filed May 14, 2010 Filed As Pro Se In Re Neff Holdings LLC Bankr. S.D. N.Y. Case No. 10-12607 Chapter 11 Petition Filed May 16, 2010 See http://bankrupt.com/misc/nysb10-12607.pdf In Re AZ Hot Shots Screenprinting & Signs, LLC Bankr. D. Ariz. Case No. 10-15160 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/azb10-15160.pdf In Re The Village Baker LLC Bankr. D. Ariz. Case No. 10-15063 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/azb10-15063.pdf In Re Dinamica Telecom, Inc. Bankr. C.D. Calif. Case No. 10-16626 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/cacb10-16626.pdf In Re Robert Blechman Bankr. C.D. Calif. Case No. 10-29636 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/cacb10-29636.pdf In Re Jaime Gutierrez fdba Jaime Gutierrez, DDS, LLC Bankr. D. Conn. Case No. 10-51123 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/ctb10-51123.pdf In Re Genesys Pediatrics, LLC Bankr. N.D. Ga. Case No. 10-74645 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/ganb10-74645.pdf In Re Visions Design Center, LLC fka P and D Business, Inc. fka M. Carresi, Inc. fka R.C. Kitchen and Bath, LLC Bankr. D. Mass. Case No. 10-15364 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/mab10-15364.pdf In Re S. White Transportation, Inc. Bankr. S.D. Miss. Case No. 10-51137 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/mssb10-51137.pdf In Re GregTom LLC Bankr. D. N.J. Case No. 10-25102 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/njb10-25102.pdf In Re Elijah Missionary Baptist Church Bankr. N.D. N.Y. Case No. 10-11875 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/nynb10-11875.pdf In Re 13 East 124th Street, LLC Bankr. S.D. N.Y. Case No. 10-12628 Chapter 11 Petition Filed May 17, 2010 Filed As Pro Se In Re Yacoub Husin Yacoub Bankr. D. Puerto Rico Case No. 10-04213 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/prb10-04213.pdf In Re Barry Wayne Thompson fdba Thompson Designs dba Individually and as a partner in Dudney Thompson Designs Bankr. M.D. Tenn. Case No. 10-05206 Chapter 11 Petition Filed May 16, 2010 See http://bankrupt.com/misc/tnmb10-05206.pdf In Re Pruitt's Auto Service, Inc. dba Pruitt's Auto Service dba Pruitt's Auto Service And Collision Center Bankr. M.D. Tenn. Case No. 10-05250 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/tnmb10-05250.pdf In Re William Walter Turner, Jr. Bankr. M.D. Tenn. Case No. 10-05245 Chapter 11 Petition Filed May 17, 2010 See http://bankrupt.com/misc/tnmb10-05245.pdf In Re Tranquility Learning & Educational Academy LLC Bankr. E.D. Wis. Case No. 10-28277 Chapter 11 Petition Filed May 17, 2010 Filed As Pro Se In Re 850 River LLC Bankr. D. Ariz. Case No. 10-15223 Chapter 11 Petition Filed May 18, 2010 Filed As Pro Se In Re Cornerstone Properties & Management LLC Bankr. C.D. Calif. Case No. 10-16656 Chapter 11 Petition Filed May 18, 2010 Filed As Pro Se In Re Edgewater Motel, LLC Bankr. M.D. Fla. Case No. 10-11801 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/flmb10-11801.pdf In Re J.L. Trent's Seafood & Grill, Inc. Bankr. M.D. Fla. Case No. 10-04276 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/flmb10-04276.pdf In Re M/Y Islands Duo Inc. Bankr. M.D. Fla. Case No. 10-04278 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/flmb10-04278.pdf In Re Industrial Fastening Supplies, Inc. Bankr. M.D. Ga. Case No. 10-51555 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/gamb10-51555.pdf In Re Juan C. Mendez Bankr. D. Mass. Case No. 10-42488 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/mab10-42488.pdf In Re 10210 Prosperity Park Drive, LLC Bankr. W.D. N.C. Case No. 10-31398 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/ncwb10-31398.pdf In Re Nagy Service Company, Inc. dba Nagy Service Co. dba Nagy Service Co Inc. dba Nagy Service Company Bankr. N.D. Ohio Case No. 10-14758 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/ohnb10-14758.pdf In Re Hennessey & Co., Inc. Bankr. W.D. Pa. Case No. 10-23620 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/pawb10-23620.pdf In Re Kevin W. Hennessey Amy L. Hennessey Bankr. W.D. Pa. Case No. 10-23625 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/pawb10-23625.pdf In Re Emporium Center LP Bankr. E.D. Texas Case No. 10-41599 Chapter 11 Petition Filed May 18, 2010 See http://bankrupt.com/misc/txeb10-41599.pdf In Re Edge Fitness Clubs LLC Bankr. C.D. Calif. Case No. 10-12480 Chapter 11 Petition Filed May 19, 2010 Filed As Pro Se In Re Liguari Products, Inc. Bankr. C.D. Calif. Case No. 10-25296 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/cacb10-25296.pdf In Re ROTRANS Bankr. C.D. Calif. Case No. 10-25299 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/cacb10-25299.pdf In Re VLB Associates Bankr. C.D. Calif. Case No. 10-25298 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/cacb10-25298.pdf In Re PHA Lighting Design, Inc. Bankr. N.D. Ga. Case No. 10-74787 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/ganb10-74787.pdf In Re Wizzard of Watts Inc. Bankr. D. Kan. Case No. 10-40842 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/ksb10-40842.pdf In Re Camel,Inc. Bankr. W.D. La. Case No. 10-50761 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/lawb10-50761.pdf In Re Herman Family Limited Partnership Bankr. D. N.J. Case No. 10-25398 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/njb10-25398.pdf In Re Hirak Guha MD, PA Bankr. D. N.J. Case No. 10-25378 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/njb10-25378.pdf In Re New Times Management, LLC Bankr. D. N.J. Case No. 10-25358 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/njb10-25358.pdf In Re Rattalee Jiasuvan Bankr. D. N.J. Case No. 10-25422 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/njb10-25422.pdf In Re 242 KLC, Inc. fdba Kings Launderette, Inc. Bankr. E.D. N.Y. Case No. 10-44577 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/nyeb10-44577.pdf In Re Upstate N.Y. Pool Distribution & Warehousing, Inc. aka Upstate N.Y. Pool Distribution & Warehouse, Inc. Bankr. N.D. N.Y. Case No. 10-31364 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/nynb10-31364.pdf In Re Tara Century, Inc. Bankr. N.D. Ohio Case No. 10-14784 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/ohnb10-14784.pdf In Re Government Horizons, Inc. Bankr. E.D. Va. Case No. 10-14128 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/vaeb10-14128.pdf In Re Vintage Properties, LLC Bankr. D. D.C. Case No. 10-00485 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/dcb10-00485.pdf In Re American Insulock, Inc. Bankr. D. Ariz. Case No. 10-15646 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/azb10-15646.pdf In Re Douglas M. McLean Sandra E. McLean Bankr. D. Ariz. Case No. 10-15774 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/azb10-15774p.pdf See http://bankrupt.com/misc/azb10-15774c.pdf In Re Hormoz Investments, LLC Bankr. D. Ariz. Case No. 10-15664 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/azb10-15664.pdf In Re SBK Group, LLC Bankr. D. Ariz. Case No. 10-15667 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/azb10-15667.pdf In Re Silver Spur Tours LLC Bankr. D. Ariz. Case No. 10-15811 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/azb10-15811.pdf In Re Tri Pacific Capital Corporation Bankr. C.D. Calif. Case No. 10-16015 Chapter 11 Petition Filed May 19, 2010 See http://bankrupt.com/misc/cacb10-16015.pdf In Re ExperExchange, Inc. Bankr. N.D. Calif. Case No. 10-45810 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/canb10-45810.pdf In Re Louis Gherlone Excavating,Inc. Bankr. D. Conn. Case No. 10-31517 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/ctb10-31517.pdf In Re John B. Coffman aka John Bethel Coffman Courtney Elaine Coffman Bankr. M.D. Fla. Case No. 10-04353 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/flmb10-04353.pdf In Re Joseph Raymond Martowski Bankr. M.D. Fla. Case No. 10-12015 Chapter 11 Petition Filed May 20, 2010 Filed As Pro Se In Re SI Restaurant (I-Drive), LLC Bankr. M.D. Fla. Case No. 10-08663 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/flmb10-08663.pdf In Re Alliance Warehousing & Distribution of Houston, Inc. Bankr. N.D. Ill. Case No. 10-23008 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/ilnb10-23008.pdf In Re Robert M. Cuddy dba Bob's Disposal Bankr. D. Mass. Case No. 10-15548 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/mab10-15548.pdf In Re CCWP, LLC dba The Country Club of Whispering Pines dba Whispering Pines Bankr. E.D. N.C. Case No. 10-04102 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/nceb10-04102.pdf In Re FFG I, LLC dba Firefox Resort & Golf Club Bankr. E.D. N.C. Case No. 10-04106 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/nceb10-04106.pdf In Re Rhonda L. Vete aka Rhonda Lee Vete Bankr. W.D. Pa. Case No. 10-23693 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/pawb10-23693p.pdf See http://bankrupt.com/misc/pawb10-23693c.pdf In Re Vinny and Joe's Pizzeria, Inc. aka Vinny & Joe's Bankr. E.D. Tenn. Case No. 10-12949 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/tneb10-12949p.pdf See http://bankrupt.com/misc/tneb10-12949c.pdf In Re Tennessee Valley Fireplace, Inc. Bankr. M.D. Tenn. Case No. 10-05357 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/tnmb10-05357.pdf In Re Windtree Homeowners Association aka Windtree HOA Bankr. N.D. Tenn. Case No. 10-33519 Chapter 11 Petition Filed May 20, 2010 See http://bankrupt.com/misc/txnb10-33519.pdf In Re Mercy and Grace Investments aka M and G Investments Bankr. S.D. Texas Case No. 10-34149 Chapter 11 Petition Filed May 20, 2010 Filed As Pro Se In Re Laura Ann Gens Bankr. N.D. Calif. Case No. 10-55305 Chapter 11 Petition Filed May 21, 2010 Filed As Pro Se In Re Donald Steven Corenman Bankr. D. Colo. Case No. 10-22584 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/cob10-22584.pdf In Re Commercial Roofing Concepts, Inc. Bankr. M.D. Fla. Case No. 10-12086 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/flmb10-12086.pdf In Re Gentle Dental Care, LLC Bankr. N.D. Ga. Case No. 10-75137 Chapter 11 Petition Filed May 22, 2010 See http://bankrupt.com/misc/ganb10-75137.pdf In Re MP Investments, L.L.C. dba Vito's on the Plaza Bankr. S.D. Iowa Case No. 10-02659 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/iasb10-02659.pdf In Re South Central Printing, Inc. Bankr. W.D. Ky. Case No. 10-10815 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/kywb10-10815.pdf In Re Doreen Rush aka Doreen Spark Bankr. E.D. N.Y. Case No. 10-73969 Chapter 11 Petition Filed May 21, 2010 Filed As Pro Se In Re Frederick A. Ward Bankr. W.D. Pa. Case No. 10-23718 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/pawb10-23718.pdf In Re All Specialized Care And Health Services Inc. Bankr. D. Puerto Rico Case No. 10-04345 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/prb10-04345.pdf In Re Christopher Wallace Taylor Allison Rosenberg Taylor Bankr. W.D. Texas Case No. 10-11421 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/txwb10-11421.pdf In Re Dynamic Imaging Centers LLC Bankr. W.D. Wash. Case No. 10-44126 Chapter 11 Petition Filed May 21, 2010 See http://bankrupt.com/misc/wawb10-44126.pdf In Re A to Z Electric, Inc. Bankr. C.D. Calif. Case No. 10-25738 Chapter 11 Petition Filed May 23, 2010 See http://bankrupt.com/misc/cacb10-25738.pdf In Re NBGI Homes, LLC Bankr. C.D. Calif. Case No. 10-30683 Chapter 11 Petition Filed May 23, 2010 See http://bankrupt.com/misc/cacb10-30683.pdf In Re Richard Donald Wagendorf dba Meadowlark Resort Condominium Marian Lorraine Wagendorf Bankr. W.D. Wis. Case No. 10-14028 Chapter 11 Petition Filed May 23, 2010 See http://bankrupt.com/misc/wiwb10-14028.pdf In Re Adler Hospitality Corporation Bankr. D. Ariz. Case No. 10-16011 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/azb10-16011.pdf In Re Froggie's Full Sun, LLC Bankr. E.D. Ark. Case No. 10-13763 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/areb10-13763.pdf In Re Pacific Crest Santa Clarita LLC Bankr. C.D. Calif. Case No. 10-16186 Chapter 11 Petition Filed May 24, 2010 Filed As Pro Se In Re Liberty Farms, LLC Bankr. N.D. Ill. Case No. 10-23584 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/ilnb10-23584.pdf In Re Jefferson Collision Center, Inc. Bankr. E.D. La. Case No. 10-11819 Chapter 11 Petition Filed May 24, 2010 Filed As Pro Se In Re Igor Reznik Galina Pavlova Bankr. E.D. Mich. Case No. 10-56995 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/mieb10-56995p.pdf See http://bankrupt.com/misc/mieb10-56995c.pdf In Re Sunlight Group, Inc Bankr. D. N.J Case No. 10-25822 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/njb10-25822.pdf In Re Sweet N Sour 7th Ave Corp. Bankr. S.D. N.Y Case No. 10-12723 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/nysb10-12723.pdf In Re A Couple Of Chefs, LLC aka Eats Market Cafe Bankr. W.D. Wash. Case No. 10-15930 Chapter 11 Petition Filed May 24, 2010 See http://bankrupt.com/misc/wawb10-15930.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. 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. 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