/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100528.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 28, 2010, Vol. 14, No. 146 Headlines 96 MT. TIBURON: Case Summary & 7 Largest Unsecured Creditors A-NGAE1 LLC: Files Schedules of Assets & Liabilities A-NGAE1 LLC: Section 341(a) Meeting Scheduled for July 1 A.B.C. LEARNING: Files for Chapter 15 Protection A.B.C. LEARNING: Chapter 15 Case Summary ABITIBIBOWATER INC: Proposes to Sell Marshal Sawmill for $4.1MM ABITIBIBOWATER INC: Proposes Togut Segal as Conflicts Counsel ABITIBIBOWATER INC: Sells Non-Core Assets to Canada Inc. ADELPHIA COMMS: Jones Day Victorious on $4.3 Billion Appeal ADVANCED MEDIA: Case Summary & 20 Largest Unsecured Creditors ALON USA: S&P Affirms Corporate Credit Ratings at 'B+' AMADEUS TRUST: Hearing on Case Dismissal Set for June 2 AMCORE FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating ANDERSEN HARDWARE: Case Summary & 5 Largest Unsecured Creditors ANPATH GROUP: Organizational Meeting to Form Panel on June 4 AUTHENTIC MEXICAN: Case Summary & 20 Largest Unsecured Creditors BAINBRIDGE SHOPPING: Can Access Cash Collateral Until June 30 BAINBRIDGE SHOPPING: Unit Files Schedules of Assets and Debts BARBARA COOKE: Voluntary Chapter 11 Case Summary BCAC LLC: Bankruptcy Administrator Unable to Form Creditors Panel BERNARD MADOFF: $15.5-Billion in Settlements Reportedly Reached BLACK HORSE: Voluntary Chapter 11 Case Summary BLOCKBUSTER INC: Restructuring Talks Hit Snag BLOCKBUSTER INC: Board Backs Director Nominee Gary Fernandes BRIARWOOD CAPITAL: Bankr. Ct. Sends RICO Suit to State Court BRIGHT HORIZONS: Moody's Affirms 'B2' Corporate Family Rating BRUNSWICK CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating CALVARY BAPTIST: U.S. Trustee Unable to Form Creditors Committee CALVARY BAPTIST: Files Schedules of Assets and Liabilities CAMTECH PRECISION: Section 341(a) Meeting Scheduled for June 25 CAPITOL CITY: Earns $120,000 for Q1; Bank Has FDIC Consent Order CARLOS PEREZ: Case Summary & 15 Largest Unsecured Creditors CHEM RX: U.S. Trustee Appoints Seven Members to Creditors Panel CHEM RX: Files Amended List of 30 Largest Unsecured Creditors CHEM RX: Taps Greenberg Traurig as Bankruptcy Counsel CHEMTURA CORP: Judge Allows Morgan Lewis Fee for Probe CITIGROUP INC: Admits Misclassifying Some Borrowings CLASSICSTAR LLC: Trustee Wants $848,000 From Baker Hostetler CNO FINANCIAL: Moody's Upgrades Rating on Bank Debt to 'B2' COOPER-STANDARD: Emerges From Chapter 11 Restructuring COYOTES HOCKEY: To Form Liquidation Trust for Unsecureds CROWN HOLDINGS: S&P Assigns 'BB+' Rating on $1 Bil. Senior Loan DENNY HECKER: Auction Draws Hundreds of Bidders DIAGNOSTIC IMAGING: Moody's Reviews 'B2' Corporate Family Rating DIETRICH'S SPECIALTY: Section 341(a) Meeting Scheduled for June 11 DIETRICH'S SPECIALTY: Wants June 7 Schedules Filing Deadline DORMIN, LLC: Case Summary & 5 Largest Unsecured Creditors DOUGLAS ANDERSEN: Case Summary & 20 Largest Unsecured Creditors DUNMORE, PA: Exploring Distressed Program or Bankruptcy Options ELECTRICAL COMPONENTS: S&P Raises Corporate Credit Rating to 'B' ERICKSON RETIREMENT: Johnson County Seeks Payment of $1.7MM Taxes EXECUTIVE GARDEN: Voluntary Chapter 11 Case Summary FENDER MUSICAL: S&P Downgrades Corporate Credit Rating to 'B' FIDELITY NATIONAL: Fitch Eyes Ratings Cut of Up to 2 Notches FIS: Moody's Reviews 'Ba1' Corporate Family Rating G. R. MANN: Case Summary & 20 Largest Unsecured Creditors GENERAL GROWTH: Australian Mall Giant Westfield Won't Bid GSI GROUP: Files Fourth Modified Chapter 11 Plan HAROLD HULLE: Voluntary Chapter 11 Case Summary HARRY CANTRELL: Case Summary & 20 Largest Unsecured Creditors HAWAII MEDICAL: Bankruptcy Judge Confirms Reorganization Plan HOLLYWOOD BEACH: Voluntary Chapter 11 Case Summary HORIZON BANCORPORATION: Posts $1.9 Million Net Loss in Q1 2010 HSN INC: Moody's Upgrades Corporate Family Rating to 'Ba1' IASIS HEALTHCARE: S&P Gives Positive Outlook; Affirms 'B' Rating ILIAMNA LAKESHORE: Voluntary Chapter 11 Case Summary INDUSTRIAL ENTERPRISES: Ex-CEOs Plead Not Guilty of Fraud INTERPUBLIC GROUP: S&P Raises Corporate Credit Rating to 'BB' INTROGEN THERAPEUTICS: Judge Gargotta Confirms Chapter 11 Plan INX INC: Gets Credit Deal Waiver & Deficiency Notice From NASDAQ JACKSON & PERKINS: Files Schedules of Assets & Liabilities JAPAN AIRLINES: Receives Overwhelming Early Retirement Responses JAPAN AIRLINES: Seeks August Extension of Plan Deadline JAPAN AIRLINES: Shareholders Still Get Perks Despite Bankruptcy JED PROPERTY: Case Summary & 3 Largest Unsecured Creditors JEFFREY FAULKNER: Case Summary & 20 Largest Unsecured Creditors JOHNSON PUBLISHING: Case Summary & 20 Largest Unsecured Creditors JUDITH CARR: Case Summary & 20 Largest Unsecured Creditors KB IN & OUT: Case Summary & 20 Largest Unsecured Creditors KIC-1, L.L.C.: Case Summary & 10 Largest Unsecured Creditors KT TERRAZA: Creditors Have Until June 1 to File Proofs of Claim LANKERSHIM & VANOWEN: Case Summary & Largest Unsecured Creditor LAURELWOOD GROUP: Case Summary & 20 Largest Unsecured Creditors LEHMAN BROTHERS: Estate Sues JP Morgan to Recover $8.6-Bil. LIBERTY HOME: Case Summary & 7 Largest Unsecured Creditors LYONDELL CHEMICAL: Crude Units Hit by Fire; Repairs Underway LYONDELL CHEMICAL: Equistar Sues Mitsubishi to Claim $409,000 MAPLE PARK: Case Summary & 20 Largest Unsecured Creditors MARKETXT HOLDINGS: Former CEO Fights $25 Mil. Bankruptcy Judgment MARY TAPLETT: Files List of 20 Largest Unsecured Creditors MARY TAPLETT: Section 341(a) Meeting Scheduled for June 29 MARY TAPLETT: Wants to Hire Davitt Law as Bankruptcy Counsel MOVIE GALLERY: Great American's GOB Sales to Last 10 Weeks MOVIE GALLERY: Seeks July 31 Extension for Plan Exclusivity MOVIE GALLERY: Wants Until Aug. 31 to Decide on Leases NEFF CORP: Seeks Approval for Key Employee Incentive Plan NORTH POINTE: Files Schedules of Assets & Liabilities NORTH POINTE: Section 341(a) Meeting Scheduled for June 29 NORTH AMERICAN PETROLEUM: Drilling Dispute Prompted Filing NORTH AMERICAN PETROLEUM: Enterra Energy Has $18.4MM Claim NORTH AMERICAN PETROLEUM: Case Summary & Creditors List NORTHEAST MAINE: Voluntary Chapter 11 Case Summary ODYSSEY EMPLOYEE: Voluntary Chapter 11 Case Summary OMNICARE INC: S&P Assigns 'BB' Preliminary Subordinated Rating PATRICIA SESSOMS: Case Summary & 3 Largest Unsecured Creditors PHILADELPHIA NEWSPAPERS: Allows Union Funds Voting Claims PTM TECHNOLOGIES: Case Summary & 2 Largest Unsecured Creditors PURADYN FILTER: Posts $269,067 Net Loss in Q1 Ended March 31 RAPHAEL VINCENTE: Voluntary Chapter 11 Case Summary REMEDIAL (CYPRUS): Wins OK to Sell Assets to Creditors for $120M RICHARD FUSCONE: Files Schedules of Assets and Liabilities ROYAL SCYTHIAN: Case Summary & 5 Largest Unsecured Creditors SAINT VINCENTS: Has Interim OK for Grant as Crisis Managers SAINT VINCENTS: Prepetition Fee Disputes Erupt SAINT VINCENTS: Proposes Togut as Conflicts Counsel SAINT VINCENTS: Receives Final Nod to Honor Medicaid Agreements SAINT VINCENTS: Sun Life Objects to Terms of Shattuck Retention SAINT VINCENTS: Wins Interim Nod for Kramer Levin as Counsel SAINT VINCENTS: Wins Nod to Pay Employee Obligations SAINT VINCENTS: Wins Nod to Honor Resident Obligations SAINT VINCENTS: Wins OK to Pay $15 Million Severance to Employees SAND HILL: Case Summary & 8 Largest Unsecured Creditors SANMINA-SCI CORP: S&P Raises Corporate Credit Rating to 'B' SINCLAIR BROADCAST: S&P Puts 'B' Rating on CreditWatch Positive SOUTHWESTERN ENERGY: Moody's Reviews 'Ba2' Corporate Family Rating STATION CASINOS: Fertitta Family Places Bet on Debt Plan STEVE MCKENZIE: Court Weighs Whether to Restore Interests STRATUS MEDIA: Posts $3.9 Million Net Loss in Q1 2010 SUGIARTI WIRYADIMEJO: Voluntary Chapter 11 Case Summary SUMNER REGIONAL: Wants to Sell Assets; Submits Bidding Procedures SUN HEALTHCARE: Company Split Won't Affect Moody's 'B1' Rating SUNSET 7: Case Summary & Largest Unsecured Creditor SUNSET III: Case Summary & xx Largest Unsecured Creditors SYMBION INC: S&P Downgrades Corporate Credit Rating to 'B-' T.D. BISTRO: Files for Chapter 11 Protection TCADM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors TEXAS HILL: U.S. Trustee Form 5-Member Creditors Committee TEXAS HILL: Files Schedules of Assets and Liabilities TEXAS RANGERS: Nearly Max Out Team Credit Card TEXAS RANGERS: Passed on Higher Sale Deal, Lenders Say THINKFILM LLC: Trustee Wants to Access Bergsteins' Record TITAN INTERNATIONAL: Posts Results of Tender Offer TOYS 'R' US: Fitch Upgrades Issuer Default Rating to 'B' TRIDIMENSION ENERGY: Files for Chapter 11 Reorganization UAL CORP: Congress Demands More Merger Info From UAL/Continental UAL CORP: Files With SEC Prospectuses on Proposed Merger UNITED STATES: Judge Teel Dismisses Involuntary Petition USEC INC: Toshiba & Babcock Deal Won't Move S&P's 'CCC+' Rating VALCOM INC: Posts $1.1 Million Net Loss in Q2 Ended March 31 VISTEON CORP: Amends Plan to Note of Alternative Proposals VISTEON CORP: Court Adjourns Plan Outline Hearing to June 14 VISTEON CORP: JCI Offer Shows Greater Value, Say Shareholders WARREN 8: Case Summary & 20 Largest Unsecured Creditors WESTGATE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors YREKA RV: Case Summary & 9 Largest Unsecured Creditors * BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors, Volumes I and II ********* 96 MT. TIBURON: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 96 Mt. Tiburon LLC 29 Liberty Dock Sausalito, CA 94965 Bankruptcy Case No.: 10-11980 Chapter 11 Petition Date: May 25, 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 Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 7 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-11980.pdf The petition was signed by Alton Anderson Lomas, managing member. A-NGAE1 LLC: Files Schedules of Assets & Liabilities ---------------------------------------------------- A-NGAE1, 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 $14,620,320 B. Personal Property $1,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,900,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $14,621,820 $9,900,000 Las Vegas, Nevada-based A-NGAE1, LLC, and its affiliates, filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Nev. Case No. 10-18719). Georganne W. Bradley, Esq., at Kaempfer Crowell Et Al., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. A-NGAE1 LLC: Section 341(a) Meeting Scheduled for July 1 -------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of A-NGAE1, LLC's creditors on July 1, 2010, at 1:00 p.m. The meeting will be held at 300 Las Vegas Boulevard, South, Room 1500, Las Vegas, NV 89101. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Las Vegas, Nevada-based A-NGAE1, LLC, and its affiliates filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Nev. Case No. 10-18719). Georganne W. Bradley, Esq., at Kaempfer Crowell Et Al., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. These affiliates filed separate Chapter 11 petitions: A.B.C. LEARNING: Files for Chapter 15 Protection ------------------------------------------------ ABC Developmental Learning Centres Pty. Ltd. has sought bankruptcy protection from creditors in the U.S. after initiating similar proceedings in Australia. The Company filed its Chapter 15 petition in Wilmington Delaware, (Bankr. D. Del. Case No. 10-11711). Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the Debtor in the Chapter 15 case. ABC listed debts and assets of $100 million to $500 million. An affiliate, A.B.C. USA Holdings Pty Ltd., filed a separate Chapter 15 petition, also listing assets and debts of at least $100 million. About ABC Learning Based in Australia, ABC Learning Centers Limited (ASX: ABS) -- http://www.childcare.com.au/-- provides childcare services and education in more than 1,200 centers in Australia, New Zealand, the United States and the United Kingdom. On January 26, 2007, it acquired La Petite Holdings Inc. On February 2, 2007, it acquired Forward Steps Holdings Ltd. On March 23, 2007, it acquired Children's Gardens LLP. In September 2007, the Company purchased the Nursery division (Leapfrog Nurseries) from Nord Anglia Education PLC. In June 2008, the Company completed the sale of a 60% stake in its United States business to Morgan Stanley Private Equity. * * * As reported in the Troubled Company Reporter-Asia Pacific on November 6, 2008, ABC Learning Centers Limited appointed Peter Walker and Greg Moloney of Ferrier Hodgson as voluntary administrators of the company and a number of its subsidiaries. Subsequent to the appointment of administrators, the company's banking syndicate appointed Chris Honey, Murray Smith and John Cronin of McGrathNicol as receivers. A.B.C. LEARNING: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Petitioner: Peter Walker Chapter 15 Debtor: A.B.C. Learning Centres Limited (Administrators appointed)(Receivers and Managers appointed) 43 Metroplex Avenue Murarrie, Queensland 4172 Australia Chapter 15 Case No.: 10-11711 Type of Business: The Debtor is an Australian company that provides child care services. They operate in Australia, New Zealand, United Kingdom and United States. Chapter 15 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Kevin Gross Debtor's Counsel: Joel A. Waite, Esq. Young, Conaway, Stargatt & Taylor The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-0453 E-mail: bankfilings@ycst.com Estimated Assets: More than $100,000,000 Estimated Debts: More than $100,000,000 The Debtor did not file its list of largest unsecured creditors when it filed its petition. Debtor-affiliates filing separate Chapter 15 petition: Entity Case No. Petition Date ------ -------- ------------- A.B.C USA holdings Pty Limited 10-11712 05/26/10 (Administrators appointed)(Receivers and Managers appointed) Assets: More than $100,000,000 Debts: More than $100,000,000 ABITIBIBOWATER INC: Proposes to Sell Marshal Sawmill for $4.1MM --------------------------------------------------------------- AbitibiBowater Inc. and its units ask the Bankruptcy Court to allow Bowater Incorporated to sell its currently dormant sawmill operation in Marshall County, Alabama, to Progress Rail Services Corporation for $4,100,000, free and clear of all liens, claims and interests. The $4,100,00 purchase price consist of a $205,000 earnest money deposit and the $3,895,000 balance is payable at closing. The Assets for sale consist of 107.5 acres of industrial property, including buildings, infrastructure, sawmill equipment, spare parts and mobile equipment. It includes approximately 32.5 acres of land held in fee simple, plus 75 acres of land and a sawmill operation held under two industrial development board leases. The Sawmill was originally built in 1976, underwent major upgrades in 1981, 1989, 1996 and 2001, and has rail siding for lumber shipment. It has been idled in 2008 and permanently closed in November 2009. The Debtors have made the decision to sell the Sawmill (1) because its purpose is no longer served as the Debtors have been the process of divesting their timberlands before the Petition Date, and (2) because it has not been producing revenue since 2005. The Assets have been marketed to about 25 to 30 parties over the past 18 months, according to Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. Accordingly, Bowater executed a contract with Progress Rail for the sale of the Assets. Bowater is the fee simple owner of certain of the real property being sold and the Industrial Development Board of the City of Albertville, Alabama, is the fee simple owner of the remainder of the real property subject to the leasehold estate in favor of Bowater. Under the Sale Contract, Bowater agrees to secure conveyance of AIDB's fee-simple interest in the real property and subsequently convey all real and personal property to Progress Rail, free and clear of all claims from AIDB. The closing of the Sale is contemplated to occur within 45 days after the Bankruptcy Court approves the Sale Contract. Kent Cumberton, director of the U.S. Wood Products division of AbitibiBowater Inc., related in a declaration to the Court that all negotiations with Progress Rail were conducted at arm's length and in good faith. He further asserted that the request should be granted as it is a matter of sound business judgment on the Debtors' part. The Debtors expect to save about $40,000 to $50,000 per month in carrying costs for security, electricity and maintenance, if the sale is approved. Wachovia Bank Comments The Debtors' counsel noted that the Debtors received informal comments from Wachovia Bank, N.A., subsequent to the filing of the Marshal County Sawmill Sale Motion. Accordingly, the parties agreed on a revised proposed form of the sale order to resolve Wachovia's concerns. A blacklined copy of the Proposed Order is available for free at: http://bankrupt.com/misc/ABH_propORD_marshalsawmllsalemo.pdf About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Proposes Togut Segal as Conflicts Counsel ------------------------------------------------------------- AbitibiBowater Inc. and its units ask U.S. Bankruptcy Judge Kevin Carey to authorize Bowater Canada Finance Corporation to employ Togut, Segal & Segal LLP as conflicts counsel, nunc pro tunc to April 30, 2010. The Debtors seek the employment of Togut Segal in light of an apparent intercompany conflict between BCFC and its parent, Bowater Incorporated, that they identified. BCFC is a wholly owned subsidiary of Bowater organized as an 'unlimited liability company' under Nova Scotia law. A ULC creates a "hybrid" pass through structure where the ULC's shareholders may be liable pursuant to Nova Scotia law for the ULC's liabilities upon its winding up, even though the ULC takes the form of a corporation. BCFC issued notes in the principal amount of $600 million pursuant to that certain indenture for the 7.95% notes due 2011 dated as of October 31, 2001 among BCFC as issuer, Bowater as guarantor, and the Bank of New York as trustee. The BCFC Notes remain outstanding. In this light, the Debtors believe that engaging a conflict counsel at this time to represent BCFC in connection with any claims BCFC may have against Bowater from the BCFC Notes is in the best interests of the Debtors' estates. As conflicts counsel, Togut Segal is expected to: (1) for only the matters the Togut Firm is handling, advise BCFC regarding its powers and duties as a debtor-in- possession in those matters; (2) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (3) prepare on BCFC' s behalf proofs of claim, motions, applications, adversary proceedings, answers, orders, reports and papers necessary to the matters the Togut Firm is handling; (4) appear before the Court and any appellate courts and protect the interests of BCFC's estate before the Courts; and (5) perform other necessary legal services as may be requested and provide other necessary legal advice to BCFC in connection with these Chapter 11 Cases. The Togut Firm will perform these duties to BCFC on matters which may arise where Paul Weiss Rifkind Wharton & Garrison LP or the Debtors' other retained professionals cannot perform such services. The Debtors are mindful of the need to avoid duplication of services and thus, assure the Court that appropriate procedures will be implemented to ensure that there is minimal duplication of effort as a result of Togut Segal's role as conflicts counsel. The primary members of the Togut Firm who will be handling the matter and their current standard hourly rates are: Partners $800 to $935 Associates & Counsel $275 to $720 Paralegals & Law Clerks $155 to $285 The Debtors propose to pay the Togut Firm according to the firm's customary fees and reimburse the firm for its necessary expenses. Albert Togut, Esq., a senior member of the Togut Firm, assures the Court that his firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code. 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: Sells Non-Core Assets to Canada Inc. -------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey authorized and approved the execution of Abitibi- Consolidated Inc. and Abitibi Consolidated Company of Canada, as vendors, of an indenture with 4513451 Canada Inc., as purchaser, and the completion of all the transactions contemplated in the Indenture. The Abitibi Group currently own "non-core" properties situated in the Province of Newfoundland and Labrador, which are (i) subject to potential environmental liability exposure, (ii) not required for future operations, and (iii) in any event, of little utility as a result of their "Environmental Exposure" status. Specifically, the Non-Core Properties consist of: (a) the site of a former shipping terminal and related facilities situated in Botwood, closed in February 2009; and (b) the site of a newsprint mill situated in Stephenville, idled in October 2005 and closed in December 2005. All rights, title and interest in and to the Properties, as Purchased Assets, will vest absolutely and exclusively in and with the Purchaser, free and clear of and from any claims, liabilities and obligations. The Order does not make inapplicable any obligation under any enactment of the Province of Newfoundland and Labrador that the Vendors or the Purchaser may have by virtue of becoming the owner or operator of the Purchased Assets. Monitor Recommends Approval of Sale In its 39th Monitor Report, Ernst & Young, Inc., as monitor in the CCAA Proceedings, said that it is of the view that the Sale is "consistent with the [CCAA Applicants'] overall restructuring initiatives, including disposing of non-strategic assets and reducing carrying costs." If ownership of the Non-Core Properties is not transferred to another entity prior to emergence from the CCAA Proceedings, the CCAA Applicants will be burdened with potential environmental liabilities associated with the Non-Core Properties after emergence, E&Y Senior Vice President Alex Morrison contends. A full-text copy of E&Y's 39th Monitor Report is available for free at http://bankrupt.com/misc/CCAA_39thMonitorReport.pdf About AbitibiBowater AbitibiBowater produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ADELPHIA COMMS: Jones Day Victorious on $4.3 Billion Appeal ----------------------------------------------------------- The Second Circuit Court of Appeals unanimously affirmed the dismissal of $4.3 billion in claims that the Adelphia Recovery Trust asserted against 430 lending institutions represented by Jones Day in the case Adelphia Recovery Trust v. Bank of America N.A., et al. The dismissed claims include bankruptcy claims under federal law for fraudulent transfer, preference, equitable subordination and equitable disallowance. In its summary order, the Court of Appeals ruled that the Adelphia Recovery Trust's arguments for reinstatement of the bankruptcy claims were "without merit." "We are pleased that the Second Circuit quickly disposed of these claims, affirming the careful and well-reasoned District Court decision dismissing all claims against our clients," said Richard Wynne, a partner in the Los Angeles office of Jones Day, and leader of the Jones Day team that represented the 430 lending institutions on appeal. Mr. Wynne has represented the non-agent lender group since 2003, shortly after the Adelphia creditors' committee filed suit against those lending institutions that had participated in or purchased secured debt in any of six Adelphia prepetition credit agreements. In the Adelphia bankruptcy case, all lenders were paid in full with interest, subject to the claims in this lawsuit. The creditors' committee, which was succeeded by the Adelphia Recovery Trust, asserted the bankruptcy claims at issue on appeal against each of the more than 400 lending institutions and funds. Jones Day represented the majority of these so-called "non-agent lenders" on appeal. The creditors' committee also brought a broader scope of claims, which included both the bankruptcy claims on appeal as well as tort claims, against those lending institutions that had acted as agents under the credit facilities. Yesterday's Second Circuit ruling affirmed the dismissal of all bankruptcy claims against all lending institutions. The Second Circuit heard argument on the appeal on May 18, 2010. Mr. Wynne argued on behalf of the non-agent lenders, and Phillip Anker of Wilmer Cutler Pickering Hale and Dorr argued on behalf of certain other lenders party to the appeal. David Friedman of Kasowitz, Benson, Torres & Friedman LLP argued on behalf of the Adelphia Recovery Trust. The non-agent lender group was represented on appeal by Richard Wynne, Bennett Spiegel, Todd Geremia, Erin Brady, Laura Thomas, Victoria Dorfman and Stacie Torres. Additional support was provided by paralegal Susan Perry. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a cable television company. Adelphia served customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Managed Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. ADVANCED MEDIA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Advanced Media Design, Inc. 667 Rancho Conejo Boulevard Newbury Park, CA 91320 Bankruptcy Case No.: 10-16245 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Peter T. Steinberg, Esq. Steinberg, Nutter and Brent 23801 Calabasas Rd Ste 2031 Calabasas, CA 91302 Tel: (818) 876-8535 Fax: (818) 876-8536 E-mail: mr.aloha@sbcglobal.net Scheduled Assets: $2,728,618 Scheduled Debts: $5,272,521 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-16245.pdf The petition was signed by Stephen Villoria, president and CEO. ALON USA: S&P Affirms Corporate Credit Ratings at 'B+' ------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B+' corporate credit ratings on both Dallas-based Alon USA Energy Inc and Alon Refining Krotz Springs Inc. and removed them from CreditWatch, where it was placed with negative implications on March 9, 2010. The outlook is negative. S&P lowered the issue-level rating on Alon Krotz Springs' $216.5 million senior secured notes to 'B+' (the same as the corporate credit rating) from 'BB'. S&P revised the recovery rating to '3', indicating S&P's expectation of meaningful (50%- 70%) recovery, from '1'. The issue-level rating on Alon USA's term loan B remains at 'BB-' (one notch above the corporate credit rating). The recovery rating on this debt remains at '2' indicating S&P's expectation of a substantial (70%-90%) recovery. "The affirmation of S&P's corporate credit ratings on Alon USA and Alon Krotz Springs reflects the additional financial flexibility following various steps Alon USA has taken to support the company's liquidity," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. The affirmation also takes into account currently improved refining margins and price differentials, and the expectation that Alon USA should benefit and generate cash flow once both the refineries are fully operational by the end of May. The negative outlook reflects the downward pressure refining margins and crude oil differentials are placing on Alon USA and Alon Krotz Springs' financial performance, and uncertainty about when industry trends will improve. At the current ratings and outlook, if refining margins worsen over the summer season, S&P will consider a downgrade for both Alon USA and Alon Krotz Springs. In addition, S&P could revisit the ratings of Alon Krotz Springs if S&P perceives that the parents' support toward Krotz Springs has weakened, either due to vulnerable operating conditions at the parents or an unexpected event at Krotz Springs. If the companies show strong performance in the second and third quarter, benefiting from stronger refining margins and fully utilized refineries and higher asphalt margins, S&P may consider revising the outlook to stable. AMADEUS TRUST: Hearing on Case Dismissal Set for June 2 ------------------------------------------------------- The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the Central District of California will consider at a hearing on June 2, 2010, at 10:30 a.m., the request to dismiss or convert of the Chapter 11 case of Amadeus Trust LLC, to one under Chapter 7 of the Bankruptcy Code. The hearing will be held at Courtroom 1375, 255 E Temple St., Los Angeles, California. Peter C. Anderson, U.S. Trustee for Region 16, sought for the dismissal of the Debtor's case because: -- the petition was filed by a Company without an attorney which violates the Local Bankruptcy Code; and -- the Debtor failed to comply with the requirements of the U.S. Trustee by failing to, among other things, file its schedules of assets and liabilities and statement of financial affairs. Pacific Palisades, California-based Amadeus Trust LLC filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. C.D. Calif. Case No. 10-24450). The Company estimated its assets and debts at $10,000,001 to $50,000,000. AMCORE FINANCIAL: Fitch Withdraws 'D' Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has withdrawn all outstanding ratings of Amcore Financial Inc. and its subsidiary, AMCORE Bank, N.A. Fitch downgraded AMFI's Issuer Default Ratings to 'D' from 'C' on April 26, 2010 subsequent to the Federal Deposit Insurance Corporation's action of placing AMFI's banking subsidiary, AMCORE Bank, N.A., into receivership. Fitch will no longer provide ratings or analytical coverage of AMFI or AMCORE Bank N.A. Fitch has withdrawn these ratings: AMFI -- Long-term IDR 'D'; -- Short-term IDR 'D'; -- Individual 'F'; -- Support '5'; -- Support Floor 'NF'. AMCORE Bank, N.A. -- Long-term IDR 'D'; -- Short-term IDR 'D'; -- Individual 'F'; -- Long-term deposits 'CC/RR3'; -- Short-term deposits 'C'; -- Support '5'; -- Support Floor 'NF'. ANDERSEN HARDWARE: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Andersen Hardware, Inc. aka Front Range Exchange, LLC 4104 East Jefferson Avenue Wellington, CO 80549 Bankruptcy Case No.: 10-22880 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Aaron A. Garber, Esq. 303 E. 17th Ave. Ste. 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: aag@kutnerlaw.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 5 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-22880.pdf The petition was signed by Douglas D. Andersen, vice president. ANPATH GROUP: Organizational Meeting to Form Panel on June 4 ------------------------------------------------------------ Roberta A. DeAngelis, Acting United States Trustee for Region 3, will hold an organizational meeting on June 4, 2010, at 1:00 p.m. in the bankruptcy case of Anpath Group, Inc. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Room 2112, 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. Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG) -- http://www.anpathgroup.com/-- through its wholly-owned subsidiary EnviroSystems, Inc., provides infection control products on an international basis through both direct sales and channels of distribution. ESI products are currently sold to transportation, military and industrial/institutional markets. ESI products are manufactured utilizing chemical-emulsion technology, designed to make the products effective against a broad spectrum of harmful organisms while safe to people, equipment and habitat. The Company filed for Chapter 11 bankruptcy protection on May 20, 2010 (Bankr. D. Del. Case No. 10-11652). Mark E. Felger, Esq., at Cozen O'Connor, assists the Company in its restructuring effort. The Company listed $1,548,646 in assets and $3,536,825 in liabilities. AUTHENTIC MEXICAN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Authentic Mexican, Inc. fdba Authentico, Inc. 711 Executive Boulevard, Suite C Valley Cottage, NY 10989 Tel: (845) 268-7362 Bankruptcy Case No.: 10-23035 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Robert C. Yan, Esq. Farrell Fritz, P.C. 1320 RexCorp Plaza Uniondale, NY 11556-1320 Tel: (516) 227-0700 Fax: (516) 227-0777 E-mail: ryan@farrellfritz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb10-23035.pdf The petition was signed by Frank Casciari, president. BAINBRIDGE SHOPPING: Can Access Cash Collateral Until June 30 ------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized, on an interim basis, Bainbridge Shopping Center II, LLC, to access cash securing loans from the lender and the special servicer until June 30, 2010. A final hearing on the Debtor's continued cash collateral use will be held on July 1, 2010, at 1:30 p.m. at the Bankruptcy Court, 1515 N. Flagler Drive, Room 801, Courtroom B, West Palm Beach, Florida. The Debtor is indebted to Bank of America, trustee of the Registered Certificateholders of Bear Stearns Commercial Mortgage Securities Trust Series 2007-PWR and C-III Asset Management LLC fka Centerline Servicing Inc. The principal indebtedness due and owing under the note as of the petition date is $45,647,257 plus prepetition interest in the amount of $1,575,996 and fees and other costs, including late charges and attorney's fee. The Debtor would use the cash collateral to fund the operation of the Marketplace at Four Corners shopping center located in Aurora, Ohio. The Court authorized the Debtor to manage the property through MJM Property Management and Development, LLC. The Court also ruled that MJM is authorized: -- to use not more than $270,346 of cash collateral to fund the tenant improvements; and -- to use $154,272 of cash collateral for operational purposes. The Court also said that all tenant rent payments will still be made into the lockbox. As adequate protection for any diminution in value of the lender's collateral, the Debtors will grant the lender (i) the authority to apply excess cash collateral; (ii) a lien to secure an amount of the lender's prepetition claims in all postpetition property of the Debtor; and (iii) a superpriority administrative claim. About Bainbridge Shopping Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns and operates the Marketplace at Four Corners shopping center in a southeastern suburb of Cleveland, Ohio. The Company filed for Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D. Fla. Case No. 10-19383). Arthur J. Spector, Esq., who has an office in Ft. Lauderdale, Florida, 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, John R. McGill, filed a separate Chapter 11 petition on May 15, 2009 (Case No. 09-19425). BAINBRIDGE SHOPPING: Unit Files Schedules of Assets and Debts ------------------------------------------------------------- John R. McGill, a debtor-affiliate of Bainbridge Shopping Center II, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $5,779,103 B. Personal Property $12,837,260 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,612,929 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $128,308,683 ----------- ----------- TOTAL $18,616,363 $139,921,612 In a separate filing, Bainbridge Shopping amended its schedules of assets and liabilities, disclosing total assets of $96,245 and total liabilities of $46,685,624. Jupiter, Florida-based Bainbridge Shopping Center II, LLC, owns and operates the Marketplace at Four Corners shopping center in a southeastern suburb of Cleveland, Ohio. The Company filed for Chapter 11 bankruptcy protection on April 11, 2010 (Bankr. S.D. Fla. Case No. 10-19383). Arthur J. Spector, Esq., who has an office in Ft. Lauderdale, Florida, 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, John R. McGill, filed a separate Chapter 11 petition on May 15, 2009 (Case No. 09-19425). BARBARA COOKE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Barbara J. Cooke P.O. Box 2133 Lake City, FL 32056 Bankruptcy Case No.: 10-04499 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Andrew J. Decker, III, Esq. P.O. Drawer 1288 Live Oak, FL 32064-1288 Tel: (386) 364-4440 Fax: (386) 364-4508 E-mail: decklaw@windstream.net Scheduled Assets: $368,170 Scheduled Debts: $2,056,266 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Barbara J. Cooke. BCAC LLC: Bankruptcy Administrator Unable to Form Creditors Panel ----------------------------------------------------------------- The Office of the U.S. Bankruptcy Administrator for the Middle District of North Carolina notified the Bankruptcy Court that it was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of BCAC, LLC. The Bankruptcy Administrator explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi- family apartment complex at 23 Hiltin Place, Greensboro, Guilford County, North Carolina, which property is known as Park Place Apartments. The Company filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709). Christine L. Myatt, Esq., who has an office in Greensboro, North Carolina, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. BERNARD MADOFF: $15.5-Billion in Settlements Reportedly Reached --------------------------------------------------------------- The Wall Street Journal reports that a lawyer representing non- U.S. investors said on Tuesday that private settlements worth about $15.5 billion were reached with commercial banks and other institutions that channeled their funds to Bernard Madoff. Madrid lawyer Javier Cremades said at a news conference on Tuesday that an "alliance" of about 60 law firms representing victims of the Madoff fraud in Europe, Latin America and Israel had reached settlements over the past year with about 20 banks located in France, Spain, Portugal and Germany (including Spain's Banco Santander SA), WSJ reported. But the announcement, according to The Journal, was met with skepticism by some banks and other attorneys working on Madoff- related litigation. "We are a bit surprised by the announcement and also by the figures," WSJ quoted Edouard Fremault, a senior analyst at European shareholder-rights group Deminor International, which is advising about 1,200 investors who lost money in Mr. Madoff's scam, most of which are in Europe. Of the $15.5 billion figure cited by Mr. Cremades, "we are a bit skeptical," Mr. Fremault told WSJ. "We haven't heard here in Europe of a massive settlement involving thousands and thousands of investors," Mr. Fremault added. Deminor advises investors across Europe, including in Italy, Belgium, Netherlands and France. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) BLACK HORSE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: The Black Horse Inc. 2254 Atlantic Highway, Route 1 Lincolnville, ME 04849 Bankruptcy Case No.: 10-10842 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court District of Maine (Bangor) Debtor's Counsel: D. Sam Anderson, Esq. Bernstein Shur Sawyer & Nelson 100 Middle Street, West Tower Portland, ME 04101 Tel: (207) 774-1200 Fax: (207) 774-1127 E-mail: sanderson@bernsteinshur.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Richard Baltou, president. BLOCKBUSTER INC: Restructuring Talks Hit Snag --------------------------------------------- The Wall Street Journal reports that Blockbuster Inc.'s effort to reduce its debt load of more than $900 million has hit a snag over how much investors would pump into the struggling chain. Mike Spector at The Journal relates people familiar with the discussions said that one group of bondholders has offered to wipe out the $300 million in debt owed them in exchange for the "lion's share" of new equity in a retooled company. These bondholders, who are at the back of the line for repayment, would also get $125 million of new debt with lenient repayment terms for Blockbuster. But those discussions have bogged down of late, as the two sides debate how much new money Blockbuster needs to fund its business. The bondholders have proposed investing around $30 million, but Blockbuster wants $100 million, the people said according to WSJ. According to The Journal, a person familiar with the talks said Blockbuster is also talking to a separate group of bondholders owed roughly $630 million about canceling amortization payments for an extended stretch. Those payments run more than $20 million a quarter. Those bondholders, who rank highest in the company's debt-payment pecking order, want a good chunk of equity in Blockbuster in exchange for giving up those payments, the report added. About Blockbuster Inc. Blockbuster Inc. is a global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it - whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster Inc. filed its quarterly report on Form 10-Q, showing a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. Blockbuster warned in March 2010 it could be forced to seek bankruptcy protection as part of a debt overhaul. It has closed 470 stores through April. BLOCKBUSTER INC: Board Backs Director Nominee Gary Fernandes ------------------------------------------------------------ The Board of Directors of Blockbuster Inc. offered its support for Gary J. Fernandes, former vice chairman of Electronic Data Systems Corporation and the latest candidate on the company's slate of director nominees to be baselessly targeted by Greg Meyer, who is pursuing an ill-conceived proxy contest to get himself elected to the Blockbuster Board. "Gary has an impressive record of business accomplishments and more valuable experience than Meyer," said Ed Bleier, Chairman of the Board's Nominating/Corporate Governance Committee at Blockbuster. "Gary has an extensive background in technology and services, including his current service as a director of CA Technologies -- the leading independent IT software and service company and a key player in cloud computing -- and BancTec, Inc., a global leader in processing technology. He has a long history as both a senior executive and director of public companies -- an area where Mr. Meyer has no experience. It is clear that technology will play a large role in Blockbuster's future as we have expanded from stores into digital downloads, mail services, and automated retail kiosks, and Gary has been and will continue to be a great help to the Board and management in pursuing opportunities in these areas." Since his retirement as Vice Chairman from Electronic Data Systems Corporation in 1998, Mr. Fernandes founded Convergent Partners, a venture capital fund focusing on buyouts of technology-enabled companies. He has served as Chairman of FLF Investments, a privately-held entity involved with the acquisition and management of commercial real estate properties and other assets, since 1999. In addition, from 2000 to 2001, Mr. Fernandes served as Chairman and CEO of GroceryWorks.com, an internet grocery fulfillment company. He is also a member of the board of governors of the Boys & Girls Clubs of America and Trustee for the O'Hara Trust and the Hall-Voyer Foundation. "In his latest proxy filing, Meyer offers nothing constructive or helpful," said Mr. Bleier. "He repeats his overly simplistic observations which only demonstrate a lack of understanding about the complex challenges Blockbuster faces. He has not offered any meaningful, concrete suggestions about what he would do differently if on the Blockbuster Board. Quite the opposite, his latest attack -- on Gary this time -- further convinces us that he would only serve as a disruptive force on the Board. His references to unproven allegations in prior lawsuits are reckless and irrelevant, and all claims against Gary and Jim Keyes in those lawsuits were ultimately dismissed. "Throughout his tenure as a director at Blockbuster, Gary has consistently enjoyed overwhelming support from our stockholders, and this Board is stronger with him on it. He is an experienced leader with an outstanding resume of accomplishments. We do not see any merit in Meyer's efforts to undermine Gary and strongly urge our fellow stockholders to vote their "WHITE" proxy cards in favor of all the nominees on the company's slate of directors," said Mr. Bleier. About Blockbuster Inc. Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it - whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster Inc. filed its quarterly report on Form 10-Q, showing a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. BRIARWOOD CAPITAL: Bankr. Ct. Sends RICO Suit to State Court ------------------------------------------------------------ WestLaw reports that a removed state court action, seeking to recover for alleged violations of Florida's civil Racketeer Influenced and Corrupt Organizations statute, was one that a bankruptcy court would exercise its discretion to permissively abstain from hearing or to equitably remand to state court. The cause of action involved purely state law claims that had been pending in state court for 17 months prior to removal, and restarting the case in federal court before a new judge would undoubtedly increase the time and expense of litigation. Furthermore, the filing of a notice of removal after a trial date had been set in the state court action had an air of forum shopping. Lennar Corp. v. Briarwood Capital LLC, --- B.R. ----, 2010 WL 1781829 (Bankr. S.D. Fla.) (Mark, J.). On Sept. 19, 2008, Lennar Corporation and Lennar Homes of California, Inc., sued Briarwood and its principal, Nicolas Marsch III, in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No. 08-55741-CA-40. The case was assigned to Judge Gill S. Freeman of the State Court's Complex Business Litigation Section. The Complaint was later amended on Jan. 12, 2009, to include Barry Minkow and his company, the Fraud Discovery Institute, Inc., as Defendants. The genesis of the case, and other litigation between the parties, is a business relationship between Lennar and Mr. Marsch that began in 1997 and resulted in the development of a residential community in Southern California. By both accounts, the venture was successful. However, since then, Lennar and Mr. Marsch have been embroiled in litigation over the rights and duties of each respective party, and the propriety of each party's actions taken post development. The gravamen of the Florida Action is that the Defendants allegedly engaged in a highly orchestrated scheme to extort millions of dollars from Lennar through defamation, blackmail, interference with business relationships, and unfair practices. Rancho Santa Fe, California-based Briarwood Capital, LLC, filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D. Calif. Case No. 10-02677). Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky & Popeo, assists the Company in its restructuring efforts. In its schedules, the Debtor disclosed $292,798,759 in total assets against $18,563,641 in total liabilities. BRIGHT HORIZONS: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Bright Horizons Family Solutions LLC's B2 corporate family rating. Concurrently, Moody's raised the rating on the senior secured credit facilities to Ba2 from Ba3. The ratings outlook remains stable. The affirmation of Bright Horizons' B2 corporate family rating reflects its prominent market position in the employer-sponsored child-care space, relatively stable operating performance during the downturn, and recent improvements in enrollment trends. However, the rating also considers the company's high financial leverage, expectations for modest free cash flow generation over the medium term given the company's expansion strategy, and concerns that elevated unemployment will continue to pressure enrollment levels. The ratings of the senior secured credit facilities were increased primarily due to the continued accretion of the senior unsecured PIK notes due 2018 (unrated). This increases the relative amount of unsecured claims relative to secured, thus lowering the expected loss of the secured credit facilities and raising their ratings accordingly, consistent with Moody's Loss Given Default Methodology. These ratings were upgraded: * $75 million senior secured revolving credit facility due 2014, to Ba2 (LGD2, 20%) from Ba3 (LGD2, 23%); * $358 million senior secured tranche B term loan due 2015, to Ba2 (LGD2, 20%) from Ba3 (LGD2, 23%). These ratings were affirmed: * Corporate Family Rating at B2; * Probability-of-Default Rating at B2. The last rating action was on April 23, 2008, when Moody's assigned Ba3 ratings to the then proposed senior secured credit facilities of Bright Horizons. Moody's also assigned a B2 corporate family rating. Bright Horizons Family Solutions LLC, based in Watertown Massachusetts, is a leading provider of center-based child care and related services, summer camps, vacation care, college preparation and admissions counseling ("College Coach"), and other family support services. The company reported revenues of approximately $859 million for the twelve months ended March 31, 2010. BRUNSWICK CORP: S&P Gives Positive Outlook; Affirms 'B-' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Brunswick Corp. to positive from stable. Ratings on the company, including the 'B-' corporate credit rating, were affirmed. "The outlook revision is based on S&P's expectation that Brunswick will be able to grow its sales in 2010 and 2011 as it replenishes depleted dealer inventory," noted Standard & Poor's credit analyst Andy Liu. S&P estimates that industry retail sales declines will moderate toward mid- to low-teen percentage rates for full-year 2010, from near 20% in the first quarter. In the first quarter, Brunswick's sales increased 15% versus 2009, as the company increased its shipment of marine engines and boats. Marine engine segment sales increased 30% and boat segment sales increased 19% for the quarter year over year. Brunswick significantly curtailed production in 2008 and 2009 to reduce dealer inventory. With dealer inventory under control, the company is beginning to increase production to a level near that of retail demand to avoid further depletion of dealer inventory. Revenue growth in the first quarter reflects higher production. In addition, intermediate-term maturities are low. Brunswick's available liquidity of $677 million ($552 million in cash and cash equivalents, and $125 million in availability under its two asset- based credit facilities) should be sufficient to meet at least near-term maturities and normal operating needs. The 'B-' corporate credit rating reflects the sharp decline in Brunswick's profitability because of difficult recreational marine conditions over the past three years and decreased prospects for a substantial industry turnaround over the intermediate term. Demand for recreational marine products has been poor due to low consumer confidence, falling disposable income, elevated unemployment, and shrinking credit availability. Despite initial signs of an economic recovery, these factors still pose challenges for the company. CALVARY BAPTIST: U.S. Trustee Unable to Form Creditors Committee ---------------------------------------------------------------- Donald F. Walton, the U.S. Trustee for Region 21, notified the U.S. Bankruptcy Court for the Southern District of Georgia that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 cases of Calvary Baptist Temple, et al. The U.S. Trustee explained that there were insufficient indications of willingness from the unsecured creditors to serve in the committee. Savannah, Georgia-based Calvary Baptist Temple filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case No. 10-40754). C. James McCallar, Jr., Esq., at McCallar Law Firm, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CALVARY BAPTIST: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Calvary Baptist Temple filed with the U.S. Bankruptcy Court for the Southern District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $40,000,000 B. Personal Property $5,831,534 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,678,237 E. Creditors Holding Unsecured Priority Claims $47,088 F. Creditors Holding Unsecured Non-priority Claims $169,498 ----------- ----------- TOTAL $45,831,534 $19,894,823 Savannah, Georgia-based Calvary Baptist Temple filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D. Ga. Case No. 10-40754). C. James McCallar, Jr., Esq., at McCallar Law Firm, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CAMTECH PRECISION: Section 341(a) Meeting Scheduled for June 25 --------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Camtech Precision Manufacturing, Inc.'s creditors on June 25, 2010, at 9:30 a.m. The meeting will be held at Flagler Waterview Building, 1515 N Flagler Dr Room 870, West Palm Beach, FL 33401. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Jupiter, Florida-based Camtech Precision Manufacturing, Inc., filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D. Fla. Case No. 10-22760). Craig I Kelley, Esq., who has an office in West Palm Beach, Florida, assists the Company in its restructuring effort. According to the schedules, the Company says that assets total $10,977,673 while debts total $14,625,066. The Company's affiliate, R&J National Enterprises, Inc., filed a separate Chapter 11 petition. CAPITOL CITY: Earns $120,000 for Q1; Bank Has FDIC Consent Order ---------------------------------------------------------------- Capitol City Bancshares, Inc., filed its quarterly report on Form 10-Q, reporting net income of $120,743 on $2,187,182 of net interest income (after provision for loan losses) for the three months ended March 31, 2010, compared with net income of $26,444 on $1,277,563 of net interest income (after provision for loan losses) for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $313,755,487 in assets, $303,403,724 of liabilities, and $10,351,763 of stockholders' equity. In January 2010, the Bank received a consent order from the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance. The order requires Capitol City Bank & Trust Company to achieve and maintain these minimum capital levels: (i) Tier I capital at least equal to 8% of total average assets; (ii) Total risk-based capital at least equal to 10% of total risk-weighted assets. The Bank has not achieved the required capital levels mandated by the order. The Company has engaged external advisors and has pursued various capital enhancing transactions and strategies throughout the first quarter of 2010. The continuing level of problem loans as of the quarter ended March 31, 2010, and capital levels continuing to be in the "under capitalized" category of the regulatory framework for prompt corrective action as of March 31, 2010, continue to create substantial doubt about the Company's ability to continue as a going concern. Non-compliance with the capital requirements of the order and other provisions of the order may cause the Bank to be subject to further enforcement actions by the FDIC or the Department. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?635d About Capitol City Bancshares Atlanta, Ga.-based Capitol City Bancshares, Inc. was incorporated on April 14, 1998, for the purpose of serving as a bank holding company for Capitol City Bank and Trust Company, a state banking institution chartered under the laws of the State of Georgia on June 30, 1994. The Bank operates a full-service banking business and engages in a broad range of commercial banking activities, including accepting customary types of demand and timed deposits, making individual, consumer, commercial, and installment loans, money transfers, safe deposit services, and making investments in U.S. government and municipal securities. As reported in the Troubled Company Reporter on April 16, 2010, Nichols, Cauley & Associates, LLC, in Atlanta, Ga., expressed substantial doubt about Capitol City Bancshares, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has suffered significant losses from operations, which has resulted in declining levels of capital. CARLOS PEREZ: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Carlos Ivan Toro Perez dba La Hacienda Country Club PMB 442 HC 01 BOX 29030 Caguas, PR 00725 Bankruptcy Case No.: 10-04526 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Jacqueline Hernandez Santiago, Esq. Jacqueline Hernandez Santiago P.O. Box 366431 San Juan, PR 00936-6431 Tel: (787) 751-1836 E-mail: quiebras1@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtor says that assets total $4,746,545 while debts total $5,300,348. A copy of the Debtor's list of 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-04526.pdf The petition was signed by the Debtor. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Coexistence Creative Organization, Inc 09-06733 08/09 CHEM RX: U.S. Trustee Appoints Seven Members to Creditors Panel --------------------------------------------------------------- Roberta A. Deangelis, the Acting U.S. Trustee for Region 3, appointed seven members to the Official Committee of Unsecured Creditors in Chem Rx Corporation, et al.'s Chapter 11 cases. The Committee members include: 1. SAC Domestic Capital Funding, Ltd. Attn: Brian Spenner 72 Cummings Point Road Stamford, CT 06902 Phone: (203) 890-3474 Fax: (203) 823-4020 2. Western National Life Insurance Co. Attn: Kaye Handley c/o AIG Asset Management (U.S.) 70 Pine Street, 12th Floor New York, NY 10270 Phone: (212) 770-9075 Fax: (212) 770-6353 3. Anda, Inc. Attn: Dennis Cape 2915 Weston Road Weston, FL 33331 Phone: (954) 217-4316 Fax: (800) 758-5254 4. HealthEx Corp. c/o Michael F. Montemarano III 35 Powerhouse Road Roslyn Heights, NY 11577 Phone: (516) 945-3614 Fax: (516) 717-3569 5. Healthsource Dist. LLC Attn: Mike Sosnowik 1133 Greenwood Road, Suite F Baltimore, MD 21208 Phone: (516) 837-9876 Fax: (516) 371-2099 6. Integra NV, Inc. Attn: Kevin Welch 1805 N. Carson Street # 382 Carson City, NV 89701-1216 Phone: (360) 588-0574 Fax: (360) 588-0649 7. UFCW Local 348 Health & Welfare Fund Attn: Diana Puglisi 9235 4th Avenue Brooklyn, NY 11209 Long Beach, New York-based Chem RX Corporation, aka Paramount Acquisition Corp. -- http://www.chemrx.net-- is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx annually provides over six million prescriptions to over 69,000 residents of more than 400 institutional facilities. The Company, along with its subsidiaries, filed for Chapter 11 bankruptcy protection on May 11, 2010 (Bankr. D. Del. Case No. 10- 11567). Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, assist the Company in its restructuring effort. Cypress Holdings, LLC, is the Company's financial advisor. RSR Consulting, LLC, is the Company's chief restructuring officer. Brunswick Group LLP is the Company's public relations consultant. Grant Thornton LLP is the Company's independent auditor. Lazard Middle Market LLC is the Company's investment banker. Eichen & Dimeglio PC is the Company's tax advisor. Kurtzman Carson Consultants is the Company's claims and notice agent. The Company listed $169,690,868 in assets and $178,281,128 in debts as of February 28, 2010. CHEM RX: Files Amended List of 30 Largest Unsecured Creditors ------------------------------------------------------------- Chem RX Corporation, et al., have filed with U.S. Bankruptcy Court for the District of Delaware their amended consolidated list of largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amerisource Bergen Pine Brook - 642755 960 Fort Duquesne Boulevard 3rd Floor, Pittsburgh PA 15222 Phone: (800) 242-6728 Fax: (877) 329-7778 Trade Debt $7,937,438 Anda Generics, Inc. P.O. Box 930219 Atlanta, GA 31193 Phone: (800) 331-2632 Fax: (866) 860-3527 Trade Debt $5,757,737 25 Highland Partners and Stephen A. Weiss c/o Kresibderg & Maitland, LLP 116 John Street, Suite 1120 New York, NY 10038 Phone: (212) 629-4970 Fax: (212) 268-0544 Litigation Dispute $616,500 Healthex Courier 35 Powerhouse Road Roslyn Heights, NY 11577 Phone: (516) 349-9889 Fax: (516) 349-9299 Trade Debt $590,910 Healthsource Distributors, LLC 1133 Greenwood Rd, Unit F Baltimore, MD 21208 Phone: (410) 653-1113 Fax: (410) 415-7005 Trade Debt $388,486 Troutman & Sanders, LLP P.O. Box 933652 Atlanta, GA 31193-3652 Phone: (404) 885-2508 Fax: (212) 704-6288 Professional Services $373,094 Atromick Trade Debt $242,866 MTS Trade Debt $215,747 FTI Restructuring Professional Services $202,660 Grant Thornton LLP Professional Services $148,669 QK Healthcare Inc. Trade Debt $132,954 Cumberland Distribution, Inc & Catalyst Finance, L.P. Trade Debt $131,964 Keysource Medical, Inc. $117,697 White & Case, LLC Professional Services $106,052 Provider Pay Netdeposit, LLC Trade Debt $98,120 Donald X. Clavin, Jr. Receiver of Taxes Real Estate Taxes $92,218 Parmed Trade Debt $89,442 Cedardale Distributors Trade Debt $73,234 Abbott Laboratories Trade Debt $70,708 Health Business Systems Trade Debt $61,879 I-Print Technologies, Inc. Trade Debt $56,622 Advanced Medical Systems Trade Debt $49,481 Covington & Burling, LLP Professional Services $49,250 Xpress Trade Debt $47,390 Marcum & Kliegman LLP Professional Services $45,000 Baxter Healthcare Corp. Trade Debt $40,934 Critical Entry Data Systems Trade Debt $39,478 J&J Distributors Trade Debt $36,691 Softwriters, Inc. Trade Debt $35,941 Partners Pharmacy Services Litigation Dispute N/A Long Beach, New York-based Chem RX Corporation, aka Paramount Acquisition Corp. -- http://www.chemrx.net-- is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx annually provides over six million prescriptions to over 69,000 residents of more than 400 institutional facilities. The Company, along with its units, filed for Chapter 11 bankruptcy protection on May 11, 2010 (Bankr. D. Del. Case No. 10-11567). Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, assist the Company in its restructuring effort. Cypress Holdings, LLC, is the Company's financial advisor. RSR Consulting, LLC, is the Company's chief restructuring officer. Brunswick Group LLP is the Company's public relations consultant. Grant Thornton LLP is the Company's independent auditor. Lazard Middle Market LLC is the Company's investment banker. Eichen & Dimeglio PC is the Company's tax advisor. Kurtzman Carson Consultants is the Company's claims and notice agent. The Company listed $169,690,868 in assets and $178,281,128 in debts as of February 28, 2010. CHEM RX: Taps Greenberg Traurig as Bankruptcy Counsel ----------------------------------------------------- Chem RX Corporation, et al., have asked for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Greenberg Traurig, LLP, as bankruptcy counsel, nunc pro tunc to the Petition Date. Greenberg Traurig will, among other things: a. negotiate, draft, and pursue applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; b. prepare applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; c. appear in court and protect the interests of the Debtors before the Court; and d. assist with any disposition of the Debtors' assets, by sale or otherwise. The hourly rates of Greenberg Traurig personnel are: Nancy A. Mitchell $890 Maria J. DiConza $730 Scott D. Cousins $710 Dennis A. Meloro $480 Gino G. Tonetti $475 Sohyoung Choo $380 Elizabeth Thomas $220 Shareholders $340-$1090 Of Counsel $360-$935 Associates $160-$610 Legal Assistants/Paralegals $60-$310 To the best of the Debtors' knowledge, Greenberg Traurig is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Long Beach, New York-based Chem RX Corporation, aka Paramount Acquisition Corp. -- http://www.chemrx.net-- is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx annually provides over six million prescriptions to over 69,000 residents of more than 400 institutional facilities. The Company, along with affiliates, filed for Chapter 11 bankruptcy protection on May 11, 2010 (Bankr. D. Del. Case No. 10- 11567). Cypress Holdings, LLC, is the Company's financial advisor. RSR Consulting, LLC, is the Company's chief restructuring officer. Brunswick Group LLP is the Company's public relations consultant. Grant Thornton LLP is the Company's independent auditor. Lazard Middle Market LLC is the Company's investment banker. Eichen & Dimeglio PC is the Company's tax advisor. Kurtzman Carson Consultants is the Company's claims and notice agent. The Company listed $169,690,868 in assets and $178,281,128 in debts as of February 28, 2010. CHEMTURA CORP: Judge Allows Morgan Lewis Fee for Probe ------------------------------------------------------ Bankruptcy Law360 reports that a judge overseeing Chemtura Corp.'s bankruptcy has allowed Morgan Lewis & Bockius LLP to be paid for investigating possible money laundering or other illegal activity associated with a customer incentive program at Chemtura, despite concerns that the fee request was too vague. Judge Robert E. Gerber issued a ruling Wednesday in the U.S. Bankruptcy Court for the Southern District of New York approving the request of about $860,000 in fees and expenses, according to Law360. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: Admits Misclassifying Some Borrowings ---------------------------------------------------- Michael Rapoport at The Wall Street Journal reports that Citigroup Inc., as well as Bank of America Corp., incorrectly hid from investors billions of dollars of their debt. The Journal relates in recent filings with regulators, the two big banks disclosed that over the past three years, they at times erroneously classified some short-term repurchase agreements, or "repos," as sales when they should have been classified as borrowings. The Journal notes that the amounts Bank of America and Citigroup cite are relatively small. The banks didn't restate any financial statements. Bank of America, The Journal relates, said the misclassified transactions in certain quarters over the past three years -- ranging from $573 million to as much as $10.7 billion -- "represented substantially less than 1% of our total assets" and had no material impact on its balance sheet, earnings or borrowing ratios. Citigroup, according to The Journal, said the misclassified transactions -- of $5.7 billion as of the end of 2009, and as much as $9.2 billion over the past three years -- involved "a very limited number of our business units" that "used this type of transaction in very small amounts." It also said its errors were immaterial to its financial statements. "At no point in time was the impact of these sales transactions large enough to have a noticeable impact on our published leverage ratios." By comparison, both banks have more than $2 trillion in assets. The Journal recounts that a bankruptcy-court examiner said Lehman Brothers Holdings Inc., before filing fore bankruptcy, had been doing the same thing to make its balance sheet look better, using a strategy dubbed "Repo 105" that helped the Wall Street firm move $50 billion in assets off its balance sheet. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CLASSICSTAR LLC: Trustee Wants $848,000 From Baker Hostetler ------------------------------------------------------------ Bankruptcy Law360 reports that the Chapter 7 trustee overseeing the bankruptcy of ClassicStar LLC wants Baker & Hostetler LLP to return $848,000 in legal fees, saying the firm did not benefit the debtor when it represented company executives in an illegal tax shelter matter. In a brief filed Tuesday, Trustee James D. Lyon asked the U.S. District Court for the Eastern District of Kentucky to overturn a March 9 order from a bankruptcy court, Law360 says. About ClassicStar LLC Headquartered in Lexington, Kentucky, ClassicStar LLC operated as a thoroughbred horse breeder. The Company also leased horses and rents out the reproductive systems of select thoroughbred mares. The Company filed for Chapter 11 protection Sept. 14, 2007 (Bankr. E.D. Ky. Case No.07-51786). Attorneys at Henry Watz Gardner Sellars & Gardner, PLLC, represented the Debtor while attorneys at Stites & Harbison, PLLC, represented the Creditors Committee. In April 2008, Judge William S. Howard converted the case to a Chapter 7 liquidation, at the behest of the U.S. Trustee. In its petition, the Debtor said assets totalled T $227 million, comprised of account receivable from National Equine Lending Corp., and debts of $72.7 million. CNO FINANCIAL: Moody's Upgrades Rating on Bank Debt to 'B2' ----------------------------------------------------------- Moody's Investors Service has upgraded the ratings of CNO Financial Group's (formerly Conseco, Inc.) (CNO Financial Group) bank debt to B2 from Caa1 and moved the outlook on CNO to stable from positive. In the same rating action, Moody's upgraded the insurance financial strength ratings of CNO's insurance subsidiaries to Ba1 from Ba2, also with a stable outlook. Moody's said the rating upgrades reflect CNO's improved financial flexibility, the enhancement of its capital position, and expectations of continuing improved profitability. Senior Vice President Scott Robinson commented: "Our decision to upgrade the ratings was largely predicated on anticipation of continued earnings momentum along with the recognition of the company's solid capital base, which enables it to withstand a stress scenario. Improved statutory earnings are expected to result in organic capital growth and enhanced financial flexibility." The spread between CNO's secured credit facility rating, the most senior debt of the company, and the IFS rating of CNO's primary insurance subsidiaries was narrowed to four notches from five. Moody's added that although the notching was narrowed, it remains wider than it would for investment grade rated debt. The notching reflects the difference in expected loss between the policyholders at the insurance companies and the holders of bank debt. Because of their less favorable ranking in the capital structure, the senior convertible debentures are rated two notches below the bank debt. Moody's noted that while CNO has made substantial headway in improving risk management and its capital structure, the company's credit profile is still constrained by modest financial flexibility-given the approximately $550 million of bank debt maturing in 2013-and historically low profitability with recurring, albeit reduced and less frequent, "one-time" charges. CNO reported relatively flat GAAP net operating earnings of about $38 million (before $3.1 million of net realized investment losses) for the first the first quarter of 2010 compared to the same period one year ago, with statutory operating earnings for the first quarter of $42 million (net after the negative impact on earnings of fees paid to the holding company and investment losses) and RBC increasing by 10 points to 319% as of 3/31/2010. The rating agency said that these could put upward pressure on the rating: refinancing or paying down an additional portion of the bank debt; annual run-rate consolidated statutory EBIT of at least $150 million (net after the negative impact on earnings of fees paid to the holding company and investment losses); and an NAIC RBC ratio on a consolidated basis above 300%. Conversely, these could result in an downgrade: financial flexibility constrained by tight bank covenants; adjusted GAAP EBIT coverage of below two and a half times; an RBC ratio of any statutory operating entity below 200%, or an RBC ratio of a statutory entity actively marketing insurance products below 275%. Moody's has upgraded these ratings with a stable outlook: * CNO Financial Group. -- senior secured bank debt to B2 from Caa1; senior unsecured convertible debentures to Caa1 from Caa3; * Bankers Life and Casualty Company -- insurance financial strength rating to Ba1 from Ba2; * Conseco Insurance Company -- insurance financial strength rating to Ba1 from Ba2; * Colonial Penn Life Insurance Company -- insurance financial strength rating to Ba1 from Ba2; * Conseco Health Insurance Company -- insurance financial strength rating to Ba1 from Ba2; * Conseco Life Insurance Company -- insurance financial strength rating to Ba1 from Ba2; * Washington National Insurance Company -- insurance financial strength rating to Ba1 from Ba2 CNO is a specialized financial services holding company that operates primarily in the life and health insurance sectors through its subsidiaries. As of March 31, 2010, CNO reported total shareholders' equity of $3.7 billion. The last rating action on CNO took place on October 14, 2009, when Moody's affirmed the ratings of CNO Financial Group and its life insurance subsidiaries and changed the outlook to positive from negative. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. COOPER-STANDARD: Emerges From Chapter 11 Restructuring ------------------------------------------------------ Cooper-Standard Holdings Inc., along with its subsidiaries that also filed for chapter 11 protection, has emerged from bankruptcy and that its Second Amended Joint Chapter 11 Plan of Reorganization became effective today. "Emergence from chapter 11 represents the final milestone in the reorganization process and marks a new beginning for the Company," said James S. McElya, chairman and chief executive officer of the Company. "The Company has emerged with an exceptionally strong balance sheet that will enable us to maintain our leadership position and grow in the industry. Our exit from bankruptcy in less than 10 months is a testament to the diligent efforts of our employees and reflects the tremendous support and cooperation of our customers, suppliers and investors. We look forward to the opportunity to once again focus our full attention on our business and our commitment to our customers." As previously announced, the Company raised exit financing proceeds from a $450 million offering of unsecured 8�% Senior Notes due 2018. The new senior notes were originally issued on May 11, 2010 by CSA Escrow Corporation, an indirect, wholly-owned non-debtor subsidiary of the Company. In connection with the Company's emergence from bankruptcy protection, CSA Escrow Corporation has been merged into Cooper-Standard Automotive Inc., and the proceeds from the notes offering have been released from escrow. In addition to the new senior notes offering, the Company also raised proceeds from a previously announced $355 million equity rights offering. The offering was backstopped by certain holders of the Company's prepetition senior notes and senior subordinated notes pursuant to a commitment agreement with the backstop parties. The $355 million of equity issued consists of $100 million of 7% convertible preferred stock, (convertible into 19.7% of the Company's new common stock, assuming the conversion of the new preferred stock) that was purchased directly by the backstop parties, and an additional $255 million of common stock that was purchased by the backstop parties and other holders of the Company's prepetition senior subordinated notes pursuant to a rights offering. The backstop parties also received warrants to purchase 7% of the new common stock of the Company (assuming the conversion of the new preferred stock) in connection with their commitment agreement. The Company has also entered into a $125 million asset-based working capital facility with Bank of America, N.A., as agent, Deutsche Bank Trust Company Americas, as syndication agent, and Bank of America Securities LLC, Deutsche Bank Securities Inc., UBS Securities LLC and Barclays Capital as joint lead arrangers and bookrunners. The Company's balance sheet has been significantly deleveraged as a result of the bankruptcy cases. The Company's $175 million debtor-in-possession financing facility and approximately $658.4 million of claims under its prepetition credit facility have been paid in full in cash. In addition, the Company's prepetition senior notes have been paid in full in cash, except that the backstop parties received a distribution of new common stock under the Plan in lieu of cash payment for certain prepetition senior note claims. Holders of the Company's prepetition senior subordinated notes were issued 8% of the new common stock of the Company and new warrants to purchase, in the aggregate, 3% of the new common stock (in each case, assuming the conversion of the new preferred stock). Eligible holders of the prepetition senior subordinated notes also had the opportunity to participate in the rights offering. The Company's funded debt balance is now approximately $480 million, a reduction of over $650 million from prepetition levels. Also effective with the Company's emergence from chapter 11, the Company's Board of Directors was reconstituted pursuant to the Plan. The Board of Directors is now composed of returning members James McElya, Stephen A. Van Oss and Kenneth L. Way, and new members Glenn R. August, Orlando A. Bustos, Larry Jutte and David J. Mastrocola. The Company's existing management team continues to lead the Company. "Our management team is a tremendous asset to the Company, and we are excited to continue to manage the Company with the challenges of chapter 11 behind us," said Mr. McElya. "The new Board of Directors is comprised of both returning and new members, reflecting a diverse group with impressive backgrounds positioned to effectively guide the Company." The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, has also emerged from bankruptcy protection in Canada. Cooper-Standard Automotive Canada Limited sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada on August 4, 2009, and its plan of compromise or arrangement was sanctioned on April 16, 2010. About Cooper-Standard Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/ -- headquartered in Novi, Michigan, is a leading global automotive supplier specializing in the manufacture and marketing of systems and components for the automotive industry. Products include body sealing systems, fluid handling systems and NVH control systems. The Company is one of the leading suppliers of chassis products in North America, with about 14% of market share. The Company's main custoemrs include Ford Motor Company, General Motors, Chrysler, Audi, Volkswagen, BMW, Fiat and Honda, among other automakers. Cooper-Standard Automotive employs approximately 16,000 people globally with more than 70 facilities throughout the world. Cooper-Standard is a privately held portfolio company of The Cypress Group and Goldman Sachs Capital Partners Funds. Cooper-Standard Holdings Inc., together with affiliates, filed for Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743). Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, P.A., will serve as bankruptcy counsel to the Debtors. Lazard Freres & Co. is serving as investment banker while Alvarez & Marsal is financial advisor. Kurtzman Carson Consultants LLC is notice, claims and solicitation agent. In its bankruptcy petition, the Company said that assets on a consolidated basis total $1,733,017,000 while debts total $1,785,039,000 as of March 31, 2009. The Company's Canadian subsidiary, Cooper-Standard Automotive Canada Limited, also sought relief under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Toronto, Ontario, Canada. Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA proceedings undertaken by Cooper-Standard Holdings Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- COYOTES HOCKEY: To Form Liquidation Trust for Unsecureds -------------------------------------------------------- Dewey Ranch Hockey LLC, et al., filed with the U.S. Bankruptcy Court for the District of Arizona amended Disclosure Statement explaining the proposed Chapter 11 Plan as of May 25, 2010. As reported in Troubled Company Reporter on December 9, 2009, Law360 reported that the Debtors filed a Chapter 11 plan of liquidation and rebuffed the call to convert the proceedings to a Chapter 7 case, claiming that doing so would merely prolong the wind-down and eat away at the liquidation trust proposed for the unsecured creditors. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides that as of effective date, the Liquidation Trust will be formed and vested with all assets of the estate other than the cash reserved for payments to holders of Administrative Claims, Priority Tax Claims, and Priority Claims. All holders of allowed general unsecured claims in Class 2 will be the beneficiaries of the Liquidation Trust, which will be administered for those creditors' sole benefit. Treatment of Claims Under the Plan, holders of Class 1 Priority Claims will receive cash in an amount equal to its Allowed Priority Claim. Each holder of an Allowed Class 2 Claim will receive, in full and Unsecured Claims final satisfaction of its Allowed Class 2 Claim, a pro rata beneficial interest in the Liquidation Trust. Holders of Class 3 NHL Subordinated Claims will receive, on account of and in full and final satisfaction of each of its Allowed Class 3 Claims, a pro rata beneficial interest in the Liquidation Trust. The holders of Equity Interests will not receive or retain any rights, property, or distributions on account of their Equity Interests under the Plan. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/CoyotesHockey_DS.pdf The Debtors are represented by: Thomas J. Salerno, Esq. E-mail: tsalerno@ssd.com Jordan A. Kroop, ESq. E-mail:jkroop@ssd.com Squire, Sanders & Dempsey L.L.P. Two Renaissance Squire, Suite 2700 40 North Central Avenue Phoenix, AZ 85004-4498 Tel: (602) 528-4000 About Dewey Ranch Hockey Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. As reported by the TCR on November 5, Judge Redfield T. Baum has approved the sale of the Phoenix Coyotes to the National Hockey League, which had bought the team to quash a plan by bidder Jim Balsillie's to move the team to Ontario, Canada. Coyotes was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. CROWN HOLDINGS: S&P Assigns 'BB+' Rating on $1 Bil. Senior Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said that, based on preliminary terms and conditions, it assigned its 'BB+' senior secured debt rating and a recovery rating of '2' to a proposed $1 billion multicurrency senior secured revolving credit facility maturing in 2015. The revolving credit facility is available to certain subsidiaries of Crown Holdings Inc. These ratings indicate S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. Standard & Poor's has updated its recovery analysis on Crown. If consummated as currently structured, the proposed facility would replace Crown's existing $758 million (originally $800 million) revolving credit facility maturing in May 2011. Crown expects to borrow an incremental $200 million under the facility to permanently reduce the balance of its U.S. dollar and euro term loans by $100 million each. This would leave approximately $500 million of term loans maturing in 2012, which will be pari passu with the revolving credit facility. As of March 31, 2010, total adjusted debt was about $4.2 billion. S&P adjust debt to include about $1 billion of tax-effected unfunded postretirement and asbestos liabilities and capitalized operating leases. All S&P's other ratings on Crown including the 'BB/Positive/--' corporate credit rating remain unchanged. However, Crown recently amended its credit facility to permit Crown European Holdings S.A. to issue up to EUR500 million of unsecured debt. Any debt issuance or meaningful-size repayment would prompt us to reassess recovery prospects for all debt instruments in the capital structure. If Crown raises debt at Crown European Holdings, it could be structurally superior to debt at Crown's U.S. subsidiaries. As a result, the ratings on senior unsecured debt issued by Crown Americas LLC and co-issuers, which is currently rated 'BB-' with a recovery rating of '5', could become vulnerable to a one-notch downgrade. The ratings on Philadelphia-based Crown reflect its satisfactory business risk profile as a leading global can manufacturer with annual sales of about $8 billion and a significant financial risk profile. The positive outlook indicates the potential for an upgrade during the next several quarters if continued strong operating performance and debt reduction cause the funds from operations to adjusted total debt ratio to strengthen to 20% compared with about 15% currently. Ratings List Crown Holdings Inc. Corporate credit rating BB/Positive/-- New Rating Crown Americas LLC Crown European Holdings S.A. Crown Metal Packaging Canada L.P. $1 billion multicurrency sr sec revolving credit facility BB+ Recovery rating 2 DENNY HECKER: Auction Draws Hundreds of Bidders ----------------------------------------------- Dow Jones Daily Bankruptcy Review's Bankruptcy Beat reports that 485 bidders joined the auction for former auto mogul Denny Hecker's assets. The auction was conducted by Minnesota auctioneer Fred W. Radde & Sons. All assets were sold, including a 2006 Cadillac Escalade two-seat golf cart that sold for $11,200, and several Harley- Davidson motorcycles, several all-terrain vehicles, a Vespa scooter and two Mitsubishi vehicles. The biggest spender was TCF National Bank, which dropped a little over $7 million for three of Hecker's vacation homes in Crosslake, Minn. The bank, the sole bidder in a sheriff's sale of the properties, had held a $7.2 mortgage on the property. About Denny Hecker Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009, before the U.S. Bankruptcy Court for the District of Minnesota. Mr. Hecker listed $18 million in assets and $767 million in debts owed to automakers, lenders, business partners and former employees. According to the Star Tribune in Minneapolis-St. Paul, the bankruptcy filing had been widely anticipated. Star Tribune noted Mr. Hecker has been forced to sell or close 25 of his 26 dealerships in recent months, and Chrysler Financial won a $477 million court judgment against him in April. The bankruptcy filing temporarily halted efforts by Chrysler and other creditors from collecting money they say they are owed. The Troubled Company Reporter on November 20 said Bankruptcy Judge Robert Kressel held Mr. Hecker in contempt of court for failing to turn over his financial records in a timely manner. William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in Minneapolis, represents Mr. Hecker. DIAGNOSTIC IMAGING: Moody's Reviews 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service placed the ratings of Diagnostic Imaging Group, LLC, under review for possible downgrade. The review was triggered by the absence of a committed revolving credit facility and Moody's expectation that the company will likely have a modest unrestricted cash balance throughout 2010. The review will focus on the company's operating and strategic direction as well as the quality of earnings, ongoing industry pressures (notably regarding Commercial payors) and liquidity. Additionally, the review will focus on the company's financial reporting, specifically accounting for allowances and bad debt expenses -- which appear to be high relative to rated peers - and related party transactions. Given the nature of Moody's concerns, Moody's endeavor to conclude the review in the next several weeks. These ratings were placed under review for possible downgrade: * Corporate family rating, B2; * Probability of default rating, B3; * $110 million ($97 million outstanding) Sr. Sec. Term Loan B due May 4, 2012, B1 (LGD2, 23%); * LGD rates are subject to change upon the conclusion of the review. The last rating action was on May 29, 2009, when Moody's affirmed DIG's ratings, including the B2 corporate family rating, and negative outlook. DIG'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 DIG's core industry and DIG's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Hicksville, New York, Diagnostic Imaging Group is principally engaged in establishing and operating fixed-site diagnostic imaging and radiology facilities providing all types of outpatient radiological services, including x-rays, CT scans, mammography and MRIs. The company operates 39 multi-modality centers in the New York metropolitan area and Florida. Combined revenue for the twelve months ended March 31, 2010 was approximated $189 million. Evercore Capital Partners owns a majority stake in DIG. DIETRICH'S SPECIALTY: Section 341(a) Meeting Scheduled for June 11 ------------------------------------------------------------------ The U.S. Trustee for Region 3 will convene a meeting of Dietrich's Specialty Processing LLC's creditors on June 11, 2010, at 11:00 a.m. The meeting will be held at 833 Chestnut Street, Suite 501, Philadelphia, PA. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Reading, Pennsylvania-based Dietrich's Specialty Processing LLC filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Pa. Case No. 10-21399). Dexter K. Case, Esq., at Case, DiGiamberardino & Lutz, P.C., assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. DIETRICH'S SPECIALTY: Wants June 7 Schedules Filing Deadline ------------------------------------------------------------ Dietrich's Specialty Processing LLC has asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend by an additional 14 days until June 7, 2010, the deadline for the filing of schedules of assets and liabilities and statements of financial affairs. The Debtor is requesting additional time to properly assemble and evaluate the information due to the emergency nature of the filing of the Debtor's bankruptcy petition. Reading, Pennsylvania-based Dietrich's Specialty Processing LLC filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Pa. Case No. 10-21399). Dexter K. Case, Esq., at Case, DiGiamberardino & Lutz, P.C., assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. DORMIN, LLC: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Dormin, LLC 3351 Stone Road Cape Charles, VA 23310 Bankruptcy Case No.: 10-72516 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Stephen C. St. John Debtor's Counsel: Ann Brogan, Esq. Crowley, Liberatore, & Ryan, P. C. 1435 Crossways Boulevard, Suite 300 Chesapeake, VA 23320 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: abrogan@clrfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 5 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-72516.pdf The petition was signed by Judith E. Morgan, president. DOUGLAS ANDERSEN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Douglas D. Andersen dba Front Range Exchange, LLC dba Andersen Hardware, Inc. dba Royal Scythian, LLC Vicky L. Andersen dba Front Range Exchange dba Andersen Hardware, Inc. dba Royal Scythian, LLC 7888 Iris Hill Lane Wellington, CO 80549 Bankruptcy Case No.: 10-22883 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Aaron A Garber, Esq. 303 E. 17th Ave. Ste. 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: aag@kutnerlaw.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/cob10-22883.pdf The petition was signed by Douglas D. Andersen and Vicky L. Andersen. DUNMORE, PA: Exploring Distressed Program or Bankruptcy Options --------------------------------------------------------------- Facing a budget crisis in 2011, borough officials of Dunmore, Pennsylvania, are looking into a state "distressed" program or bankruptcy options, council President Timothy Burke said Monday, according to a report by The Times-Tribune. The Times-Tribune reports that Mr. Burke said borough solicitor Thomas Cummings is exploring both avenues at council's request. Mr. Cummings was absent from Monday's council meeting, but spoke to The Times-Tribune by phone afterward. "I am in the process of reviewing distressed status, as well as bankruptcy," Mr. Cummings told The Times-Tribune. "And council has instructed me to contact the Department of Community and Economic Development to ask that a representative address council to inform (members) and the public of the benefits and detriments of distressed status designation." State Act 47, the Municipalities Financial Recovery Act, empowers the state agency to declare municipalities "distressed." Once that occurs, it can allow debt restructuring, debt adjustment and consolidation or merger of contiguous municipalities to relieve financial distress, according to the DCED Web site. According to The Times-Tribune, more than 85 percent of borough voters last week shot down a referendum that would have enabled council to enact a special tax of nearly 25 mills -- capable of raising about $2 million -- to separately fund Fire Department operations in 2011. ELECTRICAL COMPONENTS: S&P Raises Corporate Credit Rating to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised the corporate credit rating on St. Louis-based Electrical Components International Inc. to 'B' from 'D' following the company's emergence from Chapter 11 bankruptcy protection. S&P also assigned a 'BB-' rating (two notches above the corporate credit rating) and a '1' recovery rating, indicating very high (90% to 100%) expectation of recovery in a payment default scenario to the $32.5 million Tranche A term loan, and a 'B+' rating (one notch above the corporate credit rating) and a '2' recovery rating, indicating substantial (70% to 90%) expectation of recovery in a payment default scenario, to the $145 million Tranche B term loan. The ratings on ECI reflect the company's weak business risk profile and highly leveraged financial risk profile following its emergence from bankruptcy. The outlook is stable. S&P could lower the ratings if operating performance deteriorates. "If, for example, the housing market does not stabilize and demand for ECI's products declines, resulting in lower earnings and leverage likely to exceed 6x, S&P would consider lowering the ratings," said Standard & Poor's credit analyst Sarah Wyeth. "If ECI's end markets appear to be improving, with support from stability in the larger economy, and the company establishes a track record of improved operating margin, sustainable free cash flow, and a less-aggressive financial policy, leading to leverage remaining close to 4x, S&P could consider raising the ratings," she continued. ERICKSON RETIREMENT: Johnson County Seeks Payment of $1.7MM Taxes ----------------------------------------------------------------- The Board of County Commissioners of Johnson County, Kansas, asserts that the Debtors are obligated to the County for 2010 real property taxes incurred postpetition for $1,729,323 pursuant to Sections 503(b)(1)(B) and 507(a)(2) of the Bankruptcy Code and the Debtors' Fourth Amended Joint Plan of Reorganization. Since the specific amount of debt has not been determined under Kansas law, the estimated amount of the 2010 taxes is based on the amount for the previous year pursuant to Section 502(c) of the Bankruptcy Code, Johnson County explains. By this motion, Johnson County asks the Court to allow its Claim and any additional charges that have accrued since the Petition Date. 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) EXECUTIVE GARDEN: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Executive Garden LLC 6 Teverya Way Unit 104 Monroe, NY 10950 Bankruptcy Case No.: 10-36538 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Cecelia G. Morris Debtor's Counsel: David Maho, Esq. 265 Mountaindale Road Woodridge, NY 12789 Tel: (845) 434-1516 Fax: (845) 434-2524 E-mail: mahoenterprises@msn.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition The petition was signed by Nathan Wachtshal, member. FENDER MUSICAL: S&P Downgrades Corporate Credit Rating to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Scottsdale, Ariz.-based Fender Musical Instruments Corp. to 'B' from 'B+'. The outlook is stable. In addition, S&P lowered the issue-level rating on Fender's senior secured debt to 'B' from 'B+'. The recovery rating is '3', which indicates S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of payment default. "The rating action reflects S&P's belief that the company will be unable to materially strengthen its credit protection measures over the next year given the weak U.S. and European economies," said Standard & Poor's credit analyst Jacqueline Hui. "Although the company's credit metrics have recently strengthened due to debt repayment in May, the recovery fell short of S&P's expectations." Fender's ratios are reflective of the 'B' rating category mediums. The rating on Fender reflects the company's high debt leverage, narrow business focus, and the discretionary nature of its products. Fender manufactures and markets guitars and other audio equipment through a portfolio of brands, including Fender, Squier, Guild, and Jackson. Fender's product sales remain concentrated in guitars; though, S&P believes the company diversified its product portfolio and geographic reach with the 2007 KMC Music Inc. acquisition. S&P estimates that the company generates about 45% of its sales outside of the U.S. A large portion of its international sales are in Europe. The company also has some sales concentration with its largest customer, Guitar Center Inc. (parent Guitar Center Holdings Inc. is rated B-/Stable/--). Although Fender maintains strong brand recognition, S&P believes sales remain vulnerable to economic cycles because of the somewhat discretionary nature of its products. The outlook on Fender is stable reflecting S&P's belief the company will be able to sustain adequate liquidity given its covenant-lite credit facility. S&P could consider revising the outlook to positive if the company's operating performance continues to improve, leverage decreases to 6x by year-end, and if S&P believes the company can reduce leverage to 5.5x within a 12 month period. S&P would consider raising the rating if Fender's operating performance continues on a positive trend and the company reduces leverage to less than 5.5x. S&P estimates this could occur if EBITDA increases 17% from current levels. Conversely, S&P would consider lowering the rating if the company incurs operating difficulties due to prolonged economic weakness in the U.S. or Europe and leverage rises above 7x. EBITDA would need to decline 12% for this to occur. FIDELITY NATIONAL: Fitch Eyes Ratings Cut of Up to 2 Notches ------------------------------------------------------------ Following Fidelity National Information Services, Inc.'s announcement on May 25 detailing its planned debt financed share repurchase program, Fitch Ratings believes that any resulting downgrade of FIS's ratings would likely be limited to one or two notches. FIS intends to tender for $2.5 billion of its common shares, financed by an equal amount of debt anticipated to be in the form of term loans and long-term bonds. Fitch estimates that leverage following the issuance of $2.5 billion of debt would increase to approximately 3.7 times. Fitch believes that based on the relative stability of FIS's business and free cash flow, leverage under 4x would be consistent with a rating in the 'BB' category. Additional considerations affecting the potential rating would include future expectations for the use of free cash flow, additional share repurchase and acquisition plans, long-term leverage targets and expected interest coverage. Fitch currently rates FIS: -- Issuer Default Rating 'BB+'; -- $900 million secured revolving credit facility 'BBB-'; -- Senior secured term loan A 'BBB-'. Fitch also rates Metavante Technologies Inc.: -- IDR 'BB+'; -- $800 million senior secured term loan B 'BBB-'. All ratings for FIS and Metavante are currently on Rating Watch Negative. FIS expects its share repurchase plan and related financing to be completed within the next eight to 10 weeks at which time Fitch would expect to resolve the Rating Watch status. Total liquidity as of March 31, 2010, was $1.2 billion consisting principally of $561 million available under FIS's $900 million senior secured revolving credit facility expiring January 2012, approximately $464 million in cash and $145 million available on an asset-backed securitization program expiring November 2013. Total debt as of March 31, 2010, was $3.1 billion and consisted principally of $1.8 billion outstanding under a senior secured term loan A issued at FIS and maturing January 2012; $339 million drawn on FIS's senior secured revolving credit facility; $50 million outstanding under a senior secured term loan C maturing January 2012, and $793 million remaining under Metavante's senior secured term loan B maturing November 2014. FIS: Moody's Reviews 'Ba1' Corporate Family Rating --------------------------------------------------- Moody's Investors Service placed the Ba1 ratings (corporate family rating, probability of default rating, and senior secured credit facility ratings) of FIS (formerly Fidelity National Information Services, Inc.) on review for possible downgrade following yesterday's announcement that the company will repurchase up to $2.5 billion of its common stock. FIS' Board of Directors has authorized a leveraged recapitalization plan in which FIS will repurchase up to $2.5 billion of its common stock at a price range of between $29.00 - $31.00 per share through a modified "Dutch auction" tender offer. To finance the stock buyback, the company plans to incur approximately $2.5 billion of incremental debt while seeking to amend and refinance its existing credit facilities. FIS expects to complete the recapitalization in the next eight to ten weeks, subject to its ability to incur additional debt on satisfactory terms and obtain any amendment or waiver required by its existing credit facilities. According to Stephen Sohn, Vice President & Senior Credit Officer, "the company's pro forma leverage will be over 4x upon completion of the leveraged recap, not including the full benefit of anticipated cost savings from its recent acquisition of Metavante." The review will focus on the company's final capital structure upon completion of the refinancing and share repurchase, the extent to which leverage is likely to decline post closing, management's future financial policies, and the company's projected performance in light of the current economic environment. The rating agency said it expects to conclude its review approximately concurrently with the completion of the refinancing and tender offer. FIS (formerly Fidelity National Information Services, Inc.) -- Ratings/assessments placed under review: * Corporate Family Rating - Ba1 * Probability of Default Rating -- Ba1 * $2.1 billion First Lien Senior Secured Term Loan A - Ba1, LGD 3, (47%) * $900 million First Lien Senior Revolving Credit Facility - Ba1, LGD 3, (47%) * $500 million Senior Secured Term Loan C - Ba1, LGD 3, (47%) * $145 million receivables-backed revolver at Ba1, LGD 3, (47%) Metavante Corporation - * $800 million Senior Secured Term Loan B due 2014 - Ba1, LGD 3, (47%) The latest rating action for FIS was taken on October 1, 2009 at which time the Ba1 corporate family rating was affirmed following the closing of the company's acquisition of Metavante Corporation. FIS, headquartered in Jacksonville, Florida, provides card issuing, core bank processing, and online bill payment services to financial institutions. G. R. MANN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: G. R. Mann & Co., Inc. P.O. Box 16109 Chesapeake, VA 23328 Bankruptcy Case No.: 10-72488 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Stephen C. St. John Debtor's Counsel: Joseph T. Liberatore, Esq. Crowley, Liberatore, & Ryan, P.C. 1435 Crossways Boulevard, Suite 300 Chesapeake, VA 23320 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: jliberatore@clrfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-72488.pdf The petition was signed by George R. Mann, president. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- George R. Mann 10-72319 05/14/10 GENERAL GROWTH: Australian Mall Giant Westfield Won't Bid --------------------------------------------------------- Neil Sands and Ross Kelly at The Wall Street Journal report that Australian shopping mall giant Westfield Group on Thursday ruled out a bid for General Growth Properties Inc., instead preferring to cherry pick individual assets its U.S. rival may put on the market. Westfield Chairman Frank Lowy declared "the book is closed" on a General Growth bid, three months after the Sydney-based company is believed to have entered discussions on a possible offer. However, Mr. Lowy said that if GGP offered some of its 204 properties for sale, then Westfield might be interested. Westfield -- the world's biggest owner of shopping centers by value -- decided against entering a bidding war for General Growth, which is under U.S. bankruptcy protection. As previously reported, Simon Property Group, Inc., submitted an offer to buy General Growth Properties Inc. in a fully financed transaction valued at $6.5 billion, or $20.00 per GGP share. General Growth, however, has obtained approval from the Bankruptcy Court to conduct a sale process, where a consortium led by Brookfield Asset Management is the preferred bidder. The $6.55 billion equity investment and $2 billion capital backstop offer from affiliates of Brookfield Asset Management, Pershing Square Capital Management and Fairholme Funds has been selected as the stalking horse bid at an auction. GGP has set a June 2 deadline for bidders to submit final proposals. The Debtor will select the best bid by July 2. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GSI GROUP: Files Fourth Modified Chapter 11 Plan ------------------------------------------------ BankruptcyData.com reports that GSI Group filed with the U.S. Bankruptcy Court a Fourth Modified Chapter 11 Plan of Reorganization. Trustees of GSI Group UK Pension Scheme subsequently filed with the U.S. Bankruptcy Court an objection to the Plan on the grounds that it does not provide allowance for the giving of security to the Pension Plan. The Trustees ask the Court to delay confirming the Plan until it does provide such security. About GSI Group Bedford, Mass.-based GSI Group Inc. -- http://www.gsig.com/-- designs, develops, manufactures and sells photonics-based solutions (consisting of lasers, laser systems and electro-optical components), precision motion devices, associated precision motion control technology and systems. The Company's customers incorporate the Company's technology into their products or manufacturing processes, for a wide range of applications in the industrial, scientific, electronics, semiconductor, medical and aerospace. The Company and two of its affiliates filed for Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09- 14110). William R. Baldiga, Esq., at Brown Rudnick LLP, represents the Debtors as lead counsel. Mark Minuti, Esq., at Saul Ewing LLP, as its local counsel. The Debtors selected Garden City Group Inc. as their claims and notice agent. In their petition, the Debtors posted $555,000,000 in total assets and $370,000,000 in total liabilities as of Nov. 6, 2009. HAROLD HULLE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Harold Hulle 15 Dale Lane Smithtown, NY 11787 Bankruptcy Case No.: 10-74034 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Robert E. Grossman Debtor's Counsel: Kent Gross, Esq. Atlantic Legal Group PA 50 Main Street Suite 1080 White Plains, NY 10606 Tel: (914) 682-6830 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of creditors together with its petition. The petition was signed by the Debtor. HARRY CANTRELL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Harry A. Cantrell Mary Cantrell 9401 South Old Kings Road Jacksonville, FL 32257 Bankruptcy Case No.: 10-04502 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Taylor J. King, Esq. Law Offices of Mickler & Mickler 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 E-mail: tjking@planlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-04502.pdf The petition was signed by the Joint Debtors. HAWAII MEDICAL: Bankruptcy Judge Confirms Reorganization Plan ------------------------------------------------------------- Pacific Business News of Honolulu reports that a federal bankruptcy judge confirmed the plan of reorganization filed by the physician shareholders and unsecured creditors of Hawaii Medical Center. The confirmation paves way for the Company to pay down millions in debts effective July 1, 2010, and convert to nonprofit status, according to Pacific Business News. Reuters relates that terms of the confirmed plan include: * Hawaii Medical Center promises to pay all of the approximately $40 million it owes to one of its biggest lenders and the hospitals' former owners, St. Francis Healthcare System of Hawaii, over a period of seven years at 8.04 percent interest. * Ewa and Liliha hospitals -- known as Hawaii Medical Center West and Hawaii Medical Center East, respectively -- will be converted to nonprofits. * A nine-member public board of directors will be created. * The hospitals' collective bargaining agreements currently in effect with local labor unions will stay in place. About Hawaii Medical Center Hawaii Medical Center is the first for-profit, physician-owned hospital in the state. In January 2007, Hawaii Physician Group LLC together with Cardiovascular Hospitals of America (CHA), a leading U.S. hospital management company, established the new Hawaii Medical Center with two hospital campuses on Oahu - HMC West in Ewa Beach and HMC East in Liliha. HPG membership is nearly 130 physicians strong and the group retains 49% ownership of HMC, with the other 51% retained by CHA. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents the Debtors in their restructuring efforts. The Debtors listed assets of between $1 million and $10 million and liabilities of between $50 million and $100 million when they filed for bankruptcy. HOLLYWOOD BEACH: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Hollywood Beach Gate Resort, Inc. 500 Bayview Dr #1928 North Miami Beach, FL 33160 Bankruptcy Case No.: 10-24331 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Joel M. Aresty, Esq. 13499 Biscayne Blvd #T-3 No. Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Gyorgy Katz, president. The Debtor did not file its list of largest unsecured creditors when it filed its petition. HORIZON BANCORPORATION: Posts $1.9 Million Net Loss in Q1 2010 -------------------------------------------------------------- Horizon Bancorporation, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1,870,912 on $1,503,397 of net interest income (before provision for loan losses) for the three months ended March 31, 2010, compared with net income of $143,255 on $1,521,882 of net interest income (before provision for loan losses) for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $195,122,325 in assets, $191,225,721 of liabilities, and $3,896,604 of stockholders' equity. "The Company faces a number of challenges that may be difficult to meet in a timely manner. These challenges include, but are not limited to, the achievement of full compliance with the requirements of the PCA Directive, the Written Agreement, as well as the payment or further extension of the Company's $1.1 million loan from 1st Manatee Bank secured by 100% of the Bank's common stock. To meet these challenges, a minimum of approximately $10.0 million of additional capital raised by means of an equity offering will be necessary. "The Company's ability to raise additional capital will depend on conditions in the capital markets at this time, which are outside the Company's control, and on the Company's financial performance. Accordingly, the Company cannot be certain of its ability to raise additional capital if needed or on terms acceptable to the Company. Inability to raise additional capital when needed or comply with the terms of the PCA Directive, the Written Agreement and the loan from 1st Manatee Bank raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?635e Horizon Bancorporation, Inc. (OTC BB: HZNB) -- http://www.horizonbankfl.com/-- is the bank holding company of Horizon Bank, a commercial bank chartered under the laws of Florida. The Company maintains its corporate offices and main banking center at 900 53rd Avenue East, in Bradenton, Florida. * * * As reported in the Troubled Company Reporter on April 21, 2010, Francis & Co., CPA's, in Atlanta, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that he Company has suffered heavy losses in calendar year 2009, reducing its capital accounts significantly. "Due to the 2009 losses, the significant decline in capital ratios, regulatory concerns over the adequacy of the allowance for loan and lease losses, as well as other concerns, a formal supervisory agreement was imposed by Federal and State regulators. Failure to fully comply with the requirements of the above agreement may lead to additional regulatory actions such as prompt corrective action directive (imposed in 2010) or even placing the Company into receivership/conservatorship." HSN INC: Moody's Upgrades Corporate Family Rating to 'Ba1' ---------------------------------------------------------- Moody's Investors Service upgraded HSN Inc's Corporate Family Rating to Ba1 from Ba2. Actions on other rated debt are detailed below. The company's Speculative Grade Liquidity Rating of SGL-2 was affirmed. The rating outlook is stable. The rating upgrade reflects HSN's recent positive revenue growth and operating margin expansion. The company has benefited from its efforts to reduce inventories, which have reduced its markdown expenses, as well as its merchandising strategies which have adapted to meet evolving customer needs. At the same time the company has maintained a moderate financial policy as it has prepaid debt while maintaining healthy cash balances. The upgrade reflects Moody's expectations that the recent improvement in performance is sustainable and that HSN will maintain a balanced financial policy. These ratings were upgraded (and LGD assessments amended) * Corporate Family Rating to Ba1 from Ba2 * Probability of Default Rating to Ba1 from Ba2 * $150 million senior secured revolving credit facility to Baa2 (LGD 2, 19%) from Baa3 (LGD 2,23%) * $95 million senior secured term loan at to Baa2 (LGD 2, 19%) from Baa3 (LGD 2, 23%) * $240 million senior unsecured notes to Ba2 (LGD 5, 70%) from Ba3 (LGD 5, 73%) This rating was affirmed: * Speculative Grade Liquidity rating at SGL-2 Moody's last rating action on HSN, Inc., was on December 21, 2009, when the company's Corporate Family Rating was affirmed at Ba2 and the rating outlook was revised to stable from negative. Headquartered in St Petersburg, Florida, HSN is a direct-to- consumer retailer. Its primary operating segments include HSN, a television retailer that reaches approximately 95 million homes and Cornerstore, a catalog and web based retailer of a number of home and apparel lifestyle brands. Revenues are approximately $2.8 billion. IASIS HEALTHCARE: S&P Gives Positive Outlook; Affirms 'B' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised its rating outlook on Franklin, Tenn.-based hospital operator IASIS Healthcare Corp. to positive from stable and affirmed the ratings, including the 'B' corporate credit rating. IASIS Healthcare Corp.'s weak business risk profile is underscored by margin pressures faced by its relatively small base of 15 medium-size, acute-care hospitals, notwithstanding its relatively well-established positions in several competitive markets, including Salt Lake City, Utah; Phoenix, Ariz.; Tampa/St. Petersburg, Fla.; Texas; Las Vegas; and West Monroe, La. The company also operates a Medicaid and Medicare managed care plan in Arizona through its Health Choice managed health plan. "Despite margins that have averaged about 14% in the past three years, S&P believes it will remain difficult for IASIS to maintain profitability levels because of persistent reimbursement pressure, increasing costs related to physician recruitment, and competition with physicians in certain areas," said Standard & Poor's credit analyst David Peknay. S&P expects reimbursement risk from government payors to remain an ongoing threat. Health reform legislation may eventually help reduce bad debt, but the impact may be offset by other payment reductions. In addition, potentially smaller price increases from managed care companies could have a significant impact on profitability, particularly because this source generates about one-third of gross patient revenues. Finally, as Health Choice contributes a growing portion of IASIS' revenues, the company's margins will additionally be pressured because of the plan's margins, which are lower than the acute hospital services segment's. Lease-adjusted debt to EBITDA at the holding company level, with holding-company level preferred stock treated as debt, was 5.3x as of March 31, 2010. This is a reduction in leverage from 5.6x as of Dec. 31, 2009 because of the cash repayment of $120 million of preferred stock. ILIAMNA LAKESHORE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Iliamna Lakeshore Condominiums, LLC 6239 B Street, #102 Anchorage, AK 99518 Bankruptcy Case No.: 10-00440 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Alaska (Anchorage) Debtor's Counsel: Cabot C. Christianson, Esq. Christianson & Spraker 911 W 8th Ave., Suite #201 Anchorage, AK 99501 Tel: (907) 258-6016 Fax: (907) 258-2026 E-mail: ecf@cslawyers.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by William Campbell, manager. INDUSTRIAL ENTERPRISES: Ex-CEOs Plead Not Guilty of Fraud --------------------------------------------------------- Two former top executives of Industrial Enterprises of America Inc. have pleaded not guilty of charges of an alleged scheme to loot the company of $60 million. Chad Bray at The Wall Street Journal reports that John Mazzuto, who retired as chief executive of Industrial Enterprises in 2007, and James W. Margulies, who resigned as CEO in March 2008, were charged in a New York State indictment with 57 counts, including grand larceny, engaging in a scheme to defraud, conspiracy and falsifying business records. According to the report, the indictment said Messrs. Mazzuto and Margulies issued millions of shares worth "tens of millions of dollars" to friends, family members, their alma maters and shell companies and other entities they controlled. As a result, the company and its legitimate investors were looted of $60 million, said Assistant District Attorney Garrett Lynch of the Manhattan District Attorney's office. Mr. Mazzuto, of Florida, and Mr. Margulies, of Ohio, pleaded not guilty at a hearing Tuesday in New York state court in Manhattan. 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. INTERPUBLIC GROUP: S&P Raises Corporate Credit Rating to 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on New York City-based Interpublic Group of Cos. Inc. to 'BB' from 'B+'. The rating was removed from CreditWatch, where it was placed with positive implications April 29, 2010. The rating outlook is stable. At the same time, S&P assigned the company's amended and extended $650 million revolving credit facility due 2013 S&P's issue-level rating of 'BB' (at the same level as S&P's 'BB' corporate credit rating on the company). S&P also assigned this debt a recovery rating of '3', indicating its expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. S&P has withdrawn its ratings on the previous $335 million revolving credit facility due 2011. S&P also raised its issue-level ratings on IPG's debt in accordance with its upgrade of the corporate credit rating. These ratings were also removed from CreditWatch. The recovery ratings on these debt issues remain unchanged. "The ratings upgrade reflects improving operating results, as well as steps that IPG has taken over the past 12 to 18 months to reduce debt and strengthen liquidity," said Standard & Poor's credit analyst Michael Altberg. In April, the company amended its credit facility to extend its maturity to 2013 from 2011, upsize the facility to $650 million from $335 million, and provide a greater degree of covenant headroom. In addition, the company announced a cash tender offer to purchase up to 370,000 shares (aggregate purchase price of up to $400 million) of its $525 million convertible preferred stock, which S&P regarded as debt-like. The tender offer follows roughly $200 million of debt repayment in 2009. The 'BB' rating reflects IPG's continued near-term revenue uncertainty due to the weak economy, especially in parts of Europe, the task of rebuilding the EBITDA margin amid client and competitive pressures on agency compensation, ongoing weakness in certain key industries (such as technology), and IPG's lower EBITDA margin and cash generation than comparable peers'. IPG's broad business mix of traditional advertising and marketing services, progress with business wins, and very strong cash balances are positive considerations in the rating that, in S&P's view, only partially offset the negative factors. INTROGEN THERAPEUTICS: Judge Gargotta Confirms Chapter 11 Plan -------------------------------------------------------------- WestLaw reports that the mere fact that a lender which comprised the secured class might receive payment in full on the plan's effective date did not mean that it was unimpaired, and that its acceptance of plan failed to satisfy a statutory prerequisite for cramdown, i.e., that the plan be accepted by at least one impaired class. Pursuant to the plan, the lender would receive full payment only on its allowed secured claim, without the postpetition interest to which it was contractually entitled. The plan's modification of the lender's contractual rights, in denying postpetition interest, was in the nature of an "impairment." In re Introgen Therapeutics, Inc., --- B.R. ----, 2010 WL 1741105 (Bankr. W.D. Tex.) (Gargotta, J.). As reported in the Troubled Company Reporter on July 3, 2009, Introgen Therapeutics Inc. filed a Chapter 11 plan to distribute the proceeds of the sale of its asserts to creditors. The Debtors modified their plan on Oct. 7, 2009. The Debtor's unsecured creditors -- owed $4.4 million -- voted to reject the plan, arguing that no impaired creditor class had accepted the plan and the plan violated the absolute priority rule. The Honorable Craig A. Gargotta overruled the Unsecured Creditors' objections, confirmed the Debtors' chapter 11 plan, and denied a motion by the U.S. Trustee to convert the case to a chapter 7 liquidation proceeding. Introgen Therapeutics, Inc., was a biopharmaceutical company focused on the discovery, development, and commercialization of targeted molecular therapies for the treatment of cancer and other diseases. A regulatory setback with FDA approval of the company's Advexin drug caused a liquidity crisis, and Introgen Therapeutics, Inc., and Introgen Technical Services, Inc., sought Chapter 11 protection (Bankr. W.D. Texas, Case Nos. 08-12442 and 08-12443) on Dec. 3, 2008. Patricia Baron Tomasco, Esq., at Brown McCarroll, L.L.P., is the Debtors' bankruptcy lawyer, and the Debtors disclosed assets of $9,107,868 and debts of $12,932,950 at the time of the filing. INX INC: Gets Credit Deal Waiver & Deficiency Notice From NASDAQ ---------------------------------------------------------------- INX Inc. received a waiver of default through June 30, 2010 under Section 7(b) of the Amended and Restated Credit Agreement dated April 30, 2007 between INX and Castle Pines Capital LLC, whereby the Company is required to provide CPC with its Annual Report on Form 10-K no later than 90 days after the last day of each fiscal year and to provide its Form 10-Q for each fiscal quarter. Due to the circumstances previously disclosed, the Company was unable to provide its Annual Report on Form 10-K by March 31, 2010 and its Form 10-Q for the first fiscal quarter of 2010. The Company also announced today that it received a subsequent letter from The Nasdaq Stock Market indicating that the Company remains in noncompliance with Nasdaq Listing Rules for continued listing because the Company has not yet filed its Form 10-Q for the period ending March 31, 2010. The Company has until June 21, 2010, to submit a plan to regain compliance and if Nasdaq accepts the Company's plan, an additional grace period of up to 180 calendar days from the original due date, or until October 12, 2010, will be provided to regain compliance. This notification has no immediate effect on the Company's listing or on the trading of the Company's common stock. The Company is working diligently on this matter and intends to file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q as soon as practicable. About Inx Inc. INX Inc. is a leading U.S. provider of IP network communications and data center solutions for enterprise organizations. INX offers a suite of advanced technology solutions focused around the entire life-cycle of enterprise IP network communications and data center infrastructure. Service offerings are centered on the design, implementation and support of network infrastructure, including routing and switching, wireless, security, unified communications, and data center solutions such as storage and server virtualization. Customers include enterprise organizations such as corporations, as well as federal, state and local governmental agencies. Because of its focus, expertise and experience implementing and supporting advanced technology solutions for enterprises, INX is well positioned to deliver superior solutions and services to its customers. JACKSON & PERKINS: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Jackson & Perkins Wholesale, Inc., has filed with the U.S. Bankruptcy Court for the District of South Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $ 3,930,000 B. Personal Property $12,082,577 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $28,102,510 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,079,461 ----------- ----------- TOTAL $16,012,577 $31,181,972 Hodges, South Carolina-based Jackson & Perkins Wholesale, Inc., filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. D. S.C. Case No. 10-03365). R. Geoffrey Levy, Esq., who has an office in Columbia, South Carolina, assists the Company in its restructuring effort. The Company listed $16,012,577 in assets and $31,181,971 in liabilities. JAPAN AIRLINES: Receives Overwhelming Early Retirement Responses ---------------------------------------------------------------- Japan Airlines Corp. has received an overwhelming response from employees who want to avail of the company's early retirement offer, japantoday.com said. According to a JAL group source, the applications have far exceeded the company's target of 2,700 who will be paid off as a settlement for early retirement. The onslaught of applications has prompted Asia's biggest airline to ask some of its employees to withdraw their retirement intentions or delay their applications until after the end of May deadline as the massive retirement of employees could cripple company operations, japantoday.com related. "With no bonuses granted last year, we saw many younger workers were applying for the airline's early retirement program at some divisions," one of the sources said, implying that the uncertainty of the airline's restructuring process was the main factor that pushed many of its employees to apply for early retirement, japantoday.com said. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAPAN AIRLINES: Seeks August Extension of Plan Deadline ------------------------------------------------------- Japan Airlines and the Enterprise Turnaround Initiative Corporation of Japan are seeking to extend the airline's plan submission deadline for about two months from their original June 30, 2010 target, the Daily Yomiuri online said today. According to sources, JAL and ETIC told the Tokyo District Court that they may not be able to planned submission until end of August 2010 because the airline's creditor banks would not agree with the Plan unless they are convinced that JAL has cut enough flights, routes and personnel in order to reduce costs. "We will carefully study (the details of the plan) and create a structure that will make the company profitable, and by reflecting this in the plan, we hope it will lead to the revival of the JAL group," JAL President Masaru Onishi said at a news conference, Kyodo News reported. Appearing at the same news conference, Hideo Seto, ETIC trustee, said the two-month delay is aimed at enabling JAL to thoroughly review its route network and will please potential lenders, Kyodo related. As earlier reported, JAL's original Plan contemplated on putting off 31 routes and cutting 15,661 jobs over three years, yet its creditor banks had been unwilling to lend JAL the financial backing it needs, saying they need to see more cost cutting solutions that will ensure the company's survival, Yomiuri online related. In order to appease its prospected lenders, JAL is now looking at the removal of 31 domestic and 16 international routes by October, the report said. The company is also considering severing the employment of 16,452 workers by the end of this year. The airline, according to the report, said it hopes that this approach can gain the confidence of its creditor banks so that it can get the financial backing it badly needs in order to rebound from its present financial turmoil. JAL, Yomiuri Shimbun related, also contemplates on the removal of eight international routes at Narita Airport -- those bound to or from Sao Paulo, Amsterdam, Milan and Rome -- two routes at Chubu Airport and five at Kansai Airport. Despite protests from affected destinations, JAL also said it will no longer serve Nagoya Airport, which currently hosts nine JAL routes, Hiro- shima-Nishi, Sa-pporo Okadama and Oku-shiri airports. Hokkaido Air System will take over some JAL routes that pass through New Chitose, Sapporo Okadama and Hakodate airports, the report said. The cuts, the Yomiuri online related, will give a 40% reduction on international routes and a 30% cut on domestic capacity as compared to JAL's fiscal 2008 seating records. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAPAN AIRLINES: Shareholders Still Get Perks Despite Bankruptcy --------------------------------------------------------------- Despite financial troubles, Japan Airlines shows concern to its shareholders by intending to issue them complimentary coupons that allow holders to buy tickets at half the regular price, the Yomiuri Shimbun reported. Part of Japan's restructuring strategy is to reduce its stock value to zero upon the approval of its Plan of Reorganization. Being a delisted corporation issuing complimentary coupons to its shareholders, JAL expects to draw criticisms as the shareholders, who are JAL's owners, are the ones who are supposed to carry the company's financial burden. But sources say this is JAL's way of holding on to its shareholders who are also important customers, as they might shift to other airlines, the Yomiuri Shimbun said. The coupons will be issued to individuals who were shareholders as of the end of March, 2010. JAL plans to put certain limits on the use of the coupons, like restricting reservations during busy seasons, the Yomiuri Shimbun related. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JED PROPERTY: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Jed Property, LLC 2821 Colanthe Avenue Las Vegas, NV 89102 Bankruptcy Case No.: 10-19793 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Jeanette E. McPherson, Esq. 2850 S. Jones Boulevard, #1 Las vegas, NV 89146 Tel: (702) 228-7590 E-mail: jmcpherson@s-mlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 3 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-19793.pdf The petition was signed by Joe Lamarca, Willin LLC in its capacity as manager of Debtor by Joseph Lamarca. JEFFREY FAULKNER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Jeffrey A. Faulkner 7733 Pleasant Valley Road Camden, OH 45311 Bankruptcy Case No.: 10-33397 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Southern District of Ohio (Dayton) Judge: Guy R Humphrey Debtor's Counsel: Thomas R. Noland, Esq. Statman, Harris & Eyrich, LLC Fifth Third Center 1 South Main Street, Suite 900 Dayton, OH 45402 Tel: (937) 222-1090 Fax: (937)222-1046 E-mail: notices@statmanharris.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohsb10-33397.pdf The petition was signed by the Debtor. JOHNSON PUBLISHING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Johnson Publishing Company of Boulder, Colorado 5981 Marion Dr. Denver, CO 80216 Bankruptcy Case No.: 10-22828 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Thomas F. Quinn, Esq. 1600 Broadway Ste. 1675 Denver, CO 80202 Tel: (303) 832-4355 Fax: (720) 554-8033 E-mail: tquinn@tfqlaw.com Scheduled Assets: $1,179,799 Scheduled Debts: $4,336,601 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-22828.pdf The petition was signed by Kevin E. Wright. JUDITH CARR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Judith Carr 2 Chesapeake Drive Manalapan, NJ 07726-3173 Bankruptcy Case No.: 10-26148 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: tneumann@bnfsbankruptcy.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-26148.pdf The petition was signed by the Debtor. KB IN & OUT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: KB In & Out, Inc. dba Century Car Wash 4700 W. Century Blvd. Inglewood, CA 90304 Bankruptcy Case No.: 10-31004 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Vincent P. Zurzolo Debtor's Counsel: M. Jonathan Hayes, Esq. Law Office of M. Jonathan Hayes 9700 Reseda Bl Ste201 Northridge, CA 91324 Tel: (818) 882-5600 Fax: (818) 882-5610 E-mail: jhayes@polarisnet.net 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/cacb10-31004.pdf The petition was signed by Kenneth Gharib, president. KIC-1, L.L.C.: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: KIC-1, L.L.C. 1461 1st Avenue New York, NY 10075 Bankruptcy Case No.: 10-12753 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 489 Fifth Avenue New York, NY 10017 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb10-12753.pdf The petition was signed by Sofia Koustis, managing member. KT TERRAZA: Creditors Have Until June 1 to File Proofs of Claim --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has established June 1, 2010, as the last day for any individual or entity to file proofs of claim against KT Terraza I, LLC, et al. Los Angeles, California-based KT Terraza I, LLC, filed for Chapter 11 bankruptcy protection on March 16, 2010 (Bankr. C.D. Calif. Case No. 10-19693). Bernard D. Bollinger, Jr., Esq., at Buchalter Nemer, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company filed separate Chapter 11 petitions: -- GTS Property Portfolio B-3, LLC (Case No. 09-14774) on March 3, 2009; and -- B3 FLJC, LLC (Case No. 10-19697) on March 16, 2010. B3 FLJC, LLC, listed $50 million to $100 million in assets and $100 million to $500 million in liabilities. LANKERSHIM & VANOWEN: Case Summary & Largest Unsecured Creditor --------------------------------------------------------------- Debtor: Lankershim & Vanowen Properties, LLC 17622 Raymer St. Northridge, CA 91325 Bankruptcy Case No.: 10-16257 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Robert S. Altagen, Esq. Law Offices of Robert S. Altagen 1111 Corporate Ctr Dr #201 Monterey Park, CA 91754 Tel: (323) 268-9588 Fax: (323) 268-8742 E-mail: rsaink@earthlink.net 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 ------ --------------- ------------ Kinay Development Purchases $1,919 Construction 18137 Partenia Blvd. Northridge, CA 91326 The petition was signed by Ardas A. Yanik, managing member. LAURELWOOD GROUP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Laurelwood Group, LLC 14900 Ventura Boulevard, Suite 220 Sherman Oaks, CA 91403 Bankruptcy Case No.: 10-16289 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Jeremy Faith, Esq. Goodman Faith LLP 21650 Oxnard St Ste 500 Woodland Hills, CA 91367 Tel: (818) 827-9193 Fax: (818) 932-3686 E-mail: jfaith@goodmanfaith.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/cacb10-16289.pdf The petition was signed by Arthur R. Aslanian, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- The Andalucia Project, LLC 09-21502 09/01/09 LEHMAN BROTHERS: Estate Sues JP Morgan to Recover $8.6-Bil. ----------------------------------------------------------- Lehman Brothers Holdings Inc. sued JPMorgan Chase Bank N.A. to claw back as much as $8.6 billion that it seized as collateral prior to the investment bank's bankruptcy filing in 2008. In a 66-page complaint filed in the U.S. Bankruptcy Court for the Southern District of New York, LBHI accused JPMorgan of using its position as primary clearing bank to the company's broker-dealer unit to extract billions of dollars including $5 billion in cash on the final business day. The complaint alleged that JPMorgan threatened to discontinue its clearing services unless LBHI posted excessive collateral. "With this financial gun to LBHI's head, JPMorgan was able to extract extraordinarily one-sided agreements from LBHI literally overnight," says LBHI's attorney, John Quinn, Esq., at Quinn Emanuel Urquhart & Sullivan LLP, in Los Angeles, California. The agreements were allegedly used by JPMorgan to extract billions of dollars in collateral not for clearing exposures but to secure billions of dollars of "grossly exaggerated exposures" that JPMorgan now asserts were incurred as a result of LBHI's bankruptcy, according to Mr. Quinn. "JPMorgan was able to flex the power of its clearing bank position to take swift and severe steps to catapult itself ahead of all of LBHI's other creditors," Mr. Quinn says in the complaint. According to the complaint, JPMorgan Chairman Jamie Dimon learned from his meetings in September 9, 2008, with Federal Reserve Chairman Ben Bernanke and former U.S. Treasury Secretary Henry Paulson that the U.S. government would not rescue LBHI if it filed for bankruptcy. From those meetings, JPMorgan's management decided to accelerate its efforts to secure LBHI's collateral. The Official Committee of Unsecured Creditors has joined in the lawsuit. If LBHI wins the case, any money recovered could increase the payout to creditors. JPMorgan spokesman Joe Evangelisti called the lawsuit "meritless," and said the bank will defend against it, according to a May 26 report by Reuters. The lawsuit came two months after Anton Valukas, the examiner appointed to investigate into what caused LBHI's bankruptcy, published the results of his investigation. The examiner found colorable claims against JPMorgan in connection with its demands for collateral in the final days of LBHI. The demands for collateral had direct impact on LBHI's liquidity pool, according to the examiner. Mr. Evangelisti said, however, that the examiner's report makes clear that it was not the conduct by JPMorgan but the "ill- advised" decision of LBHI itself to take on perilous leverage and to double-down on subprime mortgages and overpriced commercial real estate that led to LBHI's collapse, according to a May 27 report by Financial Times. LBHI earlier sued Barclays Capital Inc., the U.K.-based bank that bought its North American broker-dealer business, to recover as much as $11 billion. It alleged that Barclays possibly received billions of dollars in excess assets from the sale outside the bankruptcy court's view. LBHI also filed a motion seeking a reversal of the Bankruptcy Court's prior ruling approving the sale. A trial was held in late April 2010 to dig into the issue and is due to continue next month in the Bankruptcy Court. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIBERTY HOME: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Liberty Home Care Nurses Employment Agency, Inc. 103-43 Lefferts Boulevard Richmond Hill, NY 11419 Bankruptcy Case No.: 10-44799 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Elizabeth S. Stong Debtor's Counsel: Marilyn Cowhey Macron, Esq. Macron & Cowhey 257 Beach 116th Street Rockaway Park, NY 11694 Tel: (718) 474-0111 E-mail: marilyn@macroncowhey.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 7 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb10-44799.pdf The petition was signed by Christine Persaud, president. LYONDELL CHEMICAL: Crude Units Hit by Fire; Repairs Underway ------------------------------------------------------------ As widely reported, LyondellBasell Industries' crude installation unit at its 268,000 barrel per day Houston, Texas refinery was hit by a fire on May 17, 2010. LyondellBasell said it has started a crude unit at its refinery in Houston, and may know the extent of damage to a second crude unit from the fire by May 21, 2010, Barbara Powell of Bloomberg News reports. Spokesperson for Lyondell, David Harpole told Bloomberg News, "The crude unit restart began today and we plan to have feed into the unit tomorrow." In a related report by Reuters, Mr. Harpole said the refinery was still producing gasoline from intermediate feedstocks and other streams that are processed in other units. "We are still producing percentage of our normal gasoline output," Mr. Harpole was quoted by Reuters as saying. In a public statement dated May 20, 2010, LyondellBasell said it expects a crude distillation unit at its Houston refinery to be out of service for about four weeks to repair damage sustained in the fire. No other operating units were damaged in the fire, which was extinguished in less than an hour, and there were no injuries, Lyondell added. The Houston refinery has two crude distillation units designed to process very heavy crude oil. One distillation unit will operate while the unit involved in the fire is being repaired. Each unit is capable of processing about 50% of the refinery's stated crude consumption capacity of 268,000 barrels per day on a calendar day basis. The refinery's configuration enables LyondellBasell to maintain production of finished fuel products through the operation of downstream processing units while crude distillation units are out of service. 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: Equistar Sues Mitsubishi to Claim $409,000 ------------------------------------------------------------- Reorganized Debtor Equistar Chemicals, LP, filed a complaint against Mitsubishi International Corporation for its refusal to pay an alleged debt of $409,249 to Equistar. Equistar and Mitsubishi were parties to a mono-ethylene glycol agreement, whereby Equistar sold to Mitsubishi a specific quantity of MEG on an annual basis. On December 31, 2008, Equistar sold MEG to Mitsubishi worth $409,249. Mitsubishi's payment was due on March 16, 2009. Mitsubishi has not paid Equistar the $409,249, Peter Friedman, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates. Since Mitsubishi defaulted on payment, Mitsubishi is required to pay Equistar's "costs of collection, including, but not limited to, reasonable attorney's fees" under the MEG Agreement, Mr. Friedman points out. The Court also authorized rejection of the MEG Agreement effective as of February 25, 2009. Despite that rejection of the MEG Agreement, Mitsubishi is still obligated to pay the matured debt owed to Equistar that was incurred before the rejection of the MEG Agreement, he says. Mr. Friedman asserts that the debt owed by Mitsubishi under the MEG Agreement constitutes property of Equistar's estate under Section 541 of the Bankruptcy Code. He insists that Equistar performed its obligations in accordance with the MEG Agreement. On the contrary, Mitsubishi breached and is in default of the MEG Agreement by failing and refusing to remit to Equistar all amounts due under the MEG Agreement. He also contends that Mitsubishi violated Section 362(a)(3) of the Bankruptcy Code because its refusal to pay Equistar the amount owed under the MEG Agreement constitutes a prohibited act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate. Mitsubishi's violation of the automatic stay was and is willful and deliberate because it had actual knowledge of the Debtors' bankruptcy cases and has been advised by Equistar that its actions are in violation of the automatic stay, he emphasizes. Equistar, thus, asks the Court to enter a judgment: (a) declaring that Mitsubishi owes a matured debt pursuant to Section 542(b) of the Bankruptcy Code, to Equistar in the principal amount of $409,249, plus interest at the maximum lawful rate or 18% per annum; (b) awarding damages in an amount not less than $409,249, plus interest at the maximum lawful rate or 18% per annum resulting from Mitsubishi's breach of the MEG Agreement; (c) directing Mitsubishi to pay $409,249, plus interest at the maximum lawful rate or 18% per annum to Equistar; (d) declaring that failure by Mitsubishi to pay its matured debt to Equistar constitutes a willful violation of Section 362(a)(3); (e) declaring that the failure by Mitsubishi to pay its matured debt to Equistar lacks reasonable basis and constitutes contempt of court; and (f) awarding Equistar its costs and expenses, including reasonable attorney's fees, incurred in connection with its efforts to (i) recover property of the estate, (ii) enforce its rights and collect debts arising under the MEG Agreement, and (iii) compel compliance by Mitsubishi with its obligations under the Bankruptcy Code, the Stay Order and the Rejection Order. 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) MAPLE PARK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Maple Park Properties, Inc. dba Yogi Bears Jellystone Park 290 Glen Charlie Road East Wareham, MA 02538 Bankruptcy Case No.: 10-15698 Chapter 11 Petition Date: May 26, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Norman Novinsky, Esq. Novinsky & Associates 1350 Belmont Street, Suite 105 Brockton, MA 02301 Tel: (508) 559-1616 Fax: (508) 588-9306 E-mail: nnovinsky@msn.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $186,380 while debts total $7,006,151. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mab10-15698.pdf The petition was signed by Brock Tucy, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Brock Tucy 09-22152 12/16/09 MARKETXT HOLDINGS: Former CEO Fights $25 Mil. Bankruptcy Judgment ----------------------------------------------------------------- The former CEO of MarketXT Holdings Corp., Omar Sharif Amanat, has claimed that the plan committee in the company's Chapter 11 case failed to substantiate the millions of dollars in losses it allegedly suffered when Amanat's fraud helped bring down the company, according to Bankruptcy Law360. In his bid to overturn a bankruptcy court's $24.5 million judgment against him, Omar said the plan committee provided divergent estimates of damages, Law360 reports. MarketXT Holdings Corporation, fka Tradescape Corporation, was a day-trading firm conducting electronic equity trades on all the major U.S. stock exchanges. The Company sought Chapter 11 protection on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12078). The Chapter 11 Trustee is represented by attorneys at Kaye Scholer LLP. MARY TAPLETT: Files List of 20 Largest Unsecured Creditors ---------------------------------------------------------- Mary L. Taplett has filed with U.S. Bankruptcy Court for the Eastern District of Washington its list of largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Parkwood Associates P.O. Box 2188 Wenatchee, WA 98807 $333,374 CHS - Sun Basin Operations $391,936 P.O. Box 608 Collateral FMV Quincy, WA 98848 Trade Debt $228,000 1988 Taplett Family Trust $140,660 P.O. Box 2522 Collateral FMV Wenatchee, WA 98807 $0 1988 Taplett Family Trust $140,388 Sterling Savings Bank Commercial Loan Bank Loan $133,194 WaMu Bank Loan $107,395 Evans Lease, Inc. Trade Debt $103,000 Duck Lake Water Trade Debt $102,000 Taplett Grandchildren's Trust $62,313 Columbia Feeders $61,400 Bank of America Credit Card Debt $46,835 Mofatt Thomas Trade Debt $40,000 Wells Fargo Bank Loan $37,490 American Express Credit Card Debt $31,187 PNC Equipment Finance $39,576 Collateral FMV $10,000 Dean Taplett $23,587 Collateral FMV $0 Tousley Brain Stephens PLLC Trade Debt $23,251 Main Street Acquisitions Trade Debt $19,226 Johnson Gaukroger Trade Debt $19,125 Shelley Lewis $18,468 East Wenatchee, Washington-based Mary L. Taplett filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case No. 10-02835). Christina M. Davitt, Esq., at Davitt Law Group PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. These affiliates filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Taplett Family Ltd. Partnership 09-00516 02/05/09 Taplett Orchard, Inc. 09-06979 12/17/09 MARY TAPLETT: Section 341(a) Meeting Scheduled for June 29 ---------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of Mary L. Taplett's creditors on June 29, 2010, at 3:30 p.m. The meeting will be held at Wenatchee Federal Building, 301 Yakima Street, Room M08, Wenatchee, WA. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. East Wenatchee, Washington-based Mary L. Taplett filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case No. 10-02835). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. Two affiliates -- Taplett Family Ltd. Partnership and Taplett Orchard, Inc. -- filed for Chapter 11 in 2009. MARY TAPLETT: Wants to Hire Davitt Law as Bankruptcy Counsel ------------------------------------------------------------ Mary L. Taplett has sought permission from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Davitt Law Group, PLLC, as bankruptcy counsel. Davitt Law will provide legal counsel to the Debtor. The Debtor paid Davitt Law a retainer of $10,000 plus filing fees. Davitt Law will be paid $150 per hour for its services. To the best of the Debtor's knowledge, Davitt Law is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. East Wenatchee, Washington-based Mary L. Taplett filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. E.D. Wash. Case No. 10-02835). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. Two affiliates -- Taplett Family Ltd. Partnership and Taplett Orchard, Inc. -- filed for Chapter 11 in 2009. MOVIE GALLERY: Great American's GOB Sales to Last 10 Weeks ---------------------------------------------------------- As of May 13, 2010, Movie Gallery Inc. and its units continued to operate 1,296 stores in the U.S. and 181 stores located in Canada. Of the 1,296 currently-open U.S. Stores, approximately 270 are in the late phases of liquidation sales, and will be closed shortly. Against this backdrop, the Debtors sought and obtained approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to (i) sell their remaining assets free of all liens, claims, encumbrances and interest, and (ii) conduct going-out-of- business sales in their currently-open U.S. stores -- totaling approximately 1,028 -- until August 31, 2010, pursuant to an exclusive agency agreement with Great American WF, LLC. Michael A. Condyles, Esq., at Kutak Rock LLP, in Richmond, Virginia, -- Michael.Condyles@KutakRock.com -- relates that in early April, the Debtors, the Prepetition Secured Parties, the Official Committee of Unsecured Creditors and representatives of the Debtors' major suppliers of movies held a series of all-hands meetings to discuss the potential reorganization of the Debtors' business around a much smaller footprint of ongoing stores. Based on those meetings and the parties' review and analysis of the business plan proposed by the Debtors, all parties concluded that it was in the best interest of the Debtors, their estates, the Debtors' stakeholders, and the other parties-in-interest to terminate the Debtors' remaining business operations, liquidate the Debtors' remaining assets, and wind-down the Debtors' affairs in an orderly process under Chapter 11 of the Bankruptcy Code. Pursuant to the agreement of the Prepetition Secured Parties, that process would also provide some recovery for holders of general unsecured claims against the Debtors, even though the claims of the Prepetition Secured Parties will not be paid in full. On May 7, 2010, the Debtors, the Prepetition Secured Parties, the Committee, the Studios and Warner Home Video executed and filed a stipulation and related term sheet outlining their agreement. The Term Sheet details the agreement among the Debtors' key constituents regarding among other things: (1) the Debtors' alleged default under the Cash Collateral Order asserted by the Prepetition Secured Parties; (2) the agreement of Prepetition Secured Parties to permit $5,000,000 of cash to be made available for holders of general unsecured claims against the Debtors and to permit their collateral to be used to fund certain payments to the major movie studios in connection with the ongoing liquidation of the Debtors' Movie Inventory; (3) the agreement of the Studios and Warner Home Video not to challenge the continued liquidation of the Debtors' remaining Movie Inventory subject to the provisions of the Term Sheet; and (4) the timing for filing of a plan of liquidation consistent with the agreement set forth in the Term Sheet. In the midst of the discussions leading to the execution of the Term Sheet, the Debtors received an unsolicited bid from Great American to act as the Debtors' exclusive agent to conduct "Going Out of Business" Sales and to sell the Debtors' remaining assets. Great American, one of the largest liquidators of retail inventory in the United States, previously liquidated $180 million of the Debtors' inventory in stores closed prepetition. The Debtors have had discussions and negotiations with several other liquidators concerning the sale of the Debtors' Movie Inventory and other assets, and have considered other transaction structures for the liquidation of their assets. The Debtors believe that the agreements of Great American to (i) effectively backstop up to $4.5 million of the Debtors' revenue share liability and (ii) pay costs associated with occupying and operating the Debtors' Remaining Stores are significantly valuable to the estate. Moreover, the Debtors believed that Great American's offer of $62,300,000 for the sale of the assets was the highest and best offer that they have received for their assets. Accordingly, the Debtors executed the Agency Agreement with Great American on May 13, 2010, subject to higher and better offers. Great American Declared Successful Bidder In an auction held May 19, 2010, Great American was identified as the successful bidder, who will act as the Debtors' exclusive agent for the limited purpose of (a) selling all of the Merchandise located in the Debtors' retail store locations listed on Exhibit 1A to the Agency Agreement, (b) disposing of the Debtors' furniture, fixtures and equipment located at (i) the Stores; and (ii) their corporate offices and other facilities identified on Exhibit 1C; (c) disposing of the Debtors' leasehold interests in non-residential real property for the Closing Locations and the Corporate Offices; and (d) disposing of the Debtors' fee owned properties identified in Exhibit 17(a) to the Agency Agreement. Businessweek.com said Great American raised the highest bid at $74.2 million during the auction. Other bidders that participated in the auction include the joint enterprise of Gordon Brothers Retail Partners and Hilco Merchant Resources, Hudson Capital Group LLC and Tiger Capital Group LLC, but all of them dropped out as they could not contain the bid topped by Great America, Businessweek related. In an official statement dated May 20, 2010, Great American confirmed that it was indeed the successful bidder on the Movie Gallery Inc. deal for $74.2 million for all of the store inventory, fixtures, lease designation rights and 53 owned properties. "Movie Gallery is one of the largest transactions we have seen in the retail disposition space during the past six months. This assignment is a demonstration of Great American Group's strong market position and represents a significant accomplishment for our team," said Andrew Gumaer, chief executive officer of Great American. Great American disclosed that it had worked together with Movie Gallery in prior years strategically closing stores in an effort to revive the business, but lack of time and finances have brought on the shuttering of the remaining stores. The going-out-of-business-sale does not include Movie Gallery Canadian operations. Scott Carpenter, executive vice president of Great American said, "We are very excited about being selected to handle this project for the Movie Gallery estate. It is always difficult when a chain of over 1,000 stores comes to an end. In the next 8-10 weeks we will wind down these stores while selling millions of games and DVD's that the chain rented or stocked for sale. While this is a difficult time for the employees of Movie Gallery, this event will provide incredible buying opportunities for the consumer, as well as operators looking to purchase these locations." The going-out-of-business started on May 21, and is expected to last eight to 10 weeks. Objections are Overruled Prior to the Court's entry of its order, 10 parties objected to the Debtors' Asset Sale Motion and their intent to employ Great American as their exclusive Sales Agent: -- Centro Properties Group, GGP Limited Partnership, Aronov Realty Management and The Morris Companies -- Developers Diversified Realty Corporation, Weingarten Realty Investors, Hawkins Companies, LLC and Regency Centers, LP -- Glimcher Properties Limited Partnership -- Gordon Brothers Retail Partners and Hilco Merchant Resources, LLC -- Inland US Management LLC and Inland American Retail Management, LLC -- South Moorhead Associates, L.L.P. -- The Official Committee of Unsecured Creditors -- Tri-County Associates LLC and Buefield(Ridgeview)WMS LLC -- Walker Kennedy LLC -- Tuscaloosa County, Alabama Centro Properties Group, GGP Limited Partnership, Aronov Realty Management, The Morris Companies, Developers Diversified Realty Corporation, Weingarten Realty Investors, Hawkins Companies, LLC, Regency Centers, LP, and Inland US Management LLC, Inland American Retail Management, LLC, are landlords and parties with the Debtors to certain unexpired leases of premises in which the Debtors operate their business pursuant to written leases. The Landlords object to the motion to the extent the Store Closing Guidelines breach the provision of their Leases. Glimcher Properties Limited Partnership -- which owns New Towne Mall, New Philadelphia, Ohio in which the Debtors lease retail space pursuant to a written lease -- objected to the motion to the extent that the Debtors seek to nullify the modifications to the Store Closing Procedures Order, as set forth in Side Letter Agreements, with respect to the conduct of any Store Closing Sale at the Leased Premises. The Side Letter Agreements were the result of extensive negotiations between GPLP, the Debtors and Gordon Brothers to resolve GPLP's Store Closing Sales Objection and specifically, GPLP's objections to the Store Closing Procedures. South Moorhead Associates, L.L.P., and Centro Properties Group joined in Glimcher's objection. Gordon Brothers Retail Partners and Hilco Merchant Resources, LLC, asked the Court to deny the portion of the motion which sought to grant a substantial Break-Up Fee and Expense Reimbursement to Great American, contending among others, that, the allowability of break-up fees under Section 503(b) of the Bankruptcy Code depends upon the requesting party's ability to show that the fees were actually necessary to preserve the value of the estate. Gordon Brothers and Hilco also disclosed their intent to bid as the Debtors' asset sales agent. With its objection, Gordon Brothers and Hilco asked the Court to place their bid as the stalking-horse bid when the Auction commences. A full-text copy of their proposed Agency Agreement is available for free at http://bankrupt.com/misc/MG_Hilco_prop_agencypact.pdf The Official Committee of Unsecured Creditors asked the Court to deny the Asset Sale Motion or adjourn its hearing until a time an order is entered approving the Amended Final Cash Collateral Order, which is one of the conditions sought for in the Plan Term Sheet. Furthermore, the parties have not reached an agreement on the terms of the Liquidation Budget, the Committee says. Tri-County Associates LLC and Bluefield (Ridgeview) WMS, LLC asked the Court to deny the Asset Sale Motion, contending that if there is a successful bidder other than Great American at the Sale Hearing, the Tri-County and Bluefield will not receive any notice of any revised terms of the proposed GOB Sales or purchase of lease designation rights until the Sale Hearing. Walker Kennedy LLC wanted the GA Agreement modified to protect its rights to file a motion and obtain an order compelling the Debtors to assume or reject its Lease within a specified period of time. According to Walker Kennedy, it seeks to amend the GA Agreement because it wants to recover value from its Property before the value of the Property declines. The Tuscaloosa County Tax Collector objected to the Asset Sale Motion and on grounds that its 2010 lien for unpaid advalorem taxes is secured in the assets of the sale. Tuscaloosa County also asks the Court that the validity of its claim be recognized. However, Judge Douglas O. Tice overruled in all respects all objections to the Motion that have not been withdrawn, waived, settled, or specifically addressed, and all reservations of rights included in the objections were denied. Judge Tice approved in its entirety the Debtors' Agency Agreement with Great American. He ruled that all amounts payable to the Successful Bidder be paid to it without the need for any application or further court order. Judge Tice further ruled that: * All assets sold pursuant to the Agency Agreement will be sold free and clear of liens, security interest or claims of any kind or nature. * Titles to each Subject Asset will remain with the applicable Debtor's estate and each Subject Asset will remain property of the applicable Debtor's estate until the earlier of (i) the sale of the Subject Asset by the Successful Bidder to a third party and (ii) the occurrence of the Sale Termination Date. * Throughout the applicable Sale Term, the Successful Bidder will have the right to use the Stores and all related services, furniture, fixtures, equipment and other assets of the Debtors for the purpose of conducting the GOB Sales, in each case solely in accordance with the applicable provisions of the Agency Agreement. * Until the applicable Sale Termination Date, the Successful Bidder will be granted a limited license and right to use the Debtors' trade names, logos and customer lists relating to and used in connection with the operation of the Stores, solely for the purpose of advertising the GOB Sales in accordance with the applicable terms of the Agency Agreement. * The Successful Bidder will be permitted to include in the GOB Sales as consigned goods the Additional Agent Merchandise in accordance with the terms and provisions of the Agency Agreement. At all times, title to the Additional Agent Merchandise will remain with the Successful Bidder and the Additional Agent Merchandise and the proceeds thereof, will not constitute property of the estate of any one or more of the Debtors. * The Leasehold Disposition Rights are approved, subject to the affected landlords' right under Section 365 of the Bankruptcy Code, provided that the affected landlord receives notice of the proposed assignment of the lease. The Fee Owned Property Disposition Rights are also approved. * Upon the issuance of the Letter of Credit provided for in the Agency Agreement, the Debtors will grant to the Successful Bidder, a valid and perfected first priority security interest and superpriority administrative claim in and lien upon the Subject Assets and the Comprehensive Sale Proceeds to secure all obligations of Debtors under the Agency Agreement; provided, however, that until the payment of: (i) the Transaction Consideration; (ii) the Merchant's First Tranche Recovery Amount, if any; (iii) the Merchant's Second Tranche Recovery Amount, if any; (iv) any amounts necessary to reimburse Merchant for Comprehensive Sale Expenses; and * Upon entry of the Order and payment of the Initial Transaction Payment and the issuance of the Letter of Credit, the security interest granted to the Successful Bidder will be deemed properly perfected without the need for further filings or documentation. In connection with the liquidation of the assets, Great American will also have the right to direct the Debtors to request Court approval of the assumption and assignment of leases of non- residential real property in accordance with Section 365 of the Bankruptcy Code. The assumption and assignment will be at Great American's sole cost and expense and all of the non-debtor counter-parties to the leases will be provided with notice and an opportunity to object to any requested assumption and assignment. A full-text copy of the Asset Sales Order is available for free at http://bankrupt.com/misc/MG_AssetSalesOrder.pdf A full-text copy of the approved Agency Agreement is available for free at http://bankrupt.com/misc/MG_GAAgreement_execver.pdf About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Seeks July 31 Extension for Plan Exclusivity ----------------------------------------------------------- Movie Gallery, Inc. and its debtor affiliates ask Judge Douglas O. Tice Jr. of the U.S. Bankruptcy Court for the Eastern District of Virginia to extend their exclusive periods to file a Chapter 11 plan through July 31, 2010, and to solicit acceptances of that Plan through September 30, 2010. The Debtors' time to file a Chapter 11 Plan expires on June 2 and their deadline to solicit acceptances falls on August 1. Pursuant to Section 1121(b) of the Bankruptcy Code an initial period of 120 days is given after the Petition Date of a Chapter 11 case during which a debtor has the exclusive right to file a Chapter 11 plan. Section 1121(c) of the Bankruptcy Code provides that, if a debtor files a plan within the 120-day exclusive period, a debtor has an initial period of 180 days after the Petition Date to solicit acceptances of that Plan, during which time competing plans may not be filed. In support of the Debtors' motion, Jeremy S. Williams, Esq. at Kutak Rock LLP in Richmond, Virginia tells the Court that pursuant to Section 1121(d) of the Bankruptcy Code, courts are permitted to extend "for cause," based upon relevant facts and circumstances, a debtors' exclusive right to file and solicit votes for a chapter 11 plan. According to Mr. Williams, the sheer size and complexity of the Debtors' Chapter 11 cases alone provides sufficient cause to extend the Exclusive Periods. As of the Petition Date, the Debtors' Chapter 11 cases encompassed almost 2,500 retail locations throughout the United States, more than 19,000 employees and approximately $750,000,000 in prepetition liabilities -- the combination of which has given rise to a number of complex legal issues, says Mr. Williams. The recent decision of the Debtors to proceed with a liquidation has resulted in the need to shift their focus to the development of an orderly and efficient liquidation process and corresponding Plan of Liquidation, Mr. Williams explains. The Debtors anticipate filing their Plan of Liquidation within the time agreed to in the Term Sheet for the Joint Plan of Liquidation of Movie Gallery Inc. and its affiliated Debtors. An extension of the Exclusive Filing Period beyond the time set forth in the Term Sheet is intended only to allow for any extension that may be agreed to by the applicable constituencies in the event additional time is necessary to complete the negotiation of a consensual Plan of Liquidation, Mr. Williams tells the Court. If the Exclusive Periods are allowed to expire in the midst of the Debtors' formulation of a consensual plan and the subsequent confirmation process, there is a risk that what has been a consensual and swiftly moving-process could be derailed, to the detriment of the Debtors' estates, Mr. Williams contends. Accordingly, the Debtors believe that ample cause exists to extend the Exclusive Periods at this stage of the Proceedings. The Court will convene a hearing to consider the request on May 27, 2010, at 2:00 p.m. Prevailing Eastern Time. Objections are due May 24. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). MOVIE GALLERY: Wants Until Aug. 31 to Decide on Leases ------------------------------------------------------ Movie Gallery Inc. and its units ask the Court to extend to August 31, 2010 the time within which they must assume or reject unexpired leases of non-residential property pursuant to Section 365(B) of the Bankruptcy Code. The deadline for the Debtors to make decisions regarding lease decisions expires on June 2. Under Section 365 of the Bankruptcy Code, bankruptcy courts may grant an additional 90-day extension of the initial 120-day period given to a debtor to assume or reject their leases for cause shown. The Debtors seek the extension in order to complete the liquidation of its assets. It is essential that the sales be conducted at existing store locations to maximize the value of those assets. To accomplish this, it is necessary that the Leases remain in effect during this time, Jeremy S. Williams, Esq., at Kutak Rock LLP, in Richmond, Virginia, tells the Court. Mr. Williams relates that the extension the Debtors seek will permit the Debtors to both conduct the Going out of Business Sales in an orderly fashion and to more accurately consider the marketability of the Leases for purposes of considering whether an assumption and assignment is warranted. Furthermore, these procedures are a requirement of the Agency Agreement between the Debtors and Great American WF, LLC, and part of the consideration being requested by Great American, he contends. The Court will convene a hearing to consider the request on May 27, 2010, at 2:00 p.m. Prevailing Eastern Time. Objections are due May 24. Parties Object Inland Commercial Management, Inc. asks the Court to deny the motion, contending that cause does not exist to extend the Assumption/Rejection Deadline with respect to an unexpired lease of a non-residential real property with the Debtors for the premises located in Oak Lawn town Center in Oak Lawn, Illinois. According to Inland, the Debtors have recently decided to terminate their remaining business operations and liquidate their remaining assets. Thus, they will no longer have any continuing business operations. In this regard, the case does not present any of the circumstances typically seen in other cases where debtors are afforded additional time so that they can more fully evaluate the impact of their leasehold interests on their reorganization. Similarly, Walker Kennedy LLC tells the Court that the Debtors should not be permitted to extend their lease disposition period for another 90 days because they are not timely performing their obligations under the lease with respect to Walker's property in 7418 Admiral Place, Tulsa Oklahoma. Walker points out that it will be severely prejudiced by the extension of the Debtors' deadline to assume or reject the lease until August 31, 2010. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc., is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Movie Gallery Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). NEFF CORP: Seeks Approval for Key Employee Incentive Plan --------------------------------------------------------- BankruptcyData.com reports that Neff filed with the U.S. Bankruptcy Court a motion for an order approving the implementation of the Debtors' key employee incentive plan. Financial performance awards under the plan are payable in three installments: (a) 25 percent upon satisfying quarterly EBITDA goals for the June 1, 2010 through August 31, 2010 performance period; (b) 25 percent upon satisfying quarterly EBITDA goals for the September 1, 2010 through November 30, 2010 performance period; and (c) 50 percent upon the effective date of the Debtors' chapter 11 plan, based on satisfaction of cumulative EBITDA goals in the June 1, 2010 through August 31, 2010 and September 1, 2010 through November 30, 2010 performance periods, in the aggregate. The Debtors believe that the payout timing of the Financial Performance Award is appropriate to correctly incentivize the Key Employees to drive the Debtors' successful restructuring and to ensure the ongoing viability of the Debtors' businesses. The maximum award to be honored for the ten key employees covered under the plan is $1,268,000. The Company also filed a separate motion to implement a valued employee program for certain non-insider employees. Pursuant to the valued employee program, 93 critical employees will be entitled to receive additional compensation in an aggregate amount up to $750,000. The Debtors' chief executive officer and the chief financial officer will allocate these payments to the critical employees in their business judgment. No individual critical employee will receive a payment totaling more than $25,000 in the aggregate under the valued employee program. The Court scheduled a June 8, 2010 hearing to consider the motions. About Neff Corp. Privately held Neff Corp., doing business as Neff Rental, provides construction companies, golf course developers, industrial plants, the oil industry, and governments with reliable and quality equipment that is delivered on time where it is needed. With more than 1,000 employees operating from branches coast to coast, Neff Rental is ranked by Rental Equipment Register (RER) magazine as one of the nation's 10 largest equipment rental companies. Neff Corp. and its units, including Neff Rental Inc. filed for Chapter 11 on May 17, 2010 (Bankr. S.D.N.Y. Case No. 10-12610). Based in Miami, Neff has assets of $299 million and debt of $609 million, according to the disclosure statement explaining the plan. Funded debt totals $580 million. Revenue in 2009 was $192 million. NORTH POINTE: Files Schedules of Assets & Liabilities ----------------------------------------------------- North Pointe Partners One, LLC, has filed with the U.S. Bankruptcy Court for the Southern District of Indiana its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $14,979,903 B. Personal Property $367,866 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,661,236 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $66,908 ----------- ----------- TOTAL $15,347,769 $11,728,144 Indianapolis, Indiana-based North Pointe Partners One, LLC, filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D. Ind. Case No. 10-06921). Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. Various affiliates, including Lauth Investment Properties, LLC, and Brier Creek Medical Associates, LLC, filed for Chapter 11 in 2009. NORTH POINTE: Section 341(a) Meeting Scheduled for June 29 ---------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of North Pointe Partners One, LLC's creditors on June 29, 2010, at 10:00 a.m. The meeting will be held at Room 416B U.S. Courthouse, 46 E. Ohio Street, Indianapolis, IN 46204. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Indianapolis, Indiana-based North Pointe Partners One, LLC, filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D. Ind. Case No. 10-06921). Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. Various affiliates, including Lauth Investment Properties, LLC, and Brier Creek Medical Associates, LLC, filed for Chapter 11 in 2009. NORTH AMERICAN PETROLEUM: Drilling Dispute Prompted Filing ---------------------------------------------------------- North American Petroleum Corp. USA filed for Chapter 11 on May 25 (Bankr. D. Del. Case No. 10-11707), listing assets and debts of between $100 million and $500 million. According to Reuters, the Company said a drilling dispute with its major client Enterra Energy Corp. choked its liquidity and its ability to service its debt. Enterra Energy, with which North American Petroleum entered into a drilling agreement in 2006, scrapped the company's drilling contract in December 2009, citing certain project delays. Eneterra's claim was disputed by the Debtor, according to the filings. Affiliate Prize Petroleum, LLC, also filed for Chapter 11. About North American North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Corporation. 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. NORTH AMERICAN PETROLEUM: Enterra Energy Has $18.4MM Claim ---------------------------------------------------------- Enterra Energy Trust has received notification that North American Petroleum USA and Prize Petroleum LLC, (collectively "NAPCUS") both of which are wholly owned by Petroflow Energy Ltd., have filed voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. NAPCUS had been participating with Enterra through a Farmout Agreement in the Hunton liquids-rich gas play in Oklahoma. As previously announced Enterra delivered notice of termination of the Farmout Agreement, for non-performance on the part of NAPCUS, on December 15, 2009. Enterra currently operates 62 wells in which NAPCUS has a working interest. NAPCUS had not made timely payments for their share of operating costs and capital recovery fees for salt water disposal, and as a consequence Enterra has asserted its liens on these producing wells to protect its rights to recover amounts owing. Presently, excluding operating costs relating to the production month of May, Enterra estimates that NAPCUS owes the Trust approximately US$8.2 million for its share of operating costs and capital recovery fees for salt water disposal. Enterra has filed statutory liens under Oklahoma law based upon this amount and as a result of the liens, the purchasers of NAPCUS' share of production from these wells are holding its revenues in trust until the liens and related claims can be settled. These amounts held in trust represent a significant portion of the amount owing to Enterra. Consistent with the contractual rights, Enterra has also filed a lien of approximately US$10.2 million representing the additional amounts owing on NAPCUS' share of salt water disposal facility capital recovery fees pursuant to the subject agreements. At this point it is too early to predict the outcome of Enterra's claims and related matters against NAPCUS. However, Enterra's management believe that they have taken the appropriate actions to protect Enterra's interests and recover the amounts owing to Enterra. Based on management's current assessment of the situation, no provision for uncollectible amounts has been taken. About Enterra Energy Trust Enterra is an exploration and production oil and gas trust based in Calgary, Alberta, Canada with its United States operations office located in Oklahoma City, Oklahoma. Enterra's trust units and debentures are listed on the Toronto Stock Exchange under the symbols (ENT.UN, ENT.DB, ENT.DB.A) and Enterra's trust units are listed on the New York Stock Exchange under the symbol (ENT). The Trust's portfolio of oil and gas properties is geographically diversified with producing properties located in Alberta, British Columbia, Saskatchewan and Oklahoma. Production is comprised of approximately 52 percent crude oil and natural gas liquids and 48 percent natural gas. Enterra has compiled a multi-year drilling inventory for its properties including its new oil play opportunities in the Cardium in west central Alberta and the Circus prospect in southern Oklahoma. About North American North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Corporation. 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. NORTH AMERICAN PETROLEUM: Case Summary & Creditors List ------------------------------------------------------- Debtor: North American Petroleum Corporation USA 1401 17th Street Suite 310 Denver, CO 80202 Bankruptcy Case No.: 10-11707 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Delaware Counsel: Domenic E. Pacitti, Esq. Klehr Harrison Harvey Branzburg LLP 919 Market Street Suite 1000 Wilmington, DE 19801 Tel: (302) 552-5511 Fax: (302) 426-9193 E-mail: dpacitti@klehr.com Debtor's Bankruptcy Counsel: Kirkland & Ellis LLP Debtor's Restructuring Advisor: Kinetic Advisors LLC Debtor's Claims & Notice Agent: Epiq Systems Inc. Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Prize Petroleum LLC 10-11708 5/25/10 Assets: $0 to $50,000 Debts: $100,000,001 to $500,000,000 The petitions were signed by Richard Menchaca, chief executive officer. Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DBS, Ltd., Donnie B. Trade Debt $194,133 & Nancy C. Seay Executive Center LLC Trade Debt $187,146 Altex Energy Corporation Trade Debt $167,661 Edward K. Kopplow, Jr. Trade Debt $164,057 Milbrae Energy LLC Trade Debt $163,170 Bridwell Oil Company Trade Debt $150,000 Walter M. Embrey, Jr. Trade Debt $115,271 Richard Menchaca Trade Debt $76,559 Blue Stone Oil Corp. Trade Debt $76,109 Sundown Energy LP Trade Debt $58,822 Alamo Plaza Trade Debt $44,216 Chesapeake Operating Trade Debt $36,763 Welch Family Trade Debt $30,049 Investors, LP Global Crossings Trade Debt $29,000 Claremont Corporation Trade Debt $26,042 Maquire Oil Trade Debt $24,743 Robert H. Yoe, Jr. Trade Debt $22,462 Yoe Enterprises Trade Debt $20,482 Oklahoma Tax Comission Trade Debt $20,100 Stirling Place Trade Debt $16,916 Robert L. Crook, Jr. Trade Debt $13,849 Hass Petroleum Trade Debt $13,239 Alvin Thaggard III Trade Debt $11,128 Blue Cross and Blue Trade Debt $10,500 Shield Association ESS Inc. (Electric Trade Debt $9,518 Submersible Service) Trilogy Oil & Gas Trade Debt $4,483 East Central Electric Trade Debt $4,210 CMIT Solutions Trade Debt $3,285 Geiger, Laborde & Trade Debt $2,783 Laperouse, LLC Pure Compliance Trade Debt $2,335 NORTHEAST MAINE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Northeast Maine, Inc. 2254 Atlantic Highway, Route 1 Lincolnville, ME 04849 Bankruptcy Case No.: 10-10841 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court District of Maine (Bangor) Debtor's Counsel: D. Sam Anderson, Esq. Bernstein Shur Sawyer & Nelson 100 Middle Street, West Tower Portland, ME 04101 Tel: (207) 774-1200 Fax: (207) 774-1127 E-mail: sanderson@bernsteinshur.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Richard Baltou, president. ODYSSEY EMPLOYEE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Odyssey Employee Business Services, Inc. aka Odyssey Business Services, Inc. P.O. Box 2058 Dayton, NV 89403 Tel: (775) 246-3062 Bankruptcy Case No.: 10-52039 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Nevada (Reno) Debtor's Counsel: Kaaran E. Thomas, Esq. Mcdonald Carano Wilson LLP 100 W Liberty Street, 10th Floor Reno, NV 89505 Tel: (775) 788-2000 E-mail: kthomas@mcdonaldcarano.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Sandra L. Harrall, president and director. OMNICARE INC: S&P Assigns 'BB' Preliminary Subordinated Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB' preliminary subordinated rating and 'B' preliminary preferred stock rating to Omnicare Inc.'s well-known seasoned issuer (WKSI) shelf registration. Omnicare used this shelf in May 2010 to issue $400 million of 7.75% senior subordinated notes due 2020. S&P believes the shelf will remain outstanding; however, S&P is not aware of any intention by the company to issue additional securities off of the shelf at this time. S&P's ratings on Covington, Ky.-based Omnicare Inc. continue to reflect its narrow business focus, exposing it to industry- specific risks, such as the potential for future reimbursement pressure. In addition, Omnicare has experienced a number of operating shortfalls over the past few years. These risks partly are offset by the company's opportunity to capitalize on its leading position as a provider of pharmacy services to nursing homes and other long-term care providers, its strong liquidity, and its ability to generate free cash flow despite numerous operating hurdles over the past few years. Ratings List Omnicare Inc. Corporate credit rating BB/Stable/-- Ratings Assigned Subordinated debt Prelim. BB Preferred stock Prelim. B PATRICIA SESSOMS: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Patricia T. Sessoms 114 Riverside Drive Suffolk, VA 23435 Bankruptcy Case No.: 10-72486 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Frank J. Santoro Debtor's Counsel: John D. McIntyre, Esq. Wilson & McIntyre, PLLC 500 East Main Street, Suite 920 Norfolk, VA 23510 Tel: (757) 961-3900 E-mail: jmcintyre@wmlawgroup.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 According to the schedules, the Debtor says that assets total $1,695,060 while debts total $712,423. A copy of the Debtor's list of 3 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-72486.pdf The petition was signed by the Debtor. PHILADELPHIA NEWSPAPERS: Allows Union Funds Voting Claims --------------------------------------------------------- Philadelphia Newspapers LLC has reached agreements temporarily allowing claims of more than $65 million held by two unions representing its warehouse, newspaper, and magazine employees and their related pension funds, giving the funds a right to vote on the debtor's plan, Bankruptcy Law360 reports. According to Law360, Judge Stephen Raslavich signed off on the pair of stipulations in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania on Tuesday. Philadelphia Newspapers -- http://www.philly.com/-- owns and operates numerous print and online publications in the Philadelphia market, including the Philadelphia Inquirer, the Philadelphia Daily News, several community newspapers, the region's number one local Web site, philly.com, and a number of related online products. The Company's flagship publications are the Inquirer, the third oldest newspaper in the country and the winner of numerous Pulitzer Prizes and other journalistic recognitions, and the Daily News. Philadelphia Newspapers and its debtor-affiliates filed for Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa. Case No. 09-11204). Mark K. Thomas, Esq., and Paul V. Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq., and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in Philadelphia, Pennsylvania, serve as bankruptcy counsel. The Debtors' financial advisor is Jefferies & Company Inc. The Garden City Group, Inc., serves as claims and notice agent. Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles, California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin & Mellott, LLC in Philadelphia, represent the Official Committee of Unsecured Creditors. Fred S. Hodara, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York, represent the Steering Group of Prepetition Secured Lenders. Philadelphia Newspapers listed assets and debts of $100 million to $500 million in its bankruptcy petition. PTM TECHNOLOGIES: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: PTM Technologies, Inc. 321 Farmington Road Mocksville, NC 27028 Bankruptcy Case No.: 10-50980 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: William L. Stocks Debtor's Counsel: Charles M. Ivey III, Esq. Ivey, McClellan, Gatton, & Talcott, LLP 100 S. Elm Street, Suite 500 Greensboro, NC 27401 Tel: (336) 274-4658 Fax: (336) 274-4540 E-mail: jlh@imgt-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $3,953,216 while debts total $7,199,424. A copy of the Company's list of 2 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncmb10-50980.pdf The petition was signed by W. Michael Mebane, vice president and chief operating officer. Entity Case No. Petition Date ------ -------- ------------- Renegade Holdings, Inc. 09-50140 01/28/09 Alternative Brands, Inc. 09-50140 01/28/09 Renegade Tobacco Co 09-50140 01/28/09 PURADYN FILTER: Posts $269,067 Net Loss in Q1 Ended March 31 ------------------------------------------------------------ Puradyn Filter Technologies Incorporated filed its quarterly report on Form 10-Q, reporting a net loss of $269,067 on $674,261 of revenue for the three months ended March 31, 2010, compared with a net loss of $682,420 on $298,781 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $1,681,681 in assets and $7,514,535 of liabilities, for a stockholders' deficit of $5,832,854. As reported in the Troubled Company Reporter on April 24, 2010, Webb and Company, P.A., in Boynton Beach, Fla., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets, and it has relied on cash inflows from an institutional investor and current stockholder. The Company used net cash in operations of approximately $352,000 and $567,000 during the three-months ended March 31, 2010, and 2009, respectively. As a result, the Company has had to rely principally on private equity funding, including the conversion of debt into stock, as well as stockholder loans to fund its activities to date. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?635b Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com.-- designs, manufactures, markets and distributes worldwide the puraDYN(R) bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. RAPHAEL VINCENTE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Joint Debtors: Raphael A. Vincente June Black-Vincente 10312 Crosby Place Pt St Lucie, FL 34986 Bankruptcy Case No.: 10-24463 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: David Marshall Brown, Esq. 330 N Andrews Avenue # 450 Ft Lauderdale, FL 33301 Tel: (954) 765-3166 Fax: (954) 765-3382 E-mail: david@brownvanhorn.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. The petition was signed by the Joint Debtors. REMEDIAL (CYPRUS): Wins OK to Sell Assets to Creditors for $120M ---------------------------------------------------------------- Bankruptcy Law360 reports that Remedial (Cyprus) Public Co. Ltd. has won a judge's approval to sell virtually all its assets to current bondholders for $120 million following the company's failed attempt to solicit other competing bids. Judge Robert E. Gerber signed off on the deal after a relatively swift hearing Wednesday in the U.S. Bankruptcy Court for the Southern District of New York, according to Law360. About Remedial (Cyprus) Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns and operates self-propelled jack up rigs called Elevating Support Vessels. The vessels facilitate offshore well intervention activities and work-over services. Remedial (Cyprus) Public Company Ltd. -- dba Brufani Shipmanagement Limited and Remedial Cyprus Limited -- filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. S.D.N.Y. Case No. 10-10782). Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at US$100,000,001 to US$500,000,000. RICHARD FUSCONE: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Richard Fuscone filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $14,995,000 B. Personal Property $80,500 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,832,979 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $706,642 ----------- ----------- TOTAL $15,075,500 $14,539,621 Armonk, New York-based Richard Fuscone filed for Chapter 11 bankruptcy protection on April 6, 2010 (Bankr. S.D.N.Y. Case No. 10-22675). Lawrence F. Morrison, Esq., at Meister Seelig & Fein, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. ROYAL SCYTHIAN: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Royal Scythian, LLC P.O. Box 1107 Wellington, CO 80549-1107 Bankruptcy Case No.: 10-22886 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Michael E. Romero Debtor's Counsel: David Wadsworth, Esq. 1660 Lincoln St. Ste. 2200 Denver, CO 80264 Tel: (303) 296-1999 Fax: (303) 296-7600 E-mail: dvw@sendwass.com Scheduled Assets: $1,843,420 Scheduled Debts: $2,823,645 A list of the Company's 5 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-22886.pdf The petition was signed by Doug Andersen, member/manager. SAINT VINCENTS: Has Interim OK for Grant as Crisis Managers ----------------------------------------------------------- St. Vincents Catholic Medical Centers and its units received interim approval to employ Grant Thornton LLP to provide crisis management services and employ Mark E. Toney as chief restructuring officer and Steven R. Korf as chief financial officer, nunc pro tunc to the Petition Date. A hearing to consider final approval of the Application will be held on May 27, 2010. The Debtors relate that they need specialized advice from professionals with experience in dealing with distressed healthcare facilities to assist their wind down efforts. The Debtors have selected Grant Thornton because of its wealth of experience in providing advisory services to healthcare organizations. Retention of Mr. Toney as CRO Mr. Toney, National Managing Principal of Grant Thornton's Corporate Advisory and Restructuring Services Practice, is well suited to serve as CRO for the Debtors, says Alfred E. Smith, IV, chairman of Saint Vincents Catholic Medical Centers of New York. Mr. Toney specializes in providing operations, corporate planning, and restructuring services to clients in a number of different industries, with particular expertise in the healthcare industry. Prior to joining Grant Thornton, Mr. Toney was a Managing Director at AlixPartners, LLC, as well as a partner at PricewaterhouseCoopers LLP, serving as National Healthcare Practice Leader for its Business Recovery Services group. He was also a principal in a consulting firm and vice president in a boutique investment banking firm. He has served as Plan Manager and Crisis Manager for hospitals, PPM's, HMO's, PPO's, as well as other healthcare-related entities. His responsibilities have included operational reorganizations, financial restructuring, transaction management for mergers, acquisitions and divestitures, turnarounds, loan workouts, and Chapter 11 bankruptcy proceedings. Most of Mr. Toney's engagements have involved large and middle market companies in healthcare, retail, food processing, and manufacturing, Mr. Smith says. Retention of Mr. Korf as CFO Mr. Korf, a Partner of Grant Thornton's Corporate Advisory and Restructuring Services Practice, is well suited to serve as CFO for the Debtors, Mr. Smith asserts. Prior to joining Grant Thornton, Mr. Korf was a Managing Director at a national consulting firm and spent 20 years in private industry in various senior management positions. He has represented debtors and creditors of both public and private companies in identifying solutions to various complex operational and financial issues, frequently in crisis situations. Services provided by Mr. Korf have included evaluating business plans, negotiating capital structures, developing reorganization plans and valuing business enterprises. He has also negotiated numerous acquisitions and divestitures and has consistently proven his ability to enhance profitability in both growth and restructuring environments. Mr. Korf has also advised public and private companies in identifying solutions to various complex operational and financial issues, frequently in crisis situations. Prepetition Services Since late January 2010, Mr. Toney, Mr. Korf, and the other Grant Thornton professionals have been providing the Debtors with crisis management services. In his capacity as CRO, Mr. Toney has supervised a team of professionals who have been critical in the Debtors efforts to address their deteriorating financial condition and to assess all potential options in connection with the Hospital's long-term viability including identifying a new sponsor to keep the Hospital open and marketing the Debtors' non-Hospital businesses for sale as going concerns. The Debtors relate that during the months prior to the Petition Date, Grant Thornton assisted them in securing additional financing from New York State and the Medical Centers' secured lenders, implementing certain cost reductions, and assisting them in marketing their on-going non-Hospital businesses for sale as going concerns. Services to be Provided As CRO, Mr. Toney will hold overall responsibility for the operation and eventual sale or wind-down of the Debtors. He will also be responsible for leading the Debtors in their evaluation and implementation of strategic and tactical options throughout the wind-down process. As CFO, Mr. Korf will manage the Debtors' overall financial, reporting and treasury functions. In addition, Messrs. Toney and Korf, along with Grant Thornton crisis management services professionals will: (a) coordinate and provide administrative support for the Debtors' Chapter 11 cases and develop the Debtors' plan of reorganization or liquidation or other appropriate case resolution, if necessary; (b) lead negotiations with the Debtors' stakeholders and their representatives; (c) negotiate and regularly communicate with the Debtors' lenders; (d) manage the Debtors' financial and treasury functions; (e) provide leadership to the financial function including, without limitation, assist the Debtors in (i) strengthening the core competencies in the finance organization, particularly cash management, planning, general accounting, financial reporting, and information management, and (ii) formulation and negotiation with respect to the Chapter 11 cases; (f) assist with the preparation of the Schedules of Assets and Liabilities, the Statements of Financial Affairs, and other regular reports required by the Court or which are customarily issued by the Debtors' Chief Financial Officer; (g) lead negotiations with potential acquirers of the Debtors' assets; (h) manage the "working group" professionals who are assisting the Debtors in the Chapter 11 process or who are working for the Debtors' various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtors' overall goals; (i) identify and implement both short-term and long-term liquidity-generating initiatives and wind-down plans; (j) develop and implement cash management strategies, tactics and processes; work with the Debtors' treasury department and other professionals and coordinating the activities of the representatives of other constituencies in the cash management process; (k) leading the Debtors' management in implementing the Debtors' revised business and wind-down plan and other related forecasts as may be required by bank lenders in connection with ongoing negotiations or as may be required by the Debtors for other business or corporate purposes; (l) manage the claims and claims reconciliation processes as well as provide assistance in those areas as testimony before the Bankruptcy Court on matters that are within Grant Thornton's areas of expertise; (m) assist the Debtors with electronic data collection; and (n) assist with other related matters as may be requested by the Board or the Restructuring Committee, which fall within Grant Thornton's experience. Compensation (a) Retainer. A retainer of $750,000 to be applied against future monthly and hourly fees and expenses. The Retainer will be applied to any remaining prepetition fees and expenses. (b) Monthly and Hourly Fees. Grant Thornton charges a monthly fixed fee of $125,000 for the services of Mr. Toney as CRO and a monthly fixed fee of $125,000 for the services of Mr. Korf as CFO. Grant Thornton charges these hourly rates for the hours worked for the services of its other Temporary Staff. These hourly rates will be billed in increments of half hours and Grant Thornton will agree to file a supplemental affidavit disclosing any increase in rate with the Court and will serve the same upon the Committee and the U.S. Trustee's Office. Professional Hourly Rate ------------ ----------- Partners/Principals $635 - $695 Directors $525 - $610 Managers $410 - $465 Associates/Senior Associates $250 - $360 Paraprofessionals $175 Administrative Assistants $50 A list of the Temporary Staff Grant Thornton intends to use in connection with the services being provided to the Debtors is available for free at: http://bankrupt.com/misc/Vincents_GrantTemporary.pdf (c) Expenses. The Debtors will pay directly, or reimburse Grant Thornton upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this assignment, like travel, meals and lodging. Grant Thornton will be entitled to reimbursement of expenses incurred in connection with the purchase of insurance to cover the Temporary Staff to the extent permitted by the Retention Agreement. Notwithstanding the appointment of a CRO, the Board will retain ultimate authority and responsibility regarding the powers, duties, and responsibilities vested in the Debtors by applicable law and regulations. The Debtors will exculpate Grant Thornton, Mr. Toney, and Mr. Korf for certain losses suffered in connection with performance of services under the Retention Agreement, except for those arising from their breach of fiduciary duty, gross negligence, willful misconduct or fraud. Grant Thornton will provide services to the Debtors as an independent contractor, and does not have any express or implied authority to assume or create any obligation or responsibility on behalf of or in the name of the Debtors. The Debtors relate that prior to the Petition Date, they have paid Grant Thornton $4,472,834 in fees and expenses. Mark E. Toney, national managing principal of the Corporate Advisory and Restructuring Services practice of Grant Thornton LLP, assures the Court that neither he, nor Grant Thornton, nor any of its principals, employees, agents or affiliates, holds nor represents any interest materially adverse to the Debtors or their estates in matters for which it is proposed to be retained. U.S. Trustee Objects Diana G. Adams, U.S. Trustee for Region 2, objects to the payment of the prepetition retainer to Grant Thornton LLP. According to Ms. Adams, Grant Thornton was paid prepetition retainer for $750,000, which it seeks to hold as security for payment of their fees until the conclusion of the case rather than draw down on the retainers upon the first interim fee hearing, which is the customary practice in this District. Ms. Adams relates that all of the other proposed professionals in Debtors' case, including Grant Thornton, will have to share the $3 million professional fee carve out provided by the secured lenders under the DIP Financing Agreement. Grant Thornton seeks to hold its retainer in addition to the fees they would share with the other retained professionals under the DIP Carveout. Ms. Adams notes that Grant Thornton will also receive 80% of its fees on a monthly basis pursuant to the Monthly Compensation Order which was entered by the Court. Ms. Adams asserts that Grant Thornton has demonstrated any basis for being treated differently, and more favorably, than any other retained professionals. 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: Prepetition Fee Disputes Erupt ---------------------------------------------- Bankruptcy Law360 reports that with money tight during the liquidation of Saint Vincent Catholic Medical Centers, the U.S. trustee, various professional firms and a lender are doing battle over prepetition retainers and how much the firms will be paid. 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 Togut as Conflicts Counsel --------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates seek the Court's authority to employ Togut, Segal & Seal LLP as their conflicts counsel. The Debtors believe that the firm is uniquely qualified to represent them having represented as conflicts counsel during their first chapter 11 case filed in July 2005. The Debtors maintain that the employment of Togut Segal under a general retainer is appropriate and necessary to enable them to faithfully execute their duties as debtors and debtors-in- possession. Subject to the Court's approval, Togut Segal will: (a) advise the Debtors, where Kramer Levin Naftalis & Frankel LLP is or may be conflicted, regarding their powers and duties as debtors-in-possession in the continued management of their business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) take necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against and representing the Debtors' interests in negotiations concerning litigation, including, but not limited to, objections to claims filed against the estate; (d) prepare on the Debtors' behalf motions, applications, adversary proceedings, answers, orders, reports and papers necessary to the administration of these estates; (e) appear before the Court and any appellate courts and protect the interests of the Debtors' estates before these Courts; and (f) perform other necessary legal services and provide other necessary legal advice to the Debtors in connection with the Debtors' Chapter 11 cases. The Debtors will pay Togut Segal in accordance with its current and customary hourly rates: Partners $800-$935 Associates and counsel $275-$720 Paralegals and law clerks $155-$285 The Debtors also propose reimburse Togut Segal for its expenses including, among other things, telecopier charges, mail and express mail charges, special or hand delivery charges, document processing, photocopying and travel expenses. Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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 Nod to Honor Medicaid Agreements --------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates sought and obtained final approval to honor and continue to perform under certain settlement agreements with the Office of the Medicaid Inspector General. Representing the Debtors, Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, related that the Medicaid is an important revenue source for the Debtors, particularly given the historic level of care provided to the indigent community of the Lower West Side of Manhattan. According to Mr. Rogoff, failure to perform under the agreements could result in holdbacks in Medicaid payments, which would impact the Debtors' liquidity and ability to facilitate an orderly wind down of their services during their Chapter 11 cases. "By continuing with the installment payments under these settlement agreements, the Debtors seek to ensure that their Medicaid funding will continue without interruption," Mr. Rogoff maintains. Mr. Rogoff says that despite implementing a Plan of Closure for the Debtors' Manhattan acute-care Hospital, the Debtors will still be collecting Medicaid payments for the services they provided, which will assist in the preservation of the Debtors' on-going non-Manhattan Hospital services. Mr. Rogoff tells the Court that the Debtors seek to continue with the modest aggregate monthly payments of approximately $23,000 or an aggregate of $115,000 to the Medicaid program to avoid costly litigation that would result in a depletion of resources for the Debtors. The Debtors assert that the relief requested is necessary to facilitate the orderly wind down of the Manhattan acute care hospital consistent with the Plan of Closure submitted to the New York State Department of Health, while also preserving value for the Debtors' other on-going non-hospital services. 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: Sun Life Objects to Terms of Shattuck Retention --------------------------------------------------------------- Sun Life Assurance Company of Canada objects to the application of Saint Vincents Catholic Medical Centers of New York and its debtor affiliates to employ Shattuck Hammond Parters as brokers. In the Shattuck Application, the Debtors seek to retain Shattuck Hammond Partners to broker the sale of St. Vincents' Westchester and one other property. Shattuck's compensation in connection with the sale of St. Vincents' Westchester includes a 1% transaction fee with a $350,000 minimum. Sun Life asserts that depending on the aggregate sale price, the Shattuck Application alone could result in a commission that exceeds the approximate 4.5% market rate for sales of commercial real estate and is disproportional to the value received by the Debtors' estates. According to Sun Life, the Debtors compound the likelihood of excessive fees through the proposed retention of Cain Brothers & Company, LLC to coordinate the overall marketing of the Debtors' properties -- including St. Vincents' Westchester. The Debtors claim that the duplicative marketing services will not result in excessive billing because Cain will reduce their commissions to account for that "teamwork." Sun Life contends that in true Wall Street fashion, the reality is much different. Sun Like adds that the Cain Application represents that its transaction fee for St. Vincents' Westchester will be reduced from 2% to 1% in the event of an integrated or packaged sale of the Debtors' properties. Sun Life maintains that Shattuck, as part of the integrated sale, will still hit the Debtors for its full 1% transaction fee for the sale of St. Vincents' Westchester. Accordingly, rather than deprive these bankruptcy estates of much- needed sale proceeds, Sun Life asks the Court to either: (a) deny the Application, or (b) modify the compensation structure within the Application so that a Transaction Fee is only paid to the professional responsible for successfully marketing and selling St. Vincents' Westchester, thereby ensuring a reasonable, market- rate commission. 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 Interim Nod for Kramer Levin as Counsel ------------------------------------------------------------ Pursuant to Sections 327(a) and 1107 of the Bankruptcy Code, St. Vincents Catholic Medical Centers and its units received interim approval to employ Kramer Levin Naftalis & Frankel LLP as their counsel nunc pro tunc to April 14, 2010. A hearing to consider final approval of the Application will be held on May 27, 2010. The Debtors relate that they have selected Kramer Levin primarily because of the firm's extensive experience in the fields of bankruptcy and creditors' rights and its past representation of health care institutions and other major constituencies in many of the largest and most complex Chapter 11 reorganization cases of recent years. The Debtors further relate that approximately four months prior to the Petition Date, they engaged Kramer Levin to provide general bankruptcy and restructuring advice, and over the past four months, the firm has been active in analyzing numerous complex issues relevant to their restructuring, financing, and asset sale transactions, including the preparation for the filings for the Chapter 11 Cases. As a consequence, the Debtors point out, Kramer Levin has become familiar with their mission, services, affairs, and capital structure, as well as many of the issues that will pose the most challenging aspects in their Chapter 11 cases. As counsel, Kramer Levin will assist, advice and represent the Debtors with respect to: (a) the administration of their cases and the exercise of oversight with respect to their affairs, including all issues arising from or impacting their Chapter 11 cases; (b) the preparation on behalf of their necessary applications, motions, memoranda, orders, reports and other legal pleadings; (c) appearances in Court and at various meetings to represent the interests of the Debtors; (d) negotiating with their secured lenders, as well as the Official Committee of Unsecured Creditors, other creditors, and third parties, for the benefit of the Debtors' estates; (e) communication with creditors and others as the Debtors may consider desirable or necessary; and (f) the performance of all other legal services for the Debtors in connection with these Chapter 11 cases, as required under the Bankruptcy Code and the Bankruptcy Rules, and the performance of other services as are in the interests of Debtors, including without limitation, any general corporate legal services. The Debtors propose to pay Kramer Levin based on the firm's current hourly rates. At present, the rates of Kramer Levin professionals are: Title Rate/Hour ----- --------- Partners $645-$975 Counsel $685-$1,025 Special counsel $630-$720 Associates $390-$710 Legal Assistants $240-$290 The Debtors will also reimburse Kramer Levin for out-of-pocket expenses. In recognition of the important mission of the Debtors, Kramer Levin has agreed to discount its fees by 10% in connection with its representation of the Debtors. According to the Debtors, Kramer Levin has received $3,545,562 for the period from December 7, 2009 to the Petition Date for all services and expenses. Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, assures the Court that his firm does not hold or represent an interest adverse to the Debtors and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. U.S. Trustee Objects Diana G. Adams, U.S. Trustee for Region 2, objects to the payment of the prepetition retainer to Kramer Levin Naftalis & Frankel LLP. According to Ms. Adams, Kramer Levin was paid prepetition retainer for $750,000, which it seeks to hold as security for payment of its fees until the conclusion of the case rather than draw down on the retainers upon the first interim fee hearing, which is the customary practice in this District. Ms. Adams relates that all of the other proposed professionals in Debtors' case, including Kramer Levin, will have to share the $3 million professional fee carve out provided by the secured lenders under the DIP Financing Agreement. Ms. Adams adds that Kramer Levin will also receive 80% of its fees on a monthly basis pursuant to the Monthly Compensation Order which was entered by the Court. Ms. Adams asserts that Kramer Levin has not demonstrated any basis for being treated differently, and more favorably, than any other retained professionals. 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 Nod to Pay Employee Obligations ---------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates received approval, on a final basis, to pay, in accordance with the Debtor-in-possession financing budget, all unpaid prepetition wages, withholdings, Self-Funded Benefits; and prepetition expenses. In its supplemental order, the Court authorized the Debtors to honor and make payments to the Home Health Aides without regard to whether those amounts arose before or after the Petition Date. The Court also authorized the Debtors to require that any prepetition payments to Home Health Aides be conditioned upon an agreement by the applicable Home Health Aides to continue to perform services postpetition on the same terms and condition, and consistent with the same service levels, as provided in the normal course of prepetition business operations between the Debtors and that Home Health Aide. Prepetition Saint Vincents Catholic Medical Centers of New York and its debtor affiliates employed approximately 5,900 employees, composed of approximately 4,200 union and 1,700 non-union employees. Prior to the Petition Date, the Debtors gave Worker Adjustment and Retraining Notification Act notices terminating the employment of thousands of employees. For a short period of time postpetition, however, the services of many of these Employees will be required to implement the Hospital's Plan of Closure. Other Employees did not receive WARN Notices because they are part of the Debtors on-going non-Hospital operations. In the ordinary course of the Debtors' businesses, Employees are paid biweekly, in two separate groups in alternating weeks with each payroll being made 14 days in arrears. The aggregate amount of wages paid to the Employees is approximately $15.2 million every two weeks. As of the Petition Date, the only unpaid wage and salary obligations owed by the Debtors to the Employees would be in the approximate aggregate amount of $12.7 million. In addition to payroll obligations, the Debtors, as of the Petition Date, estimate that the aggregate amount of all Paid Time Off Leaves is approximately $20 million10 for Union and Non-Union Employees. 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 Nod to Honor Resident Obligations ------------------------------------------------------ Saint Vincents Catholic Medical Centers of New York and its debtor affiliates received final approval to honor certain prepetition policies and practices to maintain the confidence of the residents of their facilities receiving inpatient nursing and rehabilitative services. According to the Debtors, maintaining the Resident Trust Fund Policies and honoring refunds during their Chapter 11 Cases will inspire the goodwill of the Long-Term Care Residents and their families and will maintain the going concern value of the Long- Term Care Facilities by facilitating the retention of existing Long-Term Care Residents and encouraging new residents to apply for admission. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, says failing to follow the Resident Trust Fund Policies will damage the going-concern value of these Long-Term Care Facilities and expose the Debtors to regulatory fines and other sanctions by governmental agencies. "Strong resident relations are necessary to maintain the value of the facilities and their reputations within the communities while the Debtors market these facilities for sale as going concerns," Mr. Rogoff asserts. In the ordinary course of operating the Long-Term Care Facilities, the Debtors are subject to certain federal and New York state statutes and regulations applicable to Long-Term Care Residents' payments, refunds and deposits. The Debtors' compliance with these laws is facilitated by certain internal practices and policies under which the Long-Term Care Facilities promptly refund amounts owed to Long-Term Care Residents and hold certain funds of Long-Term Care Residents in segregated accounts. Specifically, these internal practices and policies apply to (a) Medicaid eligibility refunds; (b) prepayment and overpayment refunds; (c) the use of security deposits; and (d) maintaining trust fund accounts for Long-Term Care Residents. (A) Medicaid Eligibility Refund Long-Term Care Residents are occasionally admitted to the Long-Term Care Facilities pending a determination by the New York State Department of Health, through local social services districts, that the Long-Term Care Resident is eligible for Medicaid coverage of nursing home care. The regulatory process for determining Medicaid eligibility typically takes between 30 to 90 days. During the pendency of an eligibility determination, the Long-Term Care Facilities usually bill the Long-Term Care Resident at private-payor rates for services rendered. Payment of those bills is made from the Long-Term Care Resident's private funds or some other source of private funding. When the Long-Term Care Facilities receive notice of a Long-Term Care Resident's eligibility determination for Medicaid, all private funds paid by the Long-Term Care Resident since the filing date of his or her Medicaid application, less the Long-Term Care Resident's NAMI amount, must be refunded pursuant to regulatory requirements . (B) Prepayment and Overpayment Refunds Pursuant to ordinary and customary industry practices, the Long-Term Care Facilities require private-payor Long-Term Care Residents to pay their monthly bills, and Medicaid Long- Term Care Residents to pay their NAMI amounts in full, in advance at the beginning of each month. When a Long-Term Care Resident is discharged from a Long-Term Care Facility before month's end, the Long-Term Care Facility is required by law to issue the Long-Term Care Resident or his or her responsible party a pro-rated refund of the unearned portion of the advance monthly payment Similarly, Long-Term Care Residents occasionally overpay for items and care provided at the Long-Term Care Facility. The Long-Term Care Facility refunds those overpayments in accordance with its ordinary business practice and applicable law. C. Security Deposits In the ordinary course of its business, and in accordance with applicable law, the Long-Term Care Facility may receive security deposits from its private-pay Long-Term Care Residents. When received, the Long-Term Care Facility either applies the Security Deposit to the Long-Term Care Resident's outstanding obligations or returns the Security Deposit to the Long-Term Care Resident or his or her responsible party, as appropriate. (D) Resident Trust Fund Accounts The Long-Term Care Facilities hold funds in trust for their Long Term Care Residents. Those funds represent living allowances received by residents from the State of New York, as well as other resident funds deposited with the Long-Term Care Facility for safekeeping. These funds are disbursed at the request of, or on behalf of, residents for their personal use. Upon written authorization of a Long-Term Care Resident, the Long-Term Care Facility is required by law to hold, safeguard, manage and account for the Long-Term Care Resident's personal funds deposited with the Long-Term Care Facility. As of April 9, 2010, approximately $660,000 in the aggregate was held on behalf of Long-Term Care Residents in the Resident Trust Fund Accounts. Accordingly, the Debtors sought and obtained the Court's authority to: (i) honor certain prepetition obligations to residents of its hospital-based long-term care facilities; (ii) continue to honor refunds owed to residents of its long- term care facilities; and (iii) maintain certain resident trust fund accounts and policies. All banks and financial institutions at which the Resident Trust Fund Accounts are maintained are authorized and directed to continue to service and administer the Resident Trust Fund Accounts as accounts of the Debtors without interruption. A list of the Resident Trust Funds Accounts is available for free at http://bankrupt.com/misc/Vincents_ResidentFunds.pdf 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 OK to Pay $15 Million Severance to Employees ----------------------------------------------------------------- Saint Vincents Catholic Medical Centers of New York and its debtor affiliates sought and obtained authority to make approximately $15 million of severance payments to about 3,200 eligible employees. Prior to the Petition Date, the Debtors employed approximately 5,900 employees, composed of approximately 4,200 union and 1,700 non-union employees. Union employees consist of members of 1199 SEIU United Healthcare Workers East, New York State Nurses Association, Committee of Interns and Residents, Special & Superior Officers Benevolent Association, and Teamsters Local 803. As part of the Closure Plan, shortly before the Petition Date, thousands of employees were advised that their jobs had been terminated and issued notices under applicable law. However, in order to effectuate the closure of the Manhattan Hospital and related wind down efforts, Employees were needed to perform certain services postpetition. Under the Union Severance Policy, union employees are entitled to severance consisting of one week of pay for each completed year of service for up to a maximum of four weeks of pay. In addition, prior to the Petition Date, the Debtors modified their prior severance policy for non-union employees to make it consistent with the union policy. Accordingly, pursuant to the Non-union Severance Policy, employees who are involuntarily terminated by the Debtors due to job elimination, reduction in staff, or for other reasons defined by the Debtors, are similarly entitled to one week of pay for each completed year of service with a maximum severance pay of four weeks. The Non-union Severance Policy further provides that severance pay will cease when the terminated employee obtains other employment at the same or higher salary. If that new employment provides a salary below that of the severance, then severance pay will be equal to the difference between the new salary and the severance pay amount. Conversely, under the Union Severance Policy, payments are not subject to mitigation for new employment. NYSNA Objection The New York State Nurses Association opposed the payment of severance being made at the Debtors' discretion. NYSNA asserts that the payment of the severance is an administrative expense and payment is required under the Collective Bargaining Agreement. Thus, NYSNA requests that the motions to permit the payments be granted, but with the appropriate modifications in the language of the Orders to make sure that the Debtors complies with their obligations pursuant to Section 1113 of the Bankruptcy Code. The limited objection of NYSNA has been resolved. The Court's order provides that any payment or transfer made or service rendered by the Debtors is not, and will not be deemed, an admission as to the validity of the underlying obligation, a waiver of any rights the Debtors may have to dispute that obligation, or an approval or assumption of any agreement, contract, or lease, including, but not limited to the applicable collective bargaining agreements, under Section 365 of the Bankruptcy Code. The rights of any Union are reserved to move to compel payment of any other severance payment and the rights of all parties are reserved to contest whether any other payment is required. 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). SAND HILL: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sand Hill Panola SWD #2 LLC P.O. Box 837 Center, TX 75935 Bankruptcy Case No.: 10-90210 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: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 8 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txeb10-90210.pdf The petition was signed by Delicia Eaves, president. SANMINA-SCI CORP: S&P Raises Corporate Credit Rating to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on San Jose, Calif.-based Sanmina-SCI Corp. to 'B' from 'B-'. S&P also revised the outlook to positive from stable, recognizing the possibility of further improvement in leverage metrics over the intermediate term. "The action reflects improved operating profitability and leverage, as a result of business recovery, cost-reduction actions, and debt repayment," said Standard & Poor's credit analyst Bruce Hyman. S&P's ratings on Sanmina reflect improving operating profitability levels, leading to a substantial reduction in debt leverage, as well as the company's good business position in low-volume, complex electronics manufacturing services, offset by aggressive competition. Sanmina is a leading provider of EMS for the communications, enterprise computing, storage, medical devices, and other industries. The company had about $1.4 billion in lease-adjusted debt outstanding as of April 3, 2010. SINCLAIR BROADCAST: S&P Puts 'B' Rating on CreditWatch Positive --------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating for Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast Group Inc., as well as all related issue-level ratings on the company's debt, on CreditWatch with positive implications. "The CreditWatch listing is based on the recent turnaround in the company's operating performance, specifically its core ad revenue," explained Standard & Poor's credit analyst Deborah Kinzer. In the first quarter of 2010, Sinclair's EBITDA increased 47% year over year on 10% revenue growth from increased ad spending by the automotive sector, political ad spending, and higher retransmission fees. Auto ad revenue grew by 36% in the quarter, albeit against weak comparisons. Excluding political ad revenue, local ad revenue was up 14% (including retransmission revenue) and national ad revenue increased 5%. At the same time, operating expenses decreased by 6% because of lower program amortization, the closure of the unprofitable Acrodyne Communications unit, and the sale of the unprofitable G1440 information technology staffing, consulting, and software development unit in the fourth quarter of 2009. For the 12 months ended March 31, 2010, Sinclair's EBITDA margin was 32.8%, up from 29.5% for the same period of 2009, which is relatively good compared with peers'. Nevertheless, S&P remains concerned about the performance of Sinclair's real estate and other noncore investments. Sinclair's lease-adjusted EBITDA coverage of interest was 2.4x for the 12 months ended March 31, 2010. Pro forma for the increase in interest expense from the new bank debt pricing and the 9.25% coupon on the second-lien notes issued in October 2009, which replaced lower-coupon convertible debt, interest coverage declines to 2.1x. Sinclair's lease-adjusted debt to EBITDA was 6.2x as of March 31, 2010, unchanged from a year ago because of minimal changes in both debt balances and EBITDA. S&P expects the company to lower its leverage further in 2010, because of improvement in core operating performance and election ad revenue, although leverage will likely rise somewhat in 2011 as the benefit of political ad revenue runs off. In resolving S&P's CreditWatch listing, S&P will assess the outlook for the company's operating performance through the coming election cycle and into 2011, when political ad revenue is likely to be negligible. S&P will also review the company's plans regarding noncore investments and shareholder returns. S&P could raise the rating if S&P believes the company will be able to achieve and maintain its trailing-eight-quarter average lease- adjusted debt to EBITDA around 6.0x over the next two years. Any upgrade at this time is likely to be limited to one notch. SOUTHWESTERN ENERGY: Moody's Reviews 'Ba2' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service placed the ratings for Southwestern Energy Company under review for possible upgrade. The ratings under review are the Ba2 Corporate Family Rating, Ba2 Probability of Default Rating and Ba2 (LGD 4,53%) senior unsecured notes rating. The review is prompted by SWN's continued strong operational performance supported by a conservative financial profile that compares favorably the rated high yield exploration and production peer group. Despite weak natural gas prices, SWN continues to grow its production and reserves while maintaining a very competitive cost structure. Despite an aggressive capital spending program the last few years, SWN's financial leverage continues rank to as one of the lowest in the peer group. The review will include an assessment of the company's spending plans for 2010 and 2011 to determine the level of spending relative to cash flow and whether any additional debt will be incurred to fund this program. The review will also consider the company's hedging strategy, as well as to assess whether the Marcellus Shale is expected to be a meaningful contributor to production over the next two years and provide needed diversification from its core Fayetteville production and reserves. The last rating action for Southwestern Energy Company was on January 7, 2008 when Moody's assigned a Ba2 rating to the company's senior unsecured notes offering. Southwestern Energy Company which is headquartered in Houston, Texas, is engaged in the exploration and production of natural gas. The company's operations are principally focused in Arkansas and has properties in Oklahoma, Pennsylvania, and Texas. STATION CASINOS: Fertitta Family Places Bet on Debt Plan -------------------------------------------------------- Alexandra Berzon at The Wall Street Journal reports that the Bankruptcy Court began hearings Thursday on a proposed sale and plan process where The Fertitta family would keep control of Station Casinos Inc. and have most of the debt wiped out. In Station Casinos' proposed reorganization plan, a group including current owners Frank and Lorenzo Fertitta will make the first bid of $772 million to keep control of substantially all of the businesses. Unless outbid at the auction, the Fertittas would retain 46% ownership, in return for an injection of at least $86 million. The Journal relates that lenders representing around half of the $5.9 billion in total debt are backing the family's proposal, saying they believe it offers the best chance to maximize returns. However, a minority of the lenders-including unsecured bondholders that stand to lose all of their investment-oppose the plan, arguing that it is fraught with conflicts of interest. The Journal notes that if the Fertittas succeed, it will show the remarkable staying power of a family that first entered the casino business four decades ago. The Fertittas made a fortune when it took Las Vegas casino owner and operator Station Casinos Inc. private in 2007. But the deal also left Station with so much debt that it had to seek bankruptcy-court protection last year. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STEVE MCKENZIE: Court Weighs Whether to Restore Interests --------------------------------------------------------- David Davis, managing editor at Cleveland Daily Banner, reports that a federal bankruptcy judge will decide whether to restore share of ownership of Steve McKenzie. A Cleveland attorney asked the court to void the sale of Mr. McKenzie's 50% interest in Tennessee Interstate Properties because mistakes were made. Mr. McKenzie's equity interest was sold in November 2009 for $2,500 to settle a claim submitted by Citizens National Bank of Athens of $817,106. Mr. McKenzie in January 2009 filed for a Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Eastern District of Tennessee, listing over $151 million in liabilities and $100 million to $150 million in assets. Kyle Weems is assisting Mr. McKenzie in his restructuring effort. STRATUS MEDIA: Posts $3.9 Million Net Loss in Q1 2010 ----------------------------------------------------- Stratus Media Group, Inc., filed its quarterly report on Form 10- Q, reporting a net loss of $3,926,257 for the three months ended March 31, 2010, compared with a net loss of $408,401 for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $5,495,463 in assets, $4,104,907 of liabilities, and $1,390,556 of stockholders' equity. As reported in the Troubled Company Reporter on April 21, 2010, Goldman Parks Kurland Mohidin LLP, in Encino, Calif., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has suffered recurring losses and has negative cash flow from operations. As of March 31, 2010, the Company had negative working capital of $2,964,435 and cumulative losses of $22,000,038. Unless additional financing is obtained, the Company may not be able to continue as a going concern. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?635c Based in Los Angeles, Stratus Media Group, Inc. (OTC BB: SMDI) -- http://www.stratusmediagroup.com/-- specializes in sports and entertainment events that it owns, and intends to operate, manage, market and sell in national markets. In addition, Stratus acquired the business of Stratus Rewards, LLC in August 2005. Stratus Rewards is a credit card rewards marketing program that uses the Visa card platform that offers a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. SUGIARTI WIRYADIMEJO: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Sugiarti Wiryadimejo dba Alwaha, Inc. aka Sugiarti Wiryadinejo 9562 Chapman Avenue Garden Grove, CA 92844 Bankruptcy Case No.: 10-17032 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Kimberly De La Fuente, Esq. Law Office of Kimberly De La Fuente 500 N State College Blvd Ste 1100 Orange, CA 92868 Tel: (714) 919-4432 Fax: (714) 475-6978 E-mail: delafuente.law@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Sugiarti Wiryadimejo. SUMNER REGIONAL: Wants to Sell Assets; Submits Bidding Procedures ----------------------------------------------------------------- Sumner Regional Health Systems, Inc., et al., have asked the U.S. Bankruptcy Court for the Middle District of Tennessee to approve its bidding procedures for the sale of substantially all of its assets, free and clear of liens, claims, encumbrances, and other interests. The Debtors entered into an asset purchase agreement (APA) with LifePoint Acquisition Corp. (the Stalking Horse Bidder). Under the agreement, the Stalking Horse Bidder will purchase the assets for $154,108,687.86. The Stalking Horse has deposited an amount equal to 10% of the cash portion of the Purchase Price with U.S. Bank, as escrow agent, to be applied to the Purchase Price in the event that the Closing occurs. In the event that the Debtors receive bids exceeding that of the Stalking Horse Bidder, the Debtors will pay the Stalking Horse Bidder (i) a break-up fee in an amount equal to $2,500,000 and (ii) reimbursement of actual out-of-pocket expenses incurred in negotiating the Stalking Horse APA and performing due diligence, in an amount not to exceed $1,000,000. The Debtors propose to hold an auction in the week of May 31, 2010, to appear before the Court for the sale hearing in the week of May 31, 2010, and to close the sale on June 30, 2010. Accordingly, the Debtors have requested that the sale hearing occur on or prior to June 11, 2010. The Debtors will require bidders to submit good faith deposits in the amount of 10% of the minimum cash amount with respect to a bid, in the form of a bank or certified check (or other form acceptable to the Debtors in its sole discretion) payable to a party as the Debtors may determine. The Good Faith Deposit will be held in escrow or another segregated account, not subject to any security interest or lien, and utilized in accordance with the bidding procedures. The auction will begin with the initial bid (which, as a qualified bid, will provide for at least the minimum cash amount) and proceed in minimum additional increments of $350,000. The Debtors haven't set a bid deadline. A copy of the bidding procedures is available for free at: http://bankrupt.com/misc/SUMNER_REGIONAL_biddingprocedures.pdf Richard F. Clippard, the U.S. Trustee for Region 8, objected to the Debtors' request for Court approval of their proposed bidding procedures. The U.S. Trustee is in the process of appointing the Official Committee of Unsecured Creditors. The U.S. Trustee objected to the approval of the Debtors' proposed bidding procedures to allow the Committee an opportunity to review the request and to give the Office of the U.S. Trustee an opportunity to discuss the Debtors' request with the Committee. Sumner County, Tennessee, also objected to the approval of the Debtors' bidding procedures, saying that, among other things, the approval and payment of any break-up fee and expense reimbursement for the benefit of the Stalking Horse Bidder is and must be subject and subordinate to the rights, claims and interests of the County under the termination agreement or deed. "No proceeds of sale may be disbursed to any entity, including Wells Fargo Bank as indenture trustee, without the written consent of the County's Board of County Commissioners," the County stated. About Sumner Regional Gallatin, Tennessee-based Sumner Regional Health Systems, Inc. -- dba Sumner Regional Medical Center, SRHS Professional Services, Sumner Station, Sumner In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for Women at Sumner Station, Diagnostic Center at Sumner Station, Outpatient Rehab Services at Sumner Station, The Fitness Center at Sumner Station, Sumner Crossroads, and Executive House Apartments -- filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case No. 10-04766). Robert A. Guy, Esq., at Frost Brown Todd LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. SUN HEALTHCARE: Company Split Won't Affect Moody's 'B1' Rating -------------------------------------------------------------- Moody's Investors Service commented that Sun Healthcare Group, Inc.'s May 24, 2010 announcement that it intends to separate the company into two publicly traded companies has no immediate rating implication on the B1 Corporate Family and Probability of Default Ratings. Moody's understands that the operations of Sun Healthcare will be spun-off as part of the contemplated transaction while a new entity, structured as a REIT, will own substantially all of the real property currently owned by Sun Healthcare. Moody's understands that the existing debt of Sun Healthcare will be repaid with proceeds of a planned common stock offering and a refinancing. The transactions are expected to be completed in the fourth quarter of 2010. The spin-off of the operating company and related actions are subject to regulatory, stockholder, final board and other approvals. Moody's last rating action was on March 12, 2007, when Moody's assigned a B1 Corporate Family Rating to Sun Healthcare. Moody's also assigned a Ba2 rating to Sun Healthcare's proposed senior secured credit facilities and a B3 rating to the company's proposed senior subordinated notes. Sun Healthcare'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 Sun Healthcare's core industry and Sun Healthcare's ratings are believed to be comparable to those other issuers of similar credit risk. Headquartered in Irvine, California, Sun Healthcare is a leading provider of healthcare services to seniors. Sun Healthcare's inpatient services division, SunBridge, operates 141 facilities in 19 states. Sun Healthcare also provides rehabilitation services through its SunDance division and healthcare staffing services through its CareerStaff Unlimited subsidiary. For the twelve months ended March 31, 2010 Sun Healthcare recognized revenues of approximately $1.9 billion. SUNSET 7: Case Summary & Largest Unsecured Creditor --------------------------------------------------- Debtor: Sunset 7, LLC 2625 S. Rainbow Boulevard, Suite D-106 Las Vegas, NV 89146 Bankruptcy Case No.: 10-19736 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Spencer M. Judd, Esq. Macdonald & Judd 6625 W. Sahara, Suite 1 Las Vegas, NV 89146 Tel: (702) 870-1771 Fax: (702) 869-0683 E-mail: spencer@jsmjlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $500,001 to $1,000,000 According to the schedules, the Company says that assets total $0 while debts total $556,600. The petition was signed by William A. Gayler, managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Alexander Dawson Foundation Government Lot 11 $556,600 A Nevada Trust lender in Section 2, 4045 South Spencer Street Township 22 Suite 312 South, Range 60 Las Vegas, NV 89119 East SUNSET III: Case Summary & xx Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Sunset III, LLC Sunset III Investments Gayler William 2625 S Rainbow, Suite D106 Las Vegas, NV 89102 Bankruptcy Case No.: 10-19737 Chapter 11 Petition Date: May 26, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Spencer M. Judd, Esq. Macdonald & Judd 6625 w. Sahara, Suite 1 Las Vegas, NV 89146 Tel: (702) 870-1771 Fax: (702) 869-0683 E-mail: spencer@jsmjlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $1,500,000 while debts total $1,354,500. The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by William Gayler, managing member. SYMBION INC: S&P Downgrades Corporate Credit Rating to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered all of its ratings on Nashville-based Symbion Inc. by one notch. S&P lowered the corporate credit rating to 'B-' from 'B'. The rating outlook is negative. "The rating action reflects the outpatient surgical facilities operator's difficult position as it contends with the effect of a weak economy on case volume, small reimbursement increases, and rising debt, which is contributing to slim bank covenant cushions," said Standard & Poor's credit analyst David P. Peknay. S&P believes these factors will contribute to the company's struggles to meet its growing cash needs over the next two years from increasing debt amortization requirements and mandatory conversion of its pay-in-kind obligations to cash pay in 2012. "S&P believes the company's earnings from its existing portfolio of facilities, which have been flat for the past two years, must begin to increase," added Mr. Peknay, "to improve the company's chances of meeting these debt amortization and interest requirements, and then to contend with maturing senior debt in 2013." T.D. BISTRO: Files for Chapter 11 Protection -------------------------------------------- T.D. Bistro Inc., which owns the TD Lounge restaurant in Baltimore's Fells Point area, has filed for Chapter 11 protection. T.D. Bistro is run and owned by, Timothy Dean, one of the chefs competing on the upcoming season of the reality show "Top Chef". According to The Wall Street Journal, Mr. Dean told the Baltimore Business Journal that he decided to place T.D. Bistro into bankruptcy after struggling to rise above numerous challenges as the recession and the record snowfall that blanketed the mid- Atlantic not once but twice this past February. "The snowstorm really buried us," Mr. Dean said, adding that the restaurant also faced tough competition from a wave of chain restaurants hitting Charm City. TCADM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: TCADM Properties, LLC 22 Forest Trail Mahtomedi, MN 55115 Bankruptcy Case No.: 10-14063 Chapter 11 Petition Date: Court: U.S. Bankruptcy Court Western District of Wisconsin (Eau Claire) Judge: Thomas S. Utschig Debtor's Counsel: Daniel R. Freund, Esq. 920 S. Farwell Street, Suite 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Tel: (715) 832-5151 Fax: (715) 832-5491 E-mail: freundlaw@fastmail.fm Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $600,000 while debts total $2,720,322. A copy of the Company's list of 6 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wiwb10-14063.pdf The petition was signed by Terence A. Montpetit, owner. TEXAS HILL: U.S. Trustee Form 5-Member Creditors Committee ---------------------------------------------------------- Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Texas Hill Enterprises, GP, et al. The Creditors Committee members are: 1. Amigo Farms, Inc. Attn: Bruce Williams 4245 E. 32nd Street Yuma, AZ 85365 Tel: (928) 726-3738 Fax: (928) 726-3744 2. The Dune Company of Yuma LLC Attn: David Maehling P. O. Box 5149 Yuma, AZ 85366 Tel: (928) 344-0040 Fax: (928) 373-1804 3. Grower Mohawk Gin Inc. Attn: Gary Weaver 39485 E. County 4th Street Roll, AZ 85347 Tel: (928) 785-4913 Fax: (928) 785-9234 4. Seeds West, Inc. Attn: Tom Bodderij 3458 E. 33rd Place Yuma, AZ 85365 Tel: (928) 783-2050 Fax: (928) 725-4601 5. Snakebite Leasing Inc. dba Sellers Petroleum Attn: Dave Sellers 821 Pacific Ave. Yuma, AZ 85365 Tel: (928) 329-0777 Fax: (928) 329-0780 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. About Texas Hill Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11121). Daniel P. Collins, Esq., and Allysse M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. TEXAS HILL: Files Schedules of Assets and Liabilities ----------------------------------------------------- Texas Hill Enterprises, GP, filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,435,000 B. Personal Property $4,947,990 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,794,033 E. Creditors Holding Unsecured Priority Claims $4,134 F. Creditors Holding Unsecured Non-priority Claims $5,243,023 ----------- ----------- TOTAL $15,382,990 $14,041,190 In a separate filing, Texas Hill Diamante Cooling, L.L.C., filed its schedules of assets and liabilities disclosing total assets of $6,471,341 and total liabilities of $9,183,546. Roll, Arizona-based Texas Hill Enterprises, GP, dba Texas Hill Farms, filed for Chapter 11 bankruptcy on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11121). Daniel P. Collins, Esq., and Allysse M. Medina, Esq., at Collins, May, Potenza, Baran & Gillespie, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in debts. TEXAS RANGERS: Nearly Max Out Team Credit Card ---------------------------------------------- Eric Morath at Dow Jones Daily Bankruptcy Review's Bankruptcy Beat reports that Texas Rangers Baseball Partners, which owns the Texas Rangers baseball team, has sought emergency permission from the Bankruptcy Court to pay down its more than $400,000 balance so the Rangers' credit card wouldn't be denied during the team's current eight-game swing against the Kansas City Royals, Minnesota Twins and Chicago White Sox. According to Bankruptcy Beat, after learning the total already owed, Judge D. Michael Lynn commented at a hearing in the U.S. Bankruptcy Court in Fort Worth, Texas, that baseball players must have a taste for "nice hotels and fancy restaurants." The U.S. trustee, the report relates, took exception to the request to pay the bill because the credit card is not in the team's name, but is in the name of its owner Hicks Sports Group, the entity controlled by Texas sports mogul Tom Hicks. According to Bankruptcy Beat, the U.S. Trustee's attorney said paying the bill was not a simple banking transaction that is typically swiftly approved by the court but is actually a loan that needs more careful scrutiny. The team's bankruptcy lawyer, however, said there was no time to waste. "They are on the road now. We can't take the risk that the credit card won't work," said Ronit Berkovich, a partner at Weil, Gotshal & Manges LLP. Judge Lynn ultimately approved the request. About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. Texas Rangers Baseball Partners filed a Chapter 11 petition on May 24 (Bankr. N.D. Tex. Case No. 10-43400). The partnership has filed simultaneously with the bankruptcy petition a Chapter 11 plan that contemplates the sale of the club to an entity formed by a group that includes the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. TEXAS RANGERS: Passed on Higher Sale Deal, Lenders Say ------------------------------------------------------ According to Daily Bankruptcy Review, lenders to the owners of the Texas Rangers accused the baseball team of passing on a more lucrative deal to pursue a sale to a group that includes team president and Hall of Fame pitcher Nolan Ryan. As previously reported, Texas Rangers Baseball Partners filed simultaneously with the bankruptcy petition a Chapter 11 plan that contemplates the sale of the club to Rangers Baseball Express LLC, an entity formed by a group that includes the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. TRBP held a bidding process for the club starting August last year. Ryan-Greenberg group emerged as the best bidder over 5 other parties. TRBP, however, said that it had to file for Chapter 11 because the lenders refused to consent to the sale. Under the Prepackaged Plan, the lenders -- as well as other creditors -- are unimpaired, hence, the Debtor seek confirmation of the Plan without having to solicit votes. Meanwhile, while owner Tom Hicks is giving up his controlling stake in the Texas Rangers, the terms of the sale provides that Mr. Hicks will maintain season tickets to Rangers home games and parking passes at Rangers Ballpark in Arlington, Texas, The Wall Street Journal reported. Under the deal, Mr. Hicks will also take the title of "chairman emeritus" for three years and enjoy other rights "customary to former owners in the sale of professional sports teams. Separately, New York Yankees third baseman Alex Rodriguez is on Texas Ranger's list of 20 largest unsecured creditors. According to The Journal, Mr. Rodriguez has $24.9 million in deferred pay at risk in the Texas Rangers' bankruptcy case stemming from the record-breaking contract he signed with the Arlington, Texas, ball club after the 2000 season. About Texas Rangers Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. Texas Rangers Baseball Partners filed a Chapter 11 petition on May 24 (Bankr. N.D. Tex. Case No. 10-43400). The partnership has filed simultaneously with the bankruptcy petition a Chapter 11 plan that contemplates the sale of the club to an entity formed by a group that includes the current President of the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league club owner. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP serves as conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. THINKFILM LLC: Trustee Wants to Access Bergsteins' Record --------------------------------------------------------- Alex Ben Block at The Hollywood Reporter reports that Ronald Durkin, the interim Chapter 11 trustee for the estate of ThinkFilm LLC and four affiliates, asked the U.S. Bankruptcy Court in Los Angeles to compel owner David Bergstein to sit for an interview and provide access to his personal computer. Mr. Bergstein, according to the trustee, has failed to provide complete information, as required by F.R.B.P. Rule 2004. Among the revelations in the filings is that Mr. Bergstein has not personally filed income taxes for the past three years and purports to be unable to produce tax filings for any of the companies named in the bankruptcy suit. Several creditors filed for involuntary Chapter 11 against ThinkFilm LLC and four of its affiliates in the U.S. Bankruptcy Court for the Central District of California Case No. 10-19912. TITAN INTERNATIONAL: Posts Results of Tender Offer -------------------------------------------------- Titan International, Inc. disclosed that early tender results for its previously announced tender offer to purchase any and all of its issued and outstanding 8% Senior Unsecured Notes due 2012 (the "Senior Notes") and the amendment of certain terms and conditions of such tender offer. As of 5 p.m. New York City time on May 26, 2010, the previously announced early tender time, according to information provided by the tender agent, $46,352,000 principal amount of the Senior Notes, representing 23.9% of the principal amount outstanding, had been validly tendered. The tender offer expires at midnight New York City time on June 10, 2010, unless extended. Holders of Senior Notes that were validly tendered prior to the Early Tender Time and that are accepted for payment will receive $1,050 per $1,000 principal amount of the Senior Notes, plus any accrued and unpaid interest up to, but not including, the applicable settlement date. Holders of Senior Notes that are validly tendered after the Early Tender Time but before the Expiration Time will receive $1,000 per $1,000 principal amount of the Senior Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date. Titan has waived the Financing Condition to the tender offer, as set forth in the offer to purchase. The tender offer had been conditioned on the completion of a private placement of Titan's senior unsecured notes. Titan intends to finance the purchase of the Senior Notes pursuant to the tender offer and to pay all fees and expenses associated therewith from cash on hand. In addition, Titan has amended the tender offer to waive the Minimum Tender Condition, as set forth in the offer to purchase and to grant holders the right to withdraw tendered Senior Notes prior to 5 p.m. New York City time on June 3, 2010, but not thereafter, unless such time is extended by Titan in its sole discretion. Except as set forth below and as required by applicable law, Senior Notes tendered prior to the Withdrawal Deadline may only be withdrawn, in writing, prior to the Withdrawal Deadline and Senior Notes tendered after the Withdrawal Deadline and prior to the Expiration Time may not be withdrawn. In the event of a termination of the tender offer, all Senior Notes tendered pursuant to the tender offer will be promptly returned to the tendering holders. For a withdrawal of a tender of Senior Notes to be effective, a written or facsimile transmission notice of withdrawal, or a properly transmitted "Request Message" through ATOP, must be received by the tender agent before the Withdrawal Deadline at its address set forth on the back cover of the offer to purchase. Any such written or facsimile notice of withdrawal must (i) specify the name of the person that tendered the Senior Notes to be withdrawn and, if different, the name of the record holder of such Senior Notes (or, in the case of Senior Notes tendered by book- entry transfer, the name of the participant for whose account such Senior Notes were tendered and such participant's account number at DTC to be credited with the withdrawn Senior Notes), (ii) contain the description(s), CUSIP number(s) and the aggregate principal amount of the Senior Notes to be withdrawn and (iii) be signed by the holder of such Senior Notes in the same manner as the original signature on the letter of transmittal by which such Senior Notes were tendered (including any required signature guarantees), if any (or, in the case of Senior Notes tendered by a DTC participant through ATOP, be signed by such participant in the same manner as the participant's name is listed on the applicable Agent's Message), or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the Senior Notes into the name of the person withdrawing such Senior Notes and (iv) if the letter of transmittal was executed by a person other than the holder, be accompanied by a properly completed irrevocable proxy that authorizes such person to effect such revocation on behalf of such holder. The signature(s) on the notice of withdrawal of any tendered Senior Notes must be guaranteed by a Medallion Signature Guarantor unless the relevant Senior Notes have been tendered for the account of an Eligible Institution. If the Senior Notes to be withdrawn have been delivered or otherwise identified to the tender agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of withdrawal even if physical release is not yet effected by the tender agent. Any Senior Notes validly withdrawn will be deemed to be not validly tendered for purposes of the tender offer. Withdrawals of Senior Notes can be accomplished only in accordance with the foregoing procedures. Holders may not rescind their valid withdrawals of tendered Senior Notes. However, Senior Notes validly withdrawn may thereafter be retendered at any time at or prior to the Expiration Time by following the procedures described under "Terms of the Offer -- Procedure for Tendering Notes" in the offer to purchase. Holders of any Senior Notes validly withdrawn and subsequently re-tendered after the Early Tender Time and that are accepted for purchase will be entitled to receive only the Tender Offer Consideration. All questions as to the validity (including time of receipt) of notices of withdrawal will be determined by Titan in its sole discretion, which determination shall be final and binding. None of Titan, the tender agent, the sole dealer manager, the information agent, the trustee or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, or incur any liability for failure to give any such notification. The tender offer is subject to the satisfaction or waiver of certain conditions, as more fully described in the offer to purchase. Subject to these conditions, Titan reserves the right to accept for purchase all Senior Notes validly tendered on or prior to the Early Tender Time and not validly withdrawn and to pay the total consideration on an early settlement date following the Withdrawal Deadline. If Titan does not exercise the option to settle on the early settlement date, holders of Senior Notes validly tendered, not validly withdrawn and accepted for payment will receive the Total Consideration or the Tender Offer Consideration, as applicable, on the final settlement date promptly following the Expiration Time. Titan may amend, extend or terminate the tender offer in its sole discretion. The complete terms and conditions of the tender offer are set forth in the offer to purchase and related letter of transmittal, and holders are urged to read such tender offer documents carefully. The sole dealer manager for the tender offer is Goldman, Sachs & Co. Questions about the tender offer may be directed to the sole dealer manager at (800) 828-3182 (toll free). Copies of the offer to purchase and related letter of transmittal may be obtained from Global Bondholder Services Corporation, the information agent for the tender offer, at (866) 470-4300 (toll free). The tender offer is being made solely by means of the offer to purchase and related letter of transmittal. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Senior Notes or any other securities of the company. No recommendation is made as to whether holders of the Senior Notes should tender their Senior Notes. About Titan Titan, headquartered in Quincy, IL is a leading manufacturer of wheels, tires and assemblies for off-highway vehicles serving the agricultural, earthmoving/construction and consumer end markets. Last twelve months ended September 30, 2009 revenues were $840 million. * * * As reported in the Dec 18, 2009, Moody's Investors Service has changed the rating outlook of Titan International, Inc., to negative from stable and upgraded the $194 million 8% senior unsecured notes due 2012 to B2 from Caa1. All other ratings, including the corporate family and probability of default rating of B2 and the speculative grade liquidity rating of SGL-2, have been affirmed. TOYS 'R' US: Fitch Upgrades Issuer Default Rating to 'B' -------------------------------------------------------- Fitch Ratings has upgraded its long-term Issuer Default Rating on Toys 'R' Us, Inc. and its various subsidiary entities to 'B' from 'B-' as well as the associated notes: Toys 'R' Us, Inc. -- IDR to 'B' from 'B-'; -- Senior unsecured notes to 'CC/RR6' from 'C/RR6'. Toys 'R' Us - Delaware, Inc. -- IDR to 'B' from 'B-'; -- Secured revolver to 'BB/RR1' from 'B/RR3'; -- Secured term loan to 'B-/RR5' from 'CC/RR6'; -- Unsecured term loan to 'CCC/RR6' from 'CC/RR6'; -- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6'. Toys 'R' Us Property Co. I, LLC (previously known as TRU 2005 RE Holding Co. I, LLC) -- IDR to 'B' from 'B-'; -- Senior unsecured notes to 'BB/RR1' from 'B+/RR2'. Toys 'R' Us Property Co. II, LLC (previously known as Giraffe Holdings, LLC) -- IDR to 'B' from 'B-'; -- Senior unsecured notes to 'BB-/RR2' from 'B+/RR2'. Toys 'R' Us Europe, LLC (previously known as Toys 'R' Us (UK) Ltd.) -- IDR to 'B' from 'B-'; -- Secured revolver to 'BB/RR1' from 'B/RR3'. The Rating Outlook is Stable. Toys had $5.2 billion in debt outstanding on Jan. 30, 2010. The upgrades reflect Toys' successful operating strategy which resulted in improved operating results and credit metrics in fiscal 2009 despite the challenging operating environment and is expected to result in further strengthening of credit metrics in fiscal 2010 with positive free cash flow generation and improved liquidity. The ratings also reflect the intense competition in the toy retailing sector and the highly seasonal nature of Toys' business. Over the past three years, Toys has implemented a strategy to create a one-stop shopping experience for juvenile products by offering Babies 'R' Us and Toys 'R' Us products in one location either through two side-by-side stores or by allocating existing store square footage to expand its offering. As of fiscal 2009 (ending Jan. 30, 2010) 16% of the company's stores (including franchised locations) have this juvenile offering. This combined with the company's broadened toy offerings with increased exclusive and private label merchandise, opening of 91 pop-up, or temporary, stores during holiday 2009, and improved customer service have been credited with generating incremental traffic and sales in stores. In fiscal 2009, Toys' revenues declined 1.1% compared to the world toy market decline of 4% in 2009 as estimated by The NPD Group. The increased penetration of higher margin private label products combined with strong inventory controls and cost reduction efforts related to store labor, advertising and travel led to a 120 basis point expansion in EBIT margin to 5%. As a result of this and debt reduction of $349 million, leverage (defined as adjusted debt/EBITDAR) declined to 6.0 times in fiscal 2009 from 6.8x in fiscal 2008. Fitch expects Toys' adjusted debt/EBITDAR will continue to improve with leverage expected to decrease to 5.5x in fiscal 2010 based on the assumption of 2.5%-3% comparable store sales and a 50 basis point operating EBIT margin expansion. This is expected to be achieved through the company's continued rollout of side-by-side store conversions in fiscal 2010, expansion of its internet business by integrating online and store capabilities and launching e-commerce sites in international markets, and the continued implementation of holiday pop-up stores. Also, Toys' profit margins should continue to benefit from an increase in exclusive and private label products, ongoing supply chain efficiencies such as direct sourcing and cost control efforts such as the alignment of store staffing hours with traffic into the stores. In the event the company pays down debt in fiscal 2010, Toys' leverage could further improve from Fitch's anticipated levels. Toys' liquidity is supported by $1.1 billion of cash and cash equivalents as of Jan. 30, 2010 and $1.2 billion of availability under its various revolvers. At Jan. 30, 2010, Toys had availability of $749 million under its domestic $2.1 billion senior secured revolving credit facility, $71 million under its GBP124 million senior secured revolving credit facility, $222 million under its tranche 1 Toys-Japan credit line, and $146 million under its tranche 2 Toys-Japan credit line. In addition, Toys generated positive free cash flow of $822 million as a result of solid working capital management at the end of fiscal 2009. However, Fitch anticipates free cash flow generation will be in the range of $200 million-$300 million in the next two years, similar to historical levels, as the company reinvests in the business through increases in capital expenditures and inventory purchases. The company has $535 million and $1.3 billion of debt maturing in fiscal 2011 and fiscal 2012, respectively, which Fitch expects will be primarily refinanced. Of concern is the strong competition in the toy retailing business. Toys competes with a number of retailers, including other toy retailers, discounters, and catalog and internet businesses. During the holiday season, retailers dedicate more shelf space to the toy category and offer competitive prices to drive traffic into the stores. In addition, Toys' business is highly seasonal with more than 39% of its net sales and almost all of its earnings generated in the fourth quarter over the last three fiscal years. The ratings on the specific notes reflect Fitch's recovery analysis based on the enterprise value of the company and have been adjusted to reflect the upgrades of the IDRs. The enterprise value of $3.5 billion is based on a distressed EBITDA of $703 million and a market multiple of 5x in a distressed scenario. Applying this value (after subtracting the values associated with the notes at the property companies as described below) across the capital structure results in outstanding recovery prospects (91%- 100%) for the asset-based revolvers, which have been upgraded to 'BB/RR1' from 'B/RR3'. The revolvers are secured by inventory, receivables and certain Canadian real estate in North America and all assets in Europe. The secured term loan is secured by intellectual property and second liens on accounts receivable and inventory of TOY-Delaware and the guarantors, and has below- average recovery prospects (11%-30%) and is upgraded to 'B-/RR5' from 'CC/RR6'. The senior unsecured notes at TOY-Delaware have poor recovery prospects (less than 10%) and are upgraded to 'CCC/RR6' from 'CC/RR6'. The senior unsecured notes at the holding company level are structurally subordinated, and are upgraded to'CC/RR6' from 'C/RR6', also reflecting poor recovery prospects (less than 10%) in a distressed case. The ratings on the notes at the property companies reflect a net operating income (NOI) approach to assigning a value to the underlying assets whereby a capitalization rate is applied to the NOI of the properties to determine a going-concern valuation. This approach is consistent with how Fitch views recovery for other types of property companies such as REITs. Based on this analysis, the senior notes at Toys 'R' Us Property Company I have outstanding recovery prospects (91%-100%) and have been upgraded to 'BB/RR1' from 'B+/RR2'. These notes benefit from being the landlord of 359 locations leased by Toys Delaware. The senior notes at Toys 'R' Us Property Company II have superior recovery prospects (71%-90%) and are upgraded to 'BB-/RR2' from 'B+/RR2'. They benefit from being the landlord of 129 locations leased by Toys Delaware. TRIDIMENSION ENERGY: Files for Chapter 11 Reorganization -------------------------------------------------------- TriDimension Energy, L.P. and seven of its affiliated companies (Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Property Holdings, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, on May 21, 2010. Although the Company is continuing its discussions with various parties regarding strategic alternatives, which may include a potential sale of all or substantially all of its assets or a sale of the Company, the Company determined that, based on the Company's current financial condition, it was in the best interests of the Company and all of its stakeholders for the Company to seek relief under Chapter 11 of the United States Bankruptcy Code. The Company also announced that it has reached an agreement for, and obtained Bankruptcy Court approval of, Debtor-In Possession financing on an interim basis ("DIP Financing"). The Company will use the DIP Financing, along with cash from its continued operations, to continue its operations and meet its working capital needs, including the payment of employees' wages and salaries and the continuation of medical and other employee benefit programs, in the ordinary course of business. The Company also obtained approval of its first day motions filed with the Bankruptcy Court that will allow the Company to continue to conduct its business with minimal interruption. The Company expects that it will continue to manage its properties and operate its business as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code. The Company will continue to explore strategic alternatives with the assistance of Stephens Inc., its investment bankers, and FTI Consulting, Inc., its financial advisors. The Company's management and Board of Managers believe that the Chapter 11 proceedings will allow the Company to conduct a process that will facilitate the Company's efforts to maximize value for all its stakeholders. The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers, and has applied for approval of such engagements under the applicable procedural rules of the Bankruptcy Court. Such professionals will continue to assist the Company during its restructure process in accordance with their respective engagement agreements pending such approval. For more information concerning the bankruptcy cases of TriDimension Energy, L.P. and its seven affiliates, please visit the Company's claims and noticing agent's web site at www.bmcgroup.com/restructuring/restructuring.aspx and select "TriDimension Energy LP" from the Bankruptcy Case Info Finder. About Tridimension Energy TriDimension Energy, L.P. and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. UAL CORP: Congress Demands More Merger Info From UAL/Continental ---------------------------------------------------------------- U.S. House of Representatives Judiciary Committee Chairman John Conyers Jr. and Representative Henry Johnson, chairman of the competition policy subcommittee criticized United and Continental on May 26, 2010, for providing what the two lawmakers described as incomplete responses to the committee's questions on the merger, Josh Mitchell of Dow Jones Newswires reports. The lawmakers asserted that United and Continental failed to specify how many jobs would be lost in the Houston, Michigan area as a result of the deal and whether they planned to close any hubs, Mr. Mitchell discloses. A separate report from Reuters relates that United and Continental told the Congressional Judiciary Committee that they expect few layoffs from the integration of 87,000 employees and carrier operations because there are few overlapping routes and no common hubs. "This does not provide sufficient assurance that the companies are committed to protecting the salaries and benefits of their hardworking, union work forces," the lawmakers said in a joint statement, reports Dow Jones. In addition, the lawmakers said United and Continental refused to provide assurances that the companies would protect benefits of union members once the work forces are combined, including whether the highest salary structure of the two companies would be adopted, Mr. Mitchell notes. The lawmakers related that United and Continental told the Congressional Judiciary Committee that that promise would not allow proper flexibility to make business decisions, Reuters states. In response to the lawmakers' concerns, United said in a statement it was "respectful of the process" but that it would be "inappropriate for two separate companies to provide the answers they are seeking," Reuters relates. For its part, Continental said it intends to further address the Judiciary Committee's concerns at the June 16, 2010 scheduled hearing on the merger, Reuters notes. However, House Transportation Committee James Oberstar urged the Justice Department to reject the merger saying it would reduce competition, John Hughes of Bloomberg News relates. Mr. Oberstar wrote to the Justice Department, outlining his concerns regarding the proposed merger and called on the Justice Department "to be more serious" and "to use its authority or its antitrust powers," Mr. Hughes relates. Mr. Oberstar explained to reporters in a conference call that the merger would lead to higher fares, less service and more market power by global mega-carriers, Mr. Hughes discloses. "This transaction fundamentally alters the nature of competition in the domestic and international marketplace and should be stopped," Mr. Oberstar was quoted by Bloomberg as saying. "I would not support any miniscule alternatives, or even apparently larger ones to make the plan palatable. This is wrong," Mr. Oberstar elaborated at the conference call, Mr. Hughes relates. Mr. Oberstar previously objected at the time Delta Air Lines, Inc. and Northwest Airlines, Inc. were in the midst of negotiations for a possible merger, Mr. Hughes notes. Mr. Oberstar further commented that airlines were "whining" last year when they opposed his legislation, which is pending, to place limits on carriers' antitrust immunity for international alliances, Mr. Hughes relates. Senate to Probe into Proposed Merger The U.S. Senate Subcommittee on Antitrust, Competition Policy and Consumer Rights will examine the proposed merger deal between United Air Lines, Inc., and Continental Airlines, Inc., today, Reuters reports. The Senate committee on Commerce, Science and Transportation will also examine the financial state of the airline industry and the implications of consolidation, says the report. The report notes that antitrust experts believe the U.S. Department of Justice will clear the deal since there is little overlap of common routes and no shared hubs. Antitrust enforcers could require some divestiture to enhance competition, experts add, Reuters says. In response, Glenn Tilton, chairman, president and chief executive officer of UAL, said he is optimistic United's merger with Continental will win U.S. approval this year, John Hughes of Bloomberg News reports. According to Mr. Tilton, he has discussed the proposed merger with the staff at the Justice Department, and has listened to their questions about the merger, Mr. Hughes discloses. "My view remains very optimistic," Mr. Tilton said before reporters in Washington. "We can address the concerns that they have expressed well within the timetable and complete the transaction as planned in the fourth quarter," Mr. Tilton was quoted by Bloomberg as saying. Mr. Tilton and Jeff Smisek, Continental's chief executive officer are set to appear before the Senate hearing on the proposed merger scheduled today, Mr. Hughes notes. Mr. Tilton also believes that the U.S. antitrust review by the Justice Department will find little overlap between the two companies, Mr. Hughes relates. "There is no market that I believe won't lead itself to a very expedient and reasonable solution," elaborated Mr. Tilton, Mr. Hughes states. Mr. Hughes said Mr. Tilton looks forward to having a full and robust discussion on all of those threshold considerations. United and Continental's Merger Aims at Corporate Travel United and Continental are betting their enormous combined network will appeal to more companies as demand for business travel rebound from the recession in 2009, a Reuters report relates. According to the report, corporate travel is key to prosperity for major airlines and is the primary reason why United and Continental would want to create the world's largest airline. "This is one of the unheralded, unexposed parts of the business, where the airlines are very eager to become the preferred travel provider for key corporations," airline consultant Doug Abbey told Reuters. The report notes that air service accounts for 18% or about $50 billion of U.S. business travel spending globally, citing 2008 figures prepared by the National Business Travel Association. International Business Machines Corp., Boeing Co., General Electric Co., Exxon Mobil Corp. and Lockheed Martin Corp. were the top five companies for travel on U.S. airlines in 2008, according to Business Travel News' most recent survey data. Messrs. Tilton and Smisek said the merger would make the combined carrier more appealing to corporate travelers, Reuters relates. Citing a Business Travel News survey in November 2009, Reuters states that United and Continental received strong ratings from corporate clients for the strengths of their individual networks, partnerships and frequencies. Kevin Mitchell, president of Business Travel Coalition told Reuters that once United and Continental fully integrate and begin to realize more than $1 billion in annual revenue and cost improvements, they could pass savings along to companies that hold travel contracts with them. "In this case, an all-out-merger will allow them to integrate all their sales and all their marketing. That is more attractive," commented Mr. Mitchell, Reuters reports. About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Files With SEC Prospectuses on Proposed Merger -------------------------------------------------------- UAL Corp. submitted to the U.S. Securities and Exchange Commission prospectuses and business combinations on Form 425 from May 7 to 24, 2010, to provide more information on the proposed merger between United Air Lines, Inc., and Continental Airlines, Inc. Integration Planning The SEC filings note that Glenn Tilton and Jeff Smisek will lead the Integration Steering Committee that includes: (1) Kathryn Mikells, executive vice president and chief financial officer, and Pete McDonald, executive vice president and chief administrative officer from United; and (2) Zane Rowe, executive vice president and chief financial officer and Jim Compton, executive vice president and chief marketing officer from Continental. Pete McDonald for United and Lori Gobillot, Esq., staff vice president and assistant general counsel for Continental, will report to the Integration Steering Committee and lead the Integration Management Office or "IMO." The IMO will oversee the day-to-day integration planning and recommendations and will focus on identifying key strategic opportunities, including fleet planning, capital structure, product/service strategy and processes to create a stronger airline, better positioned to succeed in the competitive global aviation industry. The IMO will focus on five significant bodies of work: commercial, operations, corporate functions, IT and systems integration, and single operating certificate planning. Each of these functional areas will have dedicated co-leaders appointed by each company. The Carriers will keep employees informed as they determine the leaders of these teams, define the process and make progress along what will be a structured, phased approach to integration planning. Employee Groups With respect to their employees and unions representing them, United and Continental's goal is to combine each work group without delay after closing, and the timing of this process will probably be different for different work groups. Combining employees into a single workforce can be a complex process, however, that could take a year to complete, the Carriers said. The basic steps in this process include: * Seniority integration is led by the unions, and requires that the seniority lists of each work group be combined on a "fair and equitable' basis; the airlines usually do not participate in this process. * Determination of the post-merger representation status for each group by the National Mediation Board, which may require an election where the carriers have different unions or where one carrier's group is unrepresented. * Negotiation of a joint collective bargaining agreement for each work group covering the combined employees of the two airlines. Other Information UAL also filed a sample of a letter dated May 7, 2010, sent to its employees regarding the proposed merger. In addition, UAL distributed on May 17, 2010, sample letters to certain individuals and organizations to show their support to the merger. The letters are to be sent to the regulators, including the U.S. Department of Transportation that will review the transaction. United and Continental also updated frequently asked questions on Let's Fly Together Web site at www.unitedcontinentalmerger.com The prospectuses can be accessed for free at: * Integration Planning http://ResearchArchives.com/t/s?6330 * Employee Groups http://ResearchArchives.com/t/s?632f * Updated FAQs http://ResearchArchives.com/t/s?6331 * May 7 Letter to United's employees http://ResearchArchives.com/t/s?6332 * May 17 Sample Letters of Support http://ResearchArchives.com/t/s?6333 About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,400 daily departures throughout the Americas, Europe and Asia, serving 130 domestic and 132 international destinations. Continental is a member of Star Alliance, which provides access to more than 900 additional points in 169 countries via 24 other member airlines. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries roughly 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UNITED STATES: Judge Teel Dismisses Involuntary Petition -------------------------------------------------------- Clayton T. Utterback, Ryan T. Kirk and James P. Utterback, alleging they're owed money by the United States Department of the Treasury, took the bold step of filing an involuntary chapter 11 petition (Bankr. D.C. Case No. 10-00463) against the government earlier this month. This week, sua sponte, the Honorable S. Martin Teel dismissed the three alleged creditors' involuntary petition, explaining that: Under Sec. 303 of the Bankruptcy Code, an involuntary case may be commenced "against a person, except a farmer, family farmer, or a corporation that is not a moneyed, business, or commercial corporation, that may be a debtor under the chapter under which such case is commenced." Section 101(41) goes on to define the term "person" as "an individual, partnership, and corporation, but does not include a governmental unit," except in situations not applicable here. Because the Department of Treasury is not included in the definition of "person" and because an involuntary case may only be commenced against a person, as that term is defined in the Bankruptcy Code, dismissal of the case is appropriate. Judge Teel probably could have, but didn't, impose any sanctions. USEC INC: Toshiba & Babcock Deal Won't Move S&P's 'CCC+' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said that its rating and outlook on Bethesda, Md.-based USEC Inc. (CCC+/Developing/--) are not affected by the announcement that Toshiba Corp. and Babcock & Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co. , have signed a definitive investment agreement for $200 million with USEC. Under the terms of the agreement, Toshiba and B&W will each invest $100 million in USEC, spread out over three phases, each subject to certain closing conditions. The first phase is expected to close upon completion of specific closing conditions and obtaining necessary regulatory approvals. This is expected to occur in the third quarter of 2010. For their investment, the companies would receive convertible preferred stock as well as warrants to purchase shares of common stock, which would be exercisable in the future. In S&P's opinion, the investment is contingent on specific conditions, which may or may not transpire. If the required conditions are met, the company expects to realize proceeds from the first phase, totaling $75 million, no earlier than the third quarter of 2010. The developing rating outlook reflects the uncertainty surrounding the approval of the Department of Energy loan guarantee application. USEC anticipates that it will update its DOE loan guarantee application this summer as $2 billion in federal budget loan authority remains available under the 2008 solicitation for Front End Nuclear Fuel facilities. VALCOM INC: Posts $1.1 Million Net Loss in Q2 Ended March 31 ------------------------------------------------------------ ValCom, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1,074,510 on $170,971 of revenue for the three months ended March 31, 2010, compared with net income of $206,417 on $318,935 of revenue for the same period of 2009. The decrease in revenue was principally due to a decrease in auction and studio rental income. Loss from operations was $983,511 for the three months ended March 31, 2010, compared to loss from operations of $315,164 for the correspoding period of 2009. Other income decreased from $552,475 for the three months ended March 31, 2009, to $887 for the three months ended March 31, 2010. For the three months ended March 31, 2009, the Company settled a lawsuit and received a $550,000 settlement. The Company's balance sheet as of March 31, 2010, showed $1,319,682 in assets and $2,880,381 of liabilities, for a stockholders' deficit of $1,560,699. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?635a The Company incurred a net loss of $1,359,615 and negative cash flows from operations of $1,049,231 for the six months ended March 31, 2010, and had a working capital deficiency of $1,785,561 and an accumulated deficit of $22,048,655 at March 31, 2010. "These conditions raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?5849 Indian Rocks Beach, Fla.-based Valcom, Inc. (OTC BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully integrated, independent entertainment company that has been in operation since 1983. ValCom, Inc., through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of studio and rental, television and film, broadcasting, and live theater. On July 14, 2007, the Company voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company emerged from bankruptcy the following year. * * * As reported in the Troubled Company Reporter on March 2, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about ValCom, Inc. ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent auditors reported that the Company has suffered losses from operations and has a working capital deficit. VISTEON CORP: Amends Plan to Note of Alternative Proposals ---------------------------------------------------------- Visteon Corporation and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware a Third Amended Joint Plan of Reorganization and Disclosure Statement on May 24, 2010. The Third Amended Plan essentially still contemplates a "toggle" plan for the Debtors. It is comprised of two mutually exclusive sub-plans: the Rights Offering Sub Plan and the Claims Conversion Sub Plan. Pursuant to the Plan Support Agreement, the Toggle Plan has the support of more than two-thirds in the amount of the 12.25% Senior Note Claims and two-thirds in aggregate amount of the 7.00% Senior Notes Claims and 8.25% Senior Notes Claims, William G. Quigley, III, chief financial officer and executive vice president of Visteon, relates. The Debtors have affirmed the support of the Official Committee of Unsecured Creditors of the Toggle Plan. The Debtors disclose, under the Third Amended Plan, that they have executed a separate Plan Support Agreement with the Creditors Committee. It is clarified though that the Creditors Committee Plan Support Agreement terminates automatically if the Note Holder Plan Support Agreement is terminated under certain conditions. The Third Amended Disclosure Statement has these additional disclosures: 1. Alternative plan proposals from the term loan lenders and Johnson Controls Inc. 2. Stock grants under the under the Management Equity Incentive Program 3. Additional duties for the Oversight Committee 4. Estimated recovery for Class H General Unsecured Claims 5. Estimated amounts for certain classes of Claims 6. Method used under the Discounted Cash Flow Analysis The Third Amended Disclosure Statement also reflects the developments that occurred in the Debtors' cases since the filing of the last plan version. Among those events are: 1. The Court's approval of the Debtors' reconsideration motion on the Pension Committee Order; 2. The Court's denial of the request for a bankruptcy examiner appointment; 3. The Court's denial of the request for the appointment of an official committee of equity holders; 4. The Court's denial of the request for a termination of the exclusivity periods; and 5. The extension of the term of the Debtors' DIP Financing Facility with Wilmington Trust and other lender parties through August 18, 2010. Alternative Plan Proposals The Third Amended Disclosure Statement elaborates on the alternative plan proposals the Debtors received from the Term Loan Lenders and Johnson Controls Inc.: * Proposals from the Term Loan Lenders The Debtors relate that they received two proposals from the steering committee of the Term Loan Lenders. The first proposal, through a letter dated April 16, 2010, proposes that the Debtors confirm the Claims Conversion Sub Plan, modified to offer Eligible Holders of Allowed Senior Notes Claims the option to purchase their respective pro rata shares of the equity that would otherwise be distributed to the Term Loan Lenders. The fees payable to the Investors and certain financial advisors under the Equity Commitment Agreement pursuant to the Toggle Plan would not be payable under this proposal and the Term Loan Lenders thus believe the proposal would result in significant fee reductions payable by the Debtors' estates. The Debtors, however, rejected the proposal and believe the fees associated with the Rights Offering Sub Plan are appropriate given, among other things, the infusion of $1.250 billion in new capital from the Rights Offering, whereas the Claims Conversion Sub Plan would not generate that capital. A full-text copy of the April 16 Letter is available for free at: http://bankrupt.com/misc/Visteon_April16Letter.pdf The second proposal, made by a letter dated May 7, 2010, proposed an alternative plan based on the Rights Offering Sub Plan, whereby the Term Loan Lenders would serve as direct investors and backstop parties for the Rights Offering, without the requirement of any fees, Debtor covenants, conditions for financing, or credit approvals. Under this proposal, Allowed Senior Notes Claims would receive 15% of the Distributable Equity, with the Rights Offering otherwise fully available to Eligible Holders of Allowed Senior Notes Claims as provided in the Rights Offering Sub Plan. A full-text copy of the May 7, 2010 letter is available for free at: http://bankrupt.com/misc/Visteon_May7Letter.pdf * Proposal from Johnson Controls On May 7, 2010, the Debtors received an unsolicited preliminary proposal from Johnson Controls, Inc. to purchase certain assets associated with the Debtors' interiors and electronics business. On May 17, 2010, the Debtors sent a letter to JCI seeking additional information regarding the proposal. JCI sent the Debtors a response on May, 20, 2010, that answered some of the Debtors' questions but still lacked certain essential information. The response did, however, make clear that JCI would not assume liabilities for employee pension benefits, OPEB, any long-term debt, or any liabilities or Claims that related to conduct or products of the business prior to the closing date of the sale. According to the Debtors, it is unclear at this point whether the JCI proposal holds out any real prospect of enhancing the value of their estates. The Debtors maintain that JCI is a direct competitor that stands to benefit by introducing delay and complexity at a critical point in their reorganization process. The Debtors relate that they have had extensive and difficult experiences with JCI in prior transactions and accordingly are mindful that exploring a transaction of this size and scope late in these Chapter 11 cases and at a critical juncture could distract the company from its preliminary objective of completing the ongoing reorganization process in a manner that enhances value for all of the Debtors' stakeholders. The Debtors anticipate continued discussions with JCI and to the extent they deem the proposal superior to the Plan, the Debtors may choose to pursue the proposal instead of moving toward confirmation of the Plan pursuant to the fiduciary-out provisions of both the Plan Support Agreement and the Committee Plan Support Agreement. Nevertheless, the Debtors maintain that they will move toward confirmation of the Plan during the course of further discussions with JCI and are confident that their customers and global joint venture partners will continue to support their reorganization process and goal of a near- term emergence through the Plan. Plan Support Agreements The Third Amended Disclosure Statement reflects the position of the Term Loan Lenders to the proposed Plan Support Agreements. The Term Loan Lenders believe that the plan support agreements (x) contain no definitive date by which the new capital must be delivered; (y) excuse the Investors from any liability for breach of their commitments, and (z) would likely suspend confirmation in the event the Investors or Note Holders litigate regarding the toggle. The Debtors believe the Term Loan Lenders completely misinterpret the Equity Commitment Agreement and the Plan Support Agreement and disagree with the Term Loan Lenders' assertions. Management Equity Incentive Program Based on the Valuation Analysis, the initial restricted stock grants equal to 3% and 2.5% of New Visteon Common Stock under the Rights Offering Sub Plan and Claims Conversion Sub Plan would be worth between $42.15 million and $48 million after the three-year vesting period. Under both the Rights Offering Sub Plan and Claims Conversion Sub Plan, approximately 22% of the initial restricted stock grant will be distributed to the Debtors' Chief Executive Officer, which would equate to an approximate value of $9.273 million to $10.560 million after the three year vesting period. The remaining New Visteon Common Stock that the New Board may allocate to the Management Equity Incentive Program in its discretion would be worth between $98.35 million and $144 million after the three-year vesting period. Aurelius Capital Master, Ltd., ACP Master, Ltd., and Aurelius Convergence Master, Ltd., holders of Visteon Corporation's common stock, believe that the Distributable Equity Value of the Reorganized Visteon is substantially higher than the Debtors' estimate of $1.405 billion to $1.920 billion and accordingly, believe that the 10% of New Common Stock that could be issued under the Management Equity Incentive Program is worth substantially more than $140.5 million to $192 million, the value based on the Debtors' Valuation Analysis. The Debtors believe their Valuation Analysis is accurate, and reflects the value of the Management Equity Incentive Program. The Debtors thus dispute Aurelius' valuation conclusions. Role of the Oversight Committee Pursuant to the Third Amended Plan, a post-Effective Date committee consisting of no more than three members of the Official Committee of Unsecured Creditors will be selected to compose the Oversight Committee. The Oversight Committee will have the right to monitor the manner and timing of the processing of the allowance and disallowance of Class H Claims and the manner and timing of distributions under the Plan to holders of Allowed Class H Claims, and to receive from the Reorganized Debtors upon reasonable request information, and be heard by the Bankruptcy Court. The Oversight Committee will also have the right to object and be heard by the Bankruptcy Court with respect to any reconciliation or resolution of any Disputed Claim that is a Class H Claim that has a face amount as filed of greater than or equal to $2.0 million, provided that Claim is not a Trade Claim, subject to the Reorganized Debtors' business judgment to reconcile or resolve any Claim. The Oversight Committee will automatically dissolve following the reconciliation or resolution and final distribution under the Plan on account of all Class H Claims. Treatment of Claim Class F, G, H Holders of Class H General Unsecured Claims are projected to receive a 50% recovery on their Claims based on the Debtors' estimate. The Debtors clarify that to the extent the amount of Allowed Class H General Claims exceeds $282 million, a 69% increase over the Debtors' high-end Claims projection, holders of Allowed Class H General Unsecured Claims would receive less than a 50% recovery on their Claims. The Debtors also clarify that for holders of Class F and G Noteholder Claims, they will receive their pro rata allocation of 5% of the Distributable Equity Value and pro rata allocation of Subscription Rights. Claim Amount Estimate Under the Claims Conversion Sub Pan, Administrative and Professional Claims are estimated to aggregate $105 million; DIP Facility Claims $75 million; and Priority Tax Claims $5.3 million. The estimated amount of Administrative and Professionals Claims under the Rights Offering Sub-Plan is $225 million, from a previous estimate of $105 million. Discounted Cash Flow Analysis The Debtors disclose that the Discounted Cash Flow Analysis utilized the perpetuity growth method and thus, terminal value is estimated using a long-run growth rate for the period beyond the Projection Period (beyond 2013). The Valuation Analysis uses a perpetuity growth rate for free cash flow of 0.0% - 2.0%. The discount rate range was calculated based on assumed cost of debt and the Capital Asset Pricing Model using the companies identified for the Comparable Companies Analysis in benchmarks. Projected cash pension payments were discounted on a similar basis at the overall DCF discount rate range of 14% - 16%. Clean and blacklined copies of the Third Amended Plan are available for free at: http://bankrupt.com/misc/Visteon_3rdAmendedPlan.pdf http://bankrupt.com/misc/Visteon_3rdAmendedPlanBlack.pdf Clean and blacklined copies of the Third Amended Disclosure Statement are available for free at: http://bankrupt.com/misc/Visteon_3rdAmendedDS.pdf http://bankrupt.com/misc/Visteon_3rdAmendedDSblack.pdf 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: Court Adjourns Plan Outline Hearing to June 14 ------------------------------------------------------------ Bankruptcy Judge Christopher S. Sontchi for the District of Delaware has further continued the hearing to consider the adequacy of the Disclosure Statement explaining the Chapter 11 Plan of Visteon Corporation and its debtor affiliates to June 14, 2010, at 10:00 a.m. The Court ordered the adjournment at a May 24, 2010 hearing after lawyers for secured lenders and shareholders said they can match the provisions of the existing Visteon Plan without costing the company millions of dollars in fees and expenses, Randall Chase of the Associated Press reported. The existing Visteon Plan contemplates that senior noteholders get a 95% stake of the company if they can raise $1.25 billion to pay off secured lenders. The other bondholders would get the remaining 5%. The adequacy hearing for the Plan Disclosure Statement has been adjourned several times since January 2010, with the most recent adjournment set for May 24, 2010. However, shareholders and secured lenders argued for more time and urged the Bankruptcy Court not to approve plan financing agreements or funding proposals that would lock Visteon into fees that some argued could approach $100 million, Reuters said in a separate report. The hearing adjournment also comes in light of a $1.25 billion offer Johnson Controls Inc. said it made for Visteon's automotive interiors and electronics business in early May. JCI made public its offer just three days before Court was due for another adequacy hearing on the Disclosure Statement. In a subsequent statement, JCI said it is willing to increase its offer for the Visteon assets after it has completed due diligence. With the adjournment of the Disclosure Statement Hearing, Judge Sontchi advised Visteon to resume negotiations with parties-in- interest to improve on the funding proposal of its bankruptcy plan, Tom Halls of Bloomberg News said in a separate report. "What is the hurry?" Bloomberg News quoted Judge Sontchi, referring to Visteon's expedited move to obtain approval of its Disclosure Statement. "Why today? Why not three, four weeks from now and allow the negotiations to continue to percolate?" AP quoted Judge Sontchi as asking Visteon attorney Marc Kieselstein, Esq., of Kirkland & Ellis, LLP, at the May 24 hearing. Mr. Kieselstein responded by saying that the term lenders and shareholders don't have a formal plan proposal, and that Visteon is experiencing stresses on its business with Nissan and Ford having expressed concern on the pace of Visteon's bankruptcy proceedings, according to AP. Visteon is also skeptical whether JCI can make good on its offer to buy two of Visteon's business units. Shareholders' Proposal Sabin Willet, Esq., of Bingham McCutchen, LLP, as counsel for the administrative agent of Visteon's secured lenders, brought to the Court's attention the plan proposal of a certain shareholder group by a letter dated May 23, 2010. The Secured Lenders said they have reviewed the shareholder proposal and believe that it is "potentially constructive." The shareholder group reportedly owns 13% of Visteon's existing common stock. Bill Rochelle of Bloomberg News reports that if the shareholders succeed, their plan would leave reorganized Visteon with $210 million in debt, rather than $400 million. The shareholder group also proposes to backstop a $395 million offering while charging no fees, the report notes. For their offer, the shareholders would buy at least $175 million in new Visteon common stock and assure that there is a $210 million secured loan available on Visteon's exit from Chapter 11, Bloomberg relates. The shareholder proposal would give 10% of the Visteon stock to noteholders, rather than just 5% as contemplated under the existing Visteon Plan, Bloomberg notes. It would also allow noteholders to participate in a $950 million equity rights offering. JCI's $1.25 Bil. Offer Johnson Controls, Inc., said May 21 it sent a letter to Visteon expressing interest in acquiring Visteon's interiors and electronics businesses. Johnson Controls is offering $1.25 billion in cash for the businesses, subject to due diligence, the execution of a definitive agreement and the approval of the Johnson Controls Board of Directors. Johnson Controls initially contacted Visteon regarding its interest in the interiors and electronics businesses in January 2010 and made subsequent contacts on May 7 and May 20. No other terms or details of the proposed transaction have been disclosed, pending customary due diligence and negotiations. Wachtell, Lipton, Rosen & Katz and JPMorgan Securities have been retained by Johnson Controls to assist in the transaction. Visteon responded in a statement that despite its request for additional clarification, Johnson Controls' proposal continues to lack important information and remains highly conditional. "It is unclear at this point whether this proposal holds out any real prospect of enhancing value to Visteon's constituents." Visteon added that this proposal has surfaced very late and at a critical point in our Chapter 11 process. Johnson Controls is a direct competitor that stands to benefit by introducing delay and complexity into the Visteon reorganization process. Visteon has had extensive and difficult experiences with Johnson Controls in prior transactions. 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: JCI Offer Shows Greater Value, Say Shareholders ------------------------------------------------------------- In a supplemental objection to the disclosure statement explaining the Chapter 11 plan of Visteon Corp., Aurelius Capital Master, Ltd., ACP Master, Ltd., and Aurelius Convergence Master, Ltd. asserts that the offer from Johnson Controls, Inc., confirms the suggestion that Visteon's operations have substantially greater value that the Debtors have acknowledged to date. As widely reported, JCI made public its interest in acquiring Visteon's interiors and electronics businesses for $1.25 billion. "[The JCI offer] further supports the position, set forth in the objection previously filed by Aurelius Capital Master, ACP Master, and Aurelius Convergence Master on May 18, 2010, that the Second Amended Plan cannot be confirmed because Visteon's enterprise value substantially exceeds the amount of its debt, leaving significant value for shareholders," Blake M. Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware -- mbcleary@cyst.com -- as counsel to the Aurelius Entities maintains. The Second Disclosure Statement should be supplemented with additional disclosure on the JCI issue, the Aurelius Entities insist. In particular, Mr. Cleary notes, the Disclosure Statement must contain these additional disclosures: * the status of negotiations between Visteon and Johnson Controls for the sale of Visteon's interiors and electronics businesses; * what value is attributed to the interiors and electronics businesses in Rothschild Inc.'s estimate of total enterprise value in the Disclosure Statement; and * how the sale of the interiors and electronics businesses for $1.25 billion would effect Rothschild's estimated TEV for the Debtors of between $1.98 billion and $2.345 billion. 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) WARREN 8: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Warren 8, LLC 551 Park Avenue, Suite 1 Scotch Plains, NJ 07076 Bankruptcy Case No.: 10-25976 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Kim R. Lynch, Esq. Forman Holt Eliades & Ravin LLC 80 Route 4 East, Suite 290 Paramus, NJ 07652 Tel: (201) 845-1000 Fax: (201) 845-9112 E-mail: klynch@formanlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company says that assets total $4,122,100 while debts total $8,503,651. A copy of the Company's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-25976.pdf The petition was signed by Frank L. Mazzeo, managing member. WESTGATE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Westgate Properties, Ltd. P.O. Box 2255 Sandusky, OH 44871-2255 Bankruptcy Case No.: 10-33604 Chapter 11 Petition Date: May 25, 2010 Court: U.S. Bankruptcy Court Northern District of Ohio (Toledo) Judge: Richard L Speer Debtor's Counsel: Jonathan P. Blakely, Esq. Weston Hurd, LLP The Tower at Erieview 1301 East 9th Street, Suite 1900 Cleveland, OH 44114-1862 Tel: (216) 687-3311 Fax: (216) 621-8369 E-mail: jblakely@westonhurd.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb10-33604.pdf The petition was signed by Joseph F. Yost III, managing member. YREKA RV: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Yreka RV Park LLC 767 Montague Rd Yreka, CA 96097 Bankruptcy Case No.: 10-33721 Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Michael S. McManus Debtor's Counsel: Jamie P. Dreher, Esq. 621 Capitol Mall 18th Fl Sacramento, CA 95814 Tel: (916) 444-1000 Fax: (916) 444-2100 E-mail: jdreher@downeybrand.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 9 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/caeb10-33721.pdf The petition was signed by Roger Akkerman, managing member. * BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors, Volumes I and II ------------------------------------------------------------------ Author: James Avery-Webb Publisher: Beard Books Softcover: 788 pages for both volumes Price: $34.95 each volume; $49.95 set Review by Henry Berry Voluntary Assignments for the Benefit of Creditors is a 1999 update of the classic nineteenth-century work on the important financial and business instrument known as "voluntary assignments." The author of the original edition was Alexander M. Burrill, a noted legal scholar who also wrote a law dictionary and several other texts. Voluntary Assignments for the Benefit of Creditors is now in its sixth edition, with Avery-Webb authoring the update. As defined by the authors, voluntary assignments for the benefit of creditors are "transfers, without compulsion of law, by debtors, of some or all of their property to an assignee or assignees, in trust to apply the same, or the proceeds thereof, to the payment of some or all of their debts, and to return the surplus, if any, to the owner." Voluntary assignments offer businesspersons from small business owners to corporate executives great flexibility in raising capital. Considering the many ways that businesses can enter into voluntary assignments, the different ways of valuing properties "assigned," and the changing value of these properties over time, the law governing voluntary assignment is complex. The authors tackle the subject of voluntary assignments in all its breadth and depth. During the 1800s, when Burrill's work first came out, there were innumerable cases dealing with voluntary assignments. The case law of the 1800s remains authoritative, informative, and instructive today. To render it comprehensible, the authors break down the subject matter into its many facets, thereby allowing lawyers and others to quickly reference areas of interest. These cases are listed alphabetically, and comprise more than fifty pages in a front section titled "Table of Cases." Cases are also referred to in the text proper and in copious footnotes. The format of the text, including the footnotes, is the standard followed by many legal texts and handbooks, notably the multi- volume American Jurisprudence. The sections are numbered consecutively in forty-five chapters. There are 458 sections in all. The sections are relatively short, even though the subject of voluntary assignments is complex and there is bountiful case law. Readers can peruse general topics such as execution of the assignment, construction of assignments, sale of the assigned property, and the rights, duties, and powers of the assignee. More specific, detailed topics can be accessed using the index. There are two appendices. The first contains synopses of the statutes of every state and territory on voluntary assignments. The second appendix contains nearly thirty standard forms that can be used for various aspects of assignments. Although voluminous and rigorous in its commentary and legal citations, the two-volume Voluntary Assignments for the Benefit of Creditors is neither dense nor ungainly. Like a good lawyer breaking down a case so it can be comprehended by a jury of average persons, so does Burrill and Avery-Webb deal with the topic of voluntary assignments. Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career as a prominent attorney in New York City. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***