/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100601.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 1, 2010, Vol. 14, No. 150 Headlines 155 EAST TROPICANA: Posts $3.9 Million Net Loss for March 31 Qtr ADVANTA CORP: Inks 5-Month Lease Agreement with TCA Plymouth AGY HOLDING: Posts $5 Million Net Loss for March 31 Quarter AIRCRAFT SEAL: Involuntary Chapter 11 Case Summary AIRTRAN HOLDINGS: Biggins & 2 Others Named Class 3 Directors ALLEN CAPITAL: Court Extends Plan Filing Exclusivity to July 31 ALMATIS BV: Dubai International to Complete Plan Proposal ALMATIS BV: U.S. Court Enters Order Imposing Injunction ALMATIS BV: Wins Final Approval to Cash Collateral Access ALMATIS BV: Wins U.S. Court's Final Approval to Pay Employees AMERICA'S SUPPLIERS: Swings to $22,251 Net Income in Q1 2010 AMERICAN TONERSERV: Posts $2.8 Million Net Loss in Q1 2010 AMH HOLDINGS: Posts $18.6 Million Net Loss for April 3 Quarter AMR CORP: Cornerstone Strategy Results to $500MM in Annual Savings ANTOINE WALKER: Foreclosure Prompts Bankruptcy Filing ATLANTIC FACILITIES: Plan Confirmation Hearing Set for July 6 BANKUNITED FIN'L: Committee Sues FDIC over Ownership of D&O Claims BASHAS' INC: Financing Woes Delaying Chapter 11 Emergence BERNARD MADOFF: Trustee Sues to Stop 12 Creditor Suits BIO-KEY INTERNATIONAL: Earns $1.0 Million in Q1 2010 BLUE HERON: Wants Until July 31 to File Reorganization Plan BOCA BRIDGE: Involuntary Chapter 11 Case Summary BONDEX INTERNATIONAL: Files for Ch. 11 to Resolve Asbestos Claims CAMTECH PRECISION: Gets Interim OK to Hire Kelley as Gen. Counsel CANWEST GLOBAL: Canada Court OKs C$1.1 B Bid for Newspaper Assets CANWEST GLOBAL: Court Sanctions CCAA Plan of Senior Lenders CANWEST GLOBAL: Creditors' Meeting Scheduled for June 10 CARBON GREEN: Posts $2.0 Million Net Loss in Q3 Ended March 31 CARIAN MANAGEMENT: Taps C. Conde as Bankruptcy Counsel CAROLINA PARK: Court Extends Schedules Deadline Until June 15 CARLONA PARK: Wants to Hire Levy Law as Bankruptcy Counsel CATALYST PAPER: Files Indenture of Class B 11% Sr. Notes 2016 CATHOLIC CHURCH: Court Names Gross & Rutter as Wilm. Mediator CATHOLIC CHURCH: Wilmington Lay Employees Committee Formed CATHOLIC CHURCH: Proposes July 30 Extension of Removal Period CATHOLIC CHURCH: Delaware Court Allows $6.9MM Withdrawals CHA HAWAII: Management Plan Confirmed over St. Francis's CHEM RX: Taps KCC as Claims & Noticing Agent CHEM RX: Wants Robert Rosenfeld as Chief Restructuring Officer CIRTRAN CORPORATION: Posts $922,297 Net Loss for March 31 Qtr CITIGROUP INC: To Issue and Sell $1.5 Billion Debt Securities CITIZENS REPUBLIC: DBRS Downgrades Ratings to 'B' CONGOLEUM CORP: Files Feasibility Analysis Prepared by SGS Capital CONSTELLATION BRANDS: Fitch Issuer Default Rating to 'BB' COUNTRY CLUB: Emerges from Chapter 11 Protection COYOTES HOCKEY: Glendale Puts $25 Million into Escrow Account CRDENTIA CORP: Wins Confirmation of Sale-Based Plan CROWN CORK: Moody's Upgrades Corporate Family Rating to 'Ba2' CRYSTAL SPRINGS: Taps Polsinelli Shughart as Bankruptcy Counsel CRYSTAL SPRINGS PHASE I: Court OKs Polsinelli as Bankr. Counsel CYNERGY DATA: Seeks July 30 Extension of Plan Exclusivity DUNHILL ENTITIES: To Sell Ala. Petroleum Terminals for $40.5MM ELECTRICAL COMPONENTS: Moody's Assigns 'B2' Corp. Family Rating ELECTROGLAS INC: Wins Confirmation of Liquidation Ch. 11 Plan FLYING J: Plan Exclusivity Will Expire June 22 F&M BANK-IOWA: Fitch Withdraws Low-B Ratings FORD MOTOR: Shareholders Elect 13 Directors FORUM HEALTH: Nurses Assoc. Approves Ardent Medical's Final Offer FONTAINEBLEAU LV: Ch. 7 Trustee Taps Kapila as Fin'l Advisor FONTAINEBLEAU LV: Submits List of Unpaid Debts & New Creditors GENERAL GROWTH: Hasn't Waived Debt Conversion, Judge Says GENERAL MOTORS: Bates White Tapped for Asbestos Debts Valuation GENERAL MOTORS: Discusses Plan of Liquidation with Committee GENERAL MOTORS: Hires Hamilton as Asbestos Claims Consultant GENERAL MOTORS: Wins Nod to Hire Deloitte as Tax Advisor GENERAL MOTORS: To Invest C$245 Million at Ontario Plant GENERAL MOTORS: U.S. Treasury to Pick Lead Bank for IPO GOLDEN EAGLE: Chisholm Biefwolf Raises Going Concern Doubt GOLDEN EAGLE: Posts $630,822 Net Loss in Q1 2010 HAWKEYE RENEWABLES: Files Amended Plan of Reorganization HAWKEYE RENEWABLES: Reaches Settlement with Lenders HEALTHSOUTH CORP: Presents at Baird's Growth Stock Conference HEREFORD INSURANCE: A.M. Best Affirms FSR of 'C++' IMAGE METRICS: Posts $2.8 Million Net Loss in Q2 Ended March 31 INTERNATIONAL COAL: Names Bezik and Catacosinos as Directors KEMET CORP: Posts $69.4 Million Net Loss in Fiscal 2010 LEHMAN BROTHERS: Gets Approval of Fenway Settlement LEHMAN BROTHERS: June 2 Claims Bar Date for Merit LLC, et al LEHMAN BROTHERS: Receives OK to Transfer Loans of VFT 2007-1 LEHMAN BROTHERS: Wins Nod of $99MM Settlement with Millennium LEXINGTON PRECISION: Wins Approval of Plan Outline LOCKWOOD AUTO: Trustee's Fraudulent Transfer Suit Going to Trial MARKETXT HOLDINGS: S.D.N.Y. Affirms Retroactive Relief from Stay MEDIMEDIA USA: Moody's Downgrades Corporate Family Rating to 'B3' MESA AIR: Will Continue to Fly for Delta Until Aug. 31 MIDWAY GAMES: Creditors Panel Has Settlement with Redstone MILACRON INC: Filing of Q1 2010 Will Be Delayed MISSISSIPPI RIVER: Sells Assets to Wayzata Unit for $8.2 Mil. MOUNT VERNON: Files for Chapter 11 Bankruptcy in New York MUNICIPAL MORTGAGE: Expects "Going Concern" in 2009 Annual Report NEFF CORP: Seeks to Pay Performance Bonuses to Key Executives NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating NUGEN HOLDINGS: Posts $492,440 Net Loss in Q2 Ended March 31 OSAGE EXPLORATION: Posts $1 Million Net Loss for March 31 Quarter OSI RESTAURANT: Swings to $978,000 Net Loss in Q1 2010 OWENS CORNING: New Facility Won't Affect Moody's 'Ba1' Rating PATIENT SAFETY: Posts $393,546 Net Income for March 31 Quarter PENN TREATY: Insurance Commissioner Sues to Recover $2 Million POSITIVE OF LEWER: A.M. Best Affirms FSR of 'B' PRIME STAR: Gruber & Company Raises Going Concern Doubt PRIVATE MEDIA: Posts EUR1.2 Million Net Loss in Q1 2010 RAFAELLA APPAREL: Posts $975,000 Net Income for March 31 Quarter RANGERS EQUITY: Involuntary Chapter 11 Case Summary RC SOONER: Files Schedules of Assets and Liabilities RC SOONER: Gets Final OK to Incur DIP Loan from AllStar Capital RCC NORTH: Amends List of Largest Unsecured Creditors RCC NORTH: Wants Access to Rents and Other Income of Properties REMEDIAL CYPRUS: May Sell Support Vessels to Bondholders ROCK & REPUBLIC: Richard Koral to Remain as Exclusive Distributor RPM INT'L: 2 Units File for Ch. 11 to Resolve Asbestos Claims SAINT VINCENTS: Committee Proposes Houlihan as Fin'l Advisor SAINT VINCENTS: Creditors Committee Proposes Akin Gump as Counsel SAINT VINCENTS: Files Omnibus Objection to Lift Stay Motions SAINT VINCENTS: MedMal Trust Monitor's Statement on Insurance SAINT VINCENTS: Ombudsman Has Report on Possible Compromise SEMINOLE CASUALTY: A.M. Best Downgrades FSR to 'C+' SEVEN BANCORP: Posts $528,000 Net Loss for March 31 Quarter SPEEDUS CORP: Posts $1.0 Million Net Loss in Q1 2010 SPHERIS INC: Seeks First Exclusivity Extension STATION CASINOS: Disclosure Statement Hearing on June 10 STATION CASINOS: Further Revises 2nd Compromise Pact with PropCo STATION CASINOS: Law Debenture Objects to Plan Outline STATION CASINOS: Plan Exclusivity Extended STRIKEFORCE TECH: Posts $557,493 Net Loss for March 31 Quarter SUMMIT HOTEL: Posts $4.7 Million Net Loss for March 31 Quarter TAYLOR-WHARTON: Wins Confirmation of Reorganization Plan TEARLAB CORPORATION: Board Approves Amended 2002 Stock Option Plan TEXAS RANGERS: Lenders Try to Send Equity Owners to Ch. 11 TEXAS RANGERS: Gets $21.5 Million Financing from League TIB FINANCIAL: Posts $5.1 Million Net Loss in Q1 2010 TOYS 'R' US: Fitch Puts 'B' IDR on Positive Watch TOYS 'R' US: Moody's Reviews 'B2' Corporate for Upgrade TRIBUNE CO: Proposes Valuation Work for Ernst & Young TRIDIMENSION ENERGY: Gets $2.15 Million Interim Loan Approved TRONOX INC: Anadarko, Kerr-McGee Try Again to Dismiss Suit US ANTIMONY: Posts $84,117 Net Loss in Q1 2010 US ANTIMONY: Posts 484,117 Net Loss for March 31 Quarter US FIDELIS: Court Allows Committee to Investigate and Sue UTGR INC: Gets Legislation Need for Plan Confirmation WASHINGTON MUTUAL: Seeks to Move Plan Hearing to Aug. 2 WASHINGTON MUTUAL: U.S. Trustee Raises Objections to Plan Outline WASHINGTON MUTUAL: Senior Noteholders Join Calls for Conversion WASHINGTON MUTUAL: Equity Committee Wants to Probe Management * Bank Failures This Year Now 78 as 5 Banks Shut Friday * S&P's 2010 Global Defaults Tally Now at 34 * Large Companies With Insolvent Balance Sheets ********* 155 EAST TROPICANA: Posts $3.9 Million Net Loss for March 31 Qtr ---------------------------------------------------------------- 155 East Tropicana LLC filed its quarterly report on Form 10-Q, reporting a $3.9 million net loss on $11.2 million of net operating revenues for the three months ended March 31, 2010, compared with a $4.0 million net loss on $13.3 million of net operating revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $122.7 million in total assets and $171.8 million in total liabilities, for a stockholder's deficit of $49.0 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?638c About 155 East Tropicana Las Vegas, Nev.-based 155 East Tropicana, LLC, was formed in June 2004 to acquire the Hotel San Remo Casino and Resort, a casino hotel located in Las Vegas, Nevada, from Eastern & Western Hotel Corporation. The Hotel San Remo was renovated and re- branded and is now known as Hooters Casino Hotel. * * * According to the Troubled Company Reporter on April 22, 2010, Moody's Investors Service has withdrawn the ratings of 155 East Tropicana LLC for business reasons. These ratings were withdrawn: Corporate family rating at Ca; Probability of default rating at Ca/LD; $130 million 8.75% senior secured notes due 2012 rating at C (LGD5; 72%); SGL-4 Speculative Grade Liquidity rating, and Negative rating outlook. The last rating action was on May 7, 2009, when Moody's lowered 155 East Tropicana's probability of default rating to Ca/LD from Ca. ADVANTA CORP: Inks 5-Month Lease Agreement with TCA Plymouth ------------------------------------------------------------ In a regulatory filing Friday, Advanta Corp. disclosed that on May 25, 2010, it entered into a Lease Agreement with TCA Plymouth, LP. Advanta Corp. says that by entering into the Lease Agreement, the Company and its subsidiaries will substantially reduce the ongoing expenses associated with their operations during the pendency of their Chapter 11 cases. The lease is for roughly 12,000 square feet of office space located in the Plymouth Corporate Center, at 625 W. Ridge Pike, City of Conshohocken, Township of Plymouth, County of Montgomery, Pennsylvania. The lease term commences June 1, 2010, for a period of five (5) months, subject to adjustment or earlier termination as provided in the Lease Agreement. The monthly rent is roughly $25,000. A full-text copy of the Lease Agreement is available for free at: http://researcharchives.com/t/s?6384 Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. In June 2009, the Federal Deposit Insurance Corporation placed significant restrictions on the activities and operations of Advanta Bank Corp., a wholly owned subsidiary of the Company, as the Bank's capital ratios were below required regulatory levels. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank Corp. The petition says that Advanta Corp.'s assets totaled $363,000,000 while debts totaled $331,000,000 as of Sept. 30, 2009. AGY HOLDING: Posts $5 Million Net Loss for March 31 Quarter ----------------------------------------------------------- AGY Holding Corp. filed its quarterly report on Form 10-Q, showing a net loss of $5.0 million on $45.5 million of net sales for the three months ended March 31, 2010, compared with a net loss of $2.6 million on $39.6 million of net sales during the same period a year earlier. The Company's balance sheet at March 31, 2010, showed $327.6 million in total assets and $295.8 million in total liabilities, for a stockholders' equity of $20.6 million. A full-text copy of the company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?638d About AGY Holding Aiken, South Carolina-based AGY Holding Corp. manufactures advanced glass fibers that are used as reinforcing materials in numerous diverse, high-value applications, including aircraft laminates, ballistic armor, pressure vessels, roofing membranes, insect screening, architectural fabrics, and specialty electronics. AGY is focused on serving end-markets that require glass fibers for applications with demanding performance criteria, such as the aerospace, defense, construction, electronics, automotive, and industrial end-markets. * * * As reported by the Troubled Company Reporter on December 28, 2009, Standard & Poor's Ratings Services lowered its ratings on AGY Holding Corp., including its corporate credit rating, to 'CCC+' from 'B'. "The downgrade follows S&P's ongoing concern on operating performance, including S&P's expectation for very weak credit metrics for 2009, weak liquidity relative to interest payments and operating requirements in 2010, and integration concerns related to the large $72 million acquisition -- with a $20 million cash component -- of AGY Hong Kong Ltd.," said Standard & Poor's credit analyst Paul Kurias. AIRCRAFT SEAL: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: Aircraft Seal and Gasket Corporation 1478 Davril Circle Corona, CA 92880 Tax ID / EIN: 88-0381619 Bankruptcy Case No.: 10-25937 Involuntary Chapter 11 Petition Date: May 25, 2010 Court: United States Bankruptcy Court Central District Of California (Riverside) Judge: Meredith A. Jury Petitioners' Counsel: Gerald M Werksman 30 Wharfside Drive Newport Beach, CA 92657 Tel: (949) 675-5179 Creditors who signed the Chapter 11 petitions: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Money Line Capital Inc Lender $850,000 17702 Mitchell North Irvine, CA 92614 M Line Holdings Insurance Reimbursement $35,000 2672 Dow Ave Tustin, CA 92780 Banker & Co Professional Services $4,300 36 Rimani Mission Viejo, CA 92692 A full text copy of the Chapter 11 petition is available for free at http://bankrupt.com/misc/cacb10-25937.pdf AIRTRAN HOLDINGS: Biggins & 2 Others Named Class 3 Directors ------------------------------------------------------------ AirTran Holdings Inc. disclosed nominees for election to the Company's board of directors for three-year terms. The nominees are: Broker Nominee For Withheld Against Non-Votes ------- --- -------- ------- --------- J. Veronica Biggins 86,342,640 2,927,208 0 29,055,823 Robert L. Fornaro 84,497,699 4,772,149 0 29,055,823 Alexis P. Michas 86,174,960 3,094,888 0 29,055,823 J. Veronica Biggins, Robert L. Fornaro, and Alexis P. Michas were elected as Class III Directors for terms expiring at the 2013 annual meeting of stockholders. The terms of the following incumbent Class II Directors continue until the annual meeting in 2011: Peter D'Aloia, Jere A. Drummond and John F. Fiedler. The terms of the following incumbent Class I Directors continue until the annual meeting in 2012: Don L. Chapman, Geoffrey T. Crowley and Lewis H Jordan. A full-text copy of the Company' regulatory filing is available for free at http://ResearchArchives.com/t/s?637c About AirTran Holdings Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- through its wholly owned subsidiary, AirTran Airways, Inc., operates scheduled airline service throughout the United States and to selected international locations. As of February 1, 2010, the Company operated 86 Boeing B717-200 aircraft and 52 Boeing B737-700 aircraft offering approximately 700 scheduled flights per day to 63 locations in the United States, including San Juan, Puerto Rico, and to Orangestad, Aruba, Cancun, Mexico, and Nassau, The Bahamas. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. The 'Caa1' corporate family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. The airline's carries a corporate credit rating of CCC+/Stable/-- from Standard & Poor's. ALLEN CAPITAL: Court Extends Plan Filing Exclusivity to July 31 --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC received an extension until July 31 of the exclusive right to propose a reorganization plan. The Debtors said that 15 potential investors signed confidentiality agreements enabling receipt of detailed financial information possibly leading to a reorganization or sale. Allen Capital Partners LLC and subsidiary DLH Master Land Holding LLC, are the developers of Dallas Logistics Hub, a 6,000-acre multimodal logistics park 12 miles (19 kilometers) from downtown Dallas. Allen Capital Partners, LLC, dba The Allen Group, filed for Chapter 11 bankruptcy protection on January 25, 2010 (Bankr. N.D. Tex. Case No. 10-30562). Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., assists the Company in its restructuring effort. Lain, Faulkner & Co. is the Debtor's financial advisor. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities in its petition. The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The Allen Group -- filed a separate Chapter 11 bankruptcy petition. Another affiliate, Visalia, California-based Richard S. Allen, Inc., filed for Chapter 11 bankruptcy protection on May 3, 2010 (Bankr. N.D. Texas Case No. 10-33211). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. ALMATIS BV: Dubai International to Complete Plan Proposal --------------------------------------------------------- Dubai International Capital LLC, the owner of Almatis, is likely to complete its rival restructuring proposal for the steel business by the end of May 2010, according to a report by International Financing Review. DIC has not fully completed its plans and is working hard on its refinancing to get to fully committed levels, but this should be done soon, the report noted. DIC, which bought the Almatis business in 2007, earlier offered a proposal providing payment in full to the senior lenders and recovery in the form of new notes and equity to the more subordinated mezzanine and second-lien lenders. Almatis, however, walked away from the proposal and filed for bankruptcy protection in a bid to implement a prepackaged restructuring plan that would see it taken over by Oaktree Capital Management Ltd. Oaktree Capital is the largest of Almatis' senior lenders, owning about 46% of the company's senior debt. Under the prepackaged plan, Oaktree Capital would own about 80% of Almatis after the restructuring. The plan would more than halve Almatis' debts to about $422 million, with senior lenders, which are owed about $680 million, being offered options under the plan. DIC, together with junior creditors, has opposed the plan as it will wipe out its equity stake as well as the debt claims of subordinated mezzanine and second-lien lenders. Holders of 77.4% in amount of the company's first-lien debt and 58.1% of holders, however, voted to accept the Almatis prepackaged restructuring plan. Accepting senior lenders include members of the coordination committee and funds managed by Oaktree Capital. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS BV: U.S. Court Enters Order Imposing Injunction ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York issued a final order prohibiting creditors of Almatis B.V. and its debtor affiliates from taking any action that would violate the automatic stay under Section 362 of the Bankruptcy Code, and from terminating their contracts. The Court overruled the objection of Entergy Arkansas Inc., which previously called for a revision of the Interim Stay Enforcement Order and the Debtors' proposed final order. Entergy disapproved with the provision found in paragraph four of the orders, which it described as "overreaching." It suggested that the clause "all parties" should be replaced with "all foreign parties" on grounds that the Debtors are concerned only with the potential risk of foreign creditors violating the provisions of the Bankruptcy Code. The provision requires "all parties" to a contract or lease with the Debtors to continue to perform their obligations until the contract or lease is assumed or rejected by the Debtors, or expires by its own terms. In a statement, the Debtors countered that the provisions of the Bankruptcy Code apply to all creditors of a debtor not just foreign creditors. They also argued that neither the Interim nor the Final Stay Enforcement Order purport to limit any rights or protections a creditor may have under other provisions of the Bankruptcy Code. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS BV: Wins Final Approval to Cash Collateral Access --------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York issued a final order authorizing Almatis B.V. and its debtor affiliates to use the cash collateral of their prepetition lenders. In a 22-page order, Judge Glenn authorized the Debtors to use the cash collateral in accordance with a budget, starting April 30, 2010, until the occurrence of so-called "termination events." Termination events include the filing of a motion to use the cash collateral without the consent of UBS Limited and Oaktree Capital Management L.P.; termination of a plan support agreement dated March 9, 2010; and failure to meet the terms of the Court's final cash collateral order, among other things. In return for the Debtors' use of cash collateral, UBS, on behalf of the prepetition secured lenders, is granted replacement liens and security interests on all properties of the Debtors and their estates to the extent of any diminution in the value of the lenders' interest in the prepetition collateral. As adequate protection for their interest in the prepetition collateral, the Prepetition Secured Lenders are also granted superpriority administrative claims against the Debtors' estates. The prepetition collateral consists of the assets of Almatis B.V., Almatis US Holding Inc. and Almatis Holdings GmbH, and equity of DIC Almatis Bidco B.V.'s intermediate holding companies and certain operating subsidiaries, which secure the Debtors' obligations under their First Lien Facilities and 2008 swap agreements with UBS' affiliates and Commerzbank Aktiengesellschaft. Pursuant to the Final Cash Collateral Order, UBS and the prepetition secured lenders can further seek or ask a different adequate protection, provided that it will have the same relative priority among the prepetition secured lenders. The Debtors or any other party is allowed to contest such a request. The Debtors are authorized to pay the fees and expenses of UBS' counsel as well as the fees and expenses of Rothschild, financial adviser of the coordinating committee composed of certain first lien lenders. The Debtors are also authorized to retain Talbot Hughes McKillip LLP to assist them in developing the cash collateral budget and provide other financial advisory services. A full-text copy of the Final Cash Collateral Order is available for free at http://bankrupt.com/misc/Almatis_FinCashcollorder.pdf About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS BV: Wins U.S. Court's Final Approval to Pay Employees ------------------------------------------------------------- Almatis B.V. and its debtor affiliates sought and obtained Final approval from the U.S. Bankruptcy Court for the Southern District of New York to pay the prepetition claims of their employees. The employee claims include unpaid compensation, reimbursable expenses, payroll deductions and withholdings, and contributions to employee benefit plans. The Debtors did not specify the total amount that should be paid off on account of the Employee Claims. As of the Petition Date, the Debtors employ about 850 workers at locations principally within North America, Europe, and Asia. The Court's interim order also authorizes the Debtors to continue their benefit plans and programs for their employees, including health programs, flexible spending plan, life insurance and disability benefits programs, savings and retirement plans, among others. The interim order, however, does not authorize Germany-based Almatis GmbH and Netherlands-based Almatis B.V. to make any payment of claims under their severance program or any payment that would be subject to the so-called "European employee severance cap." The two Debtors are presently in mediation with some of their former workers whose employment expired before their bankruptcy filing. They could be required to pay those employees up to $1.05 million in severance payments arising before the Petition Date. * * * With respect to the payment of severance to any former German or Dutch employee, the U.S. Bankruptcy Court authorized Almatis GmbH and Almatis B.V. to pay those employees up to the full amount of the European Employee Severance Cap. He, however, ruled that the Debtors will pay only severance amounts they are actually required to pay pursuant to final decisions in the applicable dispute resolution proceedings. Judge Glenn also required the Debtors to give notice to the Office of the U.S. Trustee of any such payments. About Almatis Group Alamtis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion as of the bankruptcy filing. Almatis, operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICA'S SUPPLIERS: Swings to $22,251 Net Income in Q1 2010 ------------------------------------------------------------ America's Suppliers, Inc., filed its quarterly report on Form 10- Q, reporting net income attributable of $22,251 on $3,241,552 of revenue for the three months ended March 31, 2010, compared with a net loss of $102,052 on $2,619,699 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $1,243,385 in assets and $1,574,646 of liabilities, for a shareholders' deficit of $331,261. As reported in the Troubled Company Reporter on March 26, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that Company has suffered an accumulated deficit of $6,949,006 as of December 31, 2009. The Company has an accumulated deficit of $6,926,755 as of March 31, 2010. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6394 Scottsdale, Ariz.-based America's Suppliers, Inc. through its wholly-owned subsidiary DDI Inc., develops software programs that allow the Company to provide general merchandise from third party manufacturers and suppliers for resale to businesses through the Company's Web site at http://www.DollarDays.com AMERICAN TONERSERV: Posts $2.8 Million Net Loss in Q1 2010 ---------------------------------------------------------- American TonerServ Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $2,764,387 on $8,547,341 of revenue for the three months ended March 31, 2010, compared with a net loss of $277,614 on $6,376,115 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $19,238,464 in assets, $15,844,605 of liabilities, and $3,393,859 of stockholders' equity. The Company had a loss of $2,764,387 and had negative cash flows from operations of $312,143 for the three month period ended March 31, 2010, and had an accumulated deficit of $28,201,635 and a working capital deficit of $6,180,107 at March 31, 2010. Cash flows from operations are insufficient to sustain the current level of operations. Thus, the Company has insufficient funds to meet its financial obligations as they become due. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6396 Santa Ana, Calif.-based American TonerServ Corp. -- http://www.americantonerserv.com/-- markets compatible and original- equipment -manufactured toner cartridges for use in printers, copiers and fax machines. * * * As reported in the Troubled Company Reporter on April 16, 2010, Perry-Smith LLP, in Sacramento, 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 from operations resulting in an accumulated deficit of $25,437,248, and its current liabilities exceed its current assets at December 31, 2009, by $4,291,912. AMH HOLDINGS: Posts $18.6 Million Net Loss for April 3 Quarter -------------------------------------------------------------- AMH Holdings LLC filed its quarterly report on Form 10-Q, reporting a net loss of $18.6 million on $204.2 million of net sales during the quarter ended April 3, 2010, compared with a net loss of $34.9 million on $172.3 million of net sales during the quarter ended April 4, 2009. The Company's balance sheet at March 31, 2010, showed $788.2 million in total assets, $36.3 million in deferred incomes taxes, $61.2 million in other liabilities, $656.6 million in long- term debt, and $177.5 million total current liabilities, for a members' deficit of $143.5 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?638e AMH Holdings, LLC, headquartered in Cuyahoga Falls, Ohio, is a North American distributor of exterior residential building products. The company's core products are vinyl windows, vinyl siding, aluminum trim coil, and aluminum and steel siding and accessories. Revenues for the last twelve months through July 4, 2009 totaled $1.1 billion. * * * According to Troubled Company Reporter on May 26, 2010, Standard & Poor's Ratings Services raised its corporate credit ratings on Cuyahoga Falls, Ohio-based AMH Holdings LLC and its operating subsidiary, Associated Materials LLC, to 'B-' from 'CCC+'. At the same time, S&P raised the issue-level rating on AMI's senior secured second-lien notes due 2016 to 'B' (one notch above the corporate credit rating) from 'CCC'. AMR CORP: Cornerstone Strategy Results to $500MM in Annual Savings ------------------------------------------------------------------ AMR Corp provided an estimate of revenue improvement and cost savings associated with certain AMR Corporation initiatives, as well as an estimate of the Company's current labor cost disadvantage versus its network competitors. Under the Company's current plans, the Company estimates that the implementation of its Cornerstone strategy, which focuses its network on five key markets, the implementation of the Company's proposed Joint Business Agreements with British Airways/Iberia and Japan Airlines, and various other alliance and network activities will result in incremental revenues and cost savings of over $500 million per year. The Company expects that it will be realizing the majority of these incremental revenues and cost savings in 2011, and the remainder by year end 2012. This estimate is based on a number of assumptions that are inherently uncertain, and the Company's ability to realize these benefits depends on various factors, some of which are beyond the Company's control, such as obtaining regulatory approvals of its proposed Joint Business Agreements and other factors referred to below. Based on analysis of airline industry labor contracts, the Company also estimates that at the beginning of 2010, American Airlines's labor cost disadvantage was approximately $600 million per year. The Company expects this gap to narrow as open industry labor contracts are settled. This expectation is based on a number of assumptions, the validity of which cannot be assured. The airline industry labor contract negotiation process is inherently uncertain and the results of labor contract negotiations are difficult to predict. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. ANTOINE WALKER: Foreclosure Prompts Bankruptcy Filing ----------------------------------------------------- On May 18, 2010, former NBA star Antoine Walker, filed for Chapter 7 bankruptcy in Miami, Florida, listing four pieces of real estate including a $2 million plus Miami home that is underwater with a mortgage of over $3 million and some other properties in Chicago. Mr. Walker sought bankruptcy protection after facing a $2.3 million foreclosure lawsuit on his mother's mansion in Tinley Park's Tony Odyssey Club, according to a report by Beck Schlikerman at SouthtownStar. The foreclosure lawsuit for the Tinley Park home was filed by Northern Trust five days before the bankruptcy in Cook County. It alleges that Mr. Walker has not paid the mortgage on the home in at least three months. Mr. Walker, who played professional basketball for the Miami Heat and the Boston Celtics, listed assets of $4.2 million and $12.7 million in liabilities. Mr. Walker owes about $70,000 in back property taxes on the home. ATLANTIC FACILITIES: Plan Confirmation Hearing Set for July 6 ------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina will consider at a hearing on July 6, 2010, at 2:00 p.m., the confirmation of Atlantic Facilities, L.L.C.'s proposed Plan of Reorganization. The hearing will be held at Room 208, 300 Fayetteville Street, Raleigh, North Carolina. Objections, if any, to confirmation of the Plan, are due on June 28, 2010. June 28 is also fixed as the last day for filing written acceptances or rejections of the Plan. The Court conditionally approved the Disclosure Statement. According to the Disclosure Statement, the Plan contemplates a continuation of the Debtor's business. The Plan proposes to make payments from funds on hand and funds derived from the Debtor's income, including income from rental property. The Plan did not provide for the estimated percentage recovery by holders of secured and unsecured claims. Secured Claims - if the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim, the deficiency will be classified as a general unsecured claim. Priority Unsecured Claims - will receive cash on the effective date of the Plan equal to the allowed amount of the claim. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ATLANTICFACILITIes_DS.pdf About Atlantic Facilities, L.L.C. Wilmington, North Carolina-based Atlantic Facilities, L.L.C. -- dba Audubon Properties LLC; East Metro Properties, LLC; South Metro Properties LLC; Myrtle Properties, L.L.C.; and North Metro Properties LLC -- filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. E.D. N.C. Case No. 10-01347). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $14,481,403, and total debts of $15,767,067. BANKUNITED FIN'L: Committee Sues FDIC over Ownership of D&O Claims ------------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors in BankUnited Financial Corp.'s Chapter 11 case sued the Federal Deposit Insurance Corp. to straighten out who owns claims against former officers and directors. The Committee wants to sue former Chief Executive Officer Alfred R. Camner and former Chief Financial Officer Humberto L. Lopez for breaching their fiduciary duties to the holding company. Creditors claim the officers came up short in discharging their responsibilities by not ensuring there were effective internal controls and "effective internal risk management." They also accuse the former officers of failing to make "accurate and complete disclosures to the holding company's board." According to the Bloomberg report, if the former managers are culpable, a suit may have value given the existing directors' and officers' liability insurance. The insurance company may contend it isn't liable for claims brought on behalf of the company itself. The bankruptcy judge authorized the Creditors Committee, rather than the bank holding company itself, to probe and bring lawsuits against insiders. About BankUnited Financial BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) -- http://www.bankunited.com/-- was the holding company for BankUnited FSB, the largest banking institution headquartered in Coral Gables, Florida. On May 21, 2009, BankUnited FSB was closed by regulators and the Federal Deposit Insurance Corporation facilitated a sale of the bank to a management team headed by John Kanas, a veteran of the banking industry and former head of North Fork Bank, and a group of investors led by W.L. Ross & Co. BankUnited, FSB, had assets of $12.8 billion and deposits of $8.6 billion as of May 2, 2009. The Company and its affiliates filed for Chapter 11 on May 22, 2009 (Bankr. S.D. Fla. Lead Case No. 09-19940). Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent the Debtors as counsel. Corali Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as counsel to the official committee of unsecured creditors. In its bankruptcy petition, BankUnited Financial Corp. said it has assets of $37,729,520 against debts of $559,740,185. Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York were listed among the company's largest unsecured creditors in their roles as trustees for security issues. BankUnited estimated the Bank of New York claim tied to convertible securities at $184 million. U.S. Bank and Wilmington Trust are owed $120,000,000 and $118,171,000 on account of senior notes. BASHAS' INC: Financing Woes Delaying Chapter 11 Emergence --------------------------------------------------------- John Yantis at The Arizona Republic reports that Bashas' Inc. said it plans to emerge from Chapter 11 bankruptcy but it may not have all the financing it needs to immediately pay off banks, noteholders and unsecured creditors. The Company noted that it had a desirable financing deal in place but credit-market woes mean it will take more time. About Bashas' Inc. Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail stores located throughout Arizona. It is doing business as National Grocery, Bashas Food, Bashas' United Drug, Food City, Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas' Distribution Center, Sportsman's, and Bashas' Dine. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050). Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., assists the Debtors in their restructuring efforts. Michael W. Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial Advisory LLP serves as financial advisors. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. In its bankruptcy petition, Bashas' listed $100 million to $500 million each in assets and debts. BERNARD MADOFF: Trustee Sues to Stop 12 Creditor Suits ------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Irving H. Picard, the trustee for Bernard L. Madoff Investment Securities Inc., sued in bankruptcy court to stop 12 customers or investors in feeder funds from continuing their own lawsuits against Madoff family members. Contending that the claims belong to him alone, the trustee argues that no one but he has power to sue Madoff family members for misdeeds arising out of the Ponzi scheme that Bernard Madoff conducted through the firm. The trustee also filed a motion for a preliminary injunction. According to Bloomberg, the bankruptcy judge, on May 3, enjoined two customers from continuing lawsuits against the estate of Jeffrey M. Picower. The judge ruled at the time that the suits are property of the bankrupt estate because they "seek to redress a harm common to all" Madoff customers. 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.) BIO-KEY INTERNATIONAL: Earns $1.0 Million in Q1 2010 ---------------------------------------------------- BIO-key International, Inc., filed its quarterly report on Form 10-Q, reporting net income of $1,000,558 on $976,175 of revenue for the three months ended March 31, 2010, compared with net income of $222,049 on $538,194 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $6,356,556 in assets, $1,605,073 of liabilities, $2,789,328 of Series D redeemable convertible preferred stock, and $1,962,155 of stockholders' equity. As reported in the Troubled Company Reporter on March 30, 2010, CCR LLP, in Westborough, Mass., 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 of the Company's substantial net losses in recent years and accumulated deficit at December 31, 2009. The Company has incurred significant losses to date, and at March 31, 2010, had an accumulated deficit of $49,086,735. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6399 Wall, N.J.-based BIO-key International, Inc. (OTC BB: BKYI) -- http://www.bio-key.com/-- develops and markets advanced fingerprint identification biometric technology and software solutions. BLUE HERON: Wants Until July 31 to File Reorganization Plan ----------------------------------------------------------- Blue Heron Paper Company asks the U.S. Bankruptcy Court for the District of Oregon to extend its exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization from April 30, 2010, to July 31, 2010, and from June 29, 2010, to October 29, 2010, respectively. The Debtor is represented by: Brandy A. Sargent, Esq. E-mail: basargent@stoel.com David B. Levant, admitted pro hac vice E-mail: dblevant@stoel.com Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204 Tel: (503) 224-3380 Fax: (503) 220-2480 Oregon City, Oregon-based Blue Heron Paper Company filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ore. Case No. 09-40921). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. BOCA BRIDGE: Involuntary Chapter 11 Case Summary ------------------------------------------------ Alleged Debtor: Boca Bridge LLC POB 273760 Boca Raton, FL 33427 Bankruptcy Case No.: 10-25081 Involuntary Chapter 11 Petition Date: May 28, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Petitioners' Counsel: Harry J Ross, Esq 6100 Glades Rd #211 Boca Raton, FL 33434 Tel: (561) 482-2400 E-mail: hross@hjrlaw.com Creditors who signed the Chapter 11 petitions: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Money Line Capital Inc Lender $850,000 RLC Architects PA Unsecured $9,148 137 W Royal Palm Rd Boca Raton, FL 33432 Arrow Security Corp Unsecured $15,118 102 NW Spanish River Blvd Boca Raton, FL 33431 Lundy Shacter PA Unsecured $5,963 400 N Pine Island Rd #300 Plantation, FL 33324 A full text copy of the Chapter 11 petition is available for free at http://bankrupt.com/misc/flsb10-25081.pdf BONDEX INTERNATIONAL: Files for Ch. 11 to Resolve Asbestos Claims ----------------------------------------------------------------- RPM International Inc. that action is being taken to permanently resolve current and future asbestos claims associated with Bondex International, Inc. In order to initiate this process, two non- operating subsidiaries, Bondex and Specialty Products Holding Corp., have filed Chapter 11 reorganization proceedings in Delaware. RPM and all of its operating subsidiaries are not part of the Chapter 11 filing and will not be affected by it. SPHC is the holding company for Bondex. It also serves as the holding company for various operating companies that are not part of the reorganization filing. The SPHC operating companies include Chemical Specialties Manufacturing Corp.; Day-Glo Color Corp.; Dryvit Systems, Inc.; Guardian Protective Products, Inc.; Kop-Coat, Inc.; RPM Wood Finishes Group, Inc.; and TCI, Inc. All of these SPHC non-filing operating companies will continue to operate as usual and without interruption. With fiscal 2009 revenues of $329 million and $19 million of pre- tax income, SPHC and its subsidiaries represented less than 10% of RPM's consolidated revenues and less than 11% of its consolidated pre-tax income for fiscal 2009. The filings will stay all litigation related to the asbestos personal injury lawsuits against Bondex and SPHC. As a result, RPM anticipates that its annual consolidated cash flow will improve by approximately $50 million. The Chapter 11 proceedings will enable SPHC and Bondex to establish a section 524(g) trust accompanied by a court order that will direct all future Bondex-related claims to the trust, which will then compensate only meritorious claims at appropriate values. Because the Bondex asbestos liability is confined to two subsidiaries, asbestos recoveries will be limited to some portion of the value of the affected entities. SPHC has secured a commitment for $40 million in new "debtor-in- possession" financing from a lender group led by Wells Fargo Capital Finance LLC. This financing will provide SPHC with the financial resources to fund the costs of the Chapter 11 proceeding. As a result of the filing, the financial results of SPHC and its subsidiaries will not be consolidated with those of RPM and its other subsidiaries. During the period of reorganization, beginning on May 31, 2010, SPHC and its subsidiaries will be presented in RPM's financial statements as an investment using the cost method. Since the asbestos liabilities reside with Bondex, its asbestos liability reserves will no longer be reflected on RPM's consolidated financial statements as of May 31, 2010. "This action has been taken to once and for all resolve the asbestos-related Bondex legacy liability," stated Frank C. Sullivan, RPM's chairman and chief executive officer. "These filings bring an immediate halt to all tort system costs associated with the Bondex asbestos liabilities, and enable the filing entities to utilize section 524(g) and other provisions of the U.S. Bankruptcy Code to achieve a permanent and comprehensive resolution of asbestos-related liability. Initiation of this action will allow RPM to grow from a June 1, 2010 pro forma revenue base of approximately $3.1 billion no longer impacted by Bondex asbestos liability claims or related cash costs," Mr. Sullivan added. Webcast and Conference Call Information Management will host a conference call to further discuss this announcement beginning at 9:00 a.m. EDT on Tuesday, June 1, 2010. The call can be accessed by dialing 866-730-5762 or 857-350-1586 for international callers. It will also be webcast live, complete with slides, via the RPM website at www.rpminc.com. Participants should access the conference approximately 10 minutes before the start time in order to complete the registration process. The conference, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions and must do so via phone. The media and all other participants will be in a listen-only mode. For those unable to listen to the live call, a replay will be available from approximately noon EDT on June 1, 2010 until 11:59 p.m. EDT on June 8, 2010. The replay can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers. The access code is 11767279. The call will also be available for replay and as a written transcript at www.rpminc.com. About RPM RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and Euco. RPM's consumer products are used by professionals and do- it-yourselfers for home maintenance and improvement, boat repair and maintenance, and by hobbyists. CAMTECH PRECISION: Gets Interim OK to Hire Kelley as Gen. Counsel ----------------------------------------------------------------- Camtech Precision Manufacturing, Inc., et al., sought and obtained interim authorization from the Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley & Fulton, P.A., as general counsel. Kelley & Fulton will, among other things: (a) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and reporting requirements and with the rules of the court; (b) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (c) protect the interest of the Debtor in all matters pending before the court; (d) represent the Debtor in negotiation with its creditors in the preparation of a plan. Craig I. Kelley, at Kelley & Fulton, said that prior to the Petition Date Kelley & Fulton was paid the sum of $100,000 as a nonrefundable retainer by Camtech Precision, on behalf of itself and its parent company of R & J National Enterprises, Inc., and its affiliate Avstar Fuel Systems, Inc., to be applied toward the above-referenced pre-petition services in the sum of $17,826.50, with the balance of $82,173.50 to be used as a retainer in connection with the jointly administered Chapter 11 filings by the three related entities. The Debtor proposed that balance of the retainer paid to Kelley & Fulton in the amount of $82,173.50 not be expended for pre-petition services and expenses, and be treated as a retainer paid in contemplation of post-petition services to be rendered by Kelley & Fulton and post-petition disbursements to be incurred as bankruptcy counsel, and that such amounts be applied to services performed in accordance with the Court's order authorizing the employment of Kelley & Fulton, subject to fee applications filed and approved by the Court. Mr. Kelley assures the Court that Kelley & Fulton is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court has set a final hearing for June 15, 2010, at 10:00 a.m. on the Debtors' request for authorization to hire Kelley & Fulton as general counsel. 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). 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. CANWEST GLOBAL: Canada Court OKs C$1.1 B Bid for Newspaper Assets ----------------------------------------------------------------- Canwest Limited Partnership/Canwest Societe en Commandite and certain of its subsidiaries sought and obtained an order from the Ontario Superior Court of Justice approving the $1.1 billion bid from the ad hoc committee of holders of 9.25% senior subordinated notes to acquire their assets. The ad hoc committee's offer beat out a $925 million minimum bid from lenders including Bank of Nova Scotia, and an offer from Torstar Corp., owner of the Toronto Star. Meanwhile, another bid from an unidentified group was rejected, according to a report by Bloomberg News. The group led by National Post President and Chief Executive Paul Godfreyad offered to buy the LP Entities' financial and operating assets including all of its daily newspapers, digital and online media operations as well as the shares of National Post Inc. Among the newspapers to be sold include the National Post, the Montreal Gazette, Calgary Herald, the Vancouver Sun and Ottawa Citizen, according to a report by The Associated Press. The ad hoc committee's bid, which includes a $950 million in cash funding, provides for a full payment of about $925 million owed by the LP Entities to the senior lenders and an additional $150 million that will be available to provide recovery for the unsecured creditors. The terms of the sale are set forth in an asset purchase agreement dated May 10, 2010, which the LP Entities hammered out with 7535538 Canada Inc. and CW Acquisition Limited Partnership. A copy of the asset purchase agreement is available without charge at http://bankrupt.com/misc/Canwest_APALPEntities.pdf The May 10 agreement contemplates that Canada Inc. will effect a transaction through which CW Acquisition will acquire the assets. At the closing of the sale, CW Acquisition will offer jobs to employees of the LP Entities and will assume all their pension and benefit obligations. AP reported that the sale will provide jobs for all full-time employees, with cuts of up to 10% of the part-time work force. Canwest spokesman John Douglas would not divulge which companies were included in the bid. "Canwest is not in a position to provide any guidance as to the makeup of the ad hoc committee," Associated Press quoted Mr. Douglas as saying. "Canada has foreign ownership rules for publicly traded companies that the (new acquisition) company will adhere to." Lyndon Barnes, Esq., at Osler Hoskin & Harcourp LLP, in Toronto, Ontario, said Canwest will continue moving forward with its plan to close the sale. "The company is going to work very hard to close the acquisition agreement," he said. Canwest's next step will involve obtaining creditor support for the sale agreement, which it will then take to the Canadian Court for final approval next month. The sale is expected to be finalized by mid-July, AP reported. FTI Consulting Canada Inc., the firm appointed to monitor the assets of the LP Entities, earlier recommended to the special committee of Canwest's board of directors that the ad hoc committee's bid be accepted. The special committee accepted the firm's recommendation. SISP Procedures In connection with the approval of the $1.1 billion bid, the Canadian Court also approved a proposed amendment to the sale and investor solicitation process to clarify that the LP Entities can simultaneously pursue their sale transaction with the ad hoc committee and the so-called support transaction. The support transaction, which was negotiated earlier by the LP Entities and the administrative agent, provides that an entity to be initially capitalized will acquire substantially all of the assets of the LP Entities, assume their liabilities and offer jobs to their employees. The LP Entities proposed the amendment to protect against the possibility that the sale transaction with the ad hoc committee may not close. Company Statement Canwest Global Communications Corp. announced that the Ontario Superior Court of Justice (Commercial List) has granted an order approving and authorizing a bid made by members of an ad hoc committee of holders of 9.25% senior subordinated notes issued by Canwest Limited Partnership/Canwest Societe en Commandite to acquire substantially all of the assets of the Limited Partnership and certain of its subsidiaries (collectively, the "LP Entities"). Accordingly, definitive agreements have been settled and signed to implement the transactions contemplated in the bid by members of the AHC. As previously disclosed, the AHC bid contemplates the acquisition of substantially all of the LP Entities' financial and operating assets, including all of its daily newspapers, digital and online media operations as well as the shares of National Post Inc., for an effective purchase price of approximately $1.1 billion including $950 million in cash funding. The AHC Bid maintains all existing newspaper operations and will provide continuing employment to all full time employees and substantially all part time employees of the LP Entities. The proceeds from the AHC Bid will allow for a full repayment of the approximately $925 million debt owed by the LP Entities to its senior secured lenders. The AHC Bid provided on April 30, 2010 was deemed to be a superior cash offer as defined in the sale and investor solicitation process, which was conducted by RBC Capital Markets under the supervision of FTI Consulting Canada Inc. as the Court-appointed monitor) to a credit acquisition bid put forward by the senior secured lenders on January 8, 2010. The senior secured lenders are fully supportive of the AHC Bid and have agreed to extend the SISP to July 30, 2010 in order to allow sufficient time for the AHC Bid transaction to be completed. As a precautionary measure, the senior secured lenders have also consented to running a dual- track process to advance the credit acquisition transaction in the unlikely event that the AHC Bid is not completed. As the AHC Bid is in excess of the amount of the LP Entities' senior lenders' claim, the Court approved certain amendments to the LP Entities' claims procedure order, which authorizes the LP Entities to conduct an expanded claims process. The Amended Claims Procedure order replaces the claims procedure order previously approved by the Court on April 12, 2010. A complete description of the Amended Claims Procedure can be found at http://cfcanada.fticonsulting.com/clp As previously disclosed, the AHC Bid will provide unsecured creditors with cash, or shares on a pro rata basis for up to 45% of the equity in the new company established to acquire substantially all of the LP Entities' assets. Specifically, unsecured trade creditors with proven claims of less than $1,000 will receive a cash payment for the full value of their claim and unsecured trade creditors with proven claims of $1,000 or more will receive a pro rata distribution of shares in Newco. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Court Sanctions CCAA Plan of Senior Lenders ----------------------------------------------------------- Canwest Limited Partnership/Canwest Societe en Commandite and certain of its subsidiaries sought and obtained an order from the Ontario Superior Court of Justice conditionally sanctioning and approving the plan of compromise or arrangement of their senior lenders. The LP Entities made the request to prevent the termination of the Support Agreement they inked with the senior lenders in connection with the support transaction. The sanction and approval of the senior lender's plan will be conditional and will not take effect unless FTI Consulting Canada Inc. delivers a certificate advising that the deal entered into by the LP Entities with 7535538 Canada Inc. and CW Acquisition Limited Partnership will not close. The LP Entities earlier reached an asset purchase agreement with Canada Inc. and CW Acquisition, which contains the material terms of the $1.1 billion bid from the ad hoc committee of holders of 9.25% senior subordinated notes to acquire the assets of the LP Entities and the shares of National Post Inc. The certificate cannot be delivered until July 29, 2010, or upon notice to the administrative agent, the LP Entities and the ad hoc committee. In case the deal closes prior to the delivery of the certificate, the Canadian Court's sanction order will be of no force or effect. The LP Entities, however, will proceed with the implementation of the support transaction if the certificate is delivered and filed. A full-text copy of the Sanction Order is available for free at http://bankrupt.com/misc/Canwest_SanctionOrder.pdf About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CANWEST GLOBAL: Creditors' Meeting Scheduled for June 10 -------------------------------------------------------- Canwest Limited Partnership/Canwest Societe en Commandite and certain of its subsidiaries sought and obtained an order from the Ontario Superior Court of Justice to hold a meeting of unsecured creditors on June 10, 2010. The purpose of the meeting is to consider and vote on a plan of compromise or arrangement consistent with the terms of the bid made by members of an ad hoc committee of holders of 9.25% senior subordinated notes to acquire the assets of the LP Entities. Only creditors affected by the ad hoc committee's plan will be entitled to attend or vote at the meeting. The proposed terms relating to the meeting provide that there will be one class of creditors consisting of the affected creditors, and that any affected creditor that elects to receive a cash payment equal to the lesser of the amount of its proven claim and $1,000 will be deemed to vote in favor of the ad hoc committee's plan. FTI Consulting Canada Inc. will tally the votes and the ad hoc committee's plan will be deemed to be accepted by the required majority if it is approved by the affected creditors present in person or represented at the meeting holding claims totaling 66 2/3% in value and a majority in number. Any vote will be binding on all affected creditors whether or not the affected creditor is present at the meeting. About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CARBON GREEN: Posts $2.0 Million Net Loss in Q3 Ended March 31 -------------------------------------------------------------- Carbon Green Inc.filed its quarterly report on Form 10-Q, reporting a net loss of $2,023,625 on $34,475 of revenue for the three months ended March 31, 2010, compared with a net loss of $992,338 on zero revenue for the three months ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $22,785,081 in assets, $1,739,394 of liabilities, and $21,045,687 of shareholders' equity. Due to the Company's net capital deficiency of $23,692,188 as at June 30, 2009, in their report on the annual financial statements for the year ended June 30, 2009, the Company's independent auditors included an explanatory paragraph regarding concerns about the Company's ability to continue as a going concern. As at March 31, 2010, the Company had net capital of $21,045,687. "There is doubt about our ability to continue as a going concern or to expand our business as the continuation of our business expansion plans is dependent upon future financial investment. In the absence of such, we may have to scale down company operations to focus solely on the operations of our Cyprus plant, which we believe is approaching self-sustainability." A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6388 Based in Bratislava, Slovak Republic, Carbon Green Inc. was incorporated under the laws of the State of Nevada on January 16, 2006. The Company is focused on the continued development of its process for recycling used tires into high-grade steel, oil (which is intended to be converted to electric generation in many jurisdictions), off-gases and a carbon black substitute known as Carbon Green(TM). Carbon Green(TM) is developed through a process that recycles 100% of a used tire and converts it into valuable end products. Four Patent Cooperation Treaty applications have been filed for the Company's tire recycling process and technology, and corresponding national applications have been filed in Taiwan and Argentina. The Company has successfully completed the construction and commissioning of its first commercial factory in Cyprus, a European Union country, capable of processing over 8,000 tonnes of end-of-life tires per year. CARIAN MANAGEMENT: Taps C. Conde as Bankruptcy Counsel ------------------------------------------------------ Carian Management, Inc., has sought authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the Law Firm of Carmen D. Conde Torres, Esq., as bankruptcy counsel. The Law Offices of C. Conde will, among other things: a. advise the Debtor in connection with a determination whether a reorganization is feasible and, if not, help the Debtor in the orderly liquidation of its assets; b. assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and/or for proposing a viable plan of reorganization; c. prepare complaints, answers, orders, reports, memoranda of law and/or any other legal papers or documents; and d. appear before the Court, or any court in which the debtor assert a claim interest or defense directly or indirectly related to its bankruptcy case. The Law Offices of C. Conde will be paid based on the hourly rates of its personnel: Carmen D. Conde Torres, Esq., Senior Attorney $275 Associates $250 Junior Attorney $200 Paralegal $100 Carmen D. Torres, Esq., at the Law Offices of C. Conde, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Dorado, Puerto Rico-based Carian Management, Inc., filed for Chapter 11 bankruptcy protection on May 13, 2010 (Bankr. D. P.R. Case No. 10-04052). The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliate, AAA Imports, Inc., filed a separate Chapter 11 petition on May 12, 2010. CAROLINA PARK: Court Extends Schedules Deadline Until June 15 ------------------------------------------------------------- The Hon. David R. Duncan of the U.S. Bankruptcy Court for the District of South Carolina extended, at the behest of Carolina Park Associates, LLC, a Delaware LLC, the deadline for the filing of schedules of assets and liabilities and statement of financial affairs until June 15, 2010. Fairfax, Virginia-based Carolina Park Associates, LLC, a Delaware LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. D. S.C. Case No. 10-03524). The Company listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CARLONA PARK: Wants to Hire Levy Law as Bankruptcy Counsel ---------------------------------------------------------- Carolina Park Associates, LLC, has asked for authorization from the U.S. Bankruptcy Court for the District of South Carolina to employ Levy Law Firm, LLC, as bankruptcy counsel. Levy Law will: (a) provide to the Debtor legal advice with respect to the Debtor's powers and duties as debtor in the management and disposition of its property; (b) prepare applications, motions, pleadings, objections, memoranda, briefs, orders, reports and other legal papers as may be necessary or appropriate in this case; (c) provide to the Debtor legal advice and assistance in the development of a plan of reorganization, a disclosure statement, and other pleadings and documents relating to the disposition of assets and the payment and treatment of claims against the bankruptcy estate; and (d) provide to the Debtor legal advice on various other matters that may arise in this case. Levy Law will be paid based on the hourly rates of its personnel: R. Geoffrey Levy, Attorney $400 Susan M. Levy, Attorney $250 Robin C. Osborne, Paralegal $150 Brien P. Levy, Paralegal $100 R. Geoffrey Levy, a member at Levy Law, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Fairfax, Virginia-based Carolina Park Associates, LLC, a Delaware LLC, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. D. S.C. Case No. 10-03524). The Company listed $100,000,001 to $500,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CATALYST PAPER: Files Indenture of Class B 11% Sr. Notes 2016 ------------------------------------------------------------- Catalyst Paper Corporation delivered with the Securities and Exchange Commission an indenture dated May 19, 2010, governing the company's Class B 11% senior secured notes due 2016, with Wilmington Trust FSB as trustee, and Computershare Trust Company of Canada as collateral trustee. A full-text copy of the Company's indenture is available for free at http://ResearchArchives.com/t/s?637d About Catalyst Paper Based in Richmond, British Columbia, in Canada, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six facilities located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. * * * In mid-March 2010, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Catalyst Paper to 'SD' (selective default) from 'CC'. Given the weak outlook for the company's specialty paper and newsprint segments, S&P expects Catalyst to continue to face challenging market conditions in 2010. Moody's Investors Service also downgraded Catalyst's Corporate Family Rating to Caa1 from B3 while revising the Probability of Default Rating to Caa1/LD from Caa3, with the "/LD" suffix signaling a "limited default". Catalyst's CFR downgrade anticipates a marked deterioration in the company's financial performance over the coming year, with significant EBITDA erosion compared to 2009 levels and negative free cash flow generation. CATHOLIC CHURCH: Court Names Gross & Rutter as Wilm. Mediator ------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware appointed Judge Kevin Gross as mediator in the bankruptcy case of the Catholic Diocese of Wilmington, Inc. To recall, several of the Diocese's insurers and lay employees filed separate objections to the Official Committee of Unsecured Creditors' request to appoint a case mediator, as well as to the Creditors Committee and Diocese's stipulation appointing Thomas Rutter of ADR Options, Inc., as mediator. The Court ruled that Judge Gross will establish the time and place of mediation, the timing of submission of materials, the persons required to attend the mediation conference and all other issues relating to the mediation. In a letter to the Diocese and parties-in-interest dated May 3, 2010, Judge Sontchi said that he asked Judge Gross to attempt an agreement among all interested parties as to a mediator and a procedure for mediation of the substantive issues in the bankruptcy case. "In other words, I have asked Judge Gross to mediate whether the parties will actually mediate," Judge Sontchi noted. He added that Judge Gross will report to the Court as to whether an agreement has been reached, and Judge Sontchi will decide by then on how to proceed. "At this time, I am not ordering any party to participate in mediation. Nonetheless, I strongly encourage all the recipients of this letter to do so. I believe that a global mediation, i.e., a negotiation among all the parties on all the outstanding issues, is the most likely path to a speedy and just resolution of this bankruptcy case," Judge Sontchi said in his letter. Judge Gross Recommends Mediators In a May 13 letter addressed to Judge Sontchi, Judge Gross related that he had met with the case's key constituencies, which include the Diocese, the Creditors Committee, certain abuse survivors, the Pooled Asset Fund, Religious Orders, lay employees and insurers. Judge Gross reported that with the exception of one constituency, there is consensus that it is vital that mediation proceed as promptly as possible, and that he and Judge Rutter will serve as co-mediators. Accordingly, Judge Gross recommended that: (a) he and Judge Rutter will be co-mediators in the case; (b) all of the Key Constituencies be required to participate in the mediation; (c) the mediation be held by the end of June 2010, beginning on a Friday afternoon and continuing through at least Sunday evening; and (d) issues involving the Key Constituencies be held in abeyance pending the mediation. These issues include the Pooled Investment Trial, the objection to appointment of the lay employees committee and the extension of the stay of litigation involving the parishes. Parties React to Judge Gross' Letter Key Constituencies filed separate letters in response to Judge Gross' May 13 Letter: -- Official Committee of Unsecured Creditors; -- certain non-debtor participants in the Pooled Investment Account; -- Unofficial Committee of 91 State Court Abuse Survivors; The Creditors Committee says it supports Judge Gross' recommendations and looks forward to commencing the mediation. The Unofficial Committee says it does not object to the extension of the parish stay from its expiration on June 14, 2010, until "the end of June 2010" as proposed. The Non-Debtor Participants disagree with Judge Gross' suggestion that the Pooled Investment Trial be postponed again. They argue that the mediation might prove productive in the bankruptcy case, but they do not believe that it will be in the pooled investment account litigation. They add that the delay in the PIA litigation was their second basis for dissenting. The Non-Debtor Participants point out, among other things, that with the approach of the end of the academic year, schools with investment in the PIA need to know whether they will have access to those funds in the coming year. " These are just few examples of the many practical barriers that the community service organizations that comprise the Pooled Investors face in any delay in access to their investments," they assert. * * * In an amended order, Judge Sontchi appointed Judge Kevin Gross and former Judge Thomas Rutter of ADR Options as co-mediators. Pursuant to Del. Bankr. LR 9019-3, all issues relating to the Diocese's bankruptcy case are assigned to mediation. The fees and expenses of Judge Rutter will be subject to application and review, pursuant to Rule 706(b) of the Federal Rules of Evidence and will be paid from the bankruptcy estate as an administrative expense under Section 503(b)(2) of the Bankruptcy Code. Judge Gross will receive no fee nor reimbursement of expenses for his services as a mediator, provided that he may accept ordinary professional hospitality like the provision of working meals paid for by the Diocese or other parties-in-interest. The mediators will establish the time and place of mediation, the timing of submission of materials, the persons required to attend the mediation conference and all other issues relating to the mediation, Judge Sontchi ruled. He ordered all parties-in- interest and their counsel to comply with all directions issued by the mediators, and that failure to do so may result in the imposition of appropriate sanctions. The Court stayed: -- until further order all issues and requests relating to the Creditors Committee's motion to disband the Official Committee of Lay Employees; -- in their entirety through July 30, 2010, the request to extend the automatic stay to the parishes; and -- bankruptcy case until further Court order. No further discovery will proceed in connection with the bankruptcy case regardless of whether it has been previously authorized and required by the Court. Notwithstanding the stay of certain issues, the Order will have no effect whatsoever upon the adversary proceeding commenced by the Creditors Committee against the Diocese. The proceeding's "Phase 1" trial scheduled to commence on June 2, 2010, and all related matters will proceed absent further Court order. Unofficial Committee Seeks to Clarify Order In a letter addressed to Judge Sontchi, Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in Wilmington, Delaware -- TSN@NeubergerLaw.com -- asks the Court to clarify the order assigning mediators to allow Judge Vaughn in the DeLuca Litigation to set trial dates after September 30, 2010. Mr. Neuberger represents the Unofficial Committee members both in the Diocese's bankruptcy case and in the abuse cases commenced by abuse survivors in state courts. On September 18, 2009, Judge Vaughn scheduled some of the cases against Father Francis DeLuca for trial beginning October 25, 2010. However, the DeLuca cases were stayed due to the Diocese's bankruptcy. Mr. Neuberger contends that the abuse survivors are continuing to suffer from irreparable harm because of the delay in the litigation of their cases. "These Abuse Survivors cannot begin the painful road to recovery until they are able to somehow receive closure," Mr. Neuberger tells the Court. "Yet this closure and validation of facing their fears and confronting those who aided and abetted the vile crimes committed upon their young bodies is being denied them," he continues. Accordingly, the Abuse Survivors ask Judge Sontchi to amend his recent order to include this last paragraph: "The stay entered against the state court regarding the DeLuca litigation is partially lifted to allow the state court to confer with counsel and to set trial dates after September 30, 2010 for the DeLuca Survivors." About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Wilmington Lay Employees Committee Formed ---------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, pursuant to Section 1102(a)(1) of the Bankruptcy Code, appointed these persons to the Official Committee of Lay Employees in connection with the bankruptcy case of the Catholic Diocese of Wilmington, Inc.: (1) Andrew J. Daugherty; (2) Theresa Mattina; (3) Karen M. Warner; (4) Mary Kirkwood; and (5) Katrina A. Eichler About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Proposes July 30 Extension of Removal Period ------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to extend to July 30, 2010, the period within which it may remove various civil actions pending as of the Petition Date. The Diocese also asks the Court that the proposed July 30 deadline to file notices of removal apply to all matters specified in Rules 9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy Procedure. The Diocese further asks that the order approving the request be without prejudice to (i) any position the Diocese may take regarding whether Section 362 of the Bankruptcy Code applies to stay any given civil action pending against the Diocese, and (ii) the right to seek further extensions of the Removal Period. The Court previously extended the Removal Period to May 1, 2010, without prejudice to the Diocese's right to seek further extensions. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware -- jpatton@ycst.com -- relates that as the Court is aware, the pooled investment account maintained by the Diocese at the Bank of New York Mellon is currently the subject of an adversary proceeding, which will be tried in two phases, the first phase of which will commence on June 2, 2010. He notes that the Court has aptly described the outcome of the PIA Litigation as a "gateway issue for the development of the case," given its bearing on the scope of the property of the Diocese's bankruptcy estate. Largely as a result of the PIA Litigation, Mr. Patton asserts, in the months since the first extension motion, the Diocese has not had a sufficient opportunity to address whether any Actions to which it is a party should be removed. The Diocese submits that granting it additional opportunity to consider removal of the Actions will assure that the Diocese's decisions are fully informed and consistent with the best interests of its estate. Mr. Patton further relates that the Diocese and its Official Committee of Unsecured Creditors have been exploring a mediated solution to the Chapter 11 case. He avers that the Diocese is hopeful that the mediation will result in a consensual Chapter 11 plan of reorganization that provides for the liquidation of personal injury tort claims through an appropriate alternative dispute resolution process. "If the Current Deadline is not extended, the Debtor may have no choice but to remove the Actions immediately to preserve this alternative to a negotiated solution," Mr. Patton contends. He insists that immediate removal could result in motion practice under Section 1452(b) of the Judicial and Judiciary Procedures Code, which would be costly to the estate, and would distract the Diocese and other parties-in-interest from their efforts in negotiating a consensual and swift resolution to the case. He adds that if a consensual plan is ultimately negotiated, which provides an ADR mechanism for liquidation of personal injury tort claims, the removal and motion practice would have been unnecessary. Judge Sontchi will convene a hearing on June 1, 2010, at 2:00 p.m., to consider the Diocese's request. Pursuant to Del.Bankr.L.R. 9006-2, the Diocese's Removal Period is automatically extended until the conclusion of that hearing. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Delaware Court Allows $6.9MM Withdrawals --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Catholic Diocese of Wilmington, Inc., on an eighth interim basis, to make certain withdrawals from the pooled investment account for the benefit of the Diocese and certain pooled investors. Subject to the terms of the Custody Agreement, Judge Sontchi authorized the Diocese to make withdrawals from the pooled investment account and to process withdrawal requests of non- debtor pooled investors without further Court order, up to these applicable amounts: Pooled Investor Aggregate Cap --------------- ------------- Diocese $5,400,000 Foundation 414,500 Charities 231,768 Cemeteries 279,500 Holy Family 135,897 Corpus Christi 100,000 Siena Hall 85,665 Children's Home 79,140 Seton Villa 62,600 Holy Cross 50,000 Our Lady of Lourdes 40,000 Our Mother of Sorrows 23,620 St. Ann (Wilmington) 10,000 --------- Total $6,912,690 Notwithstanding any other provision of the Interim Order, the Custodian will have no liability for, or otherwise be in violation of the Interim Order, for acting in accordance with the Custody Agreement or processing any withdrawal or investment requests made by the Diocese. Judge Sontchi also authorized the Diocese to continue to invest and deposit funds into the pooled investment account in accordance with its prepetition practices, without the need for a bond or other collateral as required by Section 345(b). The entities with which the Diocese's pooled investment funds are deposited and invested will be excused from full compliance with the requirements of Section 345(b) until 45 days following the docketing of a final order directing compliance with Section 345(b) as to specific accounts following the next hearing on the requested relief. Nothing contained in the Interim Orders will prevent the Diocese from establishing any additional sub-funds within the Pooled Investment Account as it may deem necessary and appropriate, and the Account's Custodian is authorized to process the Diocese's request to account for transactions with respect to the sub-fund. In the event Pooled Investment Funds or their proceeds transferred by the Diocese to a non-debtor Pooled Investor pursuant to the Interim Orders are determined to have been property of the bankruptcy estate at the time of transfer, the transfer will be presumed to have been an unauthorized postpetition transfer within the meaning of Section 549(a)(2)(B) of the Bankruptcy Code, provided that the presumption may be rebutted by a showing that the transfer was made in the ordinary course of business within the meaning of Section 363(c)(1) of the Bankruptcy Code. Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, Judge Sontchi held that the terms and provisions of Interim Orders will be effective as of April 29, 2010. * * * The Diocese files with the Court a table of its sub-funds within the Pooled Investment Account, with asset values as of September 30, 2010. The Diocese explains that the table was inadvertently cut off in the request due to a typographical error. A copy of the full and complete table is available for free at: http://bankrupt.com/misc/Wilmington_Table_PIA_05272010.pdf About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CHA HAWAII: Management Plan Confirmed over St. Francis's -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the bankruptcy judge ruled in court on May 26 that he will confirm the Chapter 11 plan for Hawaii Medical Center LLC that was proposed jointly with the Official Committee of Unsecured Creditors. The competing plan by St. Francis Healthcare System of Hawaii isn't dead entirely, according to court records. If the joint plan isn't implemented by July 1, the judge will consider approving the St. Francis plan at a July 20 hearing. Wichita, Kan.-based CHA Hawaii LLC, Hawaii Medical Center East LLC, Hawaii Medical Center West LLC and Hawaii Medical Center LLC sought chapter 11 protection (Bankr. D. Del. Case No. 08-12027, transferred to Bankr. D. Hawaii Case No. 08-01369) on Aug. 29, 2008. The Debtors are represented by Christopher J. Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi in Honolulu; Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Del.; and Michael J. Kaczka, Esq., Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at McDonald Hopkins LLC in Cleveland, Ohio. The estimated their assets at $1 million and $10 million and their debts at $50 million and $100 million at the time of the Chapter 11 filings. CHEM RX: Taps KCC as Claims & Noticing Agent -------------------------------------------- Chem RX Corporation and its debtor-affiliates have asked for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as claims and noticing agent. KCC will, among other things: a. prepare and serve notices in the Debtors' Chapter 11 cases; b. within seven days after the mailing of a particular notice, file with the Court a copy of the notice service with a certificate of service attached indicating the name and complete address of each party served; c. receive, examine, and maintain copies of proofs of claim and proofs of interest filed in the Debtors' Chapter 11 cases; and d. maintain official claims registers in the Debtors' Chapter 11 cases by docketing proofs of claim and proofs of interest in a claims database. KCC will be compensated based on its services agreement with the Debtors. A copy of the agreement is available for free at: http://bankrupt.com/misc/CHEM_RX_servicespact.pdf Albert Kass, the Vice President of Corporate Restructuring Services of KCC, assures the Court that the firm 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 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: Wants Robert Rosenfeld as Chief Restructuring Officer -------------------------------------------------------------- Chem RX Corporation, et al., have asked for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Robert Rosenfeld at RSR Consulting, LLC, as chief restructuring officer, nunc pro tunc to the Petition Date. Mr. Rosenfeld and RSR will, among other things: a. review and assist in implementing existing short-term and long-term process improvement and control initiatives within the organization and identify and implement any additional term process improvement and control initiatives; b. communicate and/or negotiate with outside constituents including lenders, customers and suppliers; c. assist in any refinancing or restructuring of secured or unsecured debt; and d. assist in any sale or purchase of significant assets or business segments. RSR will be paid based on the hourly rates of its personnel: Robert Rosenfeld, Managing Director $375 Directors & Consultants $200-$295 To the best of the Debtors' knowledge, RSR and Mr. Rosenfeld 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 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. CIRTRAN CORPORATION: Posts $922,297 Net Loss for March 31 Qtr ------------------------------------------------------------- CirTran Corporation filed its quarterly report on Form 10-Q, showing a net loss of $922,297 on $2.1 million of net sales for the three months ended March 31, 2010, compared with a net loss of $2.25 million on $1.9 million of net sales during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $13.04 million in total assets and $19.9 million in total liabilities, for a stockholder's deficit of $6.88 million. The Company was unable to timely file its Form 10-Q. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?639b West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC) http://www.CirTran.com/-- and its subsidiaries provide turnkey manufacturing services using surface mount technology, ball-grid array assembly, pin-through-hole, and custom injection molded cabling in the United States and the People's Republic of China. CITIGROUP INC: To Issue and Sell $1.5 Billion Debt Securities ------------------------------------------------------------- Citigroup Inc. said it proposes to issue and sell $1.5 billion aggregate principal amount of its debt securities. The Securities will have these terms: Title: 4.750% Senior Notes Due 2015 Maturity: May 19, 2015 Interest Rate: 4.750% per annum Interest Payment Dates: Semi-annually on the 19th day of each May and November, commencing November 19, 2010 Initial Price to Public: 99.447% of the principal amount thereof, plus accrued interest, if any, from May 19, 2010 Redemption Provisions: The Securities are not redeemable by the Company prior to Maturity, except upon the occurrence of certain events involving United States taxation, as set forth in the Prospectus dated February 19, 2010 Record Date: The May 15th and November 15th preceding each Interest Payment Date A group of financial institution including Citigroup Global Markets Inc. offers to purchase, severally and not jointly, the principal amount of the securities at 99.122% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. The closing date will be on May 19, 2010, at 9:30 a.m. (Eastern Time). The closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP located at One Liberty Plaza, New York, New York 10006. A full-text copy of the terms of agreement is available for free at http://ResearchArchives.com/t/s?6381 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. CITIZENS REPUBLIC: DBRS Downgrades Ratings to 'B' ------------------------------------------------- DBRS has downgraded the ratings of Citizens Republic Bancorp, Inc. (Citizens or the Company), and its related entities, including its Issuer & Senior debt rating to B (low) from B (high). Citizens' banking subsidiaries' Short-Term Instruments ratings are unchanged at R-4. All ratings remain Under Review with Negative Implications. Subsequent to the rating actions, DBRS withdrew the ratings of Citizens' Iowa-based banking subsidiary, F&M Bank, due to its recent sale. The Under Review with Negative Implications for F&M Bank has not been resolved as a result of its sale. The rating actions followed the Company's release of 1Q10 operating results, which reflected a loss attributable to common shareholders of $90 million. The rating actions and Under Review with Negative Implications reflects Citizens' continuing struggle with severe asset quality issues and capital invasion, and DBRS's expectation of sustained elevated credit costs over the near to intermediate term. Furthermore, the Company anticipates that it will be subject to formal regulatory actions over the near term, which could further strain Citizens' financial flexibility. Ratings also consider the Company's large CRE concentration, currently adequate funding profile and well-established community banking and deposit franchise. DBRS's review will focus on Citizens' asset quality, capital erosion and franchise value. Additionally, the review will consider the implications of the anticipated formal regulatory actions and potential impact on the Company's financial flexibility. It is DBRS's perception that a significant amount of loss content remains embedded within Citizens' loan portfolio, especially given its sizeable commercial real estate exposure and Michigan dominated footprint, where unemployment far exceeds the national average. At March 31, 2010, the Company's nonperforming assets (NPAs) represented a high 7.34% of total loans, slightly down from 7.48% at December 31, 2009. Meanwhile, net charge-offs (NCOs) represented an elevated 6.16% of average loans for 1Q10, up from 4.00% for 4Q09. The bulk of the increase in NCOs was attributed to the Company writing down a sizeable component of residential mortgages, prior to placing them in the available for sale category. DBRS notes that Citizens' allowance for loan loss reserves was relatively modest at 58% of NPAs. DBRS anticipates that Citizens' NCOs may be volatile over the near to intermediate term, especially as the company works through its troubled loan portfolio. Citizens' core earnings (income before provisions and taxes) provide a modest level of loss absorption capacity for the Company, which are currently being overwhelmed by credit costs. DBRS expects this trend to continue over the intermediate term and to continue to pressure capital. Positively, the Company was able to bolster its capital position in late April 2010, as it received $50 million in proceeds from the sale of a bank subsidiary, F&M Bank. On a pro forma basis (including the proceeds for F&M Bank), the Company's tangible common equity to tangible assets, and Tier 1 and Total risk based capital ratios were 5.79%, 12.42% and 13.79%, respectively, versus 5.54%, 12.12% and 13.49%, respectively, at March 31 2010. DBRS comments that Citizens' capital position includes $300 million of TARP funds. DBRS notes that Citizens' funding is currently sound. At March 31, 2010, core deposits represented roughly 97% of net loans. The Company's good quality securities portfolio, which represents 19% of total assets, access to the FHLB and the Federal Reserve round out its liquidity profile. Citizens' parent maintains a solid liquidity position, as its $160 million of cash (including proceeds for F&M Bank) currently provides sound parent company coverage. DBRS notes that the holding company's nearest debt maturity is during February 2013, when roughly $17 million of subordinated notes mature. At YE09, the Company announced the deferral of interest payments on its two trust preferred securities and also suspended dividend payments on its TARP preferred shares. DBRS notes that it does not view the exercising of the contractual right to defer or skip payments as equivalent to default. CONGOLEUM CORP: Files Feasibility Analysis Prepared by SGS Capital ------------------------------------------------------------------ On May 27, 2010, Congoleum Corporation filed with the United States District Court, District of New Jersey, an expert report titled "Feasibility Analysis for Congoleum Corporation", dated May 25, 2010, prepared by SSG Capital Advisors, LLC. Although it believes that these expectations are based on reasonable assumptions, within the bounds of its knowledge of its business and operations, Congoleum Corporation says there can be no assurance that actual results will not differ materially from its expectations. Readers are thus cautioned not to place undue reliance on any forward-looking statements. "Any or all of these statements may turn out to be incorrect." A full-text copy of the feasibility analysis is available for free at http://researcharchives.com/t/s?6385 SSG was retained to provide this feasibility analysis for use in litigation and litigation support in connection with the confirmation of the Company's Plan of Reorganization. SGS assumes no liability for certain information contained in the report which were obtained from the Company's management. About Congoleum Corporation Based in Mercerville, New Jersey, Congoleum Corporation (PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures resilient sheet and tile and plank flooring products available in a wide variety of product features, designs and colors. The Company filed for Chapter 11 protection on December 31, 2003 (Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represent the Debtors. The Asbestos Claimants' Committee is represented by Peter Van N. Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale, Chtd. The Bondholders' Committee is represented by Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC, represents the Official Committee of Unsecured Creditors. R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, the Court-appointed Futures Claimants Representative, is represented by Roger Frankel, Esq., Richard Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC. American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum, is represented by Matthew Ward, Esq., Mark S. Chehi, Esq., Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher & Flom. Various entities have filed bankruptcy plans for the Debtors. In February 2008, the legal representative for future asbestos- related claimants; the asbestos claimants' committee; the official Committee of holders of the Company's 8-5/8% Senior Notes due August 1, 2008; and Congoleum jointly filed a joint plan of reorganization. Various objections to the Joint Plan were filed. In June 2008, the Bankruptcy Court issued a ruling that the Joint Plan was not legally confirmable. In August 2008, the Bondholders' Committee, the ACC, the FCR, representatives of holders of prepetition settlements and Congoleum entered into a term sheet describing the proposed material terms of a new plan of reorganization and a settlement of avoidance litigation with respect to prepetition claim settlement. Certain insurers and a large bondholder filed objections to the Litigation Settlement or reserved their rights to object to confirmation of the Amended Joint Plan. The Bankruptcy Court approved the Litigation Settlement in October 2008. The Amended Joint Plan was filed in November 2008. In January 2009, certain insurers filed a motion for summary judgment seeking denial of confirmation of the Amended Joint Plan. On February 26, 2009, the Bankruptcy Court rendered an opinion denying confirmation of the Amended Joint Plan. Moreover, the Bankruptcy Court dismissed Congoleum's bankruptcy case. On February 27, 2009, Congoleum and the Bondholders' Committee appealed the Order of Dismissal and the ruling denying plan confirmation to the U.S. District Court for the District of New Jersey. The District Court overturned the dismissal order, and assumed jurisdiction of the bankruptcy proceedings. CONSTELLATION BRANDS: Fitch Issuer Default Rating to 'BB' --------------------------------------------------------- Fitch Ratings has upgraded these ratings of Constellation Brands, Inc.: -- Issuer Default Rating to 'BB' from 'BB-'; -- Bank credit facility to 'BB' from 'BB-'; -- Senior unsecured notes to 'BB' from 'BB-'. STZ's total debt was approximately $3.8 billion as of Feb. 28, 2010, including approximately $1.8 billion of borrowings under its credit facility and $1.9 billion of senior unsecured debt. Fitch no longer maintains a senior subordinated debt rating as the company repaid its $250 million senior subordinated debt earlier this year. The Rating Outlook is Stable. The upgrade is a result of STZ's significant debt reduction over the past several quarters and the expectation for continued debt reduction, albeit at a slower rate. STZ has reduced its debt dramatically since May 31, 2008, when the company's debt peaked at almost $5.3 billion. The debt reduction was due to solid free cash flow generation and proceeds from asset dispositions. As a result of the company's significant deleveraging, debt protection measures have improved with total debt/adjusted EBITDA plus equity income down to 4.4 times at the end of fiscal 2010 from 4.8x last year and adjusted EBITDA plus equity income/interest expense up to 3.2x from 2.9x. Moderate improvement in these measures is expected over the next couple of years with sustained debt reduction and moderate earnings growth. STZ continues to prioritize debt reduction. However, debt reduction in fiscal 2011 is unlikely to be as substantial as in the past two years without major divestitures. STZ recently received a $300 million share purchase authorization from its Board of Directors and subsequently entered into an agreement to execute the full amount on an accelerated basis. The company expects fiscal 2011 free cash flow of $350 million to $400 million and received $60 million in the first quarter of fiscal 2011 from a note receivable related to its sale of its value spirits brands. FCF and the note proceeds should allow for continued debt reduction, after taking into account the company's share repurchase program. STZ's ratings and Outlook reflect the company's leading global market positions and well-known portfolio of wine, spirits and beer brands. The ratings balance the general stability of the company's operations, good operating margins and consistent free cash flow generation with its high leverage, which has been declining. Any further rating actions will be driven by operating margins and the level of debt reduction balanced against acquisitions and stock repurchases over time. For fiscal 2011, a sluggish premium wine market and difficult imported beer market in the U.S. due to economic weakness, limited wine growth internationally, and continuing operational difficulties in Great Britain and Australia are challenges. This will result in flat revenue in fiscal 2011. Operating income will also be pressured by these factors as well as anticipated weaker equity income from Crown Imports. However, cost savings will occur as a result of previous restructurings and the global initiative and offset shifts to lower margin business in the U.K. and Australia. Additionally, interest expense is expected to meaningfully decline after the company has reduced debt and repaid its higher coupon subordinated notes. STZ's liquidity remains adequate. As of Feb. 28, 2010, the company had a liquidity position of $561.4 million including $517.9 million of availability under its revolving credit facilities and $43.5 million of cash and equivalents. The company has a manageable maturity schedule for the next two fiscal years with long-term debt maturities of $187.2 million and $157.8 million in 2011 and 2012, respectively, before facing substantially higher maturities in fiscal 2013, 2014, and 2015 of $467.7 million, $466.5 million, and $647.7 million, respectively. The company has consistently generated FCF (defined by Fitch as cash flow from operations less capital expenditures and dividends), averaging nearly $300 million of FCF annually over the past five years. After recording $295 million of FCF in fiscal 2010, which was depressed due to a $65 million tax payment due to a divestiture, the company, as previously stated, expects to generate between $350 million and $400 million of FCF in fiscal 2011. Fitch views this range as reasonable given the company's expected operating performance. COUNTRY CLUB: Emerges from Chapter 11 Protection ------------------------------------------------ Lansing State Journal reports that Country Club of Lansing has been released from Chapter 11 bankruptcy because of its reorganization after filing for protection from its creditors. Based in Lansing, Michigan, Country Club of Lansing filed for Chapter 11 protection on May 20, 2009 (Bankr. W.D. Mich. Case No. 09-06092). Harold E. Nelson, Esq., at Nantz, Litowich, Smith & Girard, represents the debtor. The company listed both assets and debts of between $1 million and $10 million. COYOTES HOCKEY: Glendale Puts $25 Million into Escrow Account ------------------------------------------------------------- Mike Sannucks at Business Journal of Phoenix reports that the city of Glendale, Arizona, placed $25 million into an escrow account after the National Hockey League threatened to move the Phoenix Coyotes to another market. Mr. Sannucks relates that NHL has given Glendale until the end of the year to find an owner who will keep the team in Arizona. Glendale officials are hopeful they can get a deal done, though negotiations with Ice Edge Holdings and Jerry Reinsdorf are not progressing. The NHL likely will move the team to Winnipeg, Manitoba, if a deal here doesn't get done. 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. CRDENTIA CORP: Wins Confirmation of Sale-Based Plan --------------------------------------------------- Bill Rochelle at Bloomberg News reports that Crdentia Corp. won confirmation of a plan which provides for the sale of the business in exchange for debt due to ComVest Capital LLC, the secured lender owed $19 million. Headquartered in Winter Park, Florida, Crdentia Corp., fka LIfen, Inc., provides healthcare staffing services. Crdentia built a healthcare staffing company by acquiring 12 companies between 2003 and 2008. Crdentia provides healthcare staffing services to more 1,000 hospital, government, clinic, nursing home, and home care clients in five states. The Company filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. D. Delaware Case No. 10-10926). Jamie Lynne Edmonson, Esq., at Bayard PA, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. The Debtor's affiliate -- ATS Universal, LLC, fka ATS Health Services, dba South Queens Kentuck Fried Chicken -- filed a separate Chapter 11 petition on March 17, 2010, (Case No. 10- 10927). The affiliate listed up to $50,000 in assets and $10 million to $50 million in liabilities. CROWN CORK: Moody's Upgrades Corporate Family Rating to 'Ba2' ------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of Crown Cork and Seal Company, Inc. to Ba2 from Ba3. The upgrade reflects improvements in credit metrics stemming from the company's success in improving operating performance and reducing debt. Moody's also assigned a Baa2 rating to Crown's new $1 billion credit facility due May 2015. Additional instrument ratings are detailed below. The rating outlook remains stable. On May 26, 2010, Crown announced that it is contemplating the arrangement of new five-year senior secured revolving credit facilities in an aggregate principal amount of up to $1.0 billion, which will be available to Crown Americas LLC, Crown European Holdings S.A., Crown Metal Packaging Canada L.P., and certain subsidiary borrowers (the "proposed new revolving facilities"). The company presently intends that the proposed new revolving facilities would replace the existing senior secured revolving credit facilities that mature on May 15, 2011. To the extent that lenders under the company's existing senior secured revolving credit facilities do not participate as lenders under the proposed new revolving facilities, such existing senior secured revolving credit facilities will remain outstanding but aggregate borrowings are expected to be limited to $1.0 billion. The company currently intends to use borrowings under the proposed new revolving facilities to repay approximately $200 million, or approximately $100 million of each, of the company's existing U.S. dollar senior secured term loan facility and existing Euro senior secured term loan facility. Moody's took these rating actions for Crown Americas, LLC: -- Assigned $450 million US Revolving Credit Facility due 2015, Baa2 (LGD 2 - 11%) -- Upgraded $365 million US Term Loan B due 2012 to Baa2 (LGD 2 - 11%) from Baa3 (LGD 2 - 12%) -- Upgraded $500 million senior unsecured notes due 2013 to Ba3 (LGD 4 - 61%) from B1 (LGD 4 - 60%) -- Upgraded $600 million senior unsecured notes due 2015 to Ba3 (LGD 4 - 61%) from B1 (LGD 4 - 60%) -- Upgraded $400 million senior unsecured notes due 2017 to Ba3 (LGD 4 - 61%) from B1 (LGD 4 - 60%) Moody's took these rating actions for Crown, Cork and Seal Company, Inc.: -- Upgraded the corporate family rating to Ba2 from Ba3 -- Upgraded the probability of default rating to Ba2 from Ba3 -- Affirmed the speculative grade liquidity rating, SGL-2 -- Affirmed the stable rating outlook -- Upgraded $150 million senior unsecured notes due 2096 to B1 (LGD 6 - 93%) from B2 (LGD 6 - 93%) -- Upgraded $350 million senior unsecured notes due 2026 to B1 (LGD 6 - 93%) from B2 (LGD 6 - 93%) Moody's took these rating actions for Crown European Holdings S.A.: -- Assigned $500 million European revolving credit facility due 2015, Baa2 (LGD 2 - 11%) -- Upgraded EUR278 million ($388 million) Euro Term Loan B due 2012 to Baa2 (LGD 2 - 11%) from Baa3 (LGD 2- 12%) -- Upgraded EUR460 million ($558 million) 6.25% First Lien Notes due 2011 to Baa2 (LGD 2 - 11%) from Baa3 (LGD 2 - 12%) Moody's took these rating actions for Crown Metal Packaging Canada L.P.: -- Assigned $50 million Canadian revolving credit facility due 2015, Baa2 (LGD 2 - 11%) The ratings are subject to receipt and review of the final documentation. The ratings for the existing senior secured revolving credit facilities due 2011 will be withdrawn after the transaction closes. Crown's Ba2 corporate family rating reflects the company's position in an oligopolistic industry, relatively stable end markets and improved profitability. The rating is also supported by the high percentage of business under contract with strong raw material cost pass-through provisions, higher margin growth projects in emerging markets, and good liquidity. Crown's broad geographic exposure, including a high percentage of sales from faster growing developing markets, is both a benefit and a source of some potential volatility. The rating is constrained by the company's concentration of sales, exposure to international markets and risks inherent in its strategy to grow in emerging markets. The rating is also constrained by its asbestos liability. Moody's last rating action on Crown occurred on May 6, 2009, when Moody's rated Crown Americas' new notes B1 and affirmed the Ba3 corporate family rating and stable outlook. Headquartered in Philadelphia, Pennsylvania, Crown Cork and Seal Company Inc. is a global manufacturers of steel and aluminum containers for food, beverage, and consumer products. Revenue for the twelve months ended March 31, 2010, was approximately $8 billion. CRYSTAL SPRINGS: Taps Polsinelli Shughart as Bankruptcy Counsel --------------------------------------------------------------- Crystal Springs Investors LLC sought and obtained authorization from the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona to employ Polsinelli Shughart PC as bankruptcy counsel. PS will, among other things: a. prepare pleadings and applications and conduct examinations incidental to the administration of the bankruptcy case and estate; b. advise the Debtor of its rights, duties, and obligations under Chapter 11 of the U.S. Bankruptcy Court; c. take any and other necessary action incident to the proper preservation and administration of the Debtor's Chapter 11 estate; and d. advise the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, and the accompanying disclosure statement. Mary Martin, an attorney at PS, says that the firm will be paid based on the hourly rates of its personnel: Partners $275-$600 Associates $220-$250 Paralegals $135-$145 Ms. Martin assures the Court that PS is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Phoenix, Arizona-based Crystal Springs Investors LLC filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No. 10-14519). The Company estimated its assets and debts at $10,000,001 to $50,000,000. CRYSTAL SPRINGS PHASE I: Court OKs Polsinelli as Bankr. Counsel --------------------------------------------------------------- Crystal Springs Phase I LLC sought and obtained authorization from the Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona to employ Polsinelli Shughart PC as bankruptcy counsel. PS will, among other things: a. prepare pleadings and applications and conduct examinations incidental to the administration of the bankruptcy case and estate; b. advise the Debtor of its rights, duties, and obligations under Chapter 11 of the U.S. Bankruptcy Code; c. take any and other necessary action incident to the proper preservation and administration of the Debtor's Chapter 11 estate; and d. advise the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code. Mary Martin, an attorney at PS, says that the firm will be paid based on the hourly rates of its personnel: Partners $275-$600 Associates $220-$250 Paralegals $135-$145 Ms. Martin assures the Court that PS is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Phoenix, Arizona-based Crystal Springs Phase I filed for Chapter 11 bankruptcy protection on May 12, 2010 (Bankr. D. Ariz. Case No. 10-14516). The Company estimated its assets and debts at $10,000,001 to $50,000,000. CYNERGY DATA: Seeks July 30 Extension of Plan Exclusivity --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that former credit-card processor Cynergy Data LLC is asking the U.S. Bankruptcy Court to extend until July 30 its exclusive period to propose a Chapter 11 plan. A hearing on the request for a third extension is scheduled for June 23. Cynergy says it's on the cusp of wrapping up a dispute with secured lenders that has dogged the case from the outset. Previously, Cynergy said it was hoping to file a liquidating plan so a hearing could have been held April 1 to approve an explanatory disclosure statement. Launched in 1995, Cynergy Data is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon Peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to an affiliate of The ComVest Group. The $81 million sale of the assets was completed October. The Debtor was renamed to Liquidation Co. LLC following the sale. DUNHILL ENTITIES: To Sell Ala. Petroleum Terminals for $40.5MM -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Dunhill Entities LP was authorized by a bankruptcy judge to sell its two petroleum storage facilities in Alabama for $40.5 million to Arc Terminals LP. The purchase price is all paid in exchange for secured debt, except $500,000 cash. One of the two terminals is in Chickasaw, Alabama, which has a capacity of 650,000 barrels. The second, in Mobile, has an 850,000-barrel capacity. Dunhill Entities, along with affiliates, filed for Chapter 11 bankruptcy protection on March 26 in Mobile, Alabama (Bankr. S.D. Ala. Case No. 10-01342). The petition says assets are less than $50 million while debt exceeds $50 million. ELECTRICAL COMPONENTS: Moody's Assigns 'B2' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating to Electrical Components International, Inc., following the successful recapitalization of its balance sheet and emergence from Chapter 11 bankruptcy proceedings. At the same time, Moody's assigned Ba2 ratings to the first out, $33 million senior secured term loan A facilities and a B2 to the second out, $145 million senior secured term loan B facility. The rating outlook is stable. Through the prepackaged bankruptcy process, ECI substantially reduced its balance sheet debt levels while raising nearly $60 million in new capital from external sources to provide additional liquidity to fund its emergence as well as near term working capital needs. The B2 rating reflects ECI's high financial leverage, which was roughly 5.0x on an adjusted basis at emergence, an adequate liquidity profile, which benefits from over $55 million of cash, and high customer concentrations within the North American "white goods" appliance market. While ECI's reliance on the top three appliance manufacturers in the U.S. is substantial and currently weighs on the ratings, Moody's believes these relationships position the company to benefit from the stronger demand for appliances expected in 2010 as the U.S. economy gradually improves and consumer spending increases. The stable outlook reflects Moody's expectation that ECI will restore margins to levels consistent with its historical performance over the intermediate term, while reducing leverage to compare favorably with rating peers. Margins should improve as order volumes rebound and cost cutting initiatives implemented in recent periods are leveraged across the remaining manufacturing plants. Further, ECI's focus on new project wins and broadening the customer base is expected to slowly improve the company's diversification, however, it is not expected to shift Moody's views on the company's credit risk associated with its customer concentrations over the near term. These ratings/assessments were assigned: * Corporate family rating at B2; * Probability of default rating at B2; * Ba2 (LGD1, 9%) rating to the $12.5 million initial term loan A sub-tranche due 2015 * Ba2 (LGD1, 9%) rating to the $20 million additional term loan A sub-tranche due 2012 * B2 (LGD4, 52%) rating to the $145 million Tranche B term loan facilities due 2015 The last rating action on ECI was on April 2, 2010, when the ratings were withdrawn following the company's Chapter 11 bankruptcy filing. ECI, headquartered in St. Louis, Missouri, is a leading designer, manufacturer and marketer of wire harnesses and provider value added assembly services to North American, European and Asian "white goods" appliance manufacturers. The company generated $460 million of sales in 2009. ELECTROGLAS INC: Wins Confirmation of Liquidation Ch. 11 Plan ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Electroglas Inc. secured confirmation of a liquidating Chapter 11 plan. The Debtors' assets were sold in two sale transactions that netted $8.36 million. Electroglas Inc. and Electroglas International Inc. sold all of their "motion control for advanced technology assets" to Seneca Merger Sub, Inc., a subsidiary of FormFactor, Inc. Electroglas sold all of its other assets to EG Systems, LLC. Distributions to holders of general unsecured claims will be comprised mostly, if not exclusively, of $500,000 that was paid by FormFactor, Inc., to WCSR at the closing of the sale of the MCAT business. The Plan will be funded by (i) available cash on the effective date and (ii) funds available after the effective date from, among other things, the liquidation of the Debtors' remaining assets, the prosecution and resolution of causes of action, and any release of cash from the disputed general unsecured claims reserve and the plan administrator reserve after the effective date. A full-text-copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ElectroglassInc_DS.pdf About Electroglas Inc. Headquartered in San Jose, California, Electroglas, Inc., supplies semiconductor manufacturing test equipment and software to the global semiconductor industry, and have been in the semiconductor equipment business for more than 40 years. The Debtors' other major source of revenue comes from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies. The Company, along with affiliate Electroglas International, Inc., filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416). David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper Hamilton LLP represent the Debtors in their restructuring effort. The Debtors listed total assets of $19,625,000 and total debts of $31,542,000. FLYING J: Plan Exclusivity Will Expire June 22 ---------------------------------------------- Bill Rochelle at Bloomberg News reports that Flying J Inc. received the last extension of its exclusive right to propose a plan that bankruptcy law allows. After June 22, any creditor or interested party may file plan because Flying J, by that time, will have been in Chapter 11 for 18 months. Flying J filed a reorganization plan in February to pay creditors in full, with the excess going to existing shareholders. Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. F&M BANK-IOWA: Fitch Withdraws Low-B Ratings -------------------------------------------- Fitch Ratings has withdrawn the ratings for F&M Bank-Iowa, the former bank subsidiary of Citizens Republic Bancorp, Inc., and removed them from Rating Watch Positive where they were placed on Feb. 3, 2010. This rating action is solely related to F&M having been acquired by Great Western Bank of Sioux Falls, SD, a wholly-owned U.S. subsidiary of National Australia Bank Ltd (rated 'AA/F1+' by Fitch). This rating action does not affect the ratings of CRBC (rated 'B-'/B with a Negative Outlook). Citizens Republic Bancorp, Inc. is an $11.6 billion bank holding company headquartered in Flint, MI that operates 229 offices in the Midwest. It serves markets in Michigan, Ohio, Wisconsin, and Indiana. Fitch's rating actions are a result of a focused review of Fitch's 'Master Global Financial Institutions Criteria' dated Dec. 29, 2009, due to the completion of F&M's sale to a subsidiary of a highly rated issuer. These ratings have been removed from Rating Watch Positive and subsequently withdrawn by Fitch: F&M Bank - Iowa -- Long-term Issuer Default Rating 'B-' -- Short-term IDR 'B' -- Long-term deposits 'B/RR3' -- Short-term deposits 'B' -- Individual 'D/E' -- Support '5' -- Support Floor 'NF' FORD MOTOR: Shareholders Elect 13 Directors ------------------------------------------- Ford Motor Company disclosed that at the annual meeting of shareholders on May 13, 2010, shareholders submitted votes in connection with the proposal to elect 13 directors: Nominee For Against Broker Non-Votes ------- --- ------- ---------------- Stephen G. Butler 4,048,797,068 34,761,209 896,481,428 Kimberly A. Casiano 3,990,704,447 92,853,829 896,481,428 Anthony Earley Jr. 3,541,459,396 542,098,881 896,481,428 Edsel B. Ford II 3,969,245,868 114,312,409 896,481,428 William Ford Jr. 4,021,119,076 62,439,201 896,481,428 Richard A. Gephardt 3,998,533,630 85,024,647 896,481,428 Irvine Hockaday Jr. 4,025,195,316 58,362,961 896,481,428 Richard A. Manoogian 3,588,521,447 495,036,830 896,481,428 Ellen R. Marram 3,706,597,286 376,960,991 896,481,428 Alan Mulally 4,033,723,589 49,834,688 896,481,428 Homer A. Neal 4,030,071,792 53,486,485 896,481,428 Gerald L. Shaheen 4,048,554,072 35,004,205 896,481,428 John L. Thornton 3,704,424,488 379,133,788 896,481,428 The regulatory filing showing all of the proposals voted upon by shareholders is available for free at http://ResearchArchives.com/t/s?637a Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. At December 31, 2009, the Company had US$194.850 billion in total assets against US$201.365 billion in total liabilities. Total deficit attributable to Ford Motor at December 31, 2009, was US$7.820 billion. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. In March 2010, Moody's Investors Service raised Ford's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B2 from B3, secured credit facility to Ba2 from Ba3, senior unsecured debt to B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford Credit's senior debt rating to B1 from B2. The Troubled Company Reporter stated on April 30, 2010, Standard & Poor's revised its outlook on Ford Motor Co. and related entities to positive from stable and affirmed its ratings on these entities, including the 'B-' corporate credit rating on Ford and Ford Motor Credit Co. LLC and the 'B' rating on FCE Bank PLC. The outlook revision follows Ford's announcement of profitable first- quarter results, including an 8.9% pretax margin in its North American automotive operations. On May 3, 2010, the TCR reported that Fitch Ratings upgraded the Issuer Default Ratings for Ford Motor Co. and its captive finance subsidiary Ford Motor Credit Co. to 'B' from 'B-'. The Rating Outlook for both Ford and Ford Credit remains Positive. FORUM HEALTH: Nurses Assoc. Approves Ardent Medical's Final Offer ----------------------------------------------------------------- Business Journal Daily reports that the Ohio Nurses Association/Youngstown General Duty Nurses Association accepted a final offer from Ardent Medical Services Inc. that expresses interest in acquiring Forum Health Inc. Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). Paul W. Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC, serve as lead counsel to the Debtors. The Debtors have also tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co- counsel; Kurtzman Carson Consultants LLC as claims, noticing and balloting agent; and Huron Consulting Services LLC as financial advisors. Alston & Bird LLP represents the official committee of unsecured creditors formed in the Chapter 11 cases. At the time of its filing, Forum Health estimated that it had assets and debts both ranging from $100 million to $500 million. FONTAINEBLEAU LV: Ch. 7 Trustee Taps Kapila as Fin'l Advisor ------------------------------------------------------------ Soneet R. Kapila, the Debtors' Chapter 7 Trustee, sought and obtained the Court's permission to appoint himself and Kapila & Company, as financial advisor and accountant, nunc pro tunc to April 20, 2010. Prior to conversion of their cases to Chapter 7, the Debtors were engaged in the ongoing construction and development of the Fontainebleau Las Vegas as a signature "Tier A" casino hotel resort with gaming, lodging, convention and entertainment amenities, Susan Heath Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, Florida -- ssharp@srbp.com -- relates. The Project is situated on the sites of the former El Rancho and Algiers hotels at the north end of Las Vegas Boulevard in Las Vegas, Nevada. As advisor, Kapila & Company will (i) prepare reports and income tax returns, (ii) analyze proofs of claim, (iii) evaluate avoidable transfers, and (iv) compile and analyze other financial information as may be requested by the Trustee or the Trustee's counsel. Ms. Sharp says that Kapila & Company has agreed to be compensated in accordance with Section 330 of the Bankruptcy Code. Mr. Kapila assures the Court that Kapila & Company and its professionals are disinterested as required by Section 327(a) of the Bankruptcy Code. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of approximately $150 million. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU LV: Submits List of Unpaid Debts & New Creditors -------------------------------------------------------------- Fontainebleau Las Vegas Holdings and its affiliates submitted separate notices of certain documents required to be filed pursuant to Rule 1019 of the Federal Rules of Bankruptcy Procedure, Local Rules and the order converting their cases under Chapter 11 to cases under Chapter 7 of the Bankruptcy Code. Specifically, the Debtors filed with the Court a list of unpaid debts of Fontainebleau Las Vegas LLC and Fontainebleau Las Vegas Retail incurred since the Petition Date, a copy of which is available for free at: http://bankrupt.com/misc/FB_R1019_UnpaidDebts_050310.pdf The Debtors also filed a list of new creditors to be added in their original list. A copy of that list is available for free at http://bankrupt.com/misc/FB_Rule1019_Creditors_05032010.pdf About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC and its units filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. The Debtors' claims agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. In February 2010, Icahn Enterprises L.P. acquired from Fontainebleau Las Vegas and certain affiliated entities, the Fontainebleau property and improvements thereon located in Las Vegas, Nevada, for an aggregate purchase price of approximately $150 million. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Hasn't Waived Debt Conversion, Judge Says --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that General Growth Properties Inc. prevailed over a group of secured lenders when the bankruptcy judge ruled that GGP hadn't waived the right to convert financing into equity as part of a reorganization plan. Lenders that provided $400 million in financing for the reorganization asserted that General Growth should have given notice of the election to convert debt to equity when the bankruptcy court on May 7 selected a group including Brookfield Asset Management Inc. to be the lead bidder in providing equity purchase and financing commitments underpinning a reorganization plan. According to Bloomberg, the bankruptcy judge ruled that the action earlier this month hadn't triggered the notice requirement and that General Growth hasn't waived the right to convert debt. 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) GENERAL MOTORS: Bates White Tapped for Asbestos Debts Valuation --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Motors Liquidation Co. sought and obtained the Court's authority to retain Bates White, LLC, as its consultant on the valuation of asbestos liabilities, nunc pro tunc to March 16, 2010. As consultant, Bates White will: (a) estimate the number and value of present and future asbestos personal injury claims; (b) assist the Committee in negotiations with various parties and the review and analysis of any proposed disclosure statement, plan or similar documents relating to the liquidation of the Debtors' estates; (c) review and analyze the Debtors' asbestos claims database and of the Debtors' resolution of various asbestos claims; (d) review and analyze the structure of any asbestos trust pursuant to a plan of liquidation; (e) assist the Committee in preparing expert testimony or reports and in the evaluation of reports and testimony by other experts and consultants; and (f) perform other advisory services as may be requested by the Committee. Bates White will be paid according to its current hourly rates: Partner (Charles E. Bates) $850 Principal $425-$525 Manager (Rachel Grinberg) $395 Senior Consultant $325-$350 Consultant II $275-$295 Consultant I $255 Project Coordinator $225 Project Assistant $200 Research Assistant $160 Bates White will be reimbursed for necessary out-of-pocket expenses. Charles E. Bates, PhD, a member of Bates White, LLC, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Committee, the Debtors and their estates. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Discusses Plan of Liquidation with Committee ------------------------------------------------------------ Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive period within which Motors Liquidation Company (f/k/a General Motors Corporation) and its affiliated debtors may: (1) file a Chapter 11 plan of reorganization until September 27, 2010; (2) solicit acceptances of that plan until November 29, 2010. The Debtors noted that, along with the Official Committee of Unsecured Creditors, they have worked, and continue to work, constructively and have had several meeting to discuss plan structure and gating issues. The Extended Exclusive Periods will allow them to pursue ongoing analyses of the assets and liabilities of the Debtors -- which must be completed before a confirmable Chapter 11 plan can be proposed and fully negotiated with the Debtors' constituents. Parties-in-Interest Express Support As the representative for general unsecured creditors -- one of the primary beneficiaries of the Chapter 11 Plan -- the Creditors' Committee anticipates continuing to work closely with the Debtors in the next few months on efficiently winding down the Debtors' estates and emerging from chapter 11, Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, says. As of May 28, the Debtors have discussed the proposed terms of a plan of liquidation with the Creditors' Committee and have involved the Committee in discussions on the progress of environmental negotiations. The Debtors have also worked closely with the Committee in developing and implementing alternative dispute resolution procedures to minimize claims against the estate. In connection with the sale of substantially all of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code, the Debtors received 10% of the stock and 15% of the warrants in New GM. The Committee expects that these stock and warrants will be available for distribution to the Debtors' general unsecured creditors. In addition, the Committee has a substantial interest in the formulation and confirmation of an appropriate Chapter 11 Plan which will ensure timely distribution to holders of allowed unsecured claims, says Mr. Mayer. According to Mr. Mayer, the Creditors' Committee supports the Exclusive Periods extension, as requested by the Debtors. The Committee proposes however, that at the appropriate time, the Debtors publicly outline the proposed timeline for emergence from Chapter 11. "This information is vital for the tens of thousands of unsecured creditors who have been eagerly awaiting a distribution since the closing of the 363 Transaction in July 2009," Mr. Mayer notes. The Committee reserves all of its rights to seek a termination of the Exclusive Periods or challenge any subsequent requests for an extension of the Exclusive Periods, in the event the Debtors and the Committee are unable to continue to work together to effectuate the consummation of a Chapter 11 plan in a timely manner, Mr. Mayer adds. In a separate supplemental statement, the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims clarifies that its claims consultant had received access to the Debtors' database of prepetition claims on May 15, 2010. The ACC notes that it supports the Exclusivity Extension, reserving the rights of all parties with respect to any subsequent motion to extend or terminate that Exclusivity. In a separate statement, Dean M. Trafelet, as the legal representative for holders of future asbestos personal injury claims against the Debtors, says the investigation of the Debtors' current and future asbestos-related liabilities is in its infancy. Because the Debtors intend to shed all liability for the asbestos claims asserted against them, it is critical that the Asbestos Committee be allowed to conduct a thorough investigation into the Debtors' asbestos-related liabilities to ensure that the trust will provide substantially similar treatment to both present and future asbestos-related claims. The proper review and analysis of the asbestos-related claims against the Debtors is critical to the success of any plan that will establish a trust mechanism for processing and paying asbestos-related personal injury claims. Accordingly, Mr. Trafelet supports the extension of the Exclusive Periods. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Hires Hamilton as Asbestos Claims Consultant ------------------------------------------------------------ Motors Liquidation Co., formerly General Motors Corp., sought and obtained authority from the Court to employ Hamilton, Rabinovitz & Associates, Inc., as consultant with respect to asbestos claims. As of the Petition Date, lawsuits asserting approximately 29,000 asbestos-related personal injury claims were pending against Motors Liquidation Company and the company's consolidated books and records reflected a reserve in the amount of approximately $660 million with respect to its liability for asbestos claims, both present and future. The Debtors intend to provide for treatment of present asbestos claims and "future" asbestos claims in their Chapter 11 plan. The Debtors currently contemplate that, although, as stated, the plan will not provide for an injunction under Section 524(g) of the Bankruptcy Code, the plan will provide for a trust to be established for present and future asbestos-related personal injury claims, which trust will (i) receive its appropriate ratable share of the consideration to be distributed in respect of allowed prepetition unsecured claims, and (ii) have the sole responsibility to address and make distributions to holders of present and future asbestos-related claims, in full settlement, satisfaction, and discharge thereof, with no further liability or responsibility remaining with the Debtors or their successors. In connection with this process, the Debtors believe they require the services of an asbestos claims valuation expert to quantify their potential liability for these claims and to assist them in interfacing and negotiating with the other constituencies in these cases with respect to the chapter 11 plan and the appropriate amount of the consideration to be distributed under the plan to the trust for the benefit of present and future asbestos claimants. Pursuant to an engagement letter, HR&A will: (a) estimate the number and value in total and by disease of present and future asbestos-related personal injury claims; (b) assist the Debtors in analyzing estimates prepared by other constituencies of present and future asbestos- related personal injury claims; (c) assist the Debtors in formulating and negotiating a Chapter 11 plan as it relates to the treatment of present and future asbestos-related personal injury claims; (d) prepare and analyze expert reports and provide testimony, as necessary, in any hearings relating to the Chapter 11 cases; and (e) provide other services as requested by the Debtors. HR&A will be paid according to its customary hourly rates: Partners (Hamilton, Rabinovitz) $650 Managing Directors $600 Principals $400 Directors $350 Managers $325 Senior Analysts $250 Analysts $200 Research Associates $100 HR&A will also be reimbursed for any necessary out-of-pocket expenses. Francine F. Rabinovitz, president of Hamilton, Rabinovitz & Associates, Inc., assures the Court that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Wins Nod to Hire Deloitte as Tax Advisor -------------------------------------------------------- Motors Liquidation Co., formerly General Motors Corp., and its units received authority from Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to employ Deloitte Tax LLP to provide tax advisory services in their cases, nunc pro tunc to January 1, 2010. Deloitte Tax was one of the accounting firms for General Motors prior to the Petition Date. Thus, the firm possesses certain records and institutional knowledge relevant to tax matters involving the Debtors, Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York -- harvey.miller@weil.com -- tells the Court. Accordingly, the retention of Deloitte Tax as tax advisor "is the most practical, efficient and economic way in which to proceed," Mr. Miller asserts. Pursuant to an engagement letter dated January 21, 2010, Deloitte Tax will provide tax advisory services on federal, foreign, state and local tax matters on an as-requested basis. Those services will relate principally to the preparation and submission of private letter rulings to the Internal Revenue Service relating to a Chapter 11 plan, relates Mr. Miller. The Debtors will pay the professionals at Deloitte Tax based on these hourly rates and the nature of services they will provide: Professional Local National ------------ ----- -------- Partner $723 $837 Senior Manager $595 $642 Manager $531 $557 Senior Associate $425 $425 Staff $340 $340 Deloitte Tax will also be reimbursed for necessary out-of-pocket expenses. Mr. Miller assures the Court that Deloitte Tax will not provide services that are duplicative of those to be provided by other professionals in the Debtors' Chapter 11 cases. Pursuant to the Engagement Letter, the Debtors will indemnify and hold harmless Deloitte Tax, its subcontractors and their personnel from all claims, liabilities or expenses relating to the Engagement, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte Tax or its subcontractors. The Engagement Letter also provides for a limitation on damages of Deloitte Tax, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte Tax or its subcontractors. Because the Debtors' retention of Deloitte Tax is being sought pursuant to Section 363 of the Bankruptcy Code, the firm is not subject to the "disinterested" standard of Section 327 -- to which the Office of the U.S. Trustee "has no objection," Mr. Miller says. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: To Invest C$245 Million at Ontario Plant -------------------------------------------------------- The Globe and Mail reported that General Motors of Canada Ltd. said it will begin producing a new, fuel-efficient transmission at a plant in St. Catharines, Ont., in 2012. According to the report, General Motors' Canada unit has announced a string of investments since its parent company emerged from Chapter 11 bankruptcy protection last year. The latest announcement is a C$245-million plan to build six-speed transmissions to supply assembly plants in Oshawa, Ont., and Ingersoll, Ont., both of which have already boosted or plan to increase vehicle production amid a market recovery and heavy demand for the company's Chevrolet Equinox and GMC Terrain crossover utility vehicles. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: U.S. Treasury to Pick Lead Bank for IPO ------------------------------------------------------- The U.S. Treasury and General Motors Co. may choose a lead underwriter for the automaker's initial public offering as soon as next week, two people familiar with the matter said, according to a report by Serena Saitto and David Welch at Bloomberg News. According to Bloomberg, its sources said GM must decide soon on an underwriter in order to sell shares publicly by the fourth quarter. Chief Executive Officer Ed Whitacre, appointed chairman when GM emerged from bankruptcy in July, has said the automaker may sell shares to the public as early as this year. Meanwhile, Mr. Whitacre, according to Bloomberg, wants to secure an automotive lending unit before a public offering in the fourth quarter, people familiar with the plan have said, Bloomberg reports. GM hasn't had such a subsidiary since former CEO Rick Wagoner sold 51% of GMAC to private-equity firm Cerberus Capital Management LP in 2006, Bloomberg notes. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At December 31, 2009, GM had total assets of US$136.295 billion against total liabilities of US$107.340 billion. At December 31, 2009, total equity was US$21.249 million. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOLDEN EAGLE: Chisholm Biefwolf Raises Going Concern Doubt ---------------------------------------------------------- Chisholm, Bierwolf, Nilson & Morrill LLC of Bountiful, Utah, expressed substantial doubt about Golden Eagle International Inc.'s ability as a going concern. The firm reported that the company has significant working capital deficit, has incurred significant losses since inception, and is dependent of financing to continue operations. The Company reported a net loss of $3.4 million on $3.9 million of revenues for the year ended Dec. 31, 2009, compared with a net loss of $1.7 million on $596,443 of revenues during the same period a year earlier. The Company's balance sheet for Dec. 31, 2009, showed $5.6 million in total assets and $2.9 million in total liabilities, for a stockholders' equity of $2.6 million. A full-text copy of the Company's Form 10-K is available for free at http://ResearchArchives.com/t/s?639c About Golden Eagle Headquartered in Salt Lake City, Utah, Golden Eagle International, Inc., (OTCBB: MYNG) is engaged in contract gold milling operations in the state of Nevada in the United States. It has also been involved in the business of minerals exploration, mining and milling operations in Bolivia through its Bolivian-based wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia); however it is engaged in no operations in Bolivia at this time as certain of those operations are suspended pending changes in the social/political and mine taxing environments in Bolivia while the Company has terminated its interest in other Bolivian projects. The Company has entered into an agreement with Queenstake Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada Gold Corp., to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada. GOLDEN EAGLE: Posts $630,822 Net Loss in Q1 2010 ------------------------------------------------ Golden Eagle International, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $630,822 on zero revenue for the three months ended March 31, 2010, compared with a net loss of $453,928 on $814,683 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $5,262,673 in assets, $3,235,103 of liabilities, and $2,027,570 of stockholders' equity. Chisholm, Bierwolf, Nilson & Morrill, in Bountiful, Utah, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a significant working capital deficit, has incurred significant losses since inception, and is dependent of financing to continue operations. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?638a Based in Salt Lake City, Golden Eagle International, Inc. Golden Eagle International, Inc. (OTC BB: MYNG) was previously focused on minerals exploration and mining and milling operations in Bolivia through its Bolivian-based wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia). However, in late 2008 the Company suspended these operations, and in March 2010 transferred control of its Bolivian assets and operations to an unaffiliated third party. The Company expects to transfer ownership of those assets and operations during the second quarter of 2010, although there can be no assurance that it will be able to complete the transactions with the purchaser. HAWKEYE RENEWABLES: Files Amended Plan of Reorganization -------------------------------------------------------- Hawkeye Renewables, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a proposed Plan of Reorganization dated as of May 25, 2010. According to the amended Plan, the Reorganized Renewables will be authorized, but not required, to enter into the exit facility for any purpose permitted thereunder, including the funding of obligations under the Plan and satisfaction of ongoing working capital needs. Secured claims, under Class 2, will be (i) reinstated or (ii) holders will receive cash in the full amount of the allowed claim, including any postpetition interest accrued. General Unsecured claims (Classes 5A and 5B), and equity interests will receive no property under the Plan and will be cancelled as of the effective date. A full-text copy of the Amended Plan is available for free at http://bankrupt.com/misc/HawkeyeRenewables_Plan.pdf The Debtor is represented by: Weil, Gotshal & Manges LLP Michael F. Walsh, Esq. 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Richards, Layton & Finger, P.A. Mark D. Collins One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 About Hawkeye Renewables Ames, Iowa-based Hawkeye Renewables, LLC, -- dba Iowa Falls Ethanol Plant, LLC -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Blackstone Advisory Partners, LP, is the Company's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Company's claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. HAWKEYE RENEWABLES: Reaches Settlement with Lenders --------------------------------------------------- Hawkeye Renewables LLC negotiated a settlement between first- and second-lien creditors aimed at enabling confirmation of a Chapter 11 plan that would modify the reorganization proposed as part of the prepackaged reorganization that began Dec. 21. Originally, the first-lien lenders, owed $593 million, were to get all the equity and a new $25 million secured term loan. The second-lien creditors, who opposed the plan at three days of confirmation hearings in March and April, were offered a profit participation equivalent to 7.5% of distributions over $435 million. The settlement increases the take of the second- lien holders by giving them 1 percent of the equity and 10% above distributions of $435 million. The first-lien's distribution drops from 100 percent to 99% of the new equity. Hawkeye asked the bankruptcy judge in a motion to rule that the changes aren't material so a new vote by creditors isn't necessary. The Company proposes a June 1 hearing on the request. The Company has won an extension until June 19 of its exclusive right to propose a reorganization plan. About Hawkeye Renewables Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol Plant, LLC -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Blackstone Advisory Partners, LP, is the Company's financial advisor. Epiq Bankruptcy Solutions, LLC, is the Company's claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. HEALTHSOUTH CORP: Presents at Baird's Growth Stock Conference ------------------------------------------------------------- HealthSouth Corporation participated in Baird's 2010 Growth Stock Conference on May 18 to 20, 2010. The Company said it addressed its strategy, objectives, and financial performance and discuss industry trends and dynamics. The Company has included data published through the Uniform Data System for Medical Rehabilitation for the first quarter of 2010. The Company disclosed that Adjusted Consolidated EBITDA rose to $106.4 million during three months ended March 31, 2010, from $98.4 million during the same period in 2009. Adkisted free cash flow hiked to $49 million during the first quarter of 2010, from $36.3 million during the year before. A full-text copy of the Company's presentation is available for free at http://ResearchArchives.com/t/s?6380 About HealthSouth Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. As of December 31, 2009, the Company had total assets of $1.681 billion against total liabilities of $2.191 billion and convertible perpetual preferred stock of $387.4 million. HEREFORD INSURANCE: A.M. Best Affirms FSR of 'C++' -------------------------------------------------- A.M. Best Co. has affirmed the financial strength rating (FSR) of C++ (Marginal) and issuer credit rating (ICR) of "b" of Hereford Insurance Company (Hereford) (Long Island City, NY). The outlook for both ratings is stable. Concurrently, A.M. Best has withdrawn the ratings at the company's request and assigned an NR-4 (Company Request) to the FSR and an "nr" to the ICR. The ratings reflect Hereford's vulnerable risk-adjusted capitalization, significant dependence on reinsurance, geographic and product concentration, highly competitive conditions in its markets and the potential need at the parent holding company, Hereford Holding Company, Inc., to provide capital support for a recently acquired private passenger automobile insurer. Offsetting these rating factors is Hereford's solid historical underwriting and operating performance, which is representative of its niche market positions in commercial automobile liability and workers' compensation insurance, focusing on the medallion taxi and for-hire-livery markets throughout New York City. IMAGE METRICS: Posts $2.8 Million Net Loss in Q2 Ended March 31 --------------------------------------------------------------- Image Metrics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2,757,000 on $1,575,000 of revenue for the three months ended March 31, 2010, compared with a net loss of $2,521,000 on $167,000 of revenue for the three months ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $3,090,000 in assets and $9,596,000 of liabilities, for a stockholders' deficit of $6,506,000. The Company has incurred significant operating losses and has accumulated a $30,370,000 deficit as of March 31, 2010. The Company's ability to continue as a going concern is dependent upon it being able to successfully raise further capital through equity or debt financing and continued improvement of our results of operations. "These conditions indicate a material uncertainty that casts significant 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?6387 Santa Monica, Calif.-based Image Metrics Inc., formerly International Cellular Accessories, is a global provider of technology-based facial animation services to the interactive entertainment and film industries. INTERNATIONAL COAL: Names Bezik and Catacosinos as Directors ------------------------------------------------------------ International Coal Group Inc. elected two class II directors -- Cynthia B. Bezik and William J. Catacosinos -- for a term of three years during its 2010 annual meeting of stockholders. A full-text copy of the Company's regulatory filing is available for free at http://ResearchArchives.com/t/s?637e About International Coal Group Scott Depot, West Virginia-based International Coal Group, Inc. (NYSE: ICO) produces coal in Northern and Central Appalachia and the Illinois Basin. The Company has 13 active mining complexes, of which 12 are located in Northern and Central Appalachia, and one in Central Illinois. ICG's mining operations and reserves are strategically located to serve utility, metallurgical and industrial customers throughout the eastern United States. * * * As reported by the Troubled Company Reporter on March 11, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on International Coal Group LLC to 'B+' from 'B-'. The TCR on March 10, 2010, Moody's Investors Service affirmed the ratings of International Coal Group, including the corporate family rating of Caa1. Moody's assigned a Caa1 (LGD 4; 57%) rating to the company's new $200 million second lien senior secured notes due 2018. The rating outlook remains stable. KEMET CORP: Posts $69.4 Million Net Loss in Fiscal 2010 ------------------------------------------------------- KEMET Corporation filed on May 25, 2010, its annual report for the fiscal year ended March 31, 2010. The Company reported a net loss of $69.4 million on $736.3 million of revenue for fiscal 2010, compared with a net loss of $285.2 million on $804.4 million of revenue for fiscal 2009. The Company's balance sheet as of March 31, 2010, showed $741.0 million in assets, $456.7 million of liabilities, and $284.3 million of stockholders' equity. KPMG LLP, in Greenville, in Greenville, S.C., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the fiscal year ended March 31, 2009. The independent auditors noted that the Company has experienced a decline in net sales, profitability and liquidity during the year ended March 31, 2009 As of March 31, 2010, Ernst & Young LLP, the Company's independent auditors for fiscal 2010, issued an unqualified opinion that did not include an explanatory paragraph with respect to going concern uncertainty. "In the first quarter of fiscal year 2010, the Company consummated a tender offer to extinguish $93.9 million in aggregate principal amount of the 2.25% Convertible Senior Notes and executed the Revised Amended and Restated Platinum Credit Facility with K Financing as amended on September 30, 2009, and amendments to the UniCredit Corporate Banking S.p.A. facilities which improved the Company's liquidity. On May 5, 2010, the Company completed a private placement of $230.0 million of 10.5% Senior Notes due 2018. In addition, during fiscal year 2010, the Company's liquidity improved as a result of management initiated cost reductions and working capital initiatives, and increases in net sales." A full-text copy of the annual report report is available for free at http://researcharchives.com/t/s?638b Based in Simpsonville, South Carolina, KEMET Corporation (Other OTC: KEME) -- http://www.kemet.com/-- is a global manufacturer of a wide variety of capacitors. The Company's product offerings include tantalum, multilayer ceramic, solid and electrolytic aluminum, film and paper capacitors. * * * This concludes the Troubled Company Reporter's coverage of KEMET Corporation until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. LEHMAN BROTHERS: Gets Approval of Fenway Settlement --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved a deal that will allow Lehman Paper Commercial Inc. to repurchase assets from Fenway Capital LLC. The assets to be repurchased include LCPI's interests in real property loans and other assets that were transferred to Fenway Capital under an August 22, 2008 master repurchase agreement. The court-approved deal also provides for the termination of the MRA and the cancellation of a commercial paper program with Fenway Funding LLC. LCPI will be the sole owner of the repurchased assets subject to the rights of its non-debtor and debtor affiliates upon the closing of the deal. Meanwhile, LBHI will be fully subrogated to the claims of the Fenway entities against LCPI to the full extent of any payment by LBHI with respect to those claims. The Official Committee of Unsecured Creditors expressed support for the approval of the deal. In court papers, the panel pointed out the significant benefits that Lehman Brothers Holdings Inc. and its affiliated debtors will get from the transaction and the unwinding of the commercial paper program. The Creditors' Committee previously disapproved the deal but it eventually changed its stance after the scope of the releases and indemnities to be granted to the Fenway entities was narrowed to retain the claims of LBHI and its affiliated debtors arising from the commercial paper program and the implementation of the deal. The transaction, however, drew flak from the affiliates of SCC Acquisitions Inc. In a statement filed with the Court, the SCC entities raised concern that LCPI is using the acquisition of assets as a means to reassert the automatic stay to thwart the litigation that has been pending in their own Chapter 11 cases. The SCC entities brought the lawsuit against Fenway Capital and LCPI in connection with the loans they availed with an aggregate face amount of more than $1 billion. The loans were among the assets transferred under the MRA. The SCC entities also questioned how LBHI can be subrogated to the rights of the Fenway entities pursuant to the MRA when the MRA will be terminated under the deal. In response to the SCC entities' objection, LBHI clarified that it is simply entering a compromise under which the company, as holder of the notes issued under the commercial paper program and as guarantor of LCPI's obligations under the MRA, will surrender the notes for cancellation as payment of the repurchase price and in satisfaction of its obligations as guarantor. As a result, LBHI says, it will be subrogated to the claims and other rights of the Fenway entities pursuant to the MRA and other related documents. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: June 2 Claims Bar Date for Merit LLC, et al ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York set June 11, 2010, as the deadline for each person or entity to file their proofs of claim against Merit LLC, LB Somerset LLC, and LB Preferred Somerset LLC. As for governmental units, the Court authorized them to file their proofs of claim until June 21, 2010. Meanwhile, creditors holding claims that stemmed from the rejection of an executory contract or unexpired lease are required to file their proofs of claim by the later of June 11, 2010, or within 45 days after the rejection takes effect. In case their schedules are amended or supplemented after May 6, 2010, the Lehman units will be required to notify the affected creditors. The creditors, meanwhile, will be required to file their proofs of claim prior to the later of June 11, 2010, and within 30 days from the notification. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Receives OK to Transfer Loans of VFT 2007-1 ------------------------------------------------------------ Lehman Commercial Paper Inc. received court approval to transfer mortgage loans from a securitization trust to its non-debtor affiliates. The mortgage loans secure the repayment of the notes issued by Variable Funding Trust 2007-1, a securitization trust that serves as financing facility. The notes were either sold or assigned to the securitization trust by LCPI. The Court issued an order on February 23, 2010, authorizing LCPI to prepay the notes issued by the securitization trust before their dates of maturity. The order, however, did not specify whether the mortgage loans are to remain in the securitization trust or are to be transferred to LCPI or any other Lehman units. Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New York, says the proposed transfer would allow for a more efficient and effective management of the mortgage loans. "The transfer...is the best framework for continuing to maximize the value of the mortgage loans without facing excess costs and delay due to LCPI's insolvency and the fact that LCPI did not originate many of the mortgage loans," Ms. Marcus says in court papers. She adds that LCPI will still be able to indirectly manage the mortgage loans. In exchange for transferring each mortgage loan to a non-debtor affiliate, LCPI will receive a note in the amount of the outstanding balance of the loan with payment terms substantially identical to those of such loan. The non-debtor affiliate will provide LCPI with a pledge of the transferred mortgage loan granting LCPI direct control rights upon non-payment of the note. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Nod of $99MM Settlement with Millennium ------------------------------------------------------------- Lehman Brothers Special Financing Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York of a settlement deal that would allow the company to recover as much as $99 million. LBSF hammered out the deal with Millennium Management LLC and Millennium USA LP to recover the money in exchange for the dismissal of a lawsuit it filed against them early this year. LBSF brought the lawsuit after the Millennium entities turned down its request to withdraw the money, which it contributed as a limited partner of Millennium USA. The contribution represents its partnership interest in Millennium USA. As a limited partner, LBSF is entitled to withdraw any capital it contributes to Millennium USA pursuant to the terms of their partnership agreement. The Millennium entities, however, refused to release the money on grounds that Millennium Partners LP has a claim against LBSF under a swap transaction. MPLP is a partnership in which Millennium USA is one of the four limited partners. Under the settlement deal, Millennium USA is required to pay $99 million to LBSF in exchange for the dismissal of the lawsuit. Meanwhile, LBSF and Lehman Brothers Holdings Inc. agreed to allow in favor of MPLP unsecured claims in the sum of $8 million against their estates. The deal also provides for a mutual release of claims stemming from the swap transaction, the partnership agreement and the lawsuit. A full-text copy of the proposed settlement is formalized in a six-page agreement, is available for free at: http://bankrupt.com/misc/LBHI_SettlementMillennium.pdf 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) LEXINGTON PRECISION: Wins Approval of Plan Outline -------------------------------------------------- Bill Rochelle at Bloomberg News reports that Lexington Precision Corp. has received approval of the disclosure statement explaining its proposed Chapter 11 plan. With the approval, Lexington is aiming for confirmation of the Plan at a hearing on July 14. The reorganization will be funded partly by the sale of $22 million of stock, at $10 a share, to Commercial Finance Services 407 LLC. Other terms of the Plan are: * Debt would be reduced by more than $50 million. * Holders of senior subordinated notes will recover 51%. Subordinated-note holders, owed $34.2 million in principal, would elect to take 51% in cash or swap for stock, exchanging about $20 of debt for each new share. * General unsecured creditors are to be paid 80%, with 8% in cash on implementation of the plan. The remainder is to be paid 8.6% in cash at each of the ensuing nine quarters. * Asbestos claims are to be paid in full with insurance proceeds. If insurance is insufficient, the remainder will be paid over time like general unsecured creditors. * Secured debt under the company's plan is to be paid in full through revised credit agreements. The official creditors' committee and secured lenders are now proposing a competing plan. In January, secured lenders withdrew a separate reorganization plan they were proposing. About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LOCKWOOD AUTO: Trustee's Fraudulent Transfer Suit Going to Trial ---------------------------------------------------------------- WestLaw reports that material issues of fact existed as to whether a bank took in good faith its security interest in a certificate of deposit obtained by a corporate debtor using funds which the bank had loaned to the debtor's principal shareholder, including whether the shareholder told the bank that the debtor's vehicle financier had approved the transaction. These issues precluded summary judgment for the bank on the Chapter 7 trustee's actual fraudulent transfer claims under the Bankruptcy Code and the Pennsylvania Uniform Fraudulent Transfer Act based on the good faith defense to transferee liability. In re Lockwood Auto Group, Inc., --- B.R. ---, 2010 WL 1931986 (Bankr. W.D. Pa.) (Agresti, J.). Lockwood Auto Group, Inc., an auto dealer located in Girard, Pa., sought chapter 11 protection (Bankr. W.D. Pa. Case No. 05-13558) on Oct. 3, 2005. At the time of the filing, the Debtor estimated its assets and debts at less than $10 million. The Debtor's chapter 11 case was converted to a chapter 7 liquidation proceeding, and Richard W. Roeder serves as the Chapter 7 Trustee. The Chapter 7 Trustee sued (Bankr. W.D. Pa. Adv. Pro. No. 06-1100) to reverse a series of similar triangular transactions that occurred between 2002 and 2005 among the Debtor, its principal shareholder, and First National Bank of Pennsylvania. The transactions arose in the context of the Debtor's operation of a dealership selling DaimlerChrysler Motors Corporation vehicles which were financed through DaimlerChrysler Financial Services North America, LLC. In late 2002 and early 2003, Daimler became concerned about the financial stability of the Debotr and entered into a "Recapitalization Agreement" with the Debtor and its shareholder that required additional capital to be invested into the Company. Mr. Roeder alleges that the transactions at issue were done to make it appear that the Debtor had the necessary additional capital to remain viable when it actually did not. The Honorable Warren W. Bentz issued an opinion in 2007 (Doc. 32) ruling in favor of the Chapter 7 Trustee on cross-motions for summary judgment and requiring the Bank to turn over the proceeds of the CD to the Trustee. The Bank appealed to the District Court. One of the issues on appeal was whether the basis for the 2007 Opinion was Section 548(a)(1)(A) (actual intent to hinder defraud or delay), or Section 548(a)(1)(B) (constructive fraud). The District Court reversed in an Opinion (Doc. 56) dated March 20, 2008. The District Court found that the 2007 Opinion was premised on constructive fraud. It then went on to hold that Judge Bentz had erred in determining that the had not given reasonably equivalent value in exchange for the pledge of the CDs, finding instead, that the Debtor had received an "indirect benefit" in exchange for its pledge of the CDs to the Bank. Since proving a "constructive fraudulent transfer" under Section 548(a)(1)(B) requires that there be no equivalent value, the District Court found that the facts in this case do not support such a claim. However, that was not the end of the matter. The District Court also noted that during the course of the litigation the Trustee had articulated several other possible theories to support recovery of the CD proceeds from the Bank, including actual fraud under Section 548(a)(1)(A) and equitable subordination. The District Court therefore remanded this matter to this Court for consideration of those alternative theories. After the remand, the Trustee was given leave to file an amended complaint. On Sept. 16, 2008, the Trustee filed his Amended Complaint (Doc. 69). The Amended Complaint sets forth three counts: Count I (fraudulent transfer (actual fraud) under the Pennsylvania Uniform Fraudulent Transfer Act Law, 12 Pa.C.S.A. Sec. 5101, et. seq.), Count II (fraudulent transfer (actual fraud) under Section 548(a)(1)(A)), and Count III (equitable subordination under 11 U.S.C.Sec. 510). The Defendants answered the Amended Complaint, and thereafter, the Parties engaged in discovery. On June 22, 2009, the Bank filed its motion for summary judgment. The Honorable Thomas P. Agresti says factual issues preclude resolving this dispute on summary judgment and tells the parties to prepare for trial. MARKETXT HOLDINGS: S.D.N.Y. Affirms Retroactive Relief from Stay ---------------------------------------------------------------- WestLaw reports that the determination that a former Chapter 11 trustee, as the debtor's responsible officer, established cause warranting the annulment of the automatic stay to validate an arbitration award entered against the debtor postpetition was not an abuse of discretion. The bankruptcy court identified and correctly applied the proper doctrinal framework, focused on the Stockwell factors relevant to its analysis, and determined, based on these factors, that the equities favored granting retroactive stay relief. It did not matter that the court knew the outcome of the arbitration before it ruled on the motion for stay relief. In re Marketxt Holdings, Corp., --- B.R. ----, 2010 WL 1654152 (S.D.N.Y.) (Castel, J.). The District Court's decision affirms a ruling by the Honorable Allan L. Gropper reported at 2009 WL 2957809. 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). Alan Nisselson served as the Chapter 11 Trustee and now serves as the Distribution Agent and Responsible Officer of the Debtor. Mr. Nisselson is represented by attorneys at Kaye Scholer LLP. MEDIMEDIA USA: Moody's Downgrades Corporate Family Rating to 'B3' ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating for MediMedia USA, Inc., to B3 from B2 and changed the rating outlook to stable from negative. The downgrade reflects the lack of organic growth, which has contributed to a thin cushion of compliance with bank financial covenants and high leverage (approximately 5.8 times for the trailing twelve months through March 31, 2010). In addition, given MediMedia's reliance on pharmaceutical sector marketing spend for a significant portion of its revenue, the projected increase in patent expiries and downward trends in pipeline quality raise concerns about MediMedia's longer term growth prospects. Moody's anticipates EBITDA in 2010 comparable to 2009 levels, and notwithstanding the possibility of more significant growth in 2011, the leverage covenant tightens in the first quarter of 2011. The combination of high leverage and limited cushion of compliance under financial covenants creates refinancing risk given the October 2012 maturity of the revolver, the current attractive pricing on the bank debt and the absence of meaningful growth. Furthermore, the current capital structure affords the company with limited ability to manage any deviation from expectations or make significant incremental investments, given limited remaining availability on the $50 million revolver ($34 million drawn as of March 31, 2010), the potential that covenants may preclude access to the full $50 million revolving credit commitment over the near- term and expectations for only modestly positive free cash flow. The stable outlook assumes MediMedia's liquidity improves. A summary of the actions: MediMedia USA, Inc. -- Corporate Family Rating, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3 -- Senior Subordinated Notes, Downgraded to Caa2 from Caa1 -- Outlook, Revised to Stable from Negative MediMedia's aggressive expansion strategy (including both acquisitions and organic investments) contributed to high leverage (almost 6 times debt-to-EBITDA) and negative free cash flow, and the B3 corporate family incorporates this financial risk and expectations that the company will continue to seek growth despite its limited liquidity. Furthermore, the company relies on pharmaceutical spending for approximately 40% of its revenue, exposing it to these companies' shifting spending patterns. Lack of scale also constrains the rating, particularly given the potential for intensifying competition from larger, better- capitalized companies. MediMedia's established client relationships with high renewal rates, its strong credibility with pharmaceutical marketers, and a degree of revenue stability from long-term contracts support the ratings. The most recent rating action on MediMedia occurred on September 15, 2009, when Moody's affirmed the B2 CFR and revised the rating outlook to negative from stable. MediMedia's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of MediMedia's core industry and MediMedia's ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc. (MediMedia) provides health information and services that inform consumers, physicians, and other healthcare decision makers. Its annual revenue is approximately $300 million. The company is primarily owned by Vestar Capital Partners. MESA AIR: Will Continue to Fly for Delta Until Aug. 31 ------------------------------------------------------ Bloomberg News reports that Mesa Air Group Inc. and Delta Air Lines have reached a temporary agreement where Mesa will continue flying specified aircraft for Delta until the end of August. The agreement was approved by the bankruptcy court in New York. The temporary arrangement allows for an orderly wind down of the relationship between the two airlines and assures Mesa of being paid for the flights it operates. To recall, Mesa Air lost a lawsuit early in May when a federal judge ruled that Delta Air had the right to cancel a contract where Mesa was flying 22 aircraft as Delta Connection. The judge determined that Mesa's substandard performance permitted Delta to cancel. About Delta Air Lines Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- serves more than 160 million customers each year. Delta and the Delta Connection carriers offer service to 367 destinations in 66 countries on six continents. Delta employs more than 70,000 employees worldwide and operates a mainline fleet of nearly 800 aircraft. A founding member of the SkyTeam global alliance, Delta participates in the industry's trans-Atlantic joint venture with Air France KLM. Including its worldwide alliance partners, Delta offers customers more than 16,000 daily flights, with hubs in Amsterdam, Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita. The airline's service includes the SkyMiles frequent flier program, the world's largest airline loyalty program; the BusinessElite service; and more than 50 Delta Sky Clubs in airports worldwide. Delta became the world's largest airline following merger with Northwest Airlines in 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. At December 31, 2009, Delta had total assets of $43,539,000,000 against total current liabilities of $9,797,000,000 and total noncurrent liabilities of $33,497,000,000, resulting in stockholders' equity of $245,000,000. At end-2008, Delta had stockholders' equity of $874,000,000. The December 31, 2009 balance sheet showed strained liquidity: Delta had total current assets of $7,741,000,000 against total current liabilities of $9,797,000,000. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's and "B-" LT Issuer Default rating from Fitch. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MIDWAY GAMES: Creditors Panel Has Settlement with Redstone ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors for Midway Games Inc. agreed to take $1 million to settle remaining claims against owner Sumner Redstone and companies he controls. The settlement is set for approval in bankruptcy court on June 23. The settlement generates more cash for distribution to creditors. The Creditors Committee was largely unsuccessful in the lawsuit against Mr. Redstone and his companies. They contended that Mr. Redstone carried out a "disastrous and ill-advised" $90 million transaction in February 2008 that saddled Midway with $70 million in new debt it "had no ability to satisfy." The bankruptcy judge in late January dismissed most of the claims. He permitted the committee to continue prosecuting claims aiming to recharacterize parts of the transaction as secured lending rather than so-called true sales. Plan Confirmed Judge Kevin Gross, in Wilmington, Delaware, confirmed the Joint Chapter 11 Plan of Liquidation for Midway Games Inc. at a hearing held on May 21. Pursuant to the Plan, the Midway Liquidating Trust is being established to complete the liquidation and distribute proceeds to creditors. Buchwald Capital Advisors LLC is the Liquidating Trustee for the Trust. According to the Disclosure Statement, unsecured creditors of the parent stand to recover 16.5%. Unsecured creditors of subsidiaries should see 25%. Midway sold assets to generate $43 million cash, leaving no substantial secured claims unpaid. A copy of the Plan of Liquidation is available for free at: http://bankrupt.com/misc/Midway_POR_Entered_052110.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Midway_DS_032610.pdf About Midway Games Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price was roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. MILACRON INC: Filing of Q1 2010 Will Be Delayed ----------------------------------------------- In a regulatory filing Thursday, MI 2009 Inc., formerly known as Milacron Inc., disclosed that its quarterly report on Form 10-Q for the period ended March 31, 2010, could not be filed within the prescribed period. The Company also has not filed its annual report for the year ended December 31, 2008, its periodic reports for the three months ended March 31, June 30, and September 30, 2009, and its annual report for the year ended December 31, 2009. At September 30, 2008, the Company's balance sheet showed $586.1 million in assets and $648.5 million of debts, for a stockholders' deficit of $62.4 million. On August 21, 2009, the Company completed a sale of substantially all of its assets to Milacron LLC, a company formed by affiliates of Avenue Capital Group, certain funds and accounts managed by DDJ Capital Management LLC and certain other entities that held roughly 93% of the Company's 11.5% Senior Secured Notes, and is no longer conducting business operations. About Milacron Inc. Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ) supplies plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. First incorporated in 1884, Milacron also manufactures synthetic water-based industrial fluids used in metalworking applications. The Company and six of its affiliates filed for protection on March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235). On the same day, the Company filed an ancillary proceeding for reorganization of its Canadian subsidiary under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. The petitions include the Company and its U.S. and Canadian subsidiaries and its non-operating Dutch holding company subsidiary only, and do not include any of the Company's operating subsidiaries outside the U.S. and Canada. Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D. Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. Conway, Del Genio, Gries Co., LLC, is the Debtors' financial advisor. Rothschild Inc. is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the noticing, balloting and disbursing agent for the Debtors. Paul, Hastings, Janofsky & Walker LLP, represents DIP Lender General Electric Capital Corp. Taft Stettinius & Hollister LLP is counsel for the Official Committee of Unsecured Creditors. Milacron Inc. asked the Bankruptcy Court to change its name to MI 2009 Inc. following the Court-sanctioned sale of its assets to an investor group. MISSISSIPPI RIVER: Sells Assets to Wayzata Unit for $8.2 Mil. ------------------------------------------------------------- According to Cain Madden at The Natchez Democrat, Mississippi River Corporation has been sold to Mississippi River Pulp LLC for $8.2 million. Mississippi Pulp agreed to assume the Company's debt including $684,206 in back property taxes owed to Adams County and $309,660 owed to the county for loans to expand warehouse space. Mississippi Pulp LLC's lone listed officer is Wayzata Investments Partners LLC of Wayzata, Minnesota, The Natchez Democrat reported. Columbus, Ohio-based Mississippi River Corporation -- dba MRC, NAPCO, and North American Paper Company -- filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. S.D. Ohio Case No. 10-51480). Richard K. Stovall, Esq., who has an office in Columbus, Ohio, assists the Company in its restructuring effort. The Company listed $1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. MOUNT VERNON: Files for Chapter 11 Bankruptcy in New York --------------------------------------------------------- Mount Vernon Monetary Management Corp. together with 32 of its affiliates filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court for the Southern District of New York, listing both assets and debts between $1 million and $10 million. The Company said it owes $16,632 to Elan (West Transfer Account), $11,279 to Elan (BOA Transfer Account), and $11,056 to Webster, among others. Allen G. Kadish, Esq., at Greenberg Traurig LLP of New York, represents the Company. According to jdsupra.com, Robert Egan, president and sole shareholder of the company, was charged in a criminal complaint filed in the Southern District of New York with bank fraud and conspiracy to commit bank fraud. Mount Vernon Monetary Management Corp. owns, operates and services ATMS in the New York City metropolitan area. MUNICIPAL MORTGAGE: Expects "Going Concern" in 2009 Annual Report ----------------------------------------------------------------- Municipal Mortgage & Equity, LLC, filed on May 28, 2010, a Form 8- K providing business information on the current state of its business. The Company says that the conditions resulting in the 2006 going concern opinion of its independent auditors, KPMG LLP, continue to exist and that the Company expects that KPMG will again express substantial doubt about the Company's ability to continue as a going concern once the Company releases its audited 2009 financial statements. The Company has not yet released its audited financial statements for 2007 to 2009. In its report on the Company's 2006 financial statements, KPMG LLP noted that the Company has incurred losses from operations and is in default on provisions of most of its credit agreements. A full-text copy of the 2006 annual report is available for free at http://researcharchives.com/t/s?6382 In 2009, the Company sold the majority of the assets associated with three of its major businesses: substantially all of the renewable energy business in April; its agency lending business in May; and substantially all of its low income housing tax credit equity business ("LIHTC") in October. The Company retained certain assets from each of these business unit sales. "We have sold many of these retained assets and other assets unrelated to these three business units often for less than the amounts we had borrowed against or invested in them, in order to reduce our debt and improve our liquidity. We will continue to evaluate the possible sale of our assets as conditions warrant in order to further reduce our outstanding debt. Our asset sale losses and the cost of preparing and auditing our 2006 and restated 2004 and 2005 financial statements, when added to our operating expenses for 2007, 2008 and 2009, resulted in significant losses. In light of the instability in the credit and capital markets and weaknesses in commercial real estate markets since 2006, we have reduced the carrying value of some of our assets and have incurred losses on the sale of some of our assets. As a result of our asset and business sales and the use of proceeds to pay operating expenses and reduce debt, we have significantly fewer assets now than at the end of 2006. In addition, as a result of our reduction in revenue and the increases in our losses since the end of 2006, we believe our consolidated common shareholders' equity at December 31, 2009, will be a net deficit. We have not fully completed our review of our accounting for 2007 to 2009 and, therefore, the exact amount of such deficit will not be available until we complete the preparation and review of our financial statements for 2007 to 2009 and our independent registered public accounting firm completes its audit of these financial statements. A full-text copy of the Form 8-K is available for free at: http://researcharchives.com/t/s?6383 Baltimore, Md.-based Municipal Mortgage & Equity, LLC -- http://www.munimae.com/-- is a diverse real estate finance company specializing in tax exempt bonds for the multi-family housing segment. MuniMae common shares are currently traded over- the-counter (OTC) on what is known as the Pink Sheets under the ticker symbol: MMAB. The Company's balance sheet as of December 31, 2006, showed $8.484 billion in assets, $5.007 billion of liabilities, $2.640 billion of non-controlling interests in consolidated funds and ventures, $168.7 milion of perpetual preferred shareholders' equity in a subsidiary company, and $667.9 million of shareholders' equity. NEFF CORP: Seeks to Pay Performance Bonuses to Key Executives ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Neff Corp. is proposing a bonus program for 10 executives at the executive vice president level and higher that may cost as much as $1.27 million. The chief executive officer and chief financial officer would earn bonuses of $225,000 and $130,500, respectively, if Neff's reorganization becomes effective by Nov. 30. For each month's delay, the bonus would drop by one-sixth. The two would be eligible for additional performance awards in the same amount. The CEO's base salary is $450,000, while the CFO earns $290,000. Financial performance awards under the plan are payable in three installments: (a) 25% upon satisfying quarterly EBITDA goals for the June 1, 2010 through August 31, 2010 performance period; (b) 25% upon satisfying quarterly EBITDA goals for the September 1, 2010 through November 30, 2010 performance period; and (c) 50% 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 pay-out 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. NEWFIELD EXPLORATION: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed Newfield Exploration Company's Issuer Default Rating at 'BB+' and upgraded the company's senior subordinated note rating to 'BB' from 'BB-'. Fitch has taken these rating actions on Newfield: -- Issuer Default Rating affirmed at 'BB+'; -- Senior unsecured affirmed at 'BB+'; -- Senior unsecured bank facility affirmed at 'BB+'; -- Senior subordinated notes upgraded to 'BB' from 'BB-'. The Rating Outlook is Stable. The upgrade of the company's senior subordinated note rating to 'BB' from 'BB-' reflects the significant repayment of nearly all senior unsecured debt combined with expectations that the company will continue to issue debt at the senior subordinated debt level in the future. Newfield's ratings continue to reflect the company's plans to live within internally generated cash flows (excluding acquisitions), as well as the company's conservative management team and financial profile, reasonable debt levels relative to its peers (as measured on a debt/barrel of oil equivalent and debt/barrel of proven developed reserves), and the company's improved asset profile following the 2007 diversification away from the Gulf of Mexico. Newfield continues to benefit in the current commodity price environment from its significant commodity hedges as well as the company's significant and growing exposure to oil production. Offsetting factors include the potential for additional debt to finance growth opportunities (primarily M&A) and the weak fundamentals associated with the natural gas market. Credit metrics continued to improve as of March 31, 2010, as Newfield generated latest 12 months EBITDAX of $1.04 billion which resulted in interest coverage of 7.9 times and leverage, as measured by debt-to-EBITDAX of 2.1x. At year-end 2009, debt/boe of proven reserves was $3.38/boe ($.56/mcfe) and debt/boe of proven developed reserves was $6.41/boe ($1.07/mcfe). After adjusting for asset retirement obligations (AROs), E&P debt/boe of proven reserves was $3.53/boe ($0.59/mcfe) and E&P debt/boe of proven developed reserves was $6.69/boe ($1.12/mcfe). Free cash flow (cash flow from operations less capital expenditures) was positive $306 million during the LTM period primarily related to the generation of positive FCF during the second half of 2009 and during the first quarter of 2010. On a quarter-by-quarter basis, Newfield continued to show improvements throughout 2009 and into 2010 as the company remained committed to living within operating cash flows. During the first quarter of 2010, Newfield generated positive FCF of approximately $72 million compared to negative FCF of $56 million during the first quarter of 2009. Fitch expects Newfield to continue to live within internally generated cash flows in 2010 as the company continues to show restraint with regard to its capital expenditure program. Liquidity remains strong and improved as a result of the company's subordinated note offering during the first quarter which resulted in the repayment of most of the borrowings under the company's credit facility as well as the repayment of nearly all of the company's March 2011 senior unsecured note maturity ($143 million of the $175 million note was repurchased). Significant commodity price hedges (approximately 69% of 2010 natural gas production and 42% of 2010 oil production) and growing production levels continue to support operating cash flow levels while reduced capital expenditures should result in neutral to positive free cash flow levels. Newfield's liquidity stems from cash balances ($112 million on March 31, 2010), remaining availability of $1.23 billion on its $1.25 billion senior unsecured credit facility (maturing in June 2012) and from operating cash flows ($1.64 billion for the LTM period ending March 31, 2010). The company's next debt maturity following the repayment of its remaining $32 of 7.625% senior notes maturing on March 1, 2011 are the $325 million of 6.625% senior subordinated notes due in September 2014. Key covenants are primarily associated with the senior unsecured credit facility and include maximum debt to book capitalization (60% covenant threshold), maximum total debt to EBITDA (3.5x covenant level) and minimum net present value (NPV) of oil and gas properties to total debt (1.75x covenant level). It is important to note that the debt to EBITDA covenant provides for adjustments to back out the impacts of unrealized gains/losses on commodity hedges, ceiling test writedowns and goodwill impairments. In addition, the company's NPV covenant makes adjustments to debt balances by only including 50% of the principal amount of the senior subordinated notes. Tests for the NPV covenant are performed annually in May and Newfield saw no reductions in borrowing capacity as a result of this covenant in 2010. Remaining covenants associated with the company's outstanding senior unsecured and senior subordinated debt include limits on incurring debt secured by liens, sale/leaseback transactions, limits on the ability to engage in merger transactions, limits on the ability to incur additional debt, limits on making restricted payments, paying dividends or redeeming capital stock as well as other restrictions. Newfield is a mid-sized oil and gas exploration and production company headquartered in Houston, Texas. Newfield has operations in several major regions of the United States (Mid-Continent, Rocky Mountains, South Texas, and deep water Gulf of Mexico), as well as international offshore operations in Malaysia and China. At year-end 2009, Newfield's reserves had grown to 603 mmboe (3.62 Tcfe), of which 53% was proven developed and approximately 72% natural gas. NUGEN HOLDINGS: Posts $492,440 Net Loss in Q2 Ended March 31 ------------------------------------------------------------ Nugen Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $492,440 on $61,127 of revenue for the three months ended March 31, 2010, compared with a net loss of $161,456 on $115,525 of revenue for the three monhts ended March 31, 2009. The Company's balance sheet as of March 31, 2010, showed $1,397,640 in assets, $1,132,023 of liabilities, and $265,617 of stockholders' equity "The Company has working capital of $853,395, an accumulated deficit of $3,527,658 and negative cash flows from operations of $327,335 during the six months ended March 31, 2010. This raises substantial doubt about its 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?6389 Ashburn, Va.-based Nugen Holdings, Inc. is engaged, through its wholly-owned subsidiary NuGen Mobility, Inc., a Delaware corporation, in the research, development and sale of permanent magnet electric motors and the electronic controls for such motors. OSAGE EXPLORATION: Posts $1 Million Net Loss for March 31 Quarter ----------------------------------------------------------------- Osage Exploration and Development Inc. filed its quarterly report on Form 10-Q, showing a net loss of $1.0 million on $424,763 of total operating revenues for the three months ended March 31, 2010, compared with a net loss of $1.7 million on $744,070 of total operating revenues for the same period a year earlier. The Company's balance at March 31, 2010, showed $3.0 million in total assets and $1.1 million in total liabilities, for a stockholder's equity of $1.8 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6390 About Osage Exploration and Development Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. OSI RESTAURANT: Swings to $978,000 Net Loss in Q1 2010 ------------------------------------------------------ OSI Restaurant LLC filed its quarterly report on Form 10-Q, reporting a net loss of $978,000 on $947.4 million of total revenues for the three months ended March 31, 2010, compared with a net income of $82.3 million on $964.3 million of total revenues during the same period a year ago. The Company's balance sheet at March 31, 2010, showed $2.4 billion in total assets and $2.5 billion in total liabilities, for a stockholders' deficit of $118.8 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?638f Tampa, Fla.-based OSI Restaurant Partners, LLC, is one of the largest casual dining restaurant companies in the world, with five restaurant concepts, more than 1,475 system-wide restaurants and 2009 revenues exceeding $3.6 billion. The Company operates in 49 states and in 23 countries internationally, predominantly through Company-owned restaurants, but its also operates under a variety of partnerships and franchises. The Company's concepts concepts are Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse and Wine Bar and Roy's. The Company's long-range plan is to exit its Roy's concept, but it has not established a timeframe to do so. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service affirmed the corporate family and probability of default ratings of OSI Restaurant Partners, Inc., at Caa1. In addition, Moody's upgraded the company's Speculative Grade Liquidity rating to SGL-2 from SGL-3. The outlook was changed to stable from negative. OWENS CORNING: New Facility Won't Affect Moody's 'Ba1' Rating ------------------------------------------------------------- Moody's commented that Owens Corning's entering into a new revolving credit facility has no immediate impact on the company's Ba1 corporate family rating. The last rating action was on March 2, 2010, at which time Moody's affirmed Owens Corning's Ba1 corporate family rating and changed the rating outlook to stable from negative. PATIENT SAFETY: Posts $393,546 Net Income for March 31 Quarter -------------------------------------------------------------- Patient Safety Technologies Inc. filed its quarterly report on Form 10-Q, showing net income of $393,546 on $2.3 million of revenues for the three months ended March 31, 2010, compared with a net loss of $3.5 million on $935,558 of revenues for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $10.1 million in total assets and $15.3 million in total liabilities, for a $5.1 million total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?639d About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. * * * In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through December 31, 2009, and significant working capital deficit as of December 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. PENN TREATY: Insurance Commissioner Sues to Recover $2 Million -------------------------------------------------------------- The Insurance Commissioner of the Commonwealth of Pennsylvania filed in the Commonwealth Court of Pennsylvania a Complaint against Penn Treaty American Corporation. The Insurance Commissioner alleges that PTNA is owed certain moneys from the Registrant related to a federal tax refund and certain accrued paid time off liabilities. In the complaint, Insurance Commissioner wants to recover over $2 million in money owed and belonging to PTNA that defendant Penn Treaty American Corporation is withholding and has failed to pay over to PTNA and the Rehabilitator. After a change in the tax laws relating to net loss carrybacks, the Registrant filed a Form 1139 seeking a refund on its consolidated 2003-2007 taxes. In the Complaint, the Insurance Commissioner alleges that a portion of the refund received by the Registrant is owed to PTNA. Additionally, during certain time periods in which PTNA's surplus levels were in danger of falling below the threshold required to write business in Florida, the Insurance Commissioner alleges that the Registrant assumed certain liabilities related to paid time off accruals of PTNA's employees. PTNA has now paid out all of the accrued paid time off liability to employees, and is seeking reimbursement from the Registrant. A full-text copy of the agency complaints is available for free at http://ResearchArchives.com/t/s?637b Penn Treaty American Corp., the parent of the insurer, included the petitions for liquidation of PTNA and unit American Network Insurance Company in a regulatory filing October 7. A copy of the petition for liquidation for PTNA is available at: http://researcharchives.com/t/s?4686 A copy of the petition for liquidation for ANIC is available at: http://researcharchives.com/t/s?4687 As reported by the TCR on Oct. 5, 2009, the Pennsylvania Insurance Department on October 2 filed petitions that seek orders of liquidation for PTNA and ANIC. The petitions are subject to the approval of Commonwealth Court. "We have been on-site analyzing the organizations' assets, liabilities, reserves and surpluses since we began our rehabilitation action in January," Insurance Commissioner Joel Ario said. "Our comprehensive, independent evaluation has determined that the companies do not have the ability to pay future claims without significant rate increases that would have to be requested and approved in all 50 states. In the current circumstances, those rate increases simply would not be fair to policyholders. "We have instead petitioned for an orderly liquidation of all company assets in which policyholders' claim payments are our number one priority. Additionally, active long-term care policies will not be canceled, except by the policyholder, so they will be transitioned to the states' guaranty funds once an order takes effect. Guaranty funds have the right to assess other insurance companies to cover policyholder claims up to coverage limits that vary by state." Penn Treaty Network America, headquartered in Allentown, and its subsidiary, American Network, provide long-term care insurance to more than 120,000 policyholders. Together, the companies offered long-term care insurance in all 50 states and the District of Columbia. POSITIVE OF LEWER: A.M. Best Affirms FSR of 'B' ----------------------------------------------- A.M. Best Co. has revised the outlook to positive from stable and affirmed the financial strength rating of B (Fair) and issuer credit rating of "bb+" of Lewer Life Insurance Company (Lewer Life) (Kansas City, MO). The positive outlook reflects Lewer Life's more favorable operating results reported over the last three years, its diversification initiatives undertaken over the last year and its sound risk-adjusted capital position. However, A.M. Best believes the company may be challenged to adjust to the new health care reform regulations in the near future. Lewer Life is primarily a reinsurer of student insurance underwritten by other carriers and marketed and administered chiefly by its affiliate, The Lewer Agency, Inc. Lewer Life maintains an established niche in this market via established relationships with community colleges and private universities across the country. Lewer Life also reinsures life and dental insurance and offers ordinary life insurance on a direct basis in 10 states. PRIME STAR: Gruber & Company Raises Going Concern Doubt ------------------------------------------------------- Prime Star Group, Inc., filed on May 14, 2010, its annual report on Form 10-K for the year ended December 31, 2009. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a deficit in working capital, a deficit of retained earnings, and negative stockholders equity. The Company reported a net loss of $125,000 for 2009, compared with a net loss of $617,826 for 2008. The Company had no revenues in both years. The Company's balance sheet as of December 31, 2009, showed $1,630,009 in assets and $8,785,125 of liabilities, for a stockholders' deficit of $7,155,116. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?639a In a separate filing, the company reported that it could not file is Form 10-Q for the quarter ended March 31, 2010, on time. Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company that focuses on four areas of business: SmartPax(TM) Packaging, Premium Food & Beverage Products, Distribution, and Risk Management. The Company's operating subsidiaries produce, market, and distribute wines, tea, adult mixed beverages, flavored water, and gourmet seafood products. The Company also produces co-brand and co-pack existing high-end beverages and private label liquors for large hospitality and entertainment brands. Prime Star is focused on the food and beverage, entertainment, hospitality, healthcare and disaster relief industries. PRIVATE MEDIA: Posts EUR1.2 Million Net Loss in Q1 2010 -------------------------------------------------------- Private Media Group filed its quarterly report on Form 10-Q, reporting a net loss of EUR1.2 million on EUR6.4 million of revenue for the three months ended March 31, 2010, compared with a net loss of EUR835,000 on EUR5.8 million of revenue for the same period of 2008. The Company's balance sheet at March 31, 2010, showed EUR 47.1 million in assets, EUR 19.6 million in liabilities, and $27.5 million in shareholders' equity. As reported in the Troubled Company Reporter on May 31, 2010, BDO Auditores S.L., in Barcelona, Spain, 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 over the past years and has not yet reestablished profitable operations. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6379 Private Media Group, Inc. is incorporated in the State of Nevada. The Company provides adult media content for a wide range of media platforms. In accordance with Nevada law the Company maintains a registered office at 3230 Flamingo Road, Suite 156, Las Vegas, Nevada. The Company's European headquarters are located at the offices of one of its principal operating subsidiaries, Milcap Media Group, S.L.U, whose address is Calle de la Marina 16-18, Floor 18, Suite D, 08005 Barcelona, Spain. The Company's U.S. headquarters are located at 537 Stevenson Street, San Francisco, California 94103. RAFAELLA APPAREL: Posts $975,000 Net Income for March 31 Quarter ---------------------------------------------------------------- Rafaella Apparel Group Inc. filed its quarterly report on Form 10- Q, showing net income of $975,000 on $33.3 million of net sales for the three months ended March 31, 2010, compared with a net loss of $276,000 on $34.5 million of net sale for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $82.3 million in total assets and $87.5 million in total liabilities, for a total stockholders' deficit of $64.3 million. The Company was unable to timely file its Form 10-Q. About Rafaella Apparel Group Rafaella Apparel Group, Inc., based in New York, NY, is a designer, sourcer, and marketer of a full line of women's career and casual sportswear separates under the Rafaella brand. Net sales for the twelve months ended December 31, 2009, were $113 million. * * * According to the Troubled Company Reporter on April 6, 2010, Standard & Poor's Ratings Services said that it affirmed its 'CC' corporate credit rating on New York-based Rafaella Apparel Group, Inc. The outlook is negative. RANGERS EQUITY: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Rangers Equity Holdings GP, LLC 100 Ballpark Way, Suite 400 Arlington, TX 76011 Bankruptcy Case No.: 10-43625 Debtor-affiliate subject to involuntary Chapter 11 petition: Entity Case No. ------ -------- Rangers Equity Holdings, L.P. 10-43624 Involuntary Chapter 11 Petition Date: May 28, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Petitioners' Counsel: Andrew Leblanc, Esq. Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, NY 10005 Tel: (202) 835-7500 E-mail: aleblanc@milbank.com Creditors who signed the Chapter 11 petitions: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Kingsland I, Ltd. Secured Guaranty $3,000,000 c/o Kingsland Capital Management 1325 Avenue of the Americas 27th Floor New York, NY 10019 Kingsland II, Ltd. Secured Guaranty $4,000,000 c/o Kingsland Capital Management 1325 Avenue of the Americas 27th Floor New York, NY 10019 Kingsland III, Ltd. Secured Guaranty $5,200,000 c/o Kingsland Capital Management 1325 Avenue of the Americas 27th Floor New York, NY 10019 Monarch Master Funding Ltd. Secured Guaranty $119,819,887 535 Madison Avenue New York, NY 10021 Avery Point CLO, Limited Secured Guaranty $1,256,014 c/o Sankaty Advisors, LLC 111 Huntington Avenue Boston, MA 02199 Chatham Light II CLO, Ltd. Secured Guaranty $3,893,314 $3,893,314 c/o Sankaty Advisors, LLC 111 Huntington Avenue Boston, MA 02199 Race Point IV CLO, Ltd. Secured Guaranty $2,006,340 c/o Sankaty Advisors, LLC 111 Huntington Avenue Boston, MA 02199 Nash Point CLO Secured Guaranty $9,111,402 c/o Sankaty Advisors, LLC 111 Huntington Avenue Boston, MA 02199 Stonehill Offshore Partners Limited Secured Guaranty $3,300,000 c/o Stonehill Capital Management LLC 885 Third Avenue 30th Floor New York, NY 10022 A full text copy of the Chapter 11 petition against Rangers Equity Holdings GP is available for free at http://bankrupt.com/misc/txnb10-43625.pdf RC SOONER: Files Schedules of Assets and Liabilities ---------------------------------------------------- RC Sooner Holdings, LLC, and certain of its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware their schedules of assets and liabilities, disclosing: RC Sooner Holdings, LLC total assets: Unknown total liabilities: $514,219 Southern Hills Villa Apartments, LLC total assets: Unknown total liabilities: $3,313,788 Savannah South Apartments, LLC total assets: Unknown total liabilities: $2,171,460 Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RC SOONER: Gets Final OK to Incur DIP Loan from AllStar Capital --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized RC Sooner Holdings, LLC, et al., to obtain post petition loans, advances, and other credit accommodations from AllStar Capital, Inc. The Debtors would use the loan to fund the continued operations of the Debtor's business. The Debtors were unable to obtain unsecured financing other than the terms offered by the lender. As adequate protection for any diminution in value of the lender's collateral, the Debtors will grant the lender replacement liens upon all present and future property of the Debtor's estates, and superpriority administrative expense claim status. The Debtors are also authorized to use the cash collateral of Federal National Mortgage Association, aka Fannie Mae. As reported in the Troubled Company Reporter on March 10, 2010, in exchange for using the cash collateral, the Debtors will grant Fannie Mae additional and replacement security interests and liens. About RC Sooner Holdings Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D. Delaware Case No. 10-10528). Christopher S. Chow, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. RCC NORTH: Amends List of Largest Unsecured Creditors ----------------------------------------------------- RCC North LLC has filed with the U.S. Bankruptcy Court for the District of Arizona amended list of its largest unsecured creditors. A full-text copy of the amended list is available for free at http://bankrupt.com/misc/azb10-11078_amended.pdf Scottsdale, Arizona-based RCC North LLC filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11078). Philip R. Rudd, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. RCC NORTH: Wants Access to Rents and Other Income of Properties --------------------------------------------------------------- RCC North, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to use rents and other income generated by its property to pay for its ordinary and necessary operating and reorganization. The Debtor owns Phase I and Phase II of the Raintree Corporate Center located north of the northeast corner of Loop 101 and Raintree Drive, at 15333 North Pima Road and 15111 North Pima Road, respectively, in Scottsdale, Arizona. The property is managed by Cavan Property Management. U.S. Bank, N.A., as trustee for the Registered Holders of Merill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, asserted a claim against the Debtor, allegedly secured by the property, in the amount of $57.5 million. The Debtor proposes to use the income to pay the expenses, with a 10% variance of the total budget. The Debtor relates that the use of a portion of the rental income to pay the reasonable and necessary operating expenses of the property satisfies the adequate protection requirement. The Debtor are represented by: John J. Hebert, Esq. E-Mail: jhebert@polsinelli.com Mark W. Roth, Esq. E-Mail: mroth@polsinelli.com Philip R. Rudd, Esq. E-Mail: prudd@polsinelli.com Polsinelli Shughart PC 3636 North Central Avenue, Suite 1200 Phoenix, AZ 85012 Tel: (602) 650-2000 Fax: (602) 264-7033 About RCC North LLC Scottsdale, Arizona-based RCC North LLC, filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11078). Philip R. Rudd, Esq., at Polsinelli Shughart PC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. REMEDIAL CYPRUS: May Sell Support Vessels to Bondholders -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Remedial (Cyprus) Public Co. Ltd. received authority to sell its two elevated support vessels for the offshore oil and gas industry. There were no bids submitted topping the offer from secured bondholders, owed $230 million, to purchase the vessels in exchange for $120 million in debt plus whatever is outstanding on the $5 million post- bankruptcy loan. The bondholders are also paying costs to cure contract defaults. After deducting money in an escrow fund for their benefit, bondholders are owed a net of $177 million, according to a court filing. 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. ROCK & REPUBLIC: Richard Koral to Remain as Exclusive Distributor ----------------------------------------------------------------- California Apparel News says a federal judge ruled that Richard Koral will remain the exclusive distributor for Rock & Republic's off-priced goods with an amended agreement until Dec. 31, 2010. Under the agreement, Mr. Koral can not only distribute off-price and irregular goods to stores such as Nordstrom Rack, Saks Off Fifth and Loehmann's but to Web sites such as www.gilt.com, www.ruelala.com, www.hautelook.com and www.bluefly.com f, for any reason, the Company decides to terminate the agreement, Mr. Koral will receive $200,000 a month until the end of the year. About Rock & Republic New York-based Rock & Republic Enterprises, Inc., is a wholesale and retail apparel company specializing in an avant-garde and distinctive line of clothing. Originally started in 2002 by its Chief Executive Officer, Michael Ball, primarily as an American jeans company, the Debtors have expanded their lines to include high fashion clothing for men, women and children as well as shoes, cosmetics and accessories. The Company's merchandise can be found at most high end retail stores such as Nordstrom, Neiman Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey Nichols and Saks Fifth Avenue, as well as in small upscale boutiques. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-11728). Alex Spizz, Esq., and Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C., assist the Company in its restructuring effort. Manderson, Schaefer & McKinlay, LLP, is the Company's special corporate counsel. The Company listed $50,000,000 to $100,000,000 in assets and $10,000,000 to $50,000,000 in liabilities. The Company's affiliate, Triple R, Inc., filed a separate Chapter 11 petition on April 1, 2010 (Case No. 10-11729). RPM INT'L: 2 Units File for Ch. 11 to Resolve Asbestos Claims ------------------------------------------------------------- RPM International Inc. that action is being taken to permanently resolve current and future asbestos claims associated with Bondex International, Inc. In order to initiate this process, two non- operating subsidiaries, Bondex and Specialty Products Holding Corp., have filed Chapter 11 reorganization proceedings in Delaware. RPM and all of its operating subsidiaries are not part of the Chapter 11 filing and will not be affected by it. SPHC is the holding company for Bondex. It also serves as the holding company for various operating companies that are not part of the reorganization filing. The SPHC operating companies include Chemical Specialties Manufacturing Corp.; Day-Glo Color Corp.; Dryvit Systems, Inc.; Guardian Protective Products, Inc.; Kop-Coat, Inc.; RPM Wood Finishes Group, Inc.; and TCI, Inc. All of these SPHC non-filing operating companies will continue to operate as usual and without interruption. With fiscal 2009 revenues of $329 million and $19 million of pre- tax income, SPHC and its subsidiaries represented less than 10% of RPM's consolidated revenues and less than 11% of its consolidated pre-tax income for fiscal 2009. The filings will stay all litigation related to the asbestos personal injury lawsuits against Bondex and SPHC. As a result, RPM anticipates that its annual consolidated cash flow will improve by approximately $50 million. The Chapter 11 proceedings will enable SPHC and Bondex to establish a section 524(g) trust accompanied by a court order that will direct all future Bondex-related claims to the trust, which will then compensate only meritorious claims at appropriate values. Because the Bondex asbestos liability is confined to two subsidiaries, asbestos recoveries will be limited to some portion of the value of the affected entities. SPHC has secured a commitment for $40 million in new "debtor-in- possession" financing from a lender group led by Wells Fargo Capital Finance LLC. This financing will provide SPHC with the financial resources to fund the costs of the Chapter 11 proceeding. As a result of the filing, the financial results of SPHC and its subsidiaries will not be consolidated with those of RPM and its other subsidiaries. During the period of reorganization, beginning on May 31, 2010, SPHC and its subsidiaries will be presented in RPM's financial statements as an investment using the cost method. Since the asbestos liabilities reside with Bondex, its asbestos liability reserves will no longer be reflected on RPM's consolidated financial statements as of May 31, 2010. "This action has been taken to once and for all resolve the asbestos-related Bondex legacy liability," stated Frank C. Sullivan, RPM's chairman and chief executive officer. "These filings bring an immediate halt to all tort system costs associated with the Bondex asbestos liabilities, and enable the filing entities to utilize section 524(g) and other provisions of the U.S. Bankruptcy Code to achieve a permanent and comprehensive resolution of asbestos-related liability. Initiation of this action will allow RPM to grow from a June 1, 2010 pro forma revenue base of approximately $3.1 billion no longer impacted by Bondex asbestos liability claims or related cash costs," Mr. Sullivan added. Webcast and Conference Call Information Management will host a conference call to further discuss this announcement beginning at 9:00 a.m. EDT on Tuesday, June 1, 2010. The call can be accessed by dialing 866-730-5762 or 857-350-1586 for international callers. It will also be webcast live, complete with slides, via the RPM website at www.rpminc.com. Participants should access the conference approximately 10 minutes before the start time in order to complete the registration process. The conference, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions and must do so via phone. The media and all other participants will be in a listen-only mode. For those unable to listen to the live call, a replay will be available from approximately noon EDT on June 1, 2010 until 11:59 p.m. EDT on June 8, 2010. The replay can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers. The access code is 11767279. The call will also be available for replay and as a written transcript at www.rpminc.com. About RPM RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and Euco. RPM's consumer products are used by professionals and do- it-yourselfers for home maintenance and improvement, boat repair and maintenance, and by hobbyists. SAINT VINCENTS: Committee Proposes Houlihan as Fin'l Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors in St. Vincents Catholic Medical Centers' cases seeks the Court's authority to retain Houlihan Lokey Howard & Zukin Capital, Inc., as its financial advisor and investment banker, nunc pro tunc to April 23, 2010. The Committee has selected Houlihan based on its extensive experience and expertise in corporate restructurings, its knowledge of the capital and real estate markets, valuation, corporate finance and merger and acquisition capabilities, as well as its specific experience with and knowledge of the Debtors and the Debtors' capital structure as a result of Houlihan's work during the Debtors' previous Chapter 11 proceeding. As financial advisor and investment banker, Houlihan will: (a) assess the financial issues, processes undertaken and continuing, and options concerning (i) the sale of the Debtors' assets and businesses, either in whole or in part, (ii) the plan of closure for certain of the Debtors' businesses, and (iii) the Debtors' plan of reorganization or liquidation; (b) evaluate the assets and liabilities of the Debtors; (c) analyze business plans and forecasts of the Debtors' businesses; (d) analyze and review the financial and operating statements of the Debtors; (e) assist in the review of financial and business issues as the Committee may require in connection with the bankruptcy cases; (f) provide specific valuation or financial analyses as the Committee may require; (g) analyze strategic alternatives relating to the Debtors' businesses and assets; (h) assist in the review of claims and with the reconciliation, estimation, settlement, and litigation with respect thereto; (i) assist the Committee in identifying potential alternative sources of liquidity in connection with any debtor-in- possession financing, any Chapter 11 plan; (j) advise and represent the Committee in negotiations with the Debtors, other creditors and third parties; (k) provide testimony in court on behalf of the Committee with respect to any of the foregoing, if necessary; and (l) provide other financial advisory and investment banking services as will be reasonably agreed upon by the Committee and Houlihan. Subject to the Court's approval, Houlihan will be entitled to be paid in accordance with this structure for its services pursuant to the Engagement Letter: Monthly Fees: Houlihan will be paid a non-refundable monthly cash fee of $150,000 for each of the first three months of the term of the engagement and thereafter through the remainder of the term of the engagement, a nonrefundable monthly cash fee of $125,000. The first payment will be made within three business days of the entry of an order approving this Application by the Bankruptcy Court and will be in respect of the period as from the Engagement Effective Date through the monthly period in which payment is made. Thereafter, the Monthly Fee will be earned and payable on every monthly anniversary of the Engagement Effective Date during the term of this Application in consideration of Houlihan accepting this engagement and performing services as described herein. With the exception of any Monthly Fees for the first six months of this Agreement, 50% of any Monthly Fees paid by the Debtors will be credited against the Deferred Fee to which Houlihan becomes entitled, provided, however, in no event, will that Deferred Fee be reduced below zero; and Deferred Fee: The Debtors will pay Houlihan Lokey a fee in cash, equal to the greater of (a) $750,000 and (b) 5% of the Total Consideration, if any, received by unsecured creditors on account of non- administrative, non-priority, unsecured claims. The Deferred Fee will be earned and payable on the earlier to occur of (x) the date of receipt of initial distributions by the unsecured creditors, and (y) the effective date of a plan of reorganization or a plan of liquidation in the Debtors' cases. The Debtors will also reimburse Houlihan for its expenses. As a material part of the consideration for the agreement of Houlihan to furnish services to the Committee pursuant to the terms of the Engagement Letter, Houlihan has requested that certain indemnification provisions set forth in the Engagement Letter be approved. The Committee asserts that the proposed indemnification provisions are standard in Houlihan's industry and those provisions are fair and reasonable considering Houlihan's qualifications and the expected scope of the services Houlihan will provide during this engagement. Andrew Turnbull, managing director of Houlihan Lokey Howard & Zukin Capital, Inc., 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: Creditors Committee Proposes Akin Gump as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in St. Vincents Catholic Medical Centers' cases seeks the Court's authority to retain Akin Gump Strauss Hauer & Feld LLP as its counsel nunc pro tunc to April 21, 2010. As counsel, Akin Gump will: (a) advise the Committee with respect to its rights, duties and powers in the Debtors' Chapter 11 cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of their Chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Chapter 11 cases; (g) represent the Committee at all hearings and other proceedings before the Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee in its review and analysis of all of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or their Chapter 11 cases; (m) investigate and analyze any claims against the Debtors' non-debtor affiliates; and (n) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The Committee has selected Akin Gump because of the firm's extensive knowledge and expertise in the areas of law relevant to the Debtors' Chapter 11 cases. The Debtors will pay Akin Gump in accordance with the firm's current hourly rates: Billing Category Range ---------------- ----------- Partners $525-$1,150 Senior Counsel and Counsel $475-$835 Associates $325-$600 Paraprofessionals $125-$290 The current hourly rates of the Akin Gump attorneys currently expected to have primary responsibility for providing services to the Committee are: Professional Designation Rate/Hour ------------ ----------- --------- David H. Botter, Esq. Partner $875 Sarah Link Schultz, Esq. Partner $640 Kenneth A. Davis, Esq. Senior Counsel $675 Ashleigh L. Blaylock, Esq. Associate $430 Russell L. Wininger, Esq. Associate $350 Kristen Howard, Esq. Associate $325 The Debtors will also pay Akin Gump for its out-of-pocket expenses. David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld 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. In a supplemental declaration, Mr. Botter relates that the total fees it received from Medtronics, Inc., and certain related parties represented approximately 1.13% of Akin Gump's 2007 revenue; $0.20% of Akin Gump's 2008 revenue; and 0.24% of Akin Gump's 2009 revenue. Mr. Botter says that to the extent any causes of action are commenced by or against Medtronics or its related parties and a waiver letter is not obtained permitting Akin Gump to participate in that action, the Committee will retain conflicts counsel to represent the interests of the Debtors' unsecured creditors. Mr. Botter further discloses that Akin Gump serves as counsel to informal and official committees of creditors in many restructuring or chapter 11 cases. Of the current Committee members, the Pension Benefit Guaranty Corporation has in the past served or currently serves as a member of official creditors' committees that are represented by Akin Gump. 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: Files Omnibus Objection to Lift Stay Motions ------------------------------------------------------------ St. Vincents Catholic Medical Centers and its units argue that while blanket relief from the automatic stay is inappropriate, more targeted relief may allow certain claims to proceed, provided appropriate conditions are met. The Debtors add that the medical malpractice claims fall into several broad categories, some of which would be extremely burdensome for the estate to litigate and others of which likely would not impose those burdens. Accordingly, the Debtors propose that certain claims be allowed to proceed, subject to certain material conditions. Other claims, where the estates would directly bear the cost of litigation should remain stayed, the Debtors assert. In addition, the Debtors propose to work with the Official Committee of Unsecured Creditors and other estate constituencies to develop a protocol to simplify the administration of lift stay matters in these cases and attempt to identify cost effective means of liquidating stayed medical malpractice claims through more cost effective means than full trial. The Debtors ask the Court to adopt this approach to stay relief in respect of each category of claims: * Uninsured First Case and Second Case Med Mal Claims. The automatic stay should not be modified. * Insured First Case Med Mal Claims. The automatic stay should be modified to permit these claims to proceed, subject to this condition: insurance continues to be available to cover all of the Debtors' costs of defense in full. * Insured Second Case Med Mal Claims. The automatic stay should be modified to permit these claims to proceed, subject to these conditions: (i) insurance continues to be available to cover all of the Debtors' costs of defense in full; (ii) the movant waives any claim against the estates and agrees to proceed solely against insurance; and (iii) with respect to claims in respect of policy years after the filing of the First Bankruptcy Case, the stay will be modified only to permit the claim to be liquidated, but not to permit the entry of judgment. * Fully Liquidated Med Mal Claims: The automatic stay should be modified to permit these claims to proceed on these conditions: (i) insurance continues to be available to cover all of the Debtors' costs of defense in full; and (ii) the movant waives any claim against the estates and agrees to proceed solely against insurance. The Debtors relate that in order to reduce the burden and expense on their estates, they, working together with the Committee, will devise and present to the Court a proposed protocol for addressing future requests for relief from the automatic stay. Generally, the Debtors note, the protocol will be geared toward reducing the number of motions for stay relief to be filed with the Court and encouraging consensual resolution of those requests where possible. A summary of the Stay Relief Motions is available for free at http://bankrupt.com/misc/Vincents_StayMotionsSummary.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: MedMal Trust Monitor's Statement on Insurance ------------------------------------------------------------- Michael E. Katzenstein, in his capacity as monitor of the MedMal Trusts, filed with the Court a statement concerning the MedMal Trusts and the Third-Party Insurance made available to holders of Allowed MedMal Claims under the Chapter 11 Plan filed by St. Vincents Catholic Medical Centers in their previous Chapter 11 filing. Mr. Katzenstein relates that although the Chapter 11 Plan and the MedMal Trust Agreements provide for the modification of certain mechanics of the MedMal Trusts in the event of a subsequent bankruptcy filing, neither modifies the state court jury trial liquidation procedures governing the liquidation and allowance of MedMal Claims or the first come, first served procedures governing the payment of Allowed MedMal Claims, nor do they limit the Debtors' discharge from all MedMal Claims or the permanent injunction imposed on holders of MedMal Claims from recovering against assets of the Debtors. According to Mr. Katzenstein, if the Debtors maintain a legitimate interest in the disposition of Third-Party Insurance, then they must disclose that interest without delay to avoid any further prejudice to the holders of MedMal Claims. Otherwise, Mr. Katzenstein asserts, there is ample cause exists for the Court to modify the automatic stay to: (i) permit the allowance and payment of all presently liquidated MedMal Claims, in accordance with the first come, first served procedures set forth in the Chapter 11 Plan and the MedMal Trust Agreements, until the exhaustion of available Third-Party Insurance proceeds or applicable MedMal Trust Assets; (ii) permit the liquidation, allowance and payment of MedMal-MW Claims and MedMal-SI Claims, in accordance with the first come, first served procedures until the exhaustion of available Third-Party Insurance proceeds or applicable MedMal Trust Assets; and (iii) enforce the automatic stay against the liquidation of MedMal-BQ Claims pending further consideration by the parties and the Court. Third-Party Insurance Before the Petition Date, the Debtors had purchased insurance programs for two distinct sets of medical malpractice claim risk: hospital professional liability and commercial general liability. Both the HPL and CGL Policies limit coverage to claims asserted against the Manhattan/Westchester and Staten Island regions - claims asserted against the Brooklyn/Queens region are not covered by Third-Party Insurance. Mr. Katzenstein avers that the Debtors should now in a position to disclose the extent of any medical malpractice liability claims entitled to recover from the CGL policies. Chapter 11 Plan and Creation of MedMal Trusts At the time the Chapter 11 Plan was filed, Caronia Corporation, the consultant employed by the Debtors' estate to estimate their medical malpractice liability, estimated the total potential MedMal Claim liability of the Debtors as between approximately $77 million and $116 million. Prior to confirmation, over two hundred parties filed motions seeking relief from or modification of the automatic stay to proceed with the prosecution of MedMal Claims in state court. With limited exceptions, the Debtors objected to each of these motions in favor of a more systematic approach to these claims. The Debtors, in consultation with the Official Committee of Tort Claimants, ultimately agreed on a systematic approach whereby holders of MedMal Claims who filed both requests for stay relief and timely filed proofs of claim could liquidate their claims in state court, but not collect on those claims once liquidated from any source absent further order of the Court. The MedMal Trust Monitor relates that all presently liquidated MedMal Claims should be allowed and paid to the extent of available funds, and the Debtors should be directed to comply with their Chapter 11 Plan obligation to take those ministerial administrative actions as are necessary to effectuate that allowance -- whether it be signing a previously negotiated settlement agreement or seeking state court or surrogate court approval of an executed settlement. The MedMal Trust Monitor maintains that unliquidated MedMal Claims for which there is available Third-Party Insurance to pay defense costs should be liquidated and, to the extent available Third- Party Insurance proceeds and MedMal Trust Assets exist to pay those settlements or judgments, should be allowed and paid. 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: Ombudsman Has Report on Possible Compromise ----------------------------------------------------------- Daniel T. McMurray, the Patient Care Ombudsman in the Saint Vincents' cases, reports to the Court that, despite the Debtors' intensive efforts, numerous physicians failed to complete patients' medical records in accordance with proper practice. Mr. McMurray notes that in many instances, records and reports of treatment, including surgical reports, are unsigned. In other instances, he notes, certain records and reports have not been provided. "Complete patient records are essential to the ability of a patient to obtain appropriate care in the future," Mr. McMurray maintains. "Such records inform future providers of medical care about the patient's medical history, including the condition for which he was treated, the nature of the treatment which was provided and the success of that treatment," he adds. Mr. McMurray says signatures on hitherto unsigned records and reports are integral part of a complete medical record. Actual physician signature insures that the records and reports, many of which had been dictated, have been read by the physician and checked for accuracy. Without signatures, the danger of transcription errors is qualitatively greater than it would be if the physician had read and signed the report after transcription, Mr. McMurray relates. According to Mr. McMurray, he has been in frequent communication with the Debtors about the situation, and the Debtors have undertaken measures to address the situation. Mr. McMurray says that the Debtors will be sending, or have sent, a memorandum to physicians whose patients' records are incomplete. He adds that the memorandum sets a deadline of June 4, 2010 for compliance. 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). SEMINOLE CASUALTY: A.M. Best Downgrades FSR to 'C+' --------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C+ (Marginal) from B- (Fair) and issuer credit rating to "b-" from "bb-" of Seminole Casualty Insurance Company (Seminole) (Tamarac, FL). The outlook for both ratings is negative. The downgrading of Seminole's ratings reflects the decline in its level of risk-adjusted capitalization primarily attributable to a 2009 underwriting loss, partly tempered by unrealized investment gains, which caused a reduction in surplus. Capitalization was further impacted by the company's ongoing, unfavorable loss reserve development and premium growth. The negative outlook recognizes the potential for further declines in Seminole's capitalization based on its recent history of unfavorable operating performance and the uncertainty regarding the stability of its current capital structure. Seminole principally writes minimum limit, private passenger non- standard automobile liability and physical damage coverages in Florida. SEVEN BANCORP: Posts $528,000 Net Loss for March 31 Quarter ----------------------------------------------------------- Seven Bancorp file its quarterly report Form 10-Q, showing a $528,000 net loss on $12.5 million of total interest income for the three month ended March 31, 2010, compared with a net loss of $1.3 million on $13.6 million of total interest income for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $970.7 million in total assets and $865.4 million in total liabilities, for a $105.3 million total stockholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6391 As reported by the Troubled Company Reporter on December 28, 2009, the Board of Directors of Severn Bancorp suspended the common stock dividend for the fourth quarter of 2009. This represents a reduction of $0.03 per share from the common stock dividend declared for the third quarter of 2009. As reported by the TCR on November 25, 2009, Annapolis, Maryland- based Severn Bancorp along with its Bank unit, has entered into supervisory agreements with the Office of Thrift Supervision, the Bank's primary federal regulator. The agreements set forth steps being taken in response to regulatory concerns with its operating results and effects of the current economic environment facing the financial services industry. About Severn Savings Bank Founded in 1946, Severn Savings Bank, FSB -- http://www.severnbank.com/-- is a full-service community bank offering a wide array of personal and commercial banking products as well as residential and commercial mortgage lending. It has assets of nearly $1 billion and four branches located in Annapolis, Edgewater and Glen Burnie. The bank specializes in exceptional customer service and holds itself and its employees to a high standard of community contribution. Severn Bancorp, Inc., (Nasdaq: SVBI) is the parent company of Severn Savings Bank. SPEEDUS CORP: Posts $1.0 Million Net Loss in Q1 2010 ---------------------------------------------------- Speedus Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $1,018,157 on $137,967 of revenue for the three months ended March 31, 2010, compared with a net loss of $1,338,474 on $49,800 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $1,346,394 in assets and $2,058,680 of liabilities, for a stockholders' deficit of $712,286. As reported in the Troubled Company Reporter on April 6, 2010, Amper, Politziner, & Mattia, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring losses and net cash outflows from operations since inception. "We have recorded operating losses and negative operating cash flows since our inception and have limited revenues. At March 31, 2010, we had an accumulated deficit of approximately 87.0 million. We do not expect to have earnings from operations or positive operating cash flow until such time as our strategic investments achieve successful implementation of their business plans and/or form alliances for the use of our capabilities in the future. "We may not have funds sufficient to finance our operations and enable us to meet our financial obligations for the next twelve months. There can be no assurances that we will be able to consummate any capital raising transactions, particularly in view of current economic conditions. On January 27, 2010, the Company engaged Morgan Joseph & Company, Inc., a full service investment bank, to evaluate strategic alternatives available to maximize shareholder value with respect to its Zargis subsidiary. The inability to generate future cash flow or raise funds to finance our strategic investments could have a material adverse effect on our ability to achieve our business objectives. "These conditions raise substantial doubt about our 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?6395 Freehold, N.J.-based Speedus Corp. (Nasdaq: SPDE) -- http://www.speedus.com/-- operates primarily through its two majority-owned subsidiaries Zargis Medical Corp. and Density Dynamics Corp. Zargis is a medical device company focused on improving health outcomes and cost effectiveness through the development of computer-aided medical devices and telemedicine based delivery systems. DDC is a newly formed company that was created to acquire the technology, assets and some of the operations of a developer and marketer of ultra-high speed storage systems for server networks and other applications. DDC is continuing development of its line of environmentally friendly DRAM based solid-state storage and I/O acceleration technology. SPHERIS INC: Seeks First Exclusivity Extension ---------------------------------------------- Bill Rochelle at Bloomberg News reports that SP Wind Down Inc., formerly Spheris Inc., is asking for a September 1 extension of its exclusive right to propose a liquidating Chapter 11 plan. The Court will convene a hearing on June 16 to consider approval of a first extension. Headquartered in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. The estate of Spheris Inc. is now formally named SP Wind Down Inc. after it sold the business in April. CBay Inc.'s MedQuist Inc. purchased the domestic business of Spheris for $98.8 million. STATION CASINOS: Disclosure Statement Hearing on June 10 -------------------------------------------------------- Station Casinos, Inc., and its debtor-affiliates ask Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District of Nevada to approve the Disclosure Statement accompanying their Chapter 11 Plan of Reorganization as containing "adequate information" within the meaning of the Section 1125 of the Bankruptcy Code. The Disclosure Statement, delivered by the Debtors on March 24, 2010, provides information that is "reasonably practicable" to permit an "informed judgment" by creditors and interest holders entitled to vote on the Plan, Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCoy LLP, in Los Angeles, California, asserts. The Court will hold a hearing on June 10, 2010, to consider approval of the Disclosure Statement. Deadline for filing objections is May 27. Solicitation Procedures The Debtors seek permission from Judge Zive to implement uniform solicitation and balloting procedures in relation to the Disclosure Statement and Chapter 11 Plan they filed. In this regard, the Debtors have retained Kurtzman Carson Consultants LLC as their claims, solicitation, and balloting agent. To ensure that the Debtors have sufficient time to provide proper notice of and distribute the Solicitation Packages, the Debtors ask the Court to establish June 3, 2010, as the voting record date with respect to the Securities. The Debtors propose that in order to be counted as a vote to accept or reject the Plan, each Ballot must be properly executed, completed and delivered to the Voting and Claims Agent so that it is actually received by the Voting and Claims Agent no later than 4:00 p.m., prevailing Pacific Time, on the date that is 21 days after the Solicitation Date. The Debtors ask the Court to set the hearing to consider confirmation of the Plan on July 15 and 16, 2010. The Debtors further ask that the Confirmation Hearing may be continued from time to time by the Court or the Debtors. Objections to the Plan confirmation must (i) be in writing, (ii) state the name and address of the objecting party and the amount and nature of the claim or interest of such party, (iii) state with particularity the basis and nature of any objection, and (iv) be filed, together with proof of service, with the Court, and (v) be served so that they are actually received by the Debtors and other Notice Parties no later than 4:00 p.m. (prevailing Pacific Time) 14 days prior to the Confirmation Hearing. The proposed dates and deadlines for the Plan confirmation process consist of: Event Date/Deadline ----- ------------- Deadline for Disclosure Statement Objections May 27 Deadline for Responses to DS Objections June 3 Securities Voting Record Date June 3 Disclosure Statement Hearing June 10 Non-Securities Voting Record Date June 10 Entry of Order Approving Disclosure Statement [June 11] Solicitation Date Fifth day after entry of Disclosure Statement Order [est. June 16] Deadline for Intermediaries Within three to send Solicitation Packages business days of receipt Deadline to Publish Notice [June 16] of Confirmation Hearing Solicitation Date Voting Deadline [July 1] Deadline for Plan Confirmation 14 days prior to Confirmation Hearing [July 1] Deadline to File Plan Supplements [TBD] and Exhibits Deadline to File Single Reply 2 days before to Plan confirmation objections Confirmation Hearing [July 13] Confirmation Hearing July 15 and 16 About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Further Revises 2nd Compromise Pact with PropCo ---------------------------------------------------------------- Station Casinos, Inc., and FCP PropCo LLC ask the Court to approve a revised version of the Second Amended and Restated Master Lease Compromise Agreement between SCI and Propco. The changes contained in the Revised Second Compromise Agreement are the result of discussions and negotiations among (i) the Debtors, (ii) the Agent and Steering Committee of lenders under SCI's prepetition senior secured credit facility, (iii) the mortgage lenders to FCP PropCo, LLC, and (v) Fertitta Gaming LLC. Based upon those discussions, the Revised Second Compromise Agreement reflects agreements reached among those parties on a variety of issues and the resolution of matters that, if left unresolved, would have resulted in litigation over the request to approve the Agreement, notes Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCoy LLP, in Los Angeles, California. The Revised Second Compromise Agreement reflects these terms: (1) The members of the Opco Steering Committee, which hold in the aggregate approximately 60% of SCI's prepetition secured debt, support the Revised Compromise Agreement. (2) The Mortgage Lenders support the Revised Compromise Agreement. (3) The Revised Compromise Agreement represents the resolution of complex issues about transition issues and asset transfers necessary to permit Propco to reorganize and SCI to conduct an orderly sale process, in each case as contemplated by the Debtors' Joint Plan. In particular, Mr. Kreller relates, the Revised Second Compromise Agreement details specifically the assets that the parties have agreed will be transferred as part of any orderly separation of SCI and Propco that may be necessary if the SCI sale process results in a sale of the Opco Assets to a third party. The Revised Second Compromise Agreement also specifies the agreed- upon purchase price of $35 million for those assets to be paid to SCI in the event of a separation, as well as the terms and conditions under which the asset transfers will occur and the terms and conditions under which that purchase price will be paid. The Revised Compromise Agreement also recognizes that the Opco Assets and the Propco Assets may remain under common ownership and management if FG and the Mortgage Lenders are the winning bidder for the Opco Assets and provides for that alternative as well. The revisions contained in the Revised Second Compromise Agreement are designed to permit Propco's restructuring and SCI's sale process to move forward side-by-side in a smooth, orderly and consensual manner, Mr. Kreller tells Judge Zive. A blacklined copy of the Revised Second Amended and Restated Master Lease Compromise Agreement is available at no charge at: http://bankrupt.com/misc/SCI_Revised2ndAmendedLeasePact.pdf Objections to Second Compromise Agreement Prior to the delivery of the revisions to the Second Compromise Agreement, various parties-in-interest noted that the Agreement should not be approved. The Official Committee of Unsecured Creditors argued, in several Court filings, that the Agreement "is a one-sided transaction that, if approved, will severely devalue SCI to the exclusive benefit of Propco." "The [Second Compromise Agreement] places a number of new obligations on SCI without providing SCI with any additional benefits," Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver & Jacobson, LLP, in New York, says, on behalf of the Creditors' Committee. He noted that if SCI rejected the Master Lease under the Second Compromise Agreement immediately, Propco will be receiving a general unsecured claim for statutory rejection damages under the Master Lease in the amount of $497,592,437. According to the terms of the Second Compromise Amendment, this amount would not be reduced by the value of the collateral under the Master Lease that SCI will turn over to Propco. This treatment is at odds with the dictates of the Bankruptcy Code, said Mr. Steingart. The Creditors' Committee also filed a subsequent objection to the Revised Second Compromise Agreement, noting that the Revisions result to a number of "transition events" and "transfer events" that are completely unrelated to the payment of rent and the other obligations in the original Master Lease. Thus, if the Court approves the Revised Agreement, regardless of whether this Court approves the Disclosure Statement or the creditors vote for the Plan, the PropCo Lenders, and the Fertittas will be able to obtain the transition services and assets that they covet, Mr. Steingart said in a declaration submitted to Judge Zive. Boyd Gaming Corporation, for its part, pointed out that the Second Compromise Agreement contains "numerous fundamental flaws." It is not merely an "amendment" to the existing Court-approved settlement between SCI and Propco, but rather, it is a wholesale retrade on the previous settlement purportedly resolving the Opco- Propco issues by requiring material Opco transition services and divesting Opco of valuable property. Among other things, the Second Compromise Agreement harms the Opco 7 estate, while creating windfalls from Opco's Excluded Assets for the Propco estate and the 8 Debtors' insiders, Robert R. Kinas, Esq., at Snell & Wilmer, L.L.P., in Las Vegas, Nevada, noted on behalf of Boyd. In support of Boyd's Objection, declarations were filed with the Court by (i) David Farlin, chief information officer at Boyd; (ii) Brian A. Larson, executive vice president, general counsel and secretary at Boyd, and (iii) J. Soren Reynertson, Esq., a managing general partner at GLC Advisors & Co., LLC, in New York. The Debtors withdrew Mr. Reynertson's Declaration. Creditors' Committee Seeks to File Flachs Declaration Under Seal Robert Flachs, managing director of Moelis & Company LLC, in Los Angeles, California, as the Creditors' Committee's financial advisor, submitted a declaration in support of the Objection, under which he provided opinion as to the benefits of the Second Compromise Agreement to the value of the SCI estate. Moelis reviewed certain reports by Duff & Phelps, LLC, which allocated certain values to certain PropCo properties, certain player relationships and certain employment replacement costs. The information contained within the D&P reports, including the Allocated Values, may be confidential in nature. Accordingly, the Creditors' Committee seeks the Court's permission to file an Unredacted Flachs Statement, which the Committee anticipates to file under seal. Concurrently, the Committee will provide a copy of the Unredacted Flachs Statement to the Office of the U.S. Trustee. Committee Seeks to Strike Declarations The Creditors' Committee, in several filings with the Court, asks Judge Zive to strike the declarations prepared by these individuals because declarations are in violation of Rule 9006(d) of the Federal Rules of Bankruptcy Procedure: * Richard J. Haskins * Daniel Aronzon * Scott Kreeger * Robert Caruso of Alvarez & Marsal North America * Michael Genereux of Blackstone Advisory Services, L.P. * Jason S. Friedman of Simpson Thacher & Bartlett LLP Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver & Jacobson, LLP, in New York, filed declarations in support of the Committee's request contending that the discovery served with respect to the Second Compromise Agreement does not adequately cover the information and documents needed to effectively evaluate the Revised Second Compromise Agreement and other documents, as well as the testimony and evidence in the declarations. Brett Axelrod, Esq., at Fox Rothschild, LLP, in Las Vegas, Nevada, attached in a declaration the transcripts of the depositions he has conducted. With respect to the Caruso Declaration, the Committee and the Independent Lenders assert that regardless of whether the Court treats the Report and the related Caruso Declaration as a lay opinion or an expert opinion, it is inadmissible under Rule 702 of the Federal Rule of Evidence, Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and cases following Daubert. Deutsche Bank Trust Company Americas, as administrative agent for the prepetition senior secured lenders, objects to the Committee's request to strike declarations by Robert Caruso, Michael Genereux and Jason S. Friedman. The Administrative Agent says it will arrange for Messrs. Caruso and Genereux available for deposition. Thomas C. Rice, Esq., a member of Simpson Thacher & Bartlett LLP, in a declaration, relates that the Administrative Agent did not receive any request for discovery from the Creditors' Committee but stood ready to provide discovery with respect to the Genereux and Caruso Declarations. The Debtors, in response to the Committee's Motion to Strike, assert that the declarations contain entirely appropriate and permissible rebuttal evidence in response to allegations contained in objections to the Plan Facilitation Motions. The Debtors also assert that the Committee's failure to evaluate the Plan Facilitation Motions is their own failing, not a function of any undue time pressure. Linda Dakin-Grimm, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California, filed a declaration attaching the transcripts of the depositions she took of several individuals, including Robert J. Flachs, a member of Moelis & Company, the Committee's financial advisor. Mr. Flachs' verified statement was filed under seal pursuant to a Court order. Debtors, PropCo and OpCo, et al., Respond The Objections to the Second Compromise Agreement "substantially mischaracterize" both the purposes and terms of the Agreement, which, in fact, provides substantial benefits for Opco, Propco and the purchaser of the Opco assets, including the monetary settlement $35 million from Propco to Opco plus certain additional operational and monetary benefits favoring Opco, the Debtors said. The Second Compromise Agreement is the product of more than several months of negotiation with both the Opco Consenting Lenders, the Propco Lenders, and even, indirectly, Boyd. Boyd made its input through the Opco Lenders because the Opco Lenders were talking to Boyd in the context of the informal auction that the Opco Lenders conducted over who the Opco Lenders would support as the stalking horse bidder, Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCoy LLP, in Los Angeles, California, explained. Moreover, the Second Compromise Agreement provides for continuation of the Master Lease rent reduction at a lower monthly rent and proposes a final settlement and disposition of certain assets that were previously shared or commonly owned, and over which there are substantial outstanding disputes as to ownership, lien rights, the validity, extent and priority of those liens, and the ability and or desirability of assuming certain contracts, Mr. Aronzon told the Court, citing declarations from SCI Senior Vice President of Corporate Operations Scott Kreeger and Executive Vice President, General Counsel, and Secretary Richard J. Haskins. "Probably the most fatal flaw in the Objections is the apparent assumption that all of these assets are owned by SCI and could readily be sold or otherwise disposed of by SCI without regard for Propco's interests. That assumption is simply wrong. Absent settlement as proposed, litigation over these assets would make the near term sale of the Opco assets and confirmation of the Joint Plan an impossibility," Mr. Aronzon contended in a supplemental response. The Debtors also sought to file under seal redacted portions of their supplemental response "to protect commercially sensitive, confidential information." The redacted portions "contain references to testimony or documents that have been designated as 'for attorney's eyes only' by agreement of the parties to this matter," Mr. Kreller relates In a separate statement, PropCo and OpCo said that the Revised Compromise Agreement has drawn the support of major economic stakeholders from both estates. The Objections unfairly mischaracterize certain terms of the Revised Agreement to make it appear that the Agreement is not consistent with the terms of the First Compromise Agreement, Oscar Garza, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California, argued on behalf of PropCo and OpCo. Notwithstanding the Objectors' "gross mischaracterizations," the Second Compromise Agreement (i) maintains the course already approved by this Court in the First Compromise Agreement -- a course that was designed by PropCo and OpCo to govern, if necessary, a controlled separation of the two estates, and (ii) advances the case timetable toward confirmation of the Debtors' Chapter 11 Plan, Mr. Garza told Judge Zive. According to Mr. Garza, the Objectors contention that the Revised Agreement will allow PropCo to compete unfairly with SCI is without merit. SCI and PropCo are not direct competitors because SCI's management has strategically placed each casino so that each SCI-managed casino has its own local geographic market. Supporting the Debtors' contention, the German American Capital Corporation as collateral agent for itself and JPMorgan Chase Bank, N.A., or the CMBS Lenders to Debtor FCP PropCo, LLC said that the Amended Compromise "provides a fair allocation of shared assets that are currently used to operate both OpCo's and PropCo's casinos" . . . [and] "strikes a critical balance to ensure that OpCo and PropCo will each remain fully operational post-emergence, even if they do not remain commonly owned." * * * At the Debtors' behest, Judge Zive extended the deadline by which SCI must assume or reject the Master Lease, from May 12, 2010 to and including June 12, 2010. The Court also authorized the Debtors to file under seal their Supplemental Responses. The Documents will remain confidential and shall be served only upon, and accessible only to (i) the Court; (ii) the Debtors and their counsel; (iii) the Committee and their counsel; (iv) the Dissident Lenders and their counsel; (v) OpCo Lenders and their counsel; (vi) the PropCo Lenders and their Counsel; and (vii) the United States Trustee and its counsel. In a separate order, Judge Zive authorized the Creditors' Committee to file the Unredacted Flachs Statement which will be sealed in accordance with Section 107(b) of the Bankruptcy Code. Judge Zive also approved the Debtors' request for protective order limiting the attendees at all depositions for the Debtors, the Committee, FCP PropCo, the Independent Lenders and the agent of the Steering Committee. The Court excludes from attendance at all depositions all representatives from Boyd Gaming Corp. and Fertitta Gaming LLC. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Law Debenture Objects to Plan Outline ------------------------------------------------------ Law Debenture Trust Company of New York maintains that contrary to the requirement of Section 1125(a)(1) of the Bankruptcy Code, the Disclosure Statement delivered by the Debtors "includes numerous blanks" in sections with substantive provisions that are necessary for creditors to make informed decisions about whether to accept or reject the Plan. Law Debenture is trustee under (i) the Indenture dated as of March 17, 2004, with Station Casinos, Inc., and providing for the issuance of 6% Senior Notes due 2012, and (ii) the Indenture dated as of August 1, 2006, with SCI providing for the issuance of 73/4% Senior Notes due 2016, as amended. On behalf of Law Debenture, Amy N. Tirre, Esq., at Sullivan & Worcester LLP, in Boston, Massachusetts, points out that the provisions in the Plan and the Disclosure Statement are "inconsistent" with respect to, among other things, recoveries and voting rights for Class S.5. Ms. Tirre notes that the lack of complete and reliable information, coupled with the inconsistencies between the Plan and Disclosure Statement, prevents creditors from making informed decisions about the Plan. Specifically, Law Debenture contends that these clarifications must be made with respect to the Disclosure Statement and the Plan: (1) The definition of "Distribution Record Date" should include a specific time of day. (2) The Definitions of "Senior Notes Trustee" and "Subordinated Notes Trustee" should be added where appropriate. (3) The Plan provisions regarding the Trustee Fees should be amended to provide that on the Effective Date, the Reorganized Debtors will pay in full, in cash, all outstanding reasonable and documented fees and expenses of the Senior Notes Trustee and the Subordinated Notes Trustee and their advisors and agents, including counsel. (4) In order to effectuate distributions to the beneficial owners of the Senior Notes and to preserve the Indenture Trustee's charging lien to the extent necessary, the Indentures must survive for that limited purpose. (5) Distributions should be deemed complete when made to the Trustee. This is appropriate given that the terms of the applicable Indenture govern the allocation of any distributions and avoids complication in determining whether a distribution has been "claimed" for purposes of the Plan, where it might be made through multiple layers of registered, nominee and beneficial holder accounts. (6) The provisions of the Plan and Disclosure Statement concerning surrender of certificated instruments or notes should not apply to the Trustee. Law Debenture further points out that the Solicitation Procedures governing the Plan voting must: * define the Securities Voting Record Date with reference to a specific time of day; * include Class S.5 Claims in any of the characterizations of Voting Classes; and * provide mechanics for counting multiple ballots submitted on account of one claim. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. The Company owns and operates Red Rock Casino Resort Spa, Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Rancho and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in Henderson, Nevada. Station also owns a 50% interest in Green Valley Ranch Station Casino, Aliante Station Casino and Hotel, Barley's Casino & Brewing Company, The Greens and Wildfire Lanes in Henderson, Nevada and a 6.7% interest in the joint venture that owns the Palms Casino Resort in Las Vegas, Nevada. In addition, the Company manages Thunder Valley Casino near Sacramento, California on behalf of the United Auburn Indian Community. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Plan Exclusivity Extended ------------------------------------------ The Bankruptcy Court has extended the period during which no party other than Station Casinos Inc. and its units may file a plan pursuant to Section 1121(c)(3) of the Bankruptcy Code from May 24, 2010, to the confirmation hearing date. The Plan Confirmation hearing slated for June 15 and 16, 2010. The Debtors also contended that objections filed by, among others, the Official Committee of Unsecured Creditors and Independent Lenders "contain equally inaccurate or misguided arguments about what these Chapter 11 cases are or should be." The arguments merely seek to derail the Debtors' reorganization efforts for their own parochial reasons -- none of which are related to the actual standard for an extension of exclusivity under Section 1121(d) of the Bankruptcy Code, explained Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCoy LLP, in Los Angeles, California. 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) STRIKEFORCE TECH: Posts $557,493 Net Loss for March 31 Quarter -------------------------------------------------------------- Strikeforce Technologies Inc. filed its quarterly report on Form 10-Q, showing a net loss of $557,493 net loss on $54,850 of revenues for the three months ended March 31, 2010, compared with a net loss of $274,679 on $83,266 of revenues for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $1.1 million in total assets and $9.7 million in total liabilities, for a stockholder's deficit of $8.6 million. The Company did not timely submit its Form 10-Q. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?639e Edison, N.J.-based StrikeForce Technologies, Inc. a software development and services company that offers a suite of integrated computer network security products using proprietary technology. SUMMIT HOTEL: Posts $4.7 Million Net Loss for March 31 Quarter -------------------------------------------------------------- Summit Hotel Properties LLC filed is quarterly report on Form 10- Q, showing a net loss of $4.7 million on $31.3 million of total revenues for the three months ended March 31, 2010, compared with a net loss of $1.5 million on $29.3 million of total revenues for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $513.9 million in total assets, $166.8 million in total current liabilities, and $269.9 million in long-term debt, for a stockholder's equity of $77.2 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6392 About Summit Hotel Summit Hotel Properties, LLC is a developer, owner and manager of hotels categorized as mid-scale without food and beverage and upscale hotels located throughout the United States. As of December 31, 2009, the Company owned 65 hotels in 19 states. The Company's revenues and earnings are derived from hotel operations of its owned hotels. An affiliate, The Summit Group, Inc., provides a number of services for its hotels, including hotel operations management, location of acquisition targets and construction sites, development of construction sites, and construction supervision. As of December 31, 2009, Summit Hotel Properties had two wholly owned limited liability companies that own hotel properties. Summit Hospitality I, LLC owns 25 of the Company's hotels. In addition, Summit Hospitality V, LLC, is a wholly owned subsidiary, which owns 13 of the Company's hotels. * * * According to the Troubled Company Reporter on April 29, 2010, Summit Hotel Properties, LLC's forbearance agreement with Fortress Credit Corp. has expired on May 3. TAYLOR-WHARTON: Wins Confirmation of Reorganization Plan -------------------------------------------------------- Bill Rochelle at Bloomberg News reports that a bankruptcy judge in Delaware signed an order confirming the reorganization plan of Taylor-Wharton International LLC. According to the report, approval of the plan was held up until settlement of disputes with labor unions. The plan was negotiated prepetition with holders of all of the $73.9 million in senior secured debt and the $73.3 million senior subordinated mezzanine notes. Senior secured creditors receive a new $20 million revolving credit loan and a $30 million term loan. The holders of the $74.8 million in subordinated notes take home 7% of the new equity, subject to dilution by 16.5% of the stock that may be given to managers. Investors are buying $12 million in pay-in- kind notes in return for 93% of the stock. The subordinated noteholders have the right to purchase half of the new PIK notes. For accepting the plan, general unsecured creditors split $100,000 cash. About Taylor-Wharton Taylor-Wharton International, LLC, is the world's leading technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14089). The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TEARLAB CORPORATION: Board Approves Amended 2002 Stock Option Plan ------------------------------------------------------------------ The Board of Directors of TearLab Corporation aka Occulogix Inc. approved the amendment and restatement of the Company's 2002 Stock Option Plan. The 2002 Plan was amended and restated to provide for full vesting acceleration of outstanding stock options granted thereunder in the event of a change in control in which the acquiring company does not assume or substitute for such options. Additionally, the 2002 Plan and the 2003 Plan were both amended to provide for full vesting acceleration of outstanding stock options granted thereunder to a participant in the event the participant's service is terminated by reason of an involuntary termination within 18 months following the effective date of any change in control in which the option is assumed or otherwise continued in effect. A full-text copy of the Option Plan is available for free at http://ResearchArchives.com/t/s?637f San Diego, Calif.-based OccuLogix, Inc. is an in-vitro diagnostic company. The Company is commercializing a proprietary tear testing platform, the TearLab(TM) Osmolarity System that enables eye care practitioners to test for highly sensitive and specific biomarkers using nanoliters of tear film at the point-of-care. * * * This concludes the Troubled Company Reporter's coverage of OccuLogix, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. TEXAS RANGERS: Lenders Try to Send Equity Owners to Ch. 11 ---------------------------------------------------------- Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The Rangers Equity entities are controlled by Dallas millionaire Tom Hicks. The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of Texas Rangers Baseball Partners.4 According to Bloomberg News, the lenders oppose a proposed $575 million sale of the team, which plays in Arlington, Texas, to a group including Hall of Fame pitcher Nolan Ryan, the team's president, and Chuck Greenberg. Lenders, who are owed $525 million by Mr. Hicks, have said they believe the team can get a better deal. The sale was proposed as part of the May 24 bankruptcy filing by Texas Rangers Baseball Partners, which is owned by two entities controlled by Mr. Hicks' HSG Sports Group LLC. 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. 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: Gets $21.5 Million Financing from League ------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Texas Rangers Baseball Partners ended up with $21.5 million in financing from Major League Baseball, as a result of an unscheduled auction that took place in bankruptcy court on the team's third day in Chapter 11. Originally, the league had agreed to provide $11.5 million in financing. Secured lenders, owed $525 million, ultimately offered $41.5 million, enough to pay off $20 million already owing to the league plus $20 million in new money. According to the report, at the end of the hearing which began May 25, U.S. Bankruptcy Judge Michael Lynn gave interim approval for $6 million in financing from the league, enough to cover a $3.8 million payroll this week. Judge Lynn will hold another hearing June 15 for approval of the entire package of $21.5 million. 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. 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. TIB FINANCIAL: Posts $5.1 Million Net Loss in Q1 2010 ----------------------------------------------------- TIB Financial Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $5.1 million on $6.6 million of net interest income (after provision for loan losses) for the three months ended March 31, 2010, compared with a net loss of $3.5 million on $5.4 million 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 $1.691 billion in assets, $1.640 billion of liabilities, and $50.8 million of stockholders' equity. As reported in the Troubled Company Reporter on April 6, 2010, Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred net losses in 2009, 2008 and 2007, primarily from loan and investment impairments. In addition, the Company's bank subsidiary is operating under an informal agreement with bank regulatory agencies that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirement as of December 31, 2009, and therefore is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. At March 31, 2010, these elevated capital ratios were not met. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6397 Headquartered in Naples, Florida, TIB Financial Corp. (NASDAQ: TIBB) is a bank holding company which through its wholly owned subsidiaries, TIB Bank -- http://www.tibbank.com/-- and Naples Capital Advisors, Inc. -- http://www.naplescapitaladvisors.com/-- offers a wide range of commercial, retail and private banking and trust, investment management and other financial services to businesses, individuals and families. TOYS 'R' US: Fitch Puts 'B' IDR on Positive Watch ------------------------------------------------- Fitch Ratings has placed the ratings of Toys 'R' Us, Inc., and its various subsidiary entities on Rating Watch Positive following the announcement of the company's plan to pursue an initial public offering. These ratings are placed on Rating Watch Positive: Toys 'R' Us, Inc. -- Issuer Default Rating 'B'; -- Senior unsecured notes 'CC/RR6'. Toys 'R' Us - Delaware, Inc. -- IDR 'B'; -- Secured revolver 'BB/RR1'; -- Secured term loan 'B-/RR5'; -- Unsecured term loan 'CCC/RR6'; -- Senior unsecured notes 'CCC/RR6'. Toys 'R' Us Property Co. I, LLC (previously known as TRU 2005 RE Holding Co. I, LLC) -- IDR 'B'; -- Senior unsecured notes 'BB/RR1'. Toys 'R' Us Property Co. II, LLC (previously known as Giraffe Holdings, LLC) -- IDR 'B'; -- Senior unsecured notes 'BB-/RR2'. Toys 'R' Us Europe, LLC (previously known as Toys 'R' Us (UK) Ltd.) -- IDR 'B'; -- Secured revolver 'BB/RR1'. Toys had $5.2 billion in debt outstanding on Jan. 30, 2010. The size of the IPO is estimated to be around $800 million. In connection with the IPO, the company and its equity sponsors (Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co., L.P. and Vornado Realty Trust) intend to terminate the advisory agreement in which affiliates of the sponsors provided management and advisory services to Toys. The agreement was put in place at the closing of the 2005 acquisition. Upon the completion of the IPO, Toys will pay a termination fee to the sponsors. The remaining balance of the net proceeds of the offering will be used primarily for debt repayment, which Fitch expects will result in leverage (adjusted debt/EBITDAR) decreasing to below 5.5x (times). Fitch anticipates the company will repay a portion of the outstanding higher coupon debt securities in its capital structure, which include the $950 million of 10.75% senior unsecured notes at TRU Property Company I and $725 million of 8.5% senior secured notes at TRU Property Company II. With the completion of the IPO, Fitch expects the IDRs could be upgraded to 'B+' as a substantial portion of the proceeds are expected to be used for debt reduction. In addition, certain of the recovery ratings will be adjusted to reflect a higher recovery rate for the remaining debt securities in the capital structure. The current ratings reflect Toys' successful operating strategy which resulted in improved operating results and credit metrics in fiscal 2009 despite the challenging operating environment. The ratings also reflect Fitch's expectation for further strengthening of credit metrics in fiscal 2010 with positive free cash flow generation and improved liquidity. This is balanced by 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 5.0%. As a result of this and debt reduction of $349 million, leverage (defined as adjusted debt/EBITDAR) declined to 6.0x in fiscal 2009 from 6.8x in fiscal 2008. Fitch expects Toys' adjusted debt/EBITDAR will continue to improve in fiscal 2010 based on the assumption of 2.5%-3.0% 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. The combination of improving operating results and debt reduction from the net proceeds of the IPO is expected to decrease leverage to below 5.5x. 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. 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 are rated 'BB/RR1'. 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 rated 'B-/RR5'. The senior unsecured notes at TOY-Delaware have poor recovery prospects (less than 10%) and are rated 'CCC/RR6'. The senior unsecured notes at the holding company level are structurally subordinated, and are rated 'CC/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 are rated 'BB/RR1'. 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 rated 'BB-/RR2'. They benefit from being the landlord of 129 locations leased by Toys Delaware. TOYS 'R' US: Moody's Reviews 'B2' Corporate for Upgrade ------------------------------------------------------- Moody's Investors Service placed the ratings of Toys "R" Us, Inc., including the B2 Corporate Family Rating, on review for possible upgrade. The company's SGL-3 Speculative Grade Liquidity Rating was affirmed. This rating action follows Toys' announcement that it was pursuing a possible public stock offering for up to $800 million, with the bulk of the proceeds to be used to retire debt. "This transaction, if completed as contemplated by the company, will materially reduce leverage and proportionately improve interest coverage" stated Moody's Senior Analyst Charlie O'Shea. "This could be sufficient to warrant an upgrade of at least one notch, as well as tangibly improve liquidity. Moody's review will therefore focus on the amount and application of the proceeds from this offering, as well as the company's operating performance during the period," O'Shea added. Ratings placed on review for possible upgrade include: Toys "R" Us, Inc. -- Corporate Family Rating at B2 -- Probability of Default rating at B2 -- Senior unsecured notes at Caa1 Toys "R" Us Delaware, Inc. -- Senior secured term loan due 2012 at B1 -- 8.75% debentures due 2012 at B3 Toys "R" Us Property Company I, LLC -- Senior unsecured notes at B3 Toys "R" Us Property Company II, LLC -- Senior secured notes at Ba2 Rating affirmed: Toys "R" Us, Inc. -- Speculative grade liquidity rating at SGL-3 The last rating action for Toys "R" Us was the November 9, 2009 affirmation of the B2 Corporate Family and Probability of Default Ratings, the affirmation of the SGL-3 speculative grade liquidity rating, the assignment of a Ba2 rating to the $725 million senior secured notes of Toys "R" Us Property Company II, LLC, and the change in outlook to positive from stable. Toys "R" Us, headquartered in Wayne, New Jersey, is the largest specialty retailer of toys, with annual revenues of around $13 billion. It operates stores both in the U.S. and internationally, as well as the Babies "R" Us format. TRIBUNE CO: Proposes Valuation Work for Ernst & Young ----------------------------------------------------- In a second supplemental application, Tribune Co. and its units seek the Court's authority to modify the scope of employment of Ernst & Young LLP to include certain valuation services in connection with the application of fresh start accounting nunc pro tunc to April 19, 2010. Brian Litman, vice president/corporate controller of Tribune Company, relates that assistance with the valuation of their assets for the purposes of fresh start accounting was not among the services that Ernst & Young or the Debtors contemplated under the existing engagement letters and statement of work that were the basis of the Application and the Supplemental Application, nor has it been necessary for the Debtors to retain an outside professional to assist with those services. Specific tasks to be performed by Ernst & Young in connection with the Debtors' valuation of fresh start accounting include, among others: (a) consideration of applicable economic, industry, and competitive environments, including relevant historical and future estimated trends; (b) application of Income, Market and Cost Approaches to v value; (c) preparation of a narrative report summarizing the methodologies employed in the valuation analysis, the assumptions upon which the analysis was based, and Ernst & Young's recommendations; (d) allocation of the business enterprise value of Tribune Company to its reporting units; (e) consideration of applicable economic, industry, and competitive environments in which the Debtors' reporting units operate; (f) analysis and valuation of the Debtors' tangible personal property, including (i) leasehold improvements; (ii) machinery and equipment; (iii) spare parts inventory; (iv) warehouse equipment; (v) vehicles; and (vi) other assets; (g) analysis and valuation of the Debtors' intangible assets, including mastheads, subscriber relationships, advertiser relationships, commercial printing and distribution agreements, network affiliation agreements, MSO agreements, FCC licenses, database technology, and assembled workforce; and (h) reconciliation and componentization of significant tangible personal property to assign fair values to the Debtors' individual assets and to reconcile to the historical tax basis for the individual assets. Ernst & Young estimates that its fees in connection with the Fresh Start Accounting will range from approximately $600,000 to $700,000 in total. The Debtors relate that as a result of their request that Ernst & Young commence the Fresh Start Accounting Valuation Services prior to the finalization of the SOW and the filing of the Second Supplemental Application, Ernst & Young has incurred approximately $35,000 in fees since April 19, 2010. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIDIMENSION ENERGY: Gets $2.15 Million Interim Loan Approved ------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that TriDimension Energy LP was given interim authority by Bankruptcy Judge Stacey G. Jernigan to borrow $2.15 million. The final hearing for approval of a $6.75 million financing will be held on June 22. TriDimension owes $37.5 million to the secured lenders, which also are providing financing for the reorganization. The lenders are owed another $5.6 million on terminated hedges. Amegy Bank NA is agent for the lenders. 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. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). 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. TRONOX INC: Anadarko, Kerr-McGee Try Again to Dismiss Suit ---------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Kerr-McGee Corp. and parent company Anadarko Petroleum Corp. filed a motion again to dismiss parts of a lawsuit brought in May 2009 by Tronox Inc. Tronox alleges in the suit that Kerr-McGee, its former parent, accumulated "massive" environmental and retiree liabilities during 70 years in business. Bloomberg relates that according to the lawsuit, Kerr-McGee, to avoid the debt, transferred "clean" businesses into a new company, leaving behind what would later be known as Tronox. The leftovers were then spun off, so that Kerr-McGee's valuable oil and natural- gas properties wouldn't be liable for environmental claims. After the spinoff, Anadarko acquired Kerr-McGee for $18.4 billion in August 2006. According to Bloomberg, in late March, the bankruptcy judge denied most of a motion by Kerr-McGee and Anadarko for dismissal of the complaint, saying Tronox could proceed with claims for actual fraud and for what is known as a constructive fraud. Although the judge gave Tronox a chance to amend the complaint, he dismissed claims for civil conspiracy and aiding and abetting a fraudulent transfer. Claims for breach of fiduciary duty were also dismissed with leave to replead. Claims for unjust enrichment and punitive damages were dismissed entirely. Now that Tronox has revised the complaint, the defendants filed another motion to dismiss the amended claims, pointing out that the plaintiff made no new factual allegations. In the May 26 dismissal motion, Anadarko and Kerr-McGee say that the same claims have been merely "repackaged." They also argue that the suit wasn't filed within the required three years of the underlying events because the spinoff took place more than three years before the Chapter 11 case was filed. The new dismissal motion will be heard in bankruptcy court in late July at the earliest. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) US ANTIMONY: Posts $84,117 Net Loss in Q1 2010 ---------------------------------------------- United States Antimony Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $84,117 on $1,414,826 of revenue for the three months ended March 31, 2010, compared with a net loss of $239,044 on $795,453 of revenue for the same period of 2009. The Company's balance sheet as of March 31, 2010, showed $4,052,849 in assets, $1,024,246 of liabilities, and $3,028,603 of stockholders' equity. As reported in the Troubled Company Reporter on April 7, 2010, DeCoria, Maichel & Teague, P.S., in Spokane, Wash., 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 of the Company's negative working capital and accumulated deficit. At March 31, 2010, the Company had negative working capital of $315,833 and an accumulated deficit of $21,013,285. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6398 Thompson Falls, Mont.-based United States Antimony Corporation produces and sells antimony and zeolite products. US ANTIMONY: Posts 484,117 Net Loss for March 31 Quarter -------------------------------------------------------- United States Antimony Corporation filed its quarterly report on Form 10-Q, showing $84,117 net loss on $1.0 million revenues for the three month ended March 31, 2010, compared with $239,044 net loss on $474,736 revenues for the same period a year ago. The Company's balance sheet at March 31, 2010, showed $4.0 million in total assets and $1.0 million in total liabilities, for a total stockholders' equity of $3.0 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6398 Thompson Falls, Mont.-based United States Antimony Corporation produces and sells antimony and zeolite products. DeCoria, Maichel & Teague, P.S., in Spokane, Wash., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that of the Company's negative working capital and accumulated deficit. US FIDELIS: Court Allows Committee to Investigate and Sue --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that a bankruptcy judge authorized the Official Committee of Unsecured Creditors in US Fidelis Inc.'s Chapter 11 case to undertake investigations and file lawsuits based on claims belonging to the Debtor. Bloomberg notes that US Fidelis is now under the control of a chief restructuring officer. The Company already sued the brothers who own the Company to recover $101 million that the complaint described as "wrongfully and improperly appropriated." The Company says there are claims against other insiders, as well as third parties, under theories of fraudulent transfer or preference. Some of the claims may be covered by the Company's directors' and officers' liability-insurance policy. About US Fidelis, Inc. Wentzville, Missouri-based US Fidelis, Inc., is a marketer of vehicle service contracts developed by independent and unrelated companies. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902). Robert E. Eggmann, Esq., at Lathrop & Gage, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $74,386,836, and total debts of $25,770,655. UTGR INC: Gets Legislation Need for Plan Confirmation ----------------------------------------------------- Bill Rochelle at Bloomberg News reports that UTGR Inc. can schedule a confirmation hearing for approval of the reorganization plan now that necessary legislation has been adopted. Rhode Island Governor Donald Carcieri signed a bill last week allowing UTGR to halt dog racing and operate 24 hours a day, seven days a week, company spokesman Patti Doyle told Bloomberg News in an e- mail. As reported by the TCR in January 2010, UTGR reached a compromise with unsecured creditors, allowing the bankruptcy judge to approve a disclosure statement explaining the reorganization plan. Instead of 5%, unsecured creditors will receive a 65% recovery. For a recovery estimated at 89%, first-lien creditors owed $415 million will receive all the new stock plus a $300 million secured note. Second-lien creditors, owed $145 million, are to receive half of sale proceeds between $475 million and $575 million if the facility is sold within three years. They are to have 75% of sale proceeds above $575 million. The Plan provided that a condition precedent to it being effective is the passage of certain legislation by the Rhode Island General Assembly to enhance the Debtors' financial viability, including an extension in operating hours at Twin River to 24 hours a day, 7 days a week, and the elimination of the legislative requirement that the Debtors must conduct live dog racing to maintain their VLT license. UTGR Inc. is the operator of the Twin River racetrack-casino in Lincoln, Rhode Island. UTGR filed for Chapter 11 on June 23 (Bankr. D. Rhode Island Case No. 09-12418). The Debtors selected Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as their co-counsel. It also hired Zolfo Cooper LLC as bankruptcy consultants and special financial advisors. Donlin Recano serves as claims and notice agent. In its bankruptcy petition, the Company estimated assets of less than $500 million and debt exceeding $500 million. WASHINGTON MUTUAL: Seeks to Move Plan Hearing to Aug. 2 ------------------------------------------------------- Washington Mutual, Inc. and WMI Investment Corp. seek permission from Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to establish uniform procedures and deadlines concerning objections to the confirmation of the Second Amended Joint Chapter 11 Plan and accompanying disclosure statement and related discovery. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates that with Plan confirmation clearly in sight, various parties have served largely overlapping informal and formal discovery requests among the settling parties composed of the Debtors; the Official Committee of Unsecured Creditors; JPMorgan Chase Bank, N.A.; the Federal Deposit Insurance Corp., in both its corporate capacity and as receiver for Washington Mutual Bank; and certain creditor groups in connection with the Plan and the Global Settlement Agreement embodied in the Plan. Other parties, he notes, consisting of the Official Committee of Equity Security Holders and a purported consortium of Trust Preferred security holders have made requests that are "extremely broad" and "demand irrelevant information far beyond what is needed to evaluate the Plan and the Agreement." "Responding on a piecemeal basis to these multiple, overlapping, and broad requests would result in substantial and unwarranted cost, burden, and delay," says Mr. Collins. Accordingly, it is important to implement a discovery mechanism designed to promote disclosure, expedience, and access to the Court, if necessary, he maintains. To facilitate an orderly and efficient discovery and confirmation process, the Debtors seek to establish and implement exclusive global discovery procedures pursuant to Sections 105(a) of the Bankruptcy Code and Rule 7026 of the Federal Rules of Bankruptcy Procedure concerning: (i) access to pertinent materials relating to the Global Settlement, including non-privileged communications between the parties negotiating the settlement; (ii) access to non-privileged materials actually relied on by the Debtors and their counsel in connection with their analysis of claims and the Global Settlement; (iii) depositions or interviews with individuals who engaged in negotiations regarding the Global Settlement concerning those negotiations, as appropriate; (iv) confidentiality protections and limitations on access to any of the foregoing materials, as is appropriate; and (v) protection against the inadvertent waiver of privileges, attorney work product, and other immunities from disclosure as is necessary to foster access to the pertinent materials without undue delay. Against this backdrop, the Debtors ask Judge Walrath to reschedule the hearing to consider confirmation of the Plan to August 2 to 4, 2010, commencing at 9:30 a.m. "By extending the previously requested date [for the Confirmation Hearing], the Requesting Parties as well as any others which would qualify under the proposed procedures, would have more than sufficient time to address their discovery needs," Mr. Collins avers. Global Discovery Procedures The Debtors intend to publish, on or before June 21, 2010, a Witness List setting forth (i) the names of the witnesses the Debtors anticipate presenting at the Confirmation Hearing; and (ii) the general area for which the testimony of any that witness will be offered. In the event the Debtors determine to supplement the Witness List subsequent to the July 19, 2010 proposed deadline for filing confirmation objections, they will publish a supplement to the Witness List. The Debtors would not be required to present any witness nor precluded from offering witnesses at the Confirmation Hearing that do not appear on the Witness List. For purposes of the Confirmation Hearing, the Debtors may present the testimony of any designated person by direct examination, a proffer of that Person's testimony; use deposition testimony in accordance with Rule 7032 of the Federal Rules of Bankruptcy Procedure; or submit an affidavit of that Person. In the event the Debtors intend to introduce that testimony by the submission of one or more affidavits, those Affidavits will be filed with the Bankruptcy Court and served in accordance with the provisions of the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware no later than two days prior to the Confirmation Hearing. The Affiant should be present at the Confirmation Hearing and be available for cross-examination. Discovery of WaMu & Settling Parties Any eligible party or party-in-interest who files an initial objection to the confirmation of the Plan on or prior to June 21, 2010, will be entitled to seek appropriate discovery of the Settling Parties in connection with the Plan confirmation and the Global Settlement Agreement. The Global Discovery Procedures, however, will not preclude an Eligible Objectant from filing a supplemental objection to confirmation to raise additional objections and provide legal and factual support on or prior to the Objection Deadline. An Eligible Objectant may also supplement an Initial Objection by (i) providing additional legal authorities and argument in support of the Initial Objection, and (ii) including factual bases developed through the course of Discovery. Any party-in-interest who does not file an Initial Objection will not be permitted to seek discovery of the Settling Parties by any method in connection with confirmation of the Plan and the Global Settlement. Nothing in the Procedures, however, should inhibit the rights of any party-in-interest to object to confirmation of the Plan during the period from June 21, 2010 up to and including the Objection Deadline and to attend, but not participate in, depositions taken pursuant to Deposition Notices and prosecute that Objection during the Confirmation Hearing. Document Depository The Debtors intend to establish and staff, on or before June 23, 2010, an electronic document depository. It will include these depository documents: (a) The Settling Parties' relevant non-privileged documents concerning resolution of disputes with the Debtors, including documents concerning issues associated with the Global Settlement; (b) The Debtors' relevant non-privileged documents actually relied on by the Debtors and their counsel in analyzing the various claims and causes of action being compromised and settled and assets referenced in the Plan, including Washington Mutual Bank documents; (c) The Debtors' relevant non-privileged documents concerning the Debtors' investigation of JPMorgan Chase pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure; and (d) The Debtors' relevant non-privileged documents supporting the analysis of The Blackstone Group, as set forth in the Disclosure Statement. The Depository will contain an electronic index of all documents it contains. The Debtors will use their reasonable best efforts to place Depository Documents in the Depository in accordance with certain categories. Any Eligible Objectant who executes an acknowledgement will be provided access to the Depository within one day of execution and delivery. The Debtors and the other Settling Parties will prepare a privilege log of all documents, which will be posted in the Depository on or prior to June 23, 2010. Additional Discovery Any of the Eligible Objectants may serve, on or before June 28, 2010, upon or notice the Debtors or the other Settling Parties only these types of discovery requests in connection with the Confirmation Hearing and the Global Settlement: -- Requests for Production pursuant to Rule 34 of the Federal Rules of Civil Procedure, as incorporated by Rules 7034 and 9014 of the Federal Rules of Bankruptcy Procedure -- Notices for Depositions upon Oral Examination of the persons on the Debtors' Witness List -- Requests for Admissions solely with respect to the authentication of documents intended to be offered as exhibits at the Confirmation Hearing In the event an Eligible Objectant determines a need to depose someone other than a person listed on the Debtors' Witness List, on or before June 28, 2010, the Eligible Objectant will provide the Debtors and the other Settling Parties a list of those Additional Persons and state the relationship of that Person to the Initial Objection it interposed. The Court will conduct a status conference on July 8, 2010, at 10:00 a.m., to determine whether those persons should be deposed. Any Production Request must be served on or before June 28, 2010. The Debtors and other Settling Parties will respond to a Production Request on or before July 6. Subsequently, an Eligible Objectant that receives documents in response to a Production Request may, on or prior to July 19, 2010, supplement the Initial Objection. Designation of Witnesses and Discovery of Eligible Objectants The Procedures will not be construed to limit the rights of the Debtors, the Creditors' Committee, or any other party-in-interest from taking discovery of any Eligible Objectant through the use of (i) a Production Request; (2) a Deposition Notice, or (3) an Admission Request. The Objecting Parties will file, on or before June 21, 2010, a list of witnesses they anticipate to present at the Confirmation Hearing, including the date during the period from June 28, 2010 up to and including July 16, 2010. Discovery Disputes In the event a dispute arises concerning any request for discovery in connection with confirmation of the Plan, the party alleging non-compliance with the request will inform the non- responsive party of that dispute. The Debtors will inform the Court of the existence of any Dispute as soon as possible to resolve or rule upon any of those issues. Pre-Confirmation Hearing Conference The Debtors ask Judge Walrath to conduct a pre-Confirmation Hearing conference on or about July 28, 2010, to discuss motions in limine; the presentation of testimony in support and in opposition to confirmation of the Plan; the number of witnesses to be presented; the estimated time for presentation of witnesses' testimony and the pre-admission of exhibits to be offered at the Confirmation Hearing. A full-text copy of the Proposed Global Confirmation Procedures is available at no charge at: http://bankrupt.com/misc/WaMuProposedConfirmationProcedures.pdf The Debtors further ask the Court to approve the provisions governing Confidential Information or Highly Confidential Information contained in the Proposed Global Confirmation Procedures. A hearing to consider the Debtors' Motion is slated for June 3, 2010. Objections, if any, must be filed by June 2. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: U.S. Trustee Raises Objections to Plan Outline ----------------------------------------------------------------- Roberta A. De Angelis, acting United States Trustee for Region 3, cites "two key problems" with the Debtors' request for the approval of the Disclosure Statement accompanying their Chapter 11 Plan of Reorganization. Soliciting a "consensual" release and prosecuting a non- consensual, third party release are mutually exclusive events, Joseph J. McMahon, Jr., Esq., Trial Attorney at the U.S. Department of Justice at the Office of the U.S. Trustee, contends. "If the consent of parties-in-interest to the release provisions is irrelevant to the Debtors because the third-party release is critical to the Plan's implementation, the Debtors should be left to their 'zero-sum' strategy and should not be permitted to solicit releases from creditors based on the false premise that their choice matters." The "trap door" concept -- if you don't give a release, you lose your distribution -- is unduly coercive and effectively vitiates any proposed consent that may be obtained, Mr. McMahon argues. Furthermore, he notes, the provision probably renders the plan unconfirmable as creditors within voting classes will undoubtedly be unfairly discriminated against depending on whether they gave a release. The U.S. Trustee complains that the Debtors seem to be seeking authority to solicit a "consensual" third-party release that is not consensual. The holders of senior notes issued by Washington Mutual Bank also argue that the Plan is unconfirmable on its face, because it has several features that are contrary to the terms of the Bankruptcy Code and controlling case law. The Bank Bondholders specifically point out that the Plan: (i) provides for inferior treatment of the claims of the Bank Bondholders and other holders of Senior Notes issued by WaMu Bank; (ii) provides for certain favored creditors, certain holders of senior and subordinated notes issued by WaMu to have their legal fees paid in full without any Court review; (iii) has provisions that contemplates "the forced imposition of non-consensual releases on creditors, including the Bank Bondholders, of their claims against numerous non-debtors; and (iv) includes several "death traps" under which creditors, including the Bank Bondholders, will receive distributions only if they vote for the Plan and agree to release their claims against third-party non-debtors. Certain holders of senior and subordinated notes issued by WaMu Bank are "not happy" with either the Plan or the Global Settlement Agreement contained in the Plan. The WMB Noteholders Group says it "does not understand Class 17 of the Plan." The WMB Noteholders cite that even if the Court ultimately decides to confirm the Plan in its present form, a number of inconsistencies and ambiguities in the Disclosure Statement concerning Claim Class 17 need to be resolved or at least explained, so that the Bank Noteholder Group members who are included in Class 17 will have adequate information enabling them to make an informed decision as to whether to accept or reject the Plan. The Plan and Disclosure Statement should also be clarified to provide that the contractual subordination provisions are intended to govern over conflicting Plan provisions, the WMB Noteholders add. A consortium of holders of interests subject to treatment under Class 19 of the Plan, on the other hand, asks the Court to compel the Debtors to modify the Second Amended Disclosure Statement and Plan to provide disclosures regarding, among other things, the amount of discovery conducted in connection with the adversary proceedings in the Chapter 11 cases, current status of asset trusts associated with Trust Preferred Securities, and the value of assets proposed to be transferred to JPMorgan. In a supplemental objection filed with the Court, Broadbill Investment Corp. said that the Second Amended Plan and Disclosure Statement, which purports to prohibit parties that filed timely objections to the Initial Proposed Disclosure Statement from objecting to the Second Proposed Disclosure Statement unless they filed a supplemental objection, is "over the top." Wells Fargo Bank, National Association, maintains that the Disclosure Statement fails to adequately describe the Rights Offering or provide any explanation as to why the Rights Offering is not made available to all PIERS Noteholders. Wells Fargo asserts that to the extent the Debtors determine to proceed with the Rights Offering as currently structured, the Disclosure Statement should be revised to better explain (i) the Rights Offering eligibility requirements; (ii) the rationale for not permitting all PIERS Noteholders to participate in the Rights Offering; (iii) the value of the Rights Offering, if any, that would be ascribed to the recoveries of those parties that participate; and (iv) how that imputed value will affect the recoveries of all PIERS Noteholders, including those who are not permitted to, or choose not to participate in the Rights Offering. Wells Fargo is successor Indenture Trustee under the Indenture dated as of April 30, 2001, between WaMu and The Bank of New York, as initial Trustee, and Successor Guarantee Trustee under that certain Guarantee Agreement, dated as of April 30, 2001, between WaMu as guarantor and BNY as initial guarantee trustee. National Western Life Insurance Company and American National Insurance Company and its affiliates, American National Property and Casualty Company, Farm Family Life Insurance Company, and Family Casualty Insurance Company hold bonds issued by WMB. The Bondholders are collectively referred to as the "Texas Group." In a case pending in the U.S. District Court for the District of Columbia styled American National Insurance Company v. FDIC, the Texas Group alleges that JPMorgan intentionally interfered with their contract rights under the WMB Bonds. In this regard, the Texas Group contends that the Debtors have no ownership right in the Texas Group Litigation, and that the JPMorgan entities and the FDIC are judicially estopped from enforcing any provision of the Global Settlement Agreement that purports to divest the Columbia District Court of jurisdiction over the Texas Group's action. Thus, the Texas Group insists that provisions in the Second Amended Disclosure Statement relating to release, dismissal and bar of its actions "are a nullity, and constitute illusory consideration." The California Department of Toxic Substances Control complains that: -- the Disclosure Statement and Plan are "not clear" about how much of the liability on its proof of claim JPMorgan Chase is assuming; -- the Disclosure Statement fails to fully explain the Plan's definition of "Claim," which is inconsistent from that in the Section 101(5) of the Bankruptcy Code and is "ambiguous;" and -- the Disclosure Statement does not include the BKK Litigation in the list of material litigation. DTSC estimates that the total response costs for the BKK landfill will exceed $600,000,000. The BKK Joint Defense Group joins in the DTSC's Objections. The BKK Group filed Claim No. 2405 in the Debtors' cases for response costs incurred concerning a closed hazardous waste landfill that was created, owned and operated by the corporate predecessors of WaMu and its prepetition affiliates. Nantahala Capital Partners, LP, and Blackwell Partners, L.P., as claimants that own Litigation Tracking Warrants with respect to the Debtors' cases, lament that the Plan is "improperly designed to strip the value of the LTWs from its holders." Nantahala and Blackwell complain that the Debtors, under the Second Amended Disclosure Statement, attempted to provide for a reserve if for Non-Subordinated Bank Bondholder claims, which was not made with respect to the holders of LTWs. Moreover, the Disclosure Statement does not provide the basis or the reason for the retroactive sale of the Plan Contribution Assets pursuant to the Global Settlement Agreement, Nantahala and Blackwell note. Paulson & Co. Inc., a creditor of WaMu, asserts that the Second Amended Plan only addresses some, but not all, of the potential effects of the subordination provisions of junior notes of WaMu. Philipp Schabel, an equity security holder of WaMu, contends that the Disclosure Statement lack information critical to an understanding of Plan, including (i) potential claims against JPMorgan, the Debtors' directors and officers, and the FDIC; and (ii) disclosures regarding the current "ownership" of the Trust Preferred Securities and current status of the Asset trusts underlying the Trust Preferred Securities. More than 100 shareholders also objected to the Disclosure Statement. They note that Debtors have been selling WaMu assets with blatant disregard for the true value of those assets. A hearing to consider approval of the Disclosure Statement has been slated for June 3, 2010. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Senior Noteholders Join Calls for Conversion --------------------------------------------------------------- Holders of senior notes issued by Washington Mutual Bank join in the Washington Mutual Inc. Noteholders Group's motion for the conversion of the Debtors' Chapter 11 cases into a Chapter 7 proceeding. Among the WMB Bank Bondholders are Anchorage Capital Master Offshore, Ltd. and certain of its affiliates; Citigroup Global Markets, Inc.; DE Shaw Laminar Portfolios, L.L.C.; and Longacre Master Fund Ltd. and certain of its affiliates. The Bank Bondholders point out that the so-called "Global Settlement," contemplated in the WaMu Plan has not been fully executed by all interested parties like the subordinated WaMu holders, which include the Appaloosa Parties, the Centerbridge Parties and the Aurelius Parties. Moreover, even if parties to the Global Settlement sign on the pact, it is by no means "global" because the Bank Bondholders -- who have billions of dollars in claims against the WaMu estates -- have certainly not agreed to either the proposed settlement or the Plan, Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, argues. Mr. Cairns also contends that there is "no reorganization benefit" to be lost by converting the case or appointing a trustee to administer the Debtors' estates because 18 months into the case, the Debtors' professionals have been unable to negotiate a deal that all parties with real economic interests can accept. Creditor Responses Chris Stovic, a Washington Mutual creditor, says he supports the Chapter 7 Conversion Motion. He complains that the Exclusivity Periods in the Debtors' cases have been extended several times, but the Bankruptcy Court has failed to protect "individual legal rights," including his rights. Marilyn Howard, another WaMu creditor, objects to any discharge of debt by WaMu under a Chapter 7 proceeding. She expects full payment of her claim against the Debtors. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Equity Committee Wants to Probe Management ------------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, the Official Committee of Equity Security Holders for Washington Mutual Inc. asks Judge Walrath to direct the Debtors to (i) produce documents responsive to its documents requests; and (ii) respond to certain interrogatories on or before June 15, 2010. The Equity Committee specifically seeks: (1) Any analysis of the claims in the cases involving the Debtors and JP Morgan Chase or of the claims at issue in the Rule 2004 examination of JPMorgan that the Debtors conducted pursuant to a June 24, 2009 Court order; (2) Any analysis of claims against any current or former directors or officers of Washing Mutual Inc. or Washington Mutual Bank; (3) Any analysis of any business tort claim against JPMorgan; (4) Any analysis of potential claims against any third- parties, including Goldman Sachs, Bank Santander, and any accounting firm; (5) Summaries of transcripts or interviews with any witnesses conducted in connection with the bankruptcy; (6) Any analysis of any federal or state criminal or civil investigation, including the United States Senate investigation into WaMu; (7) Any cast of characters, hot document set, memos analyzing documents, or other work-product created by the Debtors' counsel related to documents, dates, or people involved in the litigation or the Debtors' investigation; (8) Any expert work product created in conjunction with any of the claims or potential claims against JPMorgan, the Federal Deposit Insurance Corporation, former officers and directors, Goldman Sachs, Bank Santander, or any accounting firm; (9) Any analysis by the Debtors' advisors of any issues relevant to any of the claims against JPMorgan, the FDIC, former officers and directors, Goldman Sachs, Bank Santander, or any accounting firm; and (10) Any analysis of any party's responses to discovery requests. A full-text copy of the Equity Committee's 1st Document Requests on WaMu is available for free at: http://bankrupt.com/misc/WaMu_EQTYCMdocreq_WaMu.pdf Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, reports that despite the Bankruptcy Court's May 5th instruction to the Debtors and the Official Committee of Unsecured Creditors to provide the Equity Committee with open access to information, the Debtors have failed to timely respond to information that underlie the Plan and the proposed Global Settlement under the Plan and in particular, the Debtors' rationale for abandoning the potential multi-billion dollar claims against JPMorgan Chase arising out of the prepetition seizure and sale of Washington Mutual Bank to JPMorgan. Given that the Debtors are seeking confirmation of the Plan in a little over a month, the Equity Committee can no longer await the Debtors' voluntary compliance of its discovery requests, Mr. Taylor says. The Equity Committee insists that it requires, and is entitled to, sufficient time to obtain, review, and analyze the documents produced and to formulate an informed objection to approval of the Plan and the proposed Global Settlement. In a separate filing, the Equity Committee asks Judge Walrath to schedule an expedited hearing on its request for June 3, 2010, and to allow objections to the same request no later than June 2. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). * Bank Failures This Year Now 78 as 5 Banks Shut Friday ------------------------------------------------------- Regulators on Friday shut down five banks -- Sun West Bank, Las Vegas, NV; Bank of Florida - Southwest, Naples, FL; Bank of Florida - Tampa, Tampa, FL; Bank of Florida - Southeast, Fort Lauderdale, FL; Granite Community Bank, NA Granite Bay; and Pinehurst Bank, Saint Paul, MN, -- on May 28, raising the total banks shuttered to 78 this year. The Federal Deposit Insurance Corp. was appointed as receiver for the five closed banks. EverBank, Jacksonville, Florida, acquired the banking operations, including all the deposits, of three Florida-based institutions. To protect depositors, the FDIC entered into a purchase and assumption agreement with EverBank. In accordance with Federal law, allowed claims against failed financial institutions will be paid, after administrative expenses, in this order of priority: 1. Depositors 2. General Unsecured Creditors 3. Subordinated Debt 4. Stockholders 2010 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ---------- -------------- ----------- Sun West Bank $360.7 City National Bank $96.7 Granite Community $102.9 Tri Counties Bank $17.3 Bank of Fla- Southeast $595.3 EverBank $71.4 Bank of Fla- Southwest $559.9 EverBank $91.3 Bank of Fla- Tampa Bay $245.2 EverBank $40.3 Pinehurst Bank $61.2 Coulee Bank $6.0 Southwest Community $96.6 Simmons First Nat'l $29.0 New Liberty Bank $109.1 Bank of Ann Arbor $25.0 Satilla Community Bank $135.7 Ameris Bank $31.3 Midwest Bank & Trust $3,170.0 Firstmerit Bank $216.4 1st Pacific Bank $335.8 City National Bank $87.7 Access Bank $32.0 PrinsBank, Prinsburg $5.5 Towne Bank of Ariz $120.2 Commerce Bank $41.8 The Bank of Bonifay $242.9 First Federal Bank $78.7 Frontier Bank $3,500.0 Union Bank, NA $1,370.0 BC National Banks $67.2 Community First $11.4 Champion Bank $187.3 BankLiberty $52.7 CF Bancorp $1,650.0 First Michigan Bank $615.3 Westernbank PR $11,940.0 Banco Popular de PR $3,310.0 R-G Premier Bank $5,920.0 Scotiabank de PR $1,230.0 Eurobank, SJ, PR $2,560.0 Oriental Bank & Trust $743.9 Lincoln Park Savings $199.9 Northbrook Bank $48.4 Peotone Bank $130.2 First Midwest $31.7 Wheatland Bank $437.2 Wheaton Bank $133.0 New Century Bank $485.6 MB Financial $125.3 Citizens Bank&Trust $77.3 Republic Bank $20.9 Broadway Bank $1,200.0 MB Financial $394.3 Amcore Bank $3,800.0 Harris $220.3 Lakeside Community $53.0 People's United $11.2 Innovative Bank $268.9 Center Bank $37.8 City Bank $1,130.0 Whidbey Island $323.4 Butler Bank $233.2 People's United $22.9 AmericanFirst Bank $90.5 TD Bank, N.A. $10.5 First Federal $393.3 TD Bank, N.A. $6.0 Riverside National $3,420.0 TD Bank, N.A. $491.8 Tamalpais Bank $628.9 Union Bank, N.A. $81.1 Beach First National $585.1 Bank of NC $130.3 McIntosh Commercial $362.9 CharterBank, West Point $123.3 Desert Hills Bank $496.6 New York Community Bank $106.7 Unity National Bank $292.2 Bank of the Ozarks $67.2 Key West Bank $88.0 Centennial Bank $23.1 State Bank of Aurora $28.2 Northern State Bank $4.2 First Lowndes Bank $137.2 First Citizens Bank $38.3 Bank of Hiawassee $377.8 Citizens South Bank $137.7 Appalachian Community $1,010.0 Community & Southern $419.3 Advanta Bank Corp. $1,600.0 - None - $635.6 Century Security $96.5 Bank of Upson $29.9 American National $70.3 National Bank and Trust $17.1 The Park Avenue Bank $520.1 Valley National Bank $50.7 Statewide Bank $243.2 Home Bank, Lafayette $38.1 Old Southern Bank $315.6 Centennial Bank $94.6 LibertyPointe Bank $209.7 Valley National $24.8 Sun American Bank $535.7 First-Citizens Bank $103.8 Waterfield Bank $155.6 {FDIC Created} $51.0 Centennial Bank $215.2 Zions Bank $96.3 Bank of Illinois $211.7 Heartland Bank $53.7 Rainier Pacific Bank $446.2 Umpqua Bank, Roseburg $95.2 Carson River Community $51.1 Heritage Bank of Nevada $7.9 George Washington $412.8 FirstMerit Bank $141.4 La Jolla Bank $3,600.0 OneWest Bank, FSB $882.3 The La Coste Nat'l $53.9 Community National $3.7 Marco Community Bank $119.6 Omaha Bank $38.1 1st American State $18.2 Community Development $3.1 First National Bank $832.6 Community & Southern $260.4 Florida Community $875.5 Premier American Bank $352.6 American Marine Bank $373.2 Columbia State Bank $58.9 Marshall Bank, N.A. $59.9 United Valley Bank $4.1 First Regional Bank $2,180.0 First-Citizens Bank $825.5 Comm. Bank & Trust $1,210.0 SCBT, N.A. $354.5 Charter Bank $1,200.0 Charter, Albuquerque $201.9 Evergreen Bank $488.5 Umpqua Bank, Roseburg $64.2 Columbia River Bank $1,100.0 Columbia State Bank $172.5 Bank of Leeton $20.1 Sunflower Bank $8.1 Premier American Bank $350.9 Bond Street subsidiary $85.0 Town Community $69.6 Bank First American $17.8 St. Stephen State $24.7 First State Bank $7.2 Barnes Banking $827.8 {DINB Created} $271.3 Horizon Bank $1,400.0 Washington Federal $539.1 In 2009, there were 140 failed banks, compared with just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 775 Banks Now in FDIC's Problem List The number of institutions on the Federal Deposit Insurance Corp.'s "Problem List" rose to 775, up from 702 at the end of 2009. In addition, the total assets of "problem" institutions increased during the quarter from $403 billion to $431 billion. These levels are the highest since June 30, 1993, when the number and assets of "problem" institutions totaled 793 and $467 billion, respectively, but the increase in the number of problem banks was the smallest in four quarters. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. They are rated by the FDIC or Office of the Thrift Supervision as either a "4" or "5", based on a scale of 1 to 5 in ascending order of supervisory concern. The Problem List is not divulged to the public. No advance notice is given to the public when a financial institution is closed. The FDIC says that 41 institutions failed during the first quarter. Chairman Bair noted that the vast majority of "problem" institutions do not fail. According to the FDIC, its Deposit Insurance Fund (DIF) balance improved for the first time in two years. The DIF balance -- the net worth of the fund -- increased slightly to negative $20.7 billion, from negative $20.9 billion (unaudited) on December 31, 2009. The fund balance reflects a $40.7 billion contingent loss reserve that has been set aside to cover estimated losses. Just as banks reserve for loan losses, the FDIC has to set aside reserves for anticipated closings. Combining the fund balance with this contingent loss reserve shows total DIF reserves of $20 billion. Total insured deposits increased by 1.3% ($70.0 billion) during the first quarter. The FDIC's liquid resources - cash and marketable securities - remained strong. Liquid resources stood at $63 billion at the end of the first quarter, a decline from $66 billion at year-end 2009. To provide the funds needed to resolve failed institutions in 2010 and beyond without immediately reducing the industry's earnings and capital, the FDIC Board approved a measure on November 12, 2009, that required most insured institutions to prepay approximately three years' worth of deposit insurance premiums - about $46 billion - at the end of 2009. Chairman Bair concluded by stating, "There will be more failures, to be sure. The banking system still has many problems to work through, and we cannot ignore the possibility of more financial market volatility. But the positive signs I've outlined today suggest that the trends continue to move in the right direction." Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 A copy of the FDIC's Quarterly Banking Profile for the quarter ended March 31, 2010, is available for free at: http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf * S&P's 2010 Global Defaults Tally Now at 34 -------------------------------------------- One global corporate issuer defaulted this week, raising the year- to-date 2010 tally to 34, said an article published May 28 by Standard & Poor's, titled "Global Corporate Default Update (May 21 - 27, 2010) (Premium)." By region, the current year-to-date default tallies are 23 in the U.S., two in Europe, three in the emerging markets, and six in the other developed region (Australia, Canada, Japan, and New Zealand). So far this year, distressed exchanges account for 11 defaults, Chapter 11 filings account for 10, missed interest or principal payments are responsible for seven, regulatory directives and receiverships are responsible for one each, and the remaining four defaulted issuers are confidential. Of the global corporate defaulters in 2010, 38% of issues with available recovery ratings had recovery ratings of '6' (indicating our expectation for negligible recovery of 0%-10%), 12% of the issues had recovery ratings of '5' (modest recovery prospects of 10%-30%), 12% had recovery ratings of '4' (average recovery prospects of 30%-50%), and 19% had recovery ratings of '3' (meaningful recovery prospects of 50%-70%). And for the remaining two rating categories, 15% of the issues had recovery ratings of '2' (substantial recovery prospects of 70%-90%) and 4% of issues had recovery ratings of '1' (very high recovery prospects of 90%- 100%). * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- ACCO BRANDS CORP ABD US 1,062.7 240.1 (118.0) AFC ENTERPRISES AFCE US 116.6 (2.7) (18.2) ALEXZA PHARMACEU ALXA US 67.1 24.2 (18.8) ALLIANCE DATA ADS US 7,919.8 3,352.2 (53.6) AMER AXLE & MFG AXL US 1,967.6 (0.3) (545.4) AMR CORP AMR US 25,525.0 (1,407.0) (3,892.0) ARIAD PHARM ARIA US 50.4 (8.2) (110.8) ARRAY BIOPHARMA ARRY US 131.5 21.5 (109.5) ARVINMERITOR INC ARM US 2,769.0 345.0 (877.0) AUTOZONE INC AZO US 5,425.0 (100.6) (421.7) BLUEKNIGHT ENERG BKEP US 303.6 (15.3) (147.2) BOARDWALK REAL E BEI-U CN 2,378.3 - (45.0) BOARDWALK REAL E BOWFF US 2,378.3 - (45.0) CABLEVISION SYS CVC US 7,364.2 54.8 (6,201.5) CARDTRONICS INC CATM US 449.3 (36.6) (2.3) CC MEDIA-A CCMO US 17,400.0 1,279.2 (7,054.8) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,563.5 212.7 (180.6) CHENIERE ENERGY CQP US 1,883.2 37.6 (491.7) CHENIERE ENERGY LNG US 2,736.6 212.8 (468.7) CHOICE HOTELS CHH US 360.6 (6.3) (115.0) CINCINNATI BELL CBB US 2,589.6 (3.3) (634.6) COMMERCIAL VEHIC CVGI US 276.8 105.5 (10.7) CONSUMERS' WATER CWI-U CN 895.2 (5.3) (254.9) CUMULUS MEDIA-A CMLS US 323.1 (32.4) (372.3) DENNY'S CORP DENN US 313.7 (24.7) (119.0) DISH NETWORK-A DISH US 8,689.0 305.1 (1,850.3) DOMINO'S PIZZA DPZ US 427.6 92.8 (1,290.0) DUN & BRADSTREET DNB US 1,699.5 (454.1) (778.3) EASTMAN KODAK EK US 7,178.0 1,588.0 (53.0) EPICEPT CORP EPCT SS 6.3 0.2 (12.7) EXELIXIS INC EXEL US 284.2 (32.7) (199.3) FORD MOTOR CO F US 195,485.0 (7,269.0) (5,437.0) FORD MOTOR CO F BB 195,485.0 (7,269.0) (5,437.0) GENCORP INC GY US 1,018.7 114.6 (268.0) GLG PARTNERS-UTS GLG/U US 403.5 155.5 (285.9) GRAHAM PACKAGING GRM US 2,126.4 187.6 (629.0) GREAT ATLA & PAC GAP US 2,827.2 201.3 (396.4) HALOZYME THERAPE HALO US 65.2 48.9 (3.2) HEALTHSOUTH CORP HLS US 1,716.1 90.6 (474.5) HOVNANIAN ENT-A HOV US 2,100.2 1,222.4 (110.7) IDENIX PHARM IDIX US 61.0 16.8 (20.7) INCYTE CORP INCY US 502.7 332.9 (114.4) INTERMUNE INC ITMN US 190.9 102.8 (21.3) IPCS INC IPCS US 559.2 72.1 (33.0) JAZZ PHARMACEUTI JAZZ US 106.7 (31.2) (69.0) JUST ENERGY INCO JE-U CN 1,387.1 (387.0) (356.5) KNOLOGY INC KNOL US 641.7 30.9 (28.3) LIBBEY INC LBY US 776.9 128.0 (18.3) LIN TV CORP-CL A TVL US 780.6 22.9 (164.2) LINEAR TECH CORP LLTC US 1,615.8 742.7 (50.7) LORILLARD INC LO US 2,902.0 718.0 (37.0) MAGMA DESIGN AUT LAVA US 123.3 (3.4) (7.2) MAGUIRE PROPERTI MPG US 3,517.3 - (830.6) MANNKIND CORP MNKD US 243.3 8.5 (100.9) MEAD JOHNSON MJN US 1,996.7 319.9 (583.7) METALS USA HOLDI MUSA US 655.4 294.1 (43.0) MOODY'S CORP MCO US 2,003.3 (138.9) (534.0) NATIONAL CINEMED NCMI US 620.4 106.9 (462.7) NAVISTAR INTL NAV US 9,126.0 1,277.0 (1,622.0) NEUROGESX INC NGSX US 43.6 28.7 (8.3) NEWCASTLE INVT C NCT US 3,471.2 - (1,117.8) NEXSTAR BROADC-A NXST US 619.8 36.9 (176.3) NPS PHARM INC NPSP US 140.4 95.2 (227.6) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 358.3 (83.5) (501.1) PETROALGAE INC PALG US 7.1 (9.8) (43.8) PRIMEDIA INC PRM US 236.5 (2.2) (103.3) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QWEST COMMUNICAT Q US 19,362.0 (585.0) (1,120.0) REGAL ENTERTAI-A RGC US 2,588.9 (168.9) (260.7) REVLON INC-A REV US 765.8 63.9 (1,027.2) RSC HOLDINGS INC RRR US 2,669.6 (66.1) (9.8) RURAL/METRO CORP RURL US 286.2 38.7 (100.9) SALLY BEAUTY HOL SBH US 1,531.5 366.1 (553.1) SANDRIDGE ENERGY SD US 2,971.7 (33.9) (171.3) SEALY CORP ZZ US 1,011.9 173.1 (92.3) SINCLAIR BROAD-A SBGI US 1,576.6 48.1 (187.8) SOUTHGOBI ENERGY 1878 HK 560.7 388.8 (2.8) SOUTHGOBI ENERGY SGQ CN 560.7 388.8 (2.8) SUN COMMUNITIES SUI US 1,173.3 - (118.3) TALBOTS INC TLB US 825.8 (261.9) (185.6) TAUBMAN CENTERS TCO US 2,572.3 - (494.8) TEAM HEALTH HOLD TMH US 797.4 52.1 (58.6) TENNECO INC TEN US 3,034.0 203.0 (14.0) THERAVANCE THRX US 249.9 196.6 (113.0) UAL CORP UAUA US 19,952.0 (1,019.0) (2,887.0) UNISYS CORP UIS US 2,711.8 320.6 (1,221.7) UNITED RENTALS URI US 3,584.0 30.0 (48.0) US AIRWAYS GROUP LCC US 7,808.0 (445.0) (447.0) VECTOR GROUP LTD VGR US 743.1 231.5 (13.4) VENOCO INC VQ US 799.5 10.6 (127.6) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) WABASH NATIONAL WNC US 249.0 (154.6) (62.4) WARNER MUSIC GRO WMG US 3,752.0 (557.0) (116.0) WEIGHT WATCHERS WTW US 1,093.0 (408.5) (700.1) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 3,957.9 1,177.5 (234.4) ********* 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 ***