/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100622.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 22, 2010, Vol. 14, No. 171 Headlines AFFIRMATIVE INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb- AMBAC FINANCIAL: Shareholders Elect Eight Directors AMBAC FINANCIAL: Enters Into Debt for Equity Exchanges AMERICA'S SUPPLIERS: Stockholders Re-Elect All Five Directors AMERICAN CAPITAL: S&P Keeps 'CC' Counterparty Credit Rating AMERICAN COMMERCIAL: S&P Affirms 'B' Corporate Credit Rating ANADARKO PETROLEUM: Moody's Downgrades Debt Rating to 'Ba1' ANNALY BAY: Hearing on Chapter 11 Case Dismissal Set for July 1 ANNALY BAY: Section 341(a) Meeting of Creditors Today ARVCO CAPITAL: California Wants D. Pasternak to Remain Custodian ARVCO CAPITAL: Section 341(a) Meeting Scheduled for July 19 ARVCO CAPITAL: Taps Belding Harris as Bankruptcy Counsel ARVCO CAPITAL: Wants to Hire Cooley as Co-Counsel ASPEN MAIN: Court Approves August 17 Auction of Real Property BANKERS LIFE: A.M. Best Affirms 'B-' Financial Strength Rating BANKUNITED FINANCIAL: Files Income Tax Return and Refund Claim BEAR ISLAND: Creditors Have Until July 6 to File Proofs of Claim BLOCKBUSTER INC.: 2 Firms Recommend Vote 'For' Director Nominees BULOVA TECH: Gets Interim Access to Park Avenue's Cash Collateral BULOVA TECH: Files Schedules of Assets and Liabilities BUTTRUM GOODYEAR: Court Lifts Hanover's Stay, Dismisses Case CABLEVISION SYSTEMS: Has Agreement to Acquire Bresnan CALIFORNIA COASTAL: Wilmington Trust Opposes Exit Financing CALIFORNIA COASTAL: Gets Court OK for $184 Million Exit Financing CANWEST GLOBAL: Micallef Resigns from Board of Directors CANWEST GLOBAL: Monitor's Report on CMI's CCAA Proceedings CANWEST GLOBAL: Monitor's Report on LP's CCAA Proceedings CAPMARK FINANCIAL: Creditors Question $1.5 Billion Secured Loan CAROLYN BATTLE: Case Summary & 20 Largest Unsecured Creditors CATALYST PAPER: Names Kevin Clarke as President & CEO CENTRAL METAL: Unsec. Creditors Back Chapter 11 Exit Plan CHARLES SADEN: Case Summary & 20 Largest Unsecured Creditors CHARLESTON ASSOCIATES: Files for Chapter 11 in Wilmington CHARLESTON ASSOCIATES: Case Summary & 20 Largest Unsec Creditors CHEMTURA CORP: Board Adopts 2010 Management Incentive Plan CHEMTURA CORP: Has Plan Support Pact With Unsecureds & Bonholders CHEMTURA CORP: Plan Estimates $1.35 Bil. Enterprise Value CHEMTURA CORP: Plan Solicitation Period Extended Until Nov. 17 CHEMTURA CORP: Seeks to Retain UBS Securities as Financial Advisor CHESAPEAKE ENERGY: Redeems 6.375% Senior Notes Due 2015 CIRCUIT CITY: Court Gives Parties More Time to Agree on Plan CIRCUIT CITY: G. McCall Wants $18 Mil. Reserve for 503(b)(9) Claim CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative COLUMBIA LAKE: Moody's Assigns 'Ba2' Rating on $100 Mil. Facility COMFORCE CORP: Shareholders Elect 6 to Board of Directors CONTECH CONSTRUCTION: S&P Puts 'B-' Rating on CreditWatch Negative CONTINENTAL AIRLINES: Expects to End Q2 with $3.5-Bil. Cash CONTINENTAL AIRLINES: Local Governments, et al. Support Merger CONTINENTAL AIRLINES: Testifies, With UAL, Before House Panel C.P.A. INSURANCE: A.M. Best Upgrades FSR to 'B+' DANAOS CORP: Financial Covenant Violations Cue Going Concern Doubt DAVI SKIN: Files for Chapter 11 Protection DAVID MEARS: Creditors Have Until July 10 to File Proofs of Claim DENTON LONE: Disclosure Statement Hearing Set for July 19 DETROIT MEDICAL: Focus Management Reviewing Sale to Vanguard DRAGON PHARMA: To Ask Shareholders in July to OK Merger DYNCORP INTERNATIONAL: Gets Requisite Consents for 2013 Notes ECHELON PROPERTY: A.M. Best Upgrades FSR to 'B+' EMMIS COMMUNICATIONS: LKCM Funds Cut Class A Stake to 4.9% ENERGAS RESOURCES: Posts $77,600 Net Loss for April 30 Quarter EVEREADY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb' EXTENDED STAY: Committee Wants Exclusivity Terminated EXTENDED STAY: Court Affirms Auction Results, Centerbridge Deal EXTENDED STAY: U.S. Bank Has Time to Make Election on $4B Claim ENVIROSOLUTIONS HOLDINGS: Second-Lien Creditors Oppose Plan FAM PROPERTIES: Files for Bankruptcy to Avoid Foreclosure FANITA RANCH: U.S. Trustee Forms 3-Member Creditors Committee FIBREK INC: S&P Raises Corporate Credit Rating to 'B-' FIRST AMERICAN: A.M. Best Withdraws 'bb' Debt Ratings FREESCALE SEMICONDUCTOR: Cancels Registration of Stock Units FREMONT GENERAL: Inks Subscription Pacts With Signature Investors FUNDAMENTAL PROVISIONS: Court OKs Sale of Property for $921,000 GARLOCK SEALING: Official Asbestos PI Claimants Panel Formed GARLOCK SEALING: Official Creditors Committee Formed GEOKINETICS HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-' GOLDSPRING INC.: Has Deal for Debt Financing Hike to $5.6-Mil. GROUP 1 AUTOMOTIVE: S&P Keeps 'B+' Rating; Outlook Now Positive GUN LAKE: Moody's Assigns 'B3' Corporate Family Rating HAWKEYE RENEWABLES: Successfully Emerges From Bankruptcy HINGHAM GROUP: AM Best Places 'bb' Issuer Rating Under Review HOWARD RIFAS: Section 341(a) Meeting Scheduled for July 1 HOWARD RIFAS: Files List of Seven Largest Unsecured Creditors IG MERGER: Moody's Assigns 'B2' Corporate Family Rating IGLOO MERGER: Moody's Assigns 'B2' Corporate Family Rating INSIGHT GLOBAL: S&P Assigns 'B' Corporate Credit Rating INTRAWEST ULC: Explores Sale of Whistler Ski Resort IRVINE SENSORS: Issues Over 5% Outstanding Shares of Common Stock JACK-IN-THE-BOX INC: Moody's Puts 'Ba3' Rating on $400 Mil. Loan JACK-IN-THE-BOX INC: S&P Affirms 'BB-' Corporate Credit Rating JAN KIRSTEN: Case Summary & 20 Largest Unsecured Creditors JDA SOFTWARE: Lawsuit Verdict Won't Affect Moody's 'B1' Rating KANSAS CITY SOUTHERN: Moody's Affirms 'B1' Corporate Family Rating KEYLIME COVE: Emerges From Chapter 11 Bankruptcy Protection KIK CUSTOM: S&P Gives Stable Outlook; Affirms 'CCC+' Rating KL ENERGY: Posts $1.5 Million Net Loss for Q1 2010 KODAK: Fitch Upgrades Senior Unsecured Notes to 'B+/RR2' LEHMAN BROTHERS: Judge Denies SunCal Bid to Block Fenway Deal MARKET STREET: Eisenberg Investments DIP Loan Gets Final OK METRO-GOLDWYN-MAYER: Spyglass Is Lead Contender to Run Studio MILLENNIUM MULTIPLE: Files Schedules of Assets & Liabilities MILLENIUM MULTIPLE: Taps Mock Schwabe as Bankruptcy Counsel MILLENIUM MULTIPLE: Wants to Hire Kurtzman Carson as Notice Agent MINDEN GATEWAY: Sells Assets Back to Calif. National for $2.15MM MPG TERRAPIN: Chapter 11 Filing Done in Bad Faith, Judge Rules MORGUARD REAL ESTATE: DBRS Confirms Issuer Rating at 'BB' NELNET INC: Moody's Affirms Issuer Rating at 'Ba1' NORTH CAROLINA MUTUAL: AM Best Affirms 'C+' FSR OPTI CANADA: Board to Continue to Explore Strategic Alternative PAT JAMES: Files for Chapter 11 Bankruptcy Protection PEABODY ENERGY: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan PEABODY ENERGY: S&P Affirms Corporate Credit Rating at 'BB+' PEEK'N PEAK: Owes $1.2 Million in Property Taxes PHISH HOUSE: Case Summary & Largest Unsecured Creditor PINE MOUNTAIN: Files Schedules of Assets and Liabilities PINE MOUNTAIN: Files List of 20 Largest Unsecured Creditors PRIME STAR: Posts $298,800 Net Loss for First Quarter RAFAELLA APPAREL: Inks Equity Incentive Award Agreements REALOGY CORP: S&P Gives Developing Outlook; Affirms 'CC' Rating REMEDIAL CYPRUS: Says Yantai Raffles Slowing Sale of Vessels RIM DEVELOPMENT: Proposes to Pay Claims from Property Sales ROBERT GILBERT: Files Schedules of Assets and Liabilities RYLAND GROUP: Files Annual Report on Savings Opportunity Plan SANMINA: Fitch Upgrades Senior Unsecured Notes to 'BB/RR1' SEQUENOM INC: Board Adds CFO Paul Maier to Benefit Plan SMART ONLINE: Atlas Capital Holds 40% of Common Stock SMURFIT-STONE CONTAINER: Court Confirms Plan of Reorganization SOJAC I: Files for Chapter 11 Bankruptcy Protection SONIC AUTOMOTIVE: S&P Gives Positive Outlook; Keeps 'B+' Rating STATION CASINOS: Files First Amended Plan & Disclosure Statement STATION CASINOS: Proposes to Reject Option Agreement With UAIC STATION CASINOS: Parties Object to Stay of Auction SUMMER REGIONAL: Can Sell Assets to LifePoint for $145 Million TARRAGON CORP: Court Approves Amended Reorganization Plan TEXAS RANGERS: Unsecureds Now to Recover 100% Plus Interest TLC VISION: Medical Management Appeals Confirmation Order TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt TOP SHIPS: Reports $884,000 Net Income in Q1 Ended March 31 TRICO MARINE: Inks Support Agreement & Commitment Letter TRICO MARINE: S&P Downgrades Corporate Credit Rating to 'D' TRONOX INC: To Extend DIP Financing Until September 24 TRUE NORTH: Posts $3.6 Million Net Loss for Q1 2010 UAL CORP: Local Governments, et al., Support Merger UAL CORP: Testifies, With Continental, Before House Panel VISTEON CORP: Receives Approval of Plan Financing WASHINGTON MUTUAL: Stockholders' Meeting Dispute Resent to Del. WOLF CREEK: Section 341(a) Meeting Scheduled for July 8 WOLF CREEK: Taps Miller Guymon as Bankruptcy Counsel WOLF CREEK: Wants Jeffrey Heilbrun as Chief Restructuring Officer W.R. GRACE: Has Deal on Munich Re Insurance Coverage Disputes W.R. GRACE: Court Approves December 31 Quarter Fee Applications W.R. GRACE: Names D. Van Inwegen as Construction Products CFO W.R. GRACE: Names A. Nielsen as Operating Segment Chief Counsel ZACHARY MILLER: Case Summary & 20 Largest Unsecured Creditors * Bank Failures This Year Now 83 as Nevada Bank Shut Friday * S&P List of Global Corporate Defaults Total 39 So Far in 2010 * Merisant Worldwide Wins Corporate Turnaround of the Year Award * Large Companies with Insolvent Balance Sheets ********* AFFIRMATIVE INSURANCE: A.M. Best Cuts Issuer Credit Rating to bb- ----------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating (FSR) to B- (Fair) from B (Fair) and issuer credit ratings (ICR) to "bb-" from "bb+" of Affirmative Insurance Group (the group) and its members. A.M. Best also has downgraded the ICR to "ccc+" from "b" of the parent company, Affirmative Insurance Holdings, Inc. (Affirmative) (headquartered in Addison, TX) [NASDAQ: AFFM]. The outlook for all ratings has been revised to negative from stable. The downgrades are based on the group's weakened capital position and recent unfavorable underwriting results. The group's underwriting performance in recent years has been severely impacted by increased losses mainly from adverse reserve development on prior accident years from its Florida operations. In response, the group entered into a sale/leaseback transaction in May 2010 to improve its surplus position by approximately $28 million and began to issue notices of non-renewal to insured customers in Florida. Through first quarter 2010, although slightly improved over the prior year, the group's loss and loss adjustment expenses were adversely impacted by the recent change in business mix due to growth in Texas and Michigan, which operate at higher loss ratios than core business. The ratings also consider the elevated tangible financial leverage of Affirmative. Although non-regulated insurance subsidiaries generate adequate cash flow to service debt obligations, there is potential pressure on the parent's insurance subsidiaries to provide dividends for debt servicing or other holding company obligations. However, the group currently cannot pay any dividends without prior regulatory approval due to a negative unassigned surplus position. The negative outlook reflects the potential for continued deterioration in the group's capital position based on its current business plan and the ongoing challenges of the highly competitive non-standard personal automobile market. A.M. Best acknowledges that management has taken steps to improve profitability as reflected by Affirmative's recent withdrawal from the Florida market, along with other expense savings initiatives. However, the ratings remain under pressure pending sustained improvement of the group's earnings and risk-adjusted capitalization. The FSR has been downgraded to B- (Fair) from B (Fair) and the ICRs to "bb-" from "bb+" for Affirmative Insurance Group and its following members: -- Affirmative Insurance Company -- Insura Property and Casualty Insurance Company, Inc. -- Affirmative Insurance Company of MI -- USAgencies Casualty Insurance Company, Inc. AMBAC FINANCIAL: Shareholders Elect Eight Directors --------------------------------------------------- Ambac Financial Group Inc. reported that directors were elected by shareholders to serve on the board of directors: * Michael A. Callen * Jill M. Considine * Paul DeRosa * Philip Duff * Thomas C. Theobald * Laura S. Unger * Henry D. G. Wallace * David W. Wallis In addition, at the annual meeting of shareholders, the equity holders approved: -- an amendment to the company's charter to effect a reverse stock split. -- the tax benefit preservation plan. -- the appointment of KPMG LLP, as independent auditors of the Company and its subsidiaries for 2010. About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. The Company's balance sheet as of December 31, 2009, showed $18.886 billion in assets and $20.520 billion in debts, resulting in a stockholders' deficit of $1.634 billion. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the significant deterioration of the guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted that of the Company's limited liquidity. AMBAC FINANCIAL: Enters Into Debt for Equity Exchanges ------------------------------------------------------ Ambac Financial Group Inc. entered into a series of debt for equity exchanges with certain holders of the Company's 9 3/8% debentures, due August 2011, pursuant to separate agreements. Pursuant to these agreements, the Company: i) has issued an aggregate of 4,810,355 shares of its common stock in exchange for $8.112 million in aggregate principal amount of the debentures and ii) has agreed to issue 225,713 additional shares of its common stock in exchange for an additional $388,000 in aggregate principal amount of the debentures. The exchanges are exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly in connection with the exchanges. Following the consummation of the exchange offers described above, the Company will have 293,420,336 shares of common stock outstanding. About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. The Company's balance sheet as of December 31, 2009, showed $18.886 billion in assets and $20.520 billion in debts, resulting in a stockholders' deficit of $1.634 billion. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the significant deterioration of the guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted that of the Company's limited liquidity. AMERICA'S SUPPLIERS: Stockholders Re-Elect All Five Directors ------------------------------------------------------------- America's Suppliers Inc. held its Annual Meeting of Stockholders on June 16, 2010. The Company's stockholders re-elected all five directors nominated by the Board of Directors: * Peter Engel * Christopher Baker * Lawrence Schafran * Vincent Pino * Justiniano Gomes In addition, stockholders ratified the appointment of Malone & Bailey, LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2010. About America's Suppliers 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 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. AMERICAN CAPITAL: S&P Keeps 'CC' Counterparty Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it is keeping its 'CC' counterparty credit and senior unsecured debt ratings on American Capital Ltd. on CreditWatch with negative implications, where they were placed on May 7, 2010. "S&P decided to keep the ratings on ACAS on CreditWatch negative following the company's announcement on June 15 that it made certain amendments to its offer to exchange its outstanding unsecured public and private notes," said Standard & Poor's credit analyst Sebnem Caglayan. Under the amended terms, the private noteholders and public bondholders, and lenders of the company's credit facility, may now choose whether to receive consideration all in cash or all in the previously offered secured amortizing notes, rather than choosing cash or amortizing notes and there being a possibility of receiving a combination of cash and amortizing notes. Also, as it announced on June 9, 2010, the company is now offering nonamortizing secured new notes (call-protected secured notes) to its public bondholders only, rather than the previously announced amortizing secured notes, if public bondholders choose securities over cash. As of June 15, ACAS had cash and marketable securities of approximately $1.4 billion. Accordingly, under a scenario in which all of the $2.35 billion outstanding unsecured debtholders elect the all-cash option, ACAS may face a liquidity crunch and could have difficulty securing the financing required to make the necessary $2.35 billion cash payment. Under a scenario in which any debtholder elects to receive the previously offered secured notes -- whether amortizing, or nonamortizing in the case of public bondholders -- the newly issued secured notes will extend the maturity of certain of the firm's original debt obligations, which would continue to constitute a distressed debt exchange offer under S&P's published criteria. The CreditWatch negative action reflects S&P's expectation that S&P will lower the counterparty credit rating to 'SD' and the affected debt ratings to 'D' on ACAS upon completion of the exchange offer. If ACAS is unable to complete the out-of-court restructuring and has to resort to a prepackaged in-court restructuring or other form of bankruptcy filing or restructuring, and if this causes it to interrupt its payment of debt service, S&P would lower the counterparty rating on ACAS to 'D'. In the longer term, once the company completes its exchange offer or other restructuring actions, if any, S&P will reassess ACAS' credit profile. AMERICAN COMMERCIAL: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Jeffersonville, Ind.-based American Commercial Lines Inc. The outlook is negative. At the same time, S&P affirmed the 'B+' rating on the company's $200 million senior secured second-lien notes, one notch above the corporate credit rating. The '2' recovery rating on that debt is unchanged, indicating S&P's expectations that lenders would receive a substantial (70% to 90%) recovery in a payment default scenario. As of March 31, 2010, ACL had about $490 million of lease-adjusted debt. The ratings on ACL reflect its highly leveraged financial profile and participation in the highly competitive and capital-intensive barge shipping industry. The ratings also reflect ACL's exposure to various demand swings due to economic changes, seasonally fluctuating export volumes, and vulnerability to weather-related disruptions to operations. Positive credit factors include the company's substantial market position in the U.S. domestic inland barge dry cargo industry, with some diversification from its liquid barge transportation and manufacturing segments, and competitive barriers to entry under the Jones Act. The Jones Act requires that U.S.-built vessels that are registered in the U.S., with crews consisting of U.S. citizens, carry shipments between U.S. ports. These requirements prevent direct competition from foreign-flagged vessels. ACL operates a fleet of Jones Act- qualified vessels. "The negative outlook reflects S&P's expectation that earnings and cash flow could remain under pressure due to the still weak, albeit improving, economic outlook and its view that reduced demand for new barges could, in the near term, materially affect the company's barge manufacturing segment," said Standard & Poor's credit analyst Funmi Afonja. If economic pressures or weather- related disruptions to operations caused earnings to decline, resulting in funds from operations to total debt to fall to around 10%, S&P could lower the ratings. "Assuming continued gradual economic recovery caused funds from operations to debt to move into the high-teens percentage area, S&P could revise the outlook to stable, which S&P views as a more likely scenario," she continued. ANADARKO PETROLEUM: Moody's Downgrades Debt Rating to 'Ba1' ----------------------------------------------------------- Moody's Investors Service downgraded Anadarko Petroleum Corporation's and its guaranteed subsidiaries' long-term debt rating to Ba1 from Baa3 and placed the long-term ratings under review for further possible downgrade. Moody's also assigned a Ba1 Corporate Family Rating. Moody's action reflects the considerable uncertainty around Anadarko's potential 25% share of the cleanup costs and the associated financial liabilities and fines stemming from the April 20 Deepwater Horizon rig explosion and subsequent oil spill in the Gulf of Mexico. Moody's expects the consequences of the spill will negatively impact Anadarko's credit profile over the medium term, reflecting BP's continued inability to stop the leak, the increasing revisions in the magnitude of the spill, and mounting claims. Moody's anticipates Anadarko, as BP's partner in the well, will meet its responsibilities through some allocation of some portion of the liability from the accident. Moody's believes the ongoing uncontrolled flow from the well will result in higher containment and clean-up costs than initially expected, as well as potential further increases in litigation costs and fines in view of the widespread damage caused to the economies of the coastal regions affected by the oil spill. The review for downgrade reflects the considerable uncertainty relating to the size of future financial liabilities facing Anadarko. At this time it is not known how much of the continuing accruing costs will be offset by contractual rights or will have to be met by the company, and to what extent this will impact its financial and liquidity profiles. Anadarko's financial position has recently benefited from robust operating results and cash flow generation, which provides some cushion against the potential financial impact of the incident; albeit management may have to take additional actions to ensure the company has adequate flexibility. Anadarko holds insurance to cover the first $178 million of its share of clean-up costs and another $1.6 billion is available from the Federal Oil Spill Liability Trust Fund. Additionally, the company has approximately $3.5 billion of cash on hand, $1.3 billion of available revolving credit, and no debt due through the rest of 2010. Over the next two years, debt due totals $707 million in 2011, and $170 million in 2012. In addition, the company has other levers which it could use, including re-allocating capital spending, selling assets, delaying other spending, and the farm-out of assets, as necessary. To date in 2010 Anadarko has experienced robust growth from production. While the US Government-mandated moratorium on deepwater drilling is likely to affect the company's near-term capital plans, near-term production growth should not be affected as it can potentially shift exploration and development plans to other parts of the world for the next two-to-three year horizon. The last rating action on Anadarko was June 4, 2010, at which time Moody's changed the company's outlook to negative from stable. Anadarko Petroleum Corporation, a large independent exploration and production company, is headquartered in The Woodlands, Texas. ANNALY BAY: Hearing on Chapter 11 Case Dismissal Set for July 1 --------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of the Virgin Islands will consider the dismissal of the Chapter 11 cases of Annaly Bay Development, LLC, and Annaly Bay Corporation at a hearing on July 1, 2010, at 10:00 a.m. The hearing will be held at Almeric L. Christian Federal Building, & Courthouse, 3013 Est. Golden Rock, St. Croix, Virgin Islands. Creditor DelrayLand Inc. sought for the dismissal of the Debtors' cases because it was filed in bad faith. The creditor also asked the Court to prohibit the Debtors from filing another case under any chapter of the Bankruptcy Code for a period of six months. Glendale, California-based Annaly Bay Corporation and Annaly Bay Development, LLC, filed for Chapter 11 on April 11, 2010 (Bankr. D. VI Case No. 10-10003 and 10-10002). Benjamin A. Currence P.C. assists the Debtors in their restructuring efforts. In their petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. ANNALY BAY: Section 341(a) Meeting of Creditors Today ----------------------------------------------------- The U.S. Trustee for Region 21 has rescheduled to June 22, 2010, at 2:00 p.m., the meeting of creditors in the Chapter 11 cases of Annaly Bay Development, LLC, and Annaly Bay Corporation. The meeting will be held at the Almeric L. Christian Federal Building & Courthouse, 3013 Golden Rock, St. Croix, Virgin Islands. The meeting was originally scheduled on June 15. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Glendale, California-based Annaly Bay Corporation and Annaly Bay Development, LLC, filed for Chapter 11 on April 11, 2010 (Bankr. D. VI Case No. 10-10003 and 10-10002). Benjamin A. Currence P.C. assists the Debtors in their restructuring efforts. In their petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. ARVCO CAPITAL: California Wants D. Pasternak to Remain Custodian ---------------------------------------------------------------- The People of the State of California has asked U.S. Bankruptcy Court for the District of Nevada to maintain David J. Pasternak as custodian for ARVCO Capital Research, LLC, or in the alternative, for the appointment of a Chapter 11 trustee for the Debtor. On May 5, 2010, upon the People's application, the Superior Court of the State of California, Los Angeles County, signed a Temporary Restraining Order, Order Appointing Receiver and Order to Show Cause Re Preliminary Injunction. In the Order, the court appointed David J. Pasternak as receiver over property owned by or in the possession of defendants Alfred R. Villalobos and the Debtor, including, 16 parcels of real property, funds maintained in 21 deposit accounts at certain financial institutions and in safe deposit boxes, artwork, and vehicles in the possession of or owned by Mr. Villalobos. The court ordered Mr. Pasternak to "care for, preserve, operate, and maintain the real properties, artwork, and vehicles." The Order also required Mr. Villalobos to turn over possession of the real properties, artwork, vehicles, and all accounts and funds and enjoined Mr. Villalobos and his co- defendant Federico R. Buenrostro Jr. from committing or permitting any waste on any of the real and personal property and the funds and accounts. On May 28, 2010, the Superior Court granted the People's application for a preliminary injunction and confirmed the receivership. Stateline, Nevada-based ARVCO Capital Research, LLC, together with its affiliates, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No. 10-52249). Stephen R. Harris, Esq., at Belding, Harris & Patroni, Ltd., assists the Company in its restructuring effort. The Company listed $10,000,001 $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. ARVCO CAPITAL: Section 341(a) Meeting Scheduled for July 19 ----------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of ARVCO Capital Research, LLC's creditors on July 19, 2010, at 2:00 p.m. The meeting will be held at 300 Booth Street, Room 3024, Reno, NV 89509. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Stateline, Nevada-based ARVCO Capital Research, LLC, together with its affiliates, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No. 10-52249). Stephen R. Harris, Esq., at Belding, Harris & Patroni, Ltd., assists the Company in its restructuring effort. The Company listed $10,000,001 $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. ARVCO CAPITAL: Taps Belding Harris as Bankruptcy Counsel -------------------------------------------------------- ARVCO Capital Research, LLC, has asked for authorization from the U.S. Bankruptcy Court for the District of Nevada to employ Belding, Harris & Petroni, Ltd., as bankruptcy counsel. Belding Harris will, among other things: a. examine the preparation of records and reports; b. prepare applications and proposed orders to be submitted to the Court; c. examine proofs of claim anticipated to be filed herein and the possible prosecution of objections to certain of the claims; and d. advise and prepare a plan of reorganization, disclosure statement, and related documents, and confirmation of the plan. Belding Harris will be paid based on the hourly rates of its personnel: Stephen R. Harris $425 Chris D. Nichols $400 Gloria M. Petroni $375 Paraprofessional $225 Stephen R. Harris, a member at Belding Harris, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Stateline, Nevada-based ARVCO Capital Research, LLC, together with its affiliates, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No. 10-52249). Stephen R. Harris, Esq., at Belding, Harris & Patroni, Ltd., assists the Company in its restructuring effort. The Company listed $10,000,001 $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. ARVCO CAPITAL: Wants to Hire Cooley as Co-Counsel ------------------------------------------------- ARVCO Capital Research, LLC, has sought permission from the U.S. Bankruptcy Court for the District of Nevada to employ Cooley LLP as co-counsel. The Debtor says that due to its complex financial matters, it has retained Cooley as co-counsel to: a. represent the Debtor in its Chapter 11 proceeding, as well as to represent the Debtor and three other related debtors for which joint administration will be sought; and b. represent the Debtor in connection with issues arising in certain litigation entitled The People of the State of California vs. Alfred J.R. Villalobos, Arvco Capital Research, LLC, Federico R. Buenrostro Jr., Case No. SC107850, in the Superior Court of the State of California, County of Los Angeles, West District. Cooley will be paid based on the hourly rates of its personnel: Lawrence C. Gottlieb $910 Richelle Kalnit $500 Members & Professional Staff $105-$1,050 Lawrence C. Gottlieb, a member at Cooley, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Stateline, Nevada-based ARVCO Capital Research, LLC, together with its affiliates, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No. 10-52249). Stephen R. Harris, Esq., at Belding, Harris & Patroni, Ltd., assists the Company in its restructuring effort. The Company listed $10,000,001 $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. ASPEN MAIN: Court Approves August 17 Auction of Real Property ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Aspen Main Street Properties, L.P., to auction its real property located at 625 East Main Street, Aspen, Colorado, and certain personal property related thereto. The Debtors will conduct the auction for the assets beginning at 1:00 p.m. prevailing Mountain Time on August 17, 2010, at St. Regis Hotel, 315 East Dean Street, Aspen, Colorado. Interested parties with questions about the bid procedures or the qualification process may contact the Debtors broker: Jim MacDonnell Sheldon Good & Company Tel: (303) 740-6050 E-mail: jmacdonnell@sheldongood.com The Court will consider the sale of the assets to the winning bidder at a hearing on August 20 at 9:00 a.m. The closing date of the sale will be September 1. The winning bidder may extend the closing by fourteen calendar days by placing an additional earnest money deposit equal to 10% of the total purchase price in escrow. In the event of a closing with a successful bidder other than a credit bid, a referral fee of 1% of the high bid price will be paid by the Debtor's broker out of its commission to the real estate broker, acting as a buyer's agent whose client pays for and closes on the property. About Aspen Main Street Partners Dallas, Texas-based Aspen Main Street Partners, L.P., filed for Chapter 11 bankruptcy protection on March 15, 2010 (Bankr. N.D. Texas Case No. 10-31829). Joyce W. Lindauer, Esq., who has an office in Dallas, Texas, assists the Company in its restructuring effort. The Company estimated its assets and liabilities at $10,000,001 to $50,000,000. BANKERS LIFE: A.M. Best Affirms 'B-' Financial Strength Rating -------------------------------------------------------------- A.M. Best Co. has assigned a financial strength rating (FSR) of B+ (Good) and issuer credit rating (ICR) of "bbb-" to Bankers Specialty Insurance Company (BSIC) (Metairie, LA), a member of Bankers Insurance Group (Bankers). Concurrently, A.M. Best has affirmed the FSR of B+ (Good) and ICRs of "bbb-" of Bankers and its other property/casualty members. The outlook for all ratings is stable. All companies are domiciled in St. Petersburg, FL, unless otherwise specified. (See below for a detailed list of the companies and ratings.) In addition, A.M. Best has revised the outlook to stable from negative and affirmed the FSR of B- (Fair) and ICR of "bb-" of the group's separately rated life/health affiliate, Bankers Life Insurance Company (Bankers Life) (St. Petersburg, FL). The ratings of BSIC recognize its supportive risk-adjusted capital position, as well as it being a strategic entity within Bankers as a writer of homeowners' policies in the Louisiana marketplace. In addition, BSIC benefits from operational infrastructure and financial support provided by Bankers. The company also generates fee income from claims handling and policy processing services. The ratings also reflect inter-company agreements with its parent company regarding reinsurance coverage. The ratings of Bankers reflect its favorable risk-adjusted capitalization and expertise in the homeowners and small commercial niches and underwriting enhancements. In addition, the group continues to maintain prudent catastrophe reinsurance programs. These positive rating factors are somewhat offset by historical variability in underwriting performance, aggressive premium growth, elevated underwriting expense ratios and susceptibility to frequent and severe weather-related events due to Bankers' exposure in the Florida and Louisiana marketplaces. The ratings of Bankers Life recognize its strengthened capital level due to the capital contribution of the parent company, although the company's risk-adjusted capitalization remains weak. Partially offsetting these factors is the improvement in earnings performance in the annuity product line due to a combination of good surrender charge protection and controlled new business production. The FSR of B+ (Good) and ICRs of "bbb-" have been assigned to Bankers Specialty Insurance Company, a property/casualty member of Bankers Insurance Group. The FSR of B+ (Good) and ICRs of "bbb-" have been affirmed for Bankers Insurance Group and its following property/casualty members: -- Bankers Insurance Company -- First Community Insurance Company The FSR of B- (Fair) and ICR of "bb-" have been affirmed for Bankers Life Insurance Company. BANKUNITED FINANCIAL: Files Income Tax Return and Refund Claim -------------------------------------------------------------- In a regulatory filing Friday, BankUnited Financial Corp. discloses that on June 14, 2010, the Company, together with its subsidiaries, filed its consolidated federal income tax return for the year ended September 30, 2009, with the Internal Revenue Service. The Tax Return reported, among other things, a net operating loss in the amount of $3,752,688,436 for the year ended September 30, 2009. The Company says that the Tax Return has neither been reviewed nor accepted by the IRS as of June 18, 2010. In addition, the Company discloses that the Federal Deposit Insurance Corporation, in its capacity as receiver for BankUnited, FSB, the Company's wholly- owned former banking subsidiary, filed a motion on May 25, 2010, in the United States Bankruptcy Court for the Southern District of Florida seeking permission to file a competing consolidated tax return on behalf of the Company and its subsidiaries for the year ended September 30, 2009. If the FDIC's Motion is granted, and the FDIC follows certain Treasury guidelines and files a competing consolidated tax return for the period then ended, the IRS could accept the FDIC's tax return, accept the Company's Tax Return, adjust the Company's Tax Return to take into account information provided by the FDIC, or adjust the FDIC's tax return to take into account information provided by the Company. Further, the Company and the FDIC are currently engaged in litigation with respect to the ownership of certain tax refunds and other tax attributes. In conjunction with the filing of the Tax Return, on June 17, 2010, the Company filed with the IRS an application for tentative refund through which it elected to carry back to previous years $129,209,049 (the "NOL Carryback") thus claiming a refund of $42,552,226 for taxes paid in fiscal years 2003, 2005, and 2006. If the Tax Return is accepted by the IRS as filed, then after application of the NOL Carryback, the Company will be left with a remaining net operating loss of $3,623,479,387 for the year ended September 30, 2009. The Company proposes to explore the ability to carry the remaining net operating loss forward to future years as the basis for a Chapter 11 plan transaction that, if confirmed and consummated, could generate significant additional value for the Company's bankruptcy estate and creditors. The Company is also considering and evaluating other alternatives to maximize the value of its tax attributes, which could require amending the Tax Return. 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. BEAR ISLAND: Creditors Have Until July 6 to File Proofs of Claim ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia has established July 6, 2010, at 5:00 p.m. prevailing Eastern Time, as the last day for any individual or entity to file proofs of claim against Bear Island Paper Company, L.L.C. The Court also set August 23 at 5:00 p.m. ET as the governmental bar date. About White Birch and Bear Island White Birch Paper Company is the second-largest newsprint producer in North America. As of December 31, 2009, the WB Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Additionally, for the 12 months ended December 31, 2009, the WB Group maintained an annual production capacity of roughly 1.3 million metric tons of newsprint and directory paper, up to 50% of which consists of recycled content, and achieved net sales of roughly $667 million. Bear Island is the U.S. subsidiary of White Birch. Bear Island filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Virginia on February 24, 2010. White Birch filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia; and Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to White Birch, as Foreign Representative. Kirkland & Ellis and Troutman Sanders also serve as Chapter 11 counsel to Bear Island. AlixPartnes LLP serves as financial/restructuring advisor to Bear Island, and Lazard Freres & Co., serves as investment banker. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. BLOCKBUSTER INC.: 2 Firms Recommend Vote 'For' Director Nominees ---------------------------------------------------------------- Blockbuster Inc. welcomed the recommendation from two additional prominent independent proxy advisory firms -- Proxy Governance, Inc. and Egan-Jones Proxy Services -- that stockholders vote for the Company's slate of director nominees on the WHITE proxy card for the 2010 annual stockholders' meeting to be held on Thursday, June 24, 2010. Both firms also recommended that stockholders vote "For" each of the Company's other proposals. In its analysis, Proxy Governance stated: "Meyer's strengths are less relevant to the company's needs at this time. In comparison, the company and shareholders are more likely to benefit from Fernandes' experience on corporate boards and publicly traded companies, where he has had a richer experience in evaluating the various alternatives for first stabilizing and then growing the company. Furthermore, based on publicly documented contacts between the dissident and the company from February until late April of this year, it appears that Meyer is unlikely to play well with others even if he were to be awarded a seat on the board. His presence would be a distraction at a time when the board cannot afford it." "Given the numerous challenges faced by the company in its ongoing efforts to stave off bankruptcy, we agree that shareholders would be better served by a director with the type and depth of skills and experience that Fernandes offers. Also, while the dissident raised some thoughtful questions, upon further analysis, we found his arguments to be insufficient and unpersuasive. Moreover, given the current circumstances, we believe that the dissident is likely to represent an unnecessary distraction, which the board can ill afford." Further, in its analysis, Egan-Jones commented: "We believe that our support for the management ballot is merited and that voting the management ballot is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors: (1) Our belief that Gregory S. Meyer (the proponent) has provided no plan or any alternative strategic course or specific proposal that persuades us he would generate greater value for the shareholders. (2) We are not convinced that the election of Mr. Meyer to the Company's board of directors would work to the benefit of the shareholders." The Company also noted that it believes that RiskMetrics Group (ISS) reached the wrong conclusion in its recommendation regarding dissident Gregory Meyer's proxy contest to replace Gary Fernandes on the Company's Board of Directors. RiskMetrics' analysis gave scant mention to the paramount role Mr. Fernandes plays in the Company's current recapitalization efforts. In addition, RiskMetrics explicitly stated that in making its determination, it did not require that Mr. Meyer provide a plan of action for Blockbuster's future, more or less making a determination that his ideas - previously determined to be unworkable by highly qualified, reputable independent legal and financial advisors - were preferable to the Company's existing plans. Jim Keyes, the Company's Chairman and Chief Executive Officer, stated, "We are of the strongly held view that the election of Mr. Meyer, coupled with the loss of Mr. Fernandes, would be disruptive to the Company and detrimental to our stockholders, and are extremely pleased that Proxy Governance and Egan-Jones have recognized this. We are disappointed that RiskMetrics appears to have seriously missed the mark in its analysis." Blockbuster strongly encourages its stockholders to support the Company by voting the WHITE proxy card and discarding any Gold proxy card provided by Gregory Meyer. Even if a vote on a Gold proxy card has previously been cast, it is not too late to change that vote by voting a WHITE proxy card as only the latest dated proxy card will be counted. Company Statement Stockholders are urged to read Blockbuster's definitive proxy statement because it contains important information regarding Blockbuster's annual meeting of stockholders to be held on June 24, 2010. Stockholders and other interested parties may obtain, free of charge, copies of the proxy statement, and any other documents filed by Blockbuster with the SEC, at the SEC's Internet website at http://www.sec.gov/ The proxy statement and these other documents may also be obtained free of charge by contacting Morrow & Co., Inc., the firm assisting Blockbuster in the solicitation of proxies, toll-free at 1-800-607-0088. Blockbuster and certain of its directors and executive officers may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from Blockbuster's stockholders in respect of the 2010 annual meeting of stockholders. Information regarding the interests of such persons, including such persons' beneficial ownership of Blockbuster common stock is set forth in Blockbuster's definitive proxy statement, filed with the SEC on May 21, 2010, with respect to the 2010 annual meeting of stockholders. About Blockbuster Inc. Blockbuster Inc. is a leading global provider of rental and retail movie and game entertainment. The company provides customers with convenient access to media entertainment anywhere, any way they want it -- whether in-store, by-mail, through vending kiosks or digitally to their homes and mobile devices. With a highly recognized brand and a library of more than 125,000 movie and game titles, Blockbuster leverages its multichannel presence to serve nearly 47 million global customers annually. The company may be accessed worldwide at http://www.blockbuster.com/ Blockbuster's quarterly report on Form 10-Q showed a net loss of $65.4 million on $939.4 million of revenue for the thirteen weeks ended April 4, 2010, compared with net income of $27.7 million on $1.086 billion of revenue for the thirteen weeks ended April 5, 2009. The Company's balance sheet as of April 4, 2010, showed $1.319 billion in assets and $1.693 billion of liabilities, for a stockholders' deficit of $374.2 million. PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt about the Company's ability to continue as a going concern following Blockbuster's 2009 results. BULOVA TECH: Gets Interim Access to Park Avenue's Cash Collateral ----------------------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida, in an interim order, authorized Bulova Tech Riverside LLC, and a debtor-affiliate, to use of any property in which The Park Avenue Bank, or any assignee thereof, claim an interest. The Debtors would use the cash collateral for ordinary repairs and maintenance of their property. The Debtors' cash collateral use will be effective through the conclusion of any hearing to consider confirmation of any Chapter 11 plan or until time as the Chapter 11 case may be dismissed or converted to Chapter 7. As adequate protection for any diminution in value of the entities' interest in the cash collateral, the Debtors will grant the entities a replacement lien and security interest in any property acquired or generated by the Debtors to the same extent, validity, and priority as existed in the property as of the petition date. About Bulova Tech Riverside LLC Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC Riverside II, LLC, filed for Chapter 11 bankruptcy protection on April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500). David S. Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliate, EarthFirst Technologies Incorporated, filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639). BULOVA TECH: Files Schedules of Assets and Liabilities ------------------------------------------------------ Bulova Tech Riverside LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $7,800,000 B. Personal Property $2,145,252 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,561,573 E. Creditors Holding Unsecured Priority Claims $71,722 F. Creditors Holding Unsecured Non-priority Claims $38,538 ----------- ----------- TOTAL $9,945,252 $1,671,834 Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC Riverside II, LLC, filed for Chapter 11 bankruptcy protection on April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500). David S. Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliate, EarthFirst Technologies Incorporated, filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639). BUTTRUM GOODYEAR: Court Lifts Hanover's Stay, Dismisses Case ------------------------------------------------------------ The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the District of Arizona granted Hanover Goodyear LLC relief from automatic stay; and dismissed the Chapter 11 case of Buttrum Goodyear Commerce Center, LLC. The Court authorized Hanover to exercise all of its contractual and state law remedies against the Debtor's property including, without limitation, appointing a receiver, collecting rents, foreclosing the deed of trust, and taking possession of the property. The case will be dismissed upon the earlier of (i) Hanover's filing of notice that a receiver has taken control of the Debtor's assets; or (ii) 5:00 p.m., MST, on July 15, 2010. Phoenix, Arizona-based Buttrum Goodyear Commerce Center, LLC, filed for Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D. Ariz. Case No. 10-10712). The Company estimated its assets and debts at $10,000,001 to $50,000,000. CABLEVISION SYSTEMS: Has Agreement to Acquire Bresnan ----------------------------------------------------- BBHI Holdings LLC, BBHI Acquisition LLC and CSC Holdings LLC, each of which is a wholly owned subsidiary of Cablevision Systems Corporation, entered into an Agreement and Plan of Merger with Bresnan Broadband Holdings LLC and Providence Equity Bresnan Cable LLC. Pursuant to the Merger Agreement, Holdings Sub has agreed to acquire Bresnan Cable and its subsidiaries, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement. Bresnan operates cable systems in Colorado, Montana, Wyoming and Utah that pass more than 630,000 homes and serve more than 300,000 basic subscribers. Pursuant to the Merger Agreement, Acquisition Sub will merge with Bresnan Cable, with Bresnan Cable being the surviving entity and becoming a direct wholly owned subsidiary of Holdings Sub and an indirect wholly owned subsidiary of Cablevision and CSC Holdings. Holdings Sub will pay a cash purchase price for Bresnan of $1.365 billion, subject to a working capital adjustment and certain other potential reductions as set forth in the Merger Agreement. Substantially all of the Funded Indebtedness of Bresnan Cable shall be paid from the sale proceeds at the Closing, with any remaining amounts counting as a reduction to the purchase price. The closing of the transactions contemplated by the Merger Agreement is subject to various customary closing conditions, including antitrust clearance and receipt of FCC approvals and franchise approvals covering not less than 80% of Bresnan Cable's Basic Subscribers as of the date of the Merger Agreement. In addition, the closing will not occur until a marketing period of 30 consecutive days has elapsed following satisfaction of all of the conditions to closing for the purposes of permitting the marketing and syndication of the Debt Financing. Subject to certain conditions, the Merger Agreement can be terminated by either Holdings Sub or Bresnan Cable if the closing shall not have occurred by December 13, 2010, provided that if the conditions relating to antitrust clearance, FCC approvals and franchise approvals have not been satisfied by such date, or if such conditions have been satisfied but the marketing period has not yet ended as of such date, either party can extend the End Date to March 13, 2011. In addition, if on March 13, 2011, the conditions relating to FCC approval and franchise approvals are not satisfied, Holdings Sub can extend the End Date to June 13, 2011. CSC Holdings, the direct parent of Holdings Sub, has agreed to pay a termination fee of $50 million if the closing does not occur solely due to: i) a termination of the Merger Agreement by Bresnan Cable as a result of a material breach by Holdings Sub or ii) the failure to receive antitrust clearance or FCC approval. In addition, if Holdings Sub exercises its right to extend the End Date beyond March 13, 2011, the Termination Fee will be payable by CSC Holdings if the closing does not occur by such date. CSC Holdings has provided to Holdings Sub a commitment to pay $380 million for equity securities of Holdings Sub, subject to the satisfaction of all closing conditions and funding of the Debt Financing. The amount of the equity commitment is subject to increase upon any decrease in the amount of the cash proceeds to be received under the Debt Commitment Letter due to the exercise of the "market flex" provisions applicable thereto. Except as described in this paragraph, neither Cablevision nor any of its subsidiaries other than Holdings Sub or Acquisition Sub have any obligations under the Merger Agreement or with respect to the transactions contemplated thereby. In connection with the execution of the Merger Agreement, Holdings Sub has entered into the Debt Commitment Letter with Bank of America, N.A., and certain of its affiliates, and Citigroup Global Markets Inc., pursuant to which the lenders have committed to provide Holdings Sub with an aggregate of $1.065 billion of Debt Financing. Neither Cablevision nor any of its subsidiaries other than Holdings Sub, Acquisition Sub and, after the Closing, Bresnan will have any payment obligations or liability with respect to the debt issued in the Debt Financing. In addition to certain other conditions, the funding of the Debt Financing is contingent on the closing of the Merger and the prior or simultaneous funding of CSC Holdings' equity commitment. The Debt Financing is also subject to certain "market flex" provisions that could decrease the amount of cash proceeds received by Holdings Sub under certain circumstances. The funding of the Debt Financing is not a condition to the Merger or to the obligations of Holdings Sub or Acquisition Sub under the Merger Agreement. The closing of the transaction is expected to occur during late 2010 or in the first quarter of 2011. However, there can be no assurances that the conditions to closing set forth in the Merger Agreement will be satisfied or waived or that the closing will occur. A full-text copy the Plan Merger Agreement is available for free at http://ResearchArchives.com/t/s?651d About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corp. is predominantly a domestic cable TV multiple system operator serving approximately 3.1 million subscribers in and around the New York metropolitan area. Among other entertainment-and media-related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. At March 31, 2010, Cablevision Systems had $7,364,192,000 in total assets against $13,565,731,000 in total liabilities, $12,540,000 in redeemable non-controlling interests, and $671,000 in Non- controlling interest, resulting in total deficiency of $6,214,079,000. * * * According to the Troubled Company Reporter on June 16, 2010, Moody's Investors Service said that its ratings for Cablevision Systems Corporation and related rated subsidiaries (including CSC Holdings, Inc., Rainbow National Services LLC and Newsday LLC) should not be affected by the company's announcements that it plans to (i) acquire the assets of Bresnan Communications in a leveraging transaction valued at $1.365 billion, and (ii) initiate a share repurchase program totaling $500 million. "Although the company is paying a healthy premium for an already well-run collection assets, and may have postponed a prospective upgrade of its ratings by undertaking the share buyback program at the same time, strong operating performance continues to bode well for further credit enhancements over the next two years," noted Moody's Senior Vice President Russell Solomon. CALIFORNIA COASTAL: Wilmington Trust Opposes Exit Financing ----------------------------------------------------------- Wilmington Trust FSB on Friday opposed an emergency motion by California Coastal Communities Inc. seeking to authorize the bankrupt developer to enter into an exit financing commitment letter, arguing that the letter should first undergo critical modifications, according to Bankruptcy Law360. About California Coastal Irvine, Calif.-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09- 21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Debtors in their restructuring efforts. In their petition, the Debtors listed between $100 million and $500 million in assets and between $100 million and $500 million of debts. On March 26, 2010, the Company filed a proposed disclosure statement and proposed joint plan of reorganization with the Bankruptcy Court, neither of which has been approved. The proposed joint plan provides for the extension of the Revolving Loan and the Term Loan to enable the Company to complete construction and sale of the homes at its Brightwater project. A majority of the Company's lenders are opposed to the plan as filed. At March 31, 2010, the Company's balance sheet showed $249.0 million in assets, $218.0 million of liabilities, and $31.0 million of stockholders' equity. CALIFORNIA COASTAL: Gets Court OK for $184 Million Exit Financing ----------------------------------------------------------------- California Coastal Communities, Inc., disclosed on June 18, 2010, that it obtained approval from the United States Bankruptcy Court for the Central District of California of a previously announced $184 million commitment to refinance its Brightwater development project debt. The commitment remains subject to the successful negotiation and execution of definitive loan documents and the Court's approval of the Company's plan of reorganization in order for it to exit bankruptcy. In connection with the commitment, the Company will amend its plan of reorganization to provide for the repayment of the existing indebtedness in cash upon the effective date of the plan. The Chapter 11 petitions, which were filed by the Company and certain of its direct and indirect wholly-owned subsidiaries on October 27, 2009, are being jointly administered under the caption In re California Coastal Communities, Inc., Case No. 09-21712-TA. There can be no assurance that the refinancing will be completed or that the Company will exit bankruptcy without further delay. The Company is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 110 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered over 2,300 homes to families throughout Southern California since its formation in 1994. About California Coastal Irvine, Calif.-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09- 21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Debtors in their restructuring efforts. In their petition, the Debtors listed between $100 million and $500 million in assets and between $100 million and $500 million of debts. On March 26, 2010, the Company filed a proposed disclosure statement and proposed joint plan of reorganization with the Bankruptcy Court, neither of which has been approved. The proposed joint plan provides for the extension of the Revolving Loan and the Term Loan to enable the Company to complete construction and sale of the homes at its Brightwater project. A majority of the Company's lenders are opposed to the plan as filed. At March 31, 2010, the Company's balance sheet showed $249.0 million in assets, $218.0 million of liabilities, and $31.0 million of stockholders' equity. CANWEST GLOBAL: Micallef Resigns from Board of Directors -------------------------------------------------------- Canwest Global Communications Corp. announced that Ms. Margot M. Micallef has tendered her resignation from the Company's Board of Directors effective immediately. Ms. Micallef joined the board in January 2009 and was a member of Canwest's Special Committee overseeing the Company's financial restructuring. The remaining Board members Derek Burney, David Drybrough, and David Kerr are Independent directors actively involved in the Company's financial restructuring activities. 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: Monitor's Report on CMI's CCAA Proceedings ---------------------------------------------------------- FTI Consulting Canada Inc., the firm appointed to monitor the assets of Canwest Global Communications Corp. and the other applicants and partnerships -- the CMI Entities -- filed a report to update the Ontario Superior of Justice about the status of the CMI Entities' restructuring efforts, status of the claims process, among other things. Claims Process According to the report, about 1,5903 claims had been accepted, withdrawn or otherwise resolved as of May 28, 2010. The CMI Entities are finalizing settlement documents with respect to seven additional claims while eight other claims had been referred to the claims officer or the Canadian Court for adjudication. A table summarizing the number and value of claims asserted, accepted and disputed against the CMI Entities can be accessed for free at: http://bankrupt.com/misc/Canwest_ClaimsMay2810.pdf FTI also disclosed in the report that from March 15 to May 23, 2010, the CMI Entities paid an additional $15,384 to two suppliers for goods and services provided prior to the filing. These suppliers are considered critical to the CMI Entities' business operations. Receipts and Disbursements to May 23, 2010 The actual consolidated net cash outflow of the CMI Entities for the period March 15 to May 23, 2010, was approximately $14.5 million. A summary of the actual receipts and disbursements shows: For the Period March 15 to May 23, 2010 Forecast Actual Variance Operating Cashflow -------- ------ -------- Receipts Receipts C$75,760,000 C$102,922,000 C$27,162,000 Intercompany Receipts 9,710,000 9,113,000 (597,000) -------------- ------------- ------------- Total Receipts C$85,469,000 C$112,035,000 $26,565,000 -------------- ------------- ------------- Disbursements Operating Disbursements (111,267,000) (105,274,000) 5,993,000 Capital Expenditures (5,354,000) (1,210,000) 4,144,000 Intercompany Disbursements (4,548,000) (11,923,000) (7,375,000) ------------- ------------- ------------- Total Disbursements (121,169,000) (118,407,000) 2,762,000 ------------- ------------- ------------- Net Operating Cashflows (C$35,700,000) (C$6,372,000) C$29,327,000 ------------- ------------- ------------- Restructuring Costs Restructuring Costs (9,895,000) (7,851,000) 2,044,000 DIP Interest/Fees (256,000) (310,000) (54,000) ------------- ------------- ------------ Total Restructuring Costs (10,151,000) (8,161,000) 1,990,000 ------------- -------------- ------------ Total Net Cashflow (45,851,000) (14,534,000) 31,317,000 Opening Cash 96,868,000 96,868,000 0 DIP Advances (Repayments) - - - Other Advances (Repayments) - - - ------------- -------------- ------------ Ending Cash C$51,017,000 C$82,335,000 C$31,317,000 ============= ============== ============ Actual net cash flow was approximately $31.3 million favorable to the forecast. This variance is composed of a permanent negative variance of $2.5 million offset by a positive timing variance of $33.8 million, which is expected to reverse in the future. Items contributing to the positive variance are: (a) a positive variance of approximately $26.6 million in operating receipts primarily as a result of: * a positive timing variance of $21.4 million relating to higher operating receipts received as a result of faster than forecasted collections of accounts receivable; * a permanent positive variance of $5.8 million resulting from higher than forecasted sales and the sale of certain non-critical assets which had not been included in the forecast; and * a permanent negative variance of $0.6 million as a result of lower than forecast receipts from intercompany payments and distributions from affiliates. (b) a positive variance of $2.8 million in operating disbursements primarily as a result of: * a positive timing variance of $10.2 million resulting from later than expected payments of broadcast rights for programming purchases; * a negative difference of $4.2 million resulting from higher than forecast payroll and general operating expenses. This variance is composed of a negative timing variance of approximately $1.7 million resulting from the timing of general operating expenses that are expected to reverse in future periods and $2.5 million of permanent negative differences, mainly as a result of higher than forecast payroll costs; * a positive timing variance of $4.1 million resulting from lower capital expenditures; and * a permanent negative variance of $7.4 million resulting from higher than forecast volume of programming purchases from certain related entities. (c) a positive permanent variance of $2.0 million related to lower than expected restructuring costs. Ending cash on hand as of March 14, 2010, was approximately $82.3 million representing a positive variance of about $31.3 million compared to the March forecast. Canwest Global and its subsidiaries expect that about $33.8 million of the variance is timing and will reverse in the future. Cash Flow Forecast It is estimated that for the period May 24 to September 5, 2010, the CMI Entities will have total receipts of $162.5 million, total operating disbursements of $187.9 million, and total disbursements relating to the restructuring of $16 million for net cash flow outflow of $41.3 million, according to the report. A full-text copy of the cashflow forecast is available for free at http://bankrupt.com/misc/Canwest_CFFSept510.pdf It is anticipated that the forecast liquidity requirements of Canwest Global and its subsidiaries during the cashflow forecast period will continue to be met by the funds advanced by Irish Holdco pursuant to a note. No drawdown on the CIT Credit Facility is forecast during the period. The cash balance of Canwest Global and its subsidiaries was approximately $82.3 million as of May 23, 2010. Restructuring Efforts If completed pursuant to a plan of compromise or arrangement, the amended terms of the Shaw recapitalization transaction would allow Canwest Global and its subsidiaries to continue operating, says the report. Under the recapitalization transaction, the milestone dates previously contained in the original recapitalization support agreement or original recapitalization term sheet had either been amended or eliminated. In particular, the CMI Entities agreed to get an order from the Canadian Court sanctioning the plan on or before August 27, 2010. It is also contemplated that the plan will be implemented no later than September 30, 2010, subject to extension by Shaw for an additional three months in the event that the implementation of the plan has not occurred by that date as a result of the requisite regulatory approvals not having been obtained by September 30, 2010. 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: Monitor's Report on LP's CCAA Proceedings --------------------------------------------------------- FTI Consulting Canada Inc., the firm appointed to monitor the assets of Canwest Publishing Inc./Publications Canwest Inc., Canwest Books Inc., Canwest (Canada) Inc., and Canwest Limited Partnership/Canwest Societe en Commandite -- the LP Entities -- filed a report with the Ontario Superior of Justice about the state of the LP Entities' business and financial affairs. Assets and Liabilities As of February 28, 2010, the LP Entities had total consolidated assets with a net book value of $700 million consisting of $237 million in current assets and $463 million in non-current assets, according to the report. The LP Entities had total consolidated liabilities of about $1.7 billion consisting of $131 million in current liabilities, $1.5 billion in consolidated debt, and $95 million in non-current liabilities. Their total consolidated partners' deficiency is about $1 billion. A copy of the LP Entities' unaudited consolidated financial statements for the second fiscal quarter ending February 28, 2010, is available for free at: http://bankrupt.com/misc/Canwest_LPEntitiesFSFeb2810.pdf As of February 28, 2010, the LP Entities reported consolidated debt of about $1.5 billion, says the report. Activities of the LP Entities Since January 8, 2010, the LP Entities have carried on their businesses in the ordinary course. Their senior management team continues to work with the LP Entities' employees, customers and suppliers to ensure that the stability of operations is maintained, the report said. There have been no significant changes in the number of full-time equivalent workers employed by the LP Entities since January 8, 2010. The LP Entities continue to employ about 5,300 full-time unionized and non-unionized workers in Canada. On May 11, 2010, the LP Entities announced that they had entered into an agreement to outsource a number of services currently being provided by the ReachCanada Contact Centre located in Winnipeg, Manitoba. The ReachCanada Contact Centre is scheduled to be closed in a phased process from August through the end of September 2010 during which time about 88 full-time employees and 127 part-time employees will be terminated. About 42% of the LP Entities' employees are unionized under 43 collective bargaining agreements. As of June 3, 2010, five new collective bargaining agreements had been negotiated and ratified by the bargaining units. Six additional collective bargaining agreements are currently expired and one collective bargaining agreement is set to expire on September 1, 2010. The LP Entities will be commencing negotiations with the unions with respect to the expired and expiring collective bargaining agreements in the coming months, according to the report. With respect to their management, former president and chief executive of Canwest Publishing Inc., Dennis Skulsky, resigned from his post effective April 30, 2010. Mr. Skulsky entered into a consulting agreement with the LP Entities, under which he agreed to remain on a part-time consulting basis until August 31, 2010. Effective April 30, 2010, Kevin Bent became the interim president of CPI. On March 1, 2010, all of the then current directors and officers of the LP Entities resigned from their positions. The LP Entities have not yet elected or appointed anyone to fill in the positions. The "senior employees" have been tasked to oversee the operations of the LP Entities. Operating Results Since CCAA Filing The report disclosed that since the commencement of the CCAA proceedings, the LP Entities have improved in their operating and financial results, including: (1) reported EBITDA (unaudited) for the three months ending February 28, 2010, totaled $40.9 million, an increase of $28.7 million compared to the same period in the fiscal year ending August 31, 2009; (2) reported EBITDA (unaudited) for the six months ending February 28, 2010, totaled $107.5 million, an increase of $28.2 million compared to the same period in 2009; (3) most suppliers did not significantly vary their credit terms to supply product to the LP Entities following their filing; (4) cumulative net cash flow for the period March 29 to May 23, 2010, was $21 million higher than forecast in the cash flow forecast as of March 29, 2010; (5) results of the 2009 NADBank study released on March 17, 2010, indicate that readership is stable or has increased slightly for newspapers across the LP Entities' chain. The AHC Bid The bid submitted by the ad hoc committee of noteholders is structured as an asset purchase in the context of a plan of compromise or arrangement. The terms of the ad hoc committee's bid are contained in an asset purchase agreement dated May 10, 2010. The AHC APA contemplates that "Holdco," a corporation wholly owned by the sponsors including beneficial noteholders and subordinated lenders, will effect a transaction through CW Acquisition Limited Partnership. CW Acquisition will acquire substantially all of the financial and operating assets of the LP Entities and the shares of National Post Inc., and will assume certain liabilities. Early this month, the sponsors requested that certain amendments to the AHC APA be made to accommodate revised capital structure and corporate structure of CW Acquisition and Holdco. Under the revised structure, the sponsors have committed to purchase 27 million shares having an aggregate subscription price of $250 million. The 27 million shares will be issued in addition to the shares that are to be issued and allocated for distribution to the affected creditors. Status of Claims Process As of June 2, 2010, about 600 claims asserted in the LP Entities' claims procedure have been accepted, withdrawn or otherwise resolved. The LP Entities are still finalizing settlement documents with respect to two additional claims, and will engage in talks with the remaining holders of the outstanding claims shortly, according to FTI Consulting's report. 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). CAPMARK FINANCIAL: Creditors Question $1.5 Billion Secured Loan --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors for Capmark Financial Group Inc. wants permission from a bankruptcy judge in Delaware to investigate a $1.5 billion secured loan that was made 149 days before the Chapter 11 filing in October. The Committee says the loan proceeds were used to pay off unsecured debt owing to practically the same lenders. A hearing is scheduled on June 29 to consider the request. According to the Bloomberg report, the loan, having been made more than 90 days before bankruptcy, cannot be attacked as a preference. The Committee says the loan only delayed the inevitable bankruptcy. The Committee doesn't say exactly how it believes the loan may be shown to be voidable in bankruptcy. The Committee says that Capmark itself is unwilling to take action to set aside the loan or the security interest. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAROLYN BATTLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Carolyn W. Battle 7239 Beach Road Chesterfield, VA 23838 Bankruptcy Case No.: 10-34268 Chapter 11 Petition Date: June 17, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Douglas O. Tice Jr. Debtor's Counsel: Ronald Allen Page, Jr., Esq. Ronald Page, PLC 4860 Cox Road, Suite #200 Glen Allen, VA 23060 Tel: (804) 562-8704 Fax: (804) 482-2427 E-mail: rpage@rpagelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-34268.pdf The petition was signed by the Debtor. CATALYST PAPER: Names Kevin Clarke as President & CEO ----------------------------------------------------- Catalyst Paper announced that it has appointed Kevin J. Clarke as President and Chief Executive Officer. The Company said Mr. Clarke is a seasoned print industry executive bringing nearly three decades of experience with World Color, formerly Quebecor World, to his new role at Catalyst. Mr. Clarke held executive positions in sales, marketing and operations and was, most recently, President, Publishing Services Group where he directed a global organization of 7,500 employees with 20 manufacturing facilities producing one billion books and 1,600 magazine titles. His achievements include major restructuring, market development, plant closure and start-up initiatives. In addition, his background includes an extensive record of business results in revenue growth, technology deployment, strategy development and cost reduction. "[Mr. Clark's] knowledge of the marketplace and his experience in printing and publishing are well-matched with our requirements and will ensure momentum continues as Catalyst transforms its business to keep pace with the very competitive global paper industry," said Catalyst Board Chairman Michel Desbiens. Mr. Clarke's appointment takes effect June 21. 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. CENTRAL METAL: Unsec. Creditors Back Chapter 11 Exit Plan --------------------------------------------------------- Central Metal Inc.'s unsecured creditors have backed the Company's revised exit plan from Chapter 11 protection. The revised plan doubles the pay-out the unsecured creditors would have received in the original proposal. The proposal, rewritten between April 21 and June 16, gives unsecured creditors 16 cents on the dollar rather than the original 7%, according to AMM.com. About Central Metal, Inc. Huntington Park, California-based Central Metal, Inc., is a fully integrated scrap metal processing company that purchases, processes and sells ferrous and non-ferrous metals domestically and internationally. The Company is one of the largest processing companies on the West Coast, has one of the largest land sites and processing capacities, and is fully diversified in its business portfolio that entails dynamic trading relationships with renowned metal manufacturers around the world. The Company filed for Chapter 11 bankruptcy protection on January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642). Juliet Y. Oh, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CHARLES SADEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Charles R. Saden aka Chuck R. Saden fdba POS Card Processing dba Health & Medical Plans fdba Precision Payment Company dba Hohensaden, LLC 16722 Shallow Ridge Boulevard Houston, TX 77095 Bankruptcy Case No.: 10-35051 Chapter 11 Petition Date: June 17, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Wesley W. Steen Debtor's Counsel: Reese W. Baker, Esq. Baker & Associates 5151 Katy Freeway, Suite 200 Houston, TX 77007 Tel: (713) 869-9200 Fax: (713) 869-9100 E-mail: courtdocs@bakerassociates.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Debtor's list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-35051.pdf The petition was signed by the Debtor. CHARLESTON ASSOCIATES: Files for Chapter 11 in Wilmington --------------------------------------------------------- Charleston Associates LLC filed a Chapter 11 petition June 17 in Delaware (Bankr. D. Del. Case No. 10-11970). The petition listed assets as being worth $92.3 million, against $65.1 million liabilities. Debt includes $60.1 million in mortgages. Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Debtor in its Chapter 11 effort. Bill Rochelle at Bloomberg News reports that Charleston Associates is the owner of part of the Shops at Boca Park shopping center in Las Vegas. It blamed its woes on the "current and prolonged economic recession." The center, located at the intersection of Charleston and Rampart in Las Vegas, lost two anchor tenants in the last two years. In addition to lower rent basic collections, decreased mall traffic reduced revenue by depressing so-called percentage rent. CHARLESTON ASSOCIATES: Case Summary & 20 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Charleston Associates, LLC fdba Boca Fashion Village Syndications Group, LLC fdba Boca Fashion Village, LLC 700-750 S. Rampart Boulevard Las Vegas, NV 89145 Bankruptcy Case No.: 10-11970 Chapter 11 Petition Date: June 17, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Kevin J. Carey Debtor's Counsel: Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 468-7750 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Martin H. Walrath IV, president of Boca Fashion Village Syndications Group MM Inc., and manager of Charleston Associates, Ltd. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mortgage Electronic Shopping Center at $58,000,000 Registration Inc. 700-750 S. Rampart 1818 Library Street, Blvd., Las Suite 300 Vegas, NV 89145 Reston, VA 20190 Pebble Commercial Center Intercompany cash $619,053 Syndications Gr management 9440 W. Sahara Las Vegas, NV 89117 Recreational Equipment Tenant Improvement $306,572 Inc Allowance 6750 228th Street Kent, WA 98032 Silverado Ranch Intercompany cash $238,799 Syndications Group, LLC management Builders & Developers Intercompany cash $28,051 Corporation management Global Securiy Concepts Courtesy Patrol $21,858 Inc. Asylum Design, LLC Architectural $12,104 blueprint Citiwide Construction General contractor $12,000 Inc Las Vegas Executive Valet Parking $11,500 Parking Services Sunshine Valley Grounds maintenance $11,079 Landscape Carbajal and McNutt, LLP Legal Fees $10,236 Lionel Sawyer & Collins Legal Services $9,680 Design Within Reach Overpayment of $9,429 security deposit Young Electric Sign Pylon sign and $3,128 Company lighting maintenance Republic Services, Inc. Waste removal/ $2,527 recycling Southwest Awning Awning cleaning $2,500 Restoration Malco Maintenance Parking lot $2,050 maintenance ACS Pools Fountain service $1,000 South Central Sound Retail sound-music $850 for center XO Communications Fire/Radio Line $508 monitoring CHEMTURA CORP: Board Adopts 2010 Management Incentive Plan ---------------------------------------------------------- In a Form 8-K filed with the Securities and Exchange Commission on June 7, 2010, Chemtura Corporation disclosed that on June 1, 2010, the Board of Directors of Chemtura Corporation adopted the 2010 Chemtura Corporation Management Incentive Plan, which is an annual performance-based cash incentive program authorized pursuant to the 2005 Chemtura Corporation Short-Term Incentive Plan and established by order of the U.S. Bankruptcy Court for the Southern District of New York on May 18, 2010. The 2010 MIP provides each participant, including executive officers, with an opportunity to earn cash compensation in the form of an annual cash incentive award based on the attainment of pre-established performance goals. Participants in the 2010 MIP fall into one of four groups: Executive Participants, Executive Vice Presidents of Performance and Engineered Products, Function Participants and Business Participants. Each MIP participant is assigned an incentive opportunity expressed as a percentage of base pay. The 2010 MIP Target Percentages established by the Board for Craig A. Rogerson, chairman, president and chief executive officer, and by the Compensation and Governance Committee for Stephen C. Forsyth, executive vice president and chief financial officer; Billie S. Flaherty, senior vice president, general counsel and secretary; and Kevin V. Mahoney, senior vice president and corporate controller, are 100%, 70%, 50% and 40%. The Compensation and Governance Committee also adopted, on June 1, 2010, the 2010 Emergence Incentive Plan, which provides the opportunity for participants to earn an award that will be granted on the Company's emergence from Chapter 11 in the form of restricted stock units or stock options with time-based vesting or in another form of consideration. Mr. Flaherty relates that the 2010 EIP is currently unfunded and will be funded only after the later of the Company's emergence from Chapter 11 or December 31, 2010, to the specified level associated with the 2010 Consolidated EBITDA performance achieved. The Chemtura Board determined and established the maximum amount that can possible be earned by these individuals under the 2010 EIP upon emergence: Craig A. Rogerson $2,500,000 Chemtura chairman, president and chief executive officer Stephen C. Forsyth $625,000 Chemtura executive vice president and chief financial officer Billie S. Flaherty $350,000 Chemtura senior vice president, general counsel and secretary Kevin V. Mahoney $225,000 Chemtura senior vice president and controller About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Has Plan Support Pact With Unsecureds & Bonholders ----------------------------------------------------------------- Chemtura Corp. and its units ask the Court for authority to enter into a plan support agreement with the Official Committee of Unsecured Creditors and certain members of the Ad Hoc Bondholders Committee and certain other debt holders. The Creditors' Committee and the Consenting Holders have executed the Plan Support Agreement in connection with the recent filing of the Debtors' Joint Chapter 11 Plan of Reorganization and Disclosure Statement and the global settlement embodied in the Plan. The Plan Support Agreement provides for the Parties to support the Plan and for the Consenting Holders to vote in favor of the Plan so long as their votes have been solicited in accordance with Sections 1125 and 1126 of the Bankruptcy Code. The key terms of the Plan Support Agreement include: * the Supporting Parties' agreement not to object to the confirmation of the Plan; and * each Consenting Holder agreement to timely vote in favor of the Plan and not change or withdraw their votes. A list of the key terms of the Plan Support Agreement is available for free at: http://bankrupt.com/misc/ChmPlanSuppAgrmt.pdf Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, asserts that the Plan Support Agreement will facilitate confirmation of the Plan and the Debtors' emergence from Chapter 11. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Plan Estimates $1.35 Bil. Enterprise Value --------------------------------------------------------- Chemtura Corporation and 26 of its debtor affiliates filed a Joint Chapter 11 Plan of Reorganization and Disclosure Statement with the United States Bankruptcy Court for the Southern District of New York on June 17, 2010. Chemtura provides under the Plan, subject to the conditions and qualifications set forth in the Plan and the Disclosure Statement, the potential to satisfy all creditors' claims in full, as well as offering value to equity holders. The Plan is supported by the Official Committee of Unsecured Creditors and the ad hoc committee of Chemtura's bondholders, according to the Company's statement. "The filing of our Plan is a significant milestone in the Chapter 11 process, demonstrating Chemtura's progress toward emerging as a stronger, leaner global enterprise," Craig A. Rogerson, Chemtura's Chairman, President and Chief Executive Officer related in a public statement. He adds that "we are pleased to submit the proposed Plan with the full support of both the unsecured creditors' committee and the ad hoc committee of bondholders. The Plan is a testament to the outstanding progress we have made in restructuring our finances and operations." Mr. Rogerson added, "We appreciate the support of our major stakeholders and we look forward to continuing to work closely with them in order to successfully execute on our business plan to drive growth and long-term value creation. I thank our customers, suppliers, business partners and employees for their ongoing commitment to our company and for helping us build a stronger Chemtura." The Company expects that, in the near term, the Court will schedule a hearing to consider approval of the Disclosure Statement. Accordingly, the Company remains on track to emerge from Chapter 11 protection in the coming months. The Company avers that it will continue to work with its official committee of equity security holders to address any concerns they may have about the Plan. The Disclosure Statement includes a historical profile of the Company, a description of proposed distributions to creditors and equity holders, and details of the "new" Chemtura, as well as many of the technical matters required for the solicitation process, such as descriptions of who will be eligible to vote on the Plan and the voting process itself. Simultaneously with the Plan filing, Chemtura submitted a motion in Court seeking approval of the Disclosure Statement as containing "adequate information" pursuant to Section 1125 of the Bankruptcy Code. Section 1125 provides that the proponent of a proposed Chapter 11 plan may not solicit votes on a plan unless the plan and "a written disclosure statement approved, after notice and a hearing, by the court as containing adequate information" are transmitted to those persons whose votes are being solicited. Chemtura adds that it will provide prompt notice of the Disclosure Statement hearing by mail upon the Court's scheduling of a hearing. The Company intends to publish a Disclosure Statement Hearing Notice in the national editions of The New York Times and USA Today. The Disclosure Statement Hearing Notice will provide how parties-in-interest may obtain copies of the Disclosure Statement or the Plan and describes the objection deadline. Counsel to Chemtura, M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, asserts that the Disclosure Statement complies with the requirements set in the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and should be approved. Chemtura urges Judge Gerber to convene a hearing on July 13, 2010, at 9:45 a.m. (EDT) to consider approval of the Disclosure Statement, with objections to be due no later than July 8 at 4:00 p.m. Moreover, Chemtura and the Creditors' Committee ask Judge Gerber to permit them to file a reply to any Disclosure Statement objection that they are not able to resolve consensually no later than July 12, at 9:45 a.m. Plan Provisions Ms. Labovitz relates that Chemtura's Plan embodies a global settlement of disputed issues between the Debtors, the Creditors' Committee and the Ad Hoc Bondholders Committee pertaining to, among other things: 1. The agreement by the Creditors' Committee and the Ad Hoc Bondholders' Committee to accept the reorganization value resulting from the Debtors' expert's analysis, solely for purposes of the Plan; 2. The enforceability and allowance of Claims held by the holders of the 2016 Notes and the holders of the 2026 Notes relating to certain make-whole premiums and damages for breach of certain no-call provisions; 3. The extent and validity of Great Lakes Chemical Corporation's ownership interest in non-debtor affiliate Chemtura Holding Company, Inc.; 4. The extent and validity of Claims and asserted rights of regulatory action held by the Pension Benefit Guaranty Corporation; 5. A framework for addressing and resolving disputed Claims relating to (i) exposure to diacetyl and acetoin manufactured and distributed by the Debtors or their affiliates, and (ii) various environmental liabilities asserted by certain governmental entities; 6. Treatment that would resolve, or result in the dismissal of, certain litigation between the Creditors' Committee and the Debtors' prepetition bank lenders; and 7. Resolution of certain asserted rights of the Ad Hoc Bondholders' Committee and its members to payment in full of their professional fees and expenses in the Debtors' Chapter 11 cases. The Plan provides that New Chemtura will issue up to 100 million shares of common stock as of the Effective Date. The Plan contemplates that the Debtors will emerge from Chapter 11 with an improved, less leveraged balance sheet. Reorganized Chemtura is expected to have approximately $750 million in funded debt at the time of emergence from Chapter 11. The Debtors had funded debt facilities of approximately $1.3 billion at the time they filed for bankruptcy. The Plan does not propose substantive consolidation of the Debtors' bankruptcy estates. Although the Plan generally applies to all of the Debtors, the Plan includes within it distinct Chapter 11 plans of reorganization, one for each Debtor. Upon emergence, New Chemtura's board will consist of nine directors. The Debtors, the Creditors' Committee and the Ad Hoc Bondholders' Committee will establish a board selection committee to select eight members of the New Board in addition to the chief executive officer. The board selection committee, which will be advised by an independent search firm, will be charged with working together to try to reach consensus upon a list of the members of the New Board. However, in the event a consensus is not reached by the board selection committee, the Creditors' Committee and the Ad Hoc Bondholders' Committee will, together, be entitled to designate six members of the New Board and the Debtors will be entitled to designate two members. Classification & Treatment of Claims The Chemtura Plan designates claims and interests into 12 classes: Applicable Estimated Range of Class Designation Debtor Allowed Claims ------ ----------- ---------- ----------------------- 1 Prepetition All $52.7 mil., plus unpaid Secured Lender interest and fees 2 Lien Claims All $1.10 mil., plus postpetition interest 3 Other Priority All $1.0 mil., plus Claims postpetition interest 4 General All $163.9 to $194.5 mil., Unsecured plus postpetition interest Claims 5 Prepetition All $120.2 mil., plus unpaid Unsecured interest and fees Lender Claims 6 2016 Notes All $508.3 mil., plus Claims postpetition interest, plus the "Make-Whole Settlement Amount" 7 2009 Notes Great Lakes $374.4-mil., plus Claims postpetition interest 8 2026 Notes Chemtura $151.3-mil., plus Claims postpetition interest, plus the "No-Call Settlement Amount" 9 Unsecured All Depends on specific Convenience elections made by creditors Claims upon voting 10 Diacetyl Chemtura To be determined Claims 11 Intercompany All N/A Claims 12 Interests All N/A The status, treatment and voting rights for each of the Classes of Claims are: Voting Class Status Right Claims Treatment ----- ---------- ------ ---------------- 1 Unimpaired Deemed to To be paid in full, in cash. Accept 2 Unimpaired Deemed to Either (a) full payment in cash, Accept (b) other agreed treatment, or (c) retention of property lien 3 Unimpaired Deemed to Either (a) full payment in cash, Accept or (b) any other agreed treatment with the holder 4 Impaired Entitled Pro rata share of cash or New to vote Common Stock or any other agreed treatment with the holder 5 Impaired Entitled Full payment in cash or New to vote Common Stock to the extent available in pool 6 Impaired Entitled Full payment in cash or New to vote Common Stock to the extent available in pool 7 Impaired Entitled Full payment in cash or New to vote Common Stock to the extent available in pool 8 Impaired Entitled Full payment in cash or New to vote Common Stock to the extent available in pool 9 Unimpaired Deemed to Full payment in cash, plus Accept interest 10 Impaired Entitled Full distribution from the to vote Diacetyl Reserve 11 Impaired Deemed to Either (a) reinstated, (b) Accept remain in place subject to Revised documentation, (c) be modified or cancelled as of the Effective Date, (d) include Cash payments to address the treatment of certain foreign pension obligations of the Company or (e) with respect to certain Intercompany Claims in respect of goods, services, interest and other amounts that would have been satisfied in Cash directly or indirectly in the ordinary course of business had they not been outstanding as of the Petition Date, may be settled in Cash in an amount not to exceed $25 million 12 Impaired Entitled To be cancelled after receiving [Interests to vote either (a) pro rata share of 5% in Chemtura New Chemtura Common Stock, plus Corp.] right to participate in rights offering, if class accepts Plan, or (b) pro rata share of value available for distributions after all allowed unsecured claims have been paid 12 Unimpaired Entitled Will either remain outstanding; [Interests to vote be cancelled; or be transferred, in subsidiary at the Debtors' option Debtors] Copies of tables on the Classes of Claims, the corresponding treatment and the estimated recoveries under the Plan is available for free at http://bankrupt.com/misc/ChmClaimsClass.pdf The Plan also provides for the treatment of unclassified claims, which include Administrative Claims, Priority Tax Claims and DIP Claims. Administrative Claims will be paid in full, while Priority Tax Claims and DIP Claims will be paid in the amount allowed by the Court. Full-text copies of Chemtura's Chapter 11 Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/ChmCh11Plan.pdf http://bankrupt.com/misc/ChmDiscStat.pdf Valuation Analysis, Enterprise Value According to Chemtura Chief Financial Officer Stephen C. Forsyth, the Plan is premised on an estimated enterprise value of $2.05 billion for reorganized Chemtura. The New Chemtura Total Enterprise Value is based on a valuation analysis prepared by Lazard Freres & Co., LLC, the Debtors' retained financial advisor and investment banker, based on the mid-point value of the Debtors' assets and liabilities as of an assumed September 30, 2010 Effective Date. Lazard's estimated Enterprise Value implies a value for the New Common Stock of reorganized Chemtura of approximately $1.35 billion, with a range from $1.2 to $1.5 billion. Distributions under the Plan with respect to holders of Claims against, and Interests in, the Debtors will be based on the New Chemtura Total Enterprise Value. A full-text copy of the Valuation Analysis is available for free at http://bankrupt.com/misc/ChemValAnal.pdf Liquidation Analysis, Financial Projections The Debtors, together with their retained advisors, also prepared a liquidation analysis for each Debtor entity. Based on the Liquidation Analysis, the Debtors point out that holders of claims and interests are likely to receive equal or greater value under recently proposed Chapter 11 Plan as compared to what they will receive in a Chapter 7 liquidation. A full-text copy of the Liquidation Analysis is available for free at http://bankrupt.com/misc/ChmLiqAnal.pdf Moreover, to determine whether the Plan meets the feasibility requirement under Section 1129(a)(11) of the Bankruptcy Code, the Debtors analyzed their ability to meet their obligations under the Plan. As part of this analysis, the Debtors have prepared financial projections through the year 2014 upon which they believe they will be a viable operation upon exit from Chapter 11. A full-text copy of the Financial Projections is available for free at http://bankrupt.com/misc/ChmFinProj.pdf About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Plan Solicitation Period Extended Until Nov. 17 -------------------------------------------------------------- Bankruptcy Judge Shapero for the Southern District of New York has extended the exclusive plan filing period for Chemtura Corporation and its debtor affiliates through September 18, 2010, and the exclusive solicitation period for that plan through November 17, 2010. In a separate filing, the Official Committee of Equity Security Holders relates that it hopes the Debtors will pursue a Chapter 11 plan of reorganization that maximizes the value of their estates and provides to equity holders the value that is rightfully theirs. Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, tells the Court that the Equity Committee stands ready to work with the Debtors in pursuing a Chapter 11 plan. The Equity Committee also relates that it reserves its rights to seek to terminate the Debtors' Exclusive Periods for any applicable reason, including if the Debtors choose to pursue a reorganization plan that fails to maximize value. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Seeks to Retain UBS Securities as Financial Advisor ------------------------------------------------------------------ BankruptcyData.com reports that Chemtura's official committee of equity security holders filed a motion with the U.S. Bankruptcy Court seeking to retain UBS Securities (Contact : Douglas P. Lane) as financial advisor for the following fees: a monthly cash advisory fee of $150,000 and a transaction fee determined according to the following schedule: (x) If the common equity security recovery is greater than $225,000,000 but less than $450,000,000, UBS will be entitled to a transaction fee equal to 1.25% of the amount by which the common equity security recovery exceeds $225,000,000. (y) If the common equity security recovery is greater than $450,000,000, UBS will be entitled to a transaction fee equal to (A) 1.25% of the amount by which the common equity security recovery exceeds $225,000,000 up to a maximum common equity security recovery of $450,000,000 plus (B) 2.00% of the amount by which the common equity security recovery exceeds $450,000,000. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHESAPEAKE ENERGY: Redeems 6.375% Senior Notes Due 2015 ------------------------------------------------------- Chesapeake Energy Corporation will redeem for cash all outstanding 6.375% Senior Notes due 2015 (CUSIP 165167BL0) on July 22, 2010. The aggregate principal amount of the notes is $600 million and the redemption price is $1,031.88, which represents the price to be paid per $1,000 principal amount. The final redemption price will also include accrued and unpaid interest through the redemption date. A notice of redemption will be sent to all currently registered holders of the notes by the trustee, The Bank of New York Mellon Trust Company, N.A. Additional information relating to the procedure for redemption may be obtained from The Bank of New York Mellon by calling toll-free 800-254-2826. Payment of the redemption price will be made on or after July 22, 2010 upon presentation and surrender of the notes in book-entry form by transferring the notes to the trustee's account at The Depository Trust Company in accordance with its procedures or by mail or hand delivery to The Bank of New York Mellon Trust Company, N.A., 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attention: Debt Processing Group. Unless Chesapeake defaults in making the redemption payments, interest on the notes will cease to accrue on and after the redemption date and the only remaining right of the holders thereof is to receive the redemption payment upon surrender of the notes to The Bank of New York Mellon Trust Company, N.A. About Chesapeake Energy Corporation Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation (NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas in the U.S. The company's operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States. * * * As reported in the Troubled Company Reporter on May 21, 2010, Fitch Ratings has affirmed Chesapeake Energy Corporation's (Chesapeake; NYSE: CHK) Issuer Default Rating (IDR) at 'BB' and revised the Rating Outlook to Stable from Negative following the proposed convertible preferred stock offering and debt reduction efforts announced by the Company. In addition, Fitch will assign a 'B+' rating to the company's proposed $1.7 billion convertible preferred stock offering. CIRCUIT CITY: Court Gives Parties More Time to Agree on Plan ------------------------------------------------------------ The status hearing on the confirmation of Circuit City Stores Inc.'s First Amended Joint Plan of Liquidation has been continued to June 24, 2010, at 10:00 a.m. At the hearing held June 16, 2010, the Debtors and the Official Committee of Unsecured Creditors asked the court for more time as they worked out several issues saying "a deal could be reached by next Thursday," reports Louis Llovio of the Richmond Times - Dispatch. Mr. Llovio says Judge Huennekens reluctantly agreed to give the Debtors and the Committee more time to "work out differences" but warned that if things aren't resolved by the next hearing, he will order mediation. Gregg M. Galardi, Circuit City's lead attorney in the bankruptcy case, said beginning mediation now would cause further delays and reopen "old wounds," notes the Dispatch. According to the report, both sides have been working feverishly for the past four days discussing details in the bylaws and the makeup of a committee that will oversee a liquidating trust set up to hand out any remaining funds from the sale of the company's assets. To recall, the Debtors and the Creditors' Committee filed their First Amended Joint Plan of Liquidation on September 24, 2009. The Disclosure Statement to the Joint Plan was approved on September 24, 2009. On June 1, 2010, the Creditors' Committee filed its proposed Plan of Liquidation. The Joint Plan and the Committee Plan both provide for the liquidation of the Debtors' remaining assets and distributions to creditors through a liquidating trust. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CIRCUIT CITY: G. McCall Wants $18 Mil. Reserve for 503(b)(9) Claim ------------------------------------------------------------------ Gregory Lee McCall asks the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to lift the automatic stay so he may pursue civil proceedings he has filed against the Debtors in the District Court of Johnson County, Kansas, under civil case no. 04-cv-2240. In the State Action, Mr. McCall alleges that on February 15, 2002, certain Circuit City Stores, Inc. employees entered his home and "removed electronic appliances and other property under the guise that lawful authority existed to commit the acts. . ." He points out that he resides in Missouri and that the Debtors "traveled across state lines from Kansas into Missouri without first establishing a legal standing to do so." Mr. McCall tells the Court that he did not learn of the Debtors' acts until well into 2004 when he filed suit seeking the recovery of his property and compensation for criminal trespass. Mr. McCall was subsequently granted the right to trial in order to establish liability. However, before trial could commence and settlement proceedings could be concluded, the Debtors filed for Chapter 11. In addition to lifting the automatic stay, Mr. McCall asks the Court to (i) establish a $18,000,000 reserve for his exclusive benefit and from which the allowed amount of his 503(b)(9) claim will be paid; and (ii) establish a $1,000,000 reserve for reasonable attorney fees and costs associated with the prosecution of the State Action against the Debtors. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Circuit City Stores Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' corporate credit rating on the Carpinteria, Calif.-based CKE Restaurants Inc. remains on CreditWatch, where it was placed with negative implications on Feb. 26, 2010. If the proposed acquisition by Apollo is approved by shareholders and completed, S&P expects to lower its corporate credit rating on CKE to 'B' from 'BB-', and assign a stable rating outlook. The stable outlook would reflect S&P's expectation that CKE could maintain credit ratios appropriate for the rating category, despite likely weaker profitability as a result of sales declines. To finance the transaction, CKE is issuing a $100 million senior secured, first-lien revolving credit facility and $600 million of senior secured second-lien notes. S&P is assigning a 'BB-' issue- level rating to the senior secured credit facility with '1' recovery rating, indicating S&P's expectation of very high (90%- 100%) recovery of principal in the event of default. S&P is also assigning a 'B' issue rating to the second-lien notes with a '4' recovery rating, indicating its expectation of average (30%-50%) recovery of principal in the event of default. Upon successful completion of the acquisition and the refinancing, S&P expects to withdraw its 'BB+' issue rating and '1' recovery rating on the currently outstanding senior secured credit facility. "The rating on CKE Restaurants Inc. reflects its participation in the highly competitive quick service restaurant industry and a capital structure that will be highly leveraged after the transaction is completed," said Standard & Poor's credit analyst Charles Pinson-Rose. The transaction and proposed capital structure will add over $300 million of debt and weaken credit ratios accordingly. Operating lease-adjusted debt to EBITDA will increase to 5.6x on a pro-forma basis from 4.0x at end of fiscal 2010 (Jan. 31, 2010), while EBITDA coverage of interest will worsen to about 2.0x from 3.5x, respectively. COLUMBIA LAKE: Moody's Assigns 'Ba2' Rating on $100 Mil. Facility ----------------------------------------------------------------- Moody's Investors Service assigned a (P)Ba2 rating to Columbia Lake Acquisition Corp's proposed $100 million guaranteed 1st lien revolving credit facility and a (P)B2 to the company's $600 million guaranteed senior secured 2nd lien notes. Moody's also assigned Columbia a (P)B2 Corporate Family Rating and Probability of Default Rating and an SGL-2 Speculative Grade Liquidity Rating. Proceeds from the proposed $600 million secured note offering along with approximately $460 million in common equity contributed by Apollo Management will be used to fund Columbia's acquisition of CKE Restaurants Inc. Upon consummation of the acquisition, Columbia Lake Acquisition, Corp. will be merged with and into CKE, with CKE being the surviving entity. Moody's ratings are subject to receipt and review of final documentation. The (P)B2 CFR reflects Columbia's weak debt protection metrics and Moody's expectation that CKE's operating performance will continue to be negatively impacted by historically high unemployment and intense competition. The ratings also reflect the company's reasonable scale, multiple concepts which add diversity, diversified day part which boosts returns on invested capital, and good liquidity. The stable outlook reflects Moody's view that Columbia's debt protection metrics should remain near current ranges despite persistently soft consumer spending trends due in part to a continued focus on cost reductions. The outlook also expects that the company will maintain adequate liquidity. New ratings assigned: * Corporate Family Rating at (P)B2 * Probability of Default Rating at (P)B2 * $100 million guaranteed 1st lien senior secured revolving credit facility due 2015 at (P)Ba2 (LGD1, 4%) * $600 million guaranteed 2nd lien senior secured notes due 2018 at (P)B2 (LGD3, 49%) * SGL-2 Speculative Grade liquidity rating The ratings outlook is stable This is an initial rating for Columbia Lake Acquisition Corp. Columbia Lake Acquisition, Corp. is in the process of acquiring CKE Restaurants, Inc., which owns, operates, and franchises, approximately 3,141 quick-service restaurants under the brand names Carl's Jr. and Hardee's. Annual revenues are approximately $1.4 billion. COMFORCE CORP: Shareholders Elect 6 to Board of Directors --------------------------------------------------------- COMFORCE Corporation's shareholders elected six individuals to the board of directors to serve for a term of one year. * John C. Fanning * Harry V. Maccarrone * Kenneth J. Daley * Daniel Raynor * Gordon Robinett * Pierce J. Flynn About COMFORCE Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS) provides outsourced staffing management services that enable Fortune 1000 companies and other large employers to consolidate, automate and manage staffing, compliance and oversight processes for their contingent workforces. The Company also provides specialty staffing, consulting and other outsourcing services to Fortune 1000 companies and other large employers for their healthcare support services, technical and engineering, information technology, telecommunications and other staffing needs. In addition, the Company provides funding and back office support services to independent consulting and staffing companies. As of Dec. 27, 2009, the Company's balance sheet showed total assets of $165.2 million and liabilities of $180.7 million for a $15.4 million total stockholders' deficit. CONTECH CONSTRUCTION: S&P Puts 'B-' Rating on CreditWatch Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings, including the 'B-' corporate credit rating, on Contech Construction Corp. on CreditWatch with negative implications. "The CreditWatch listing reflects S&P's increasing concerns regarding the company's ability to remain in compliance with covenants that govern its senior secured credit facilities," said Standard & Poor's credit analyst Thomas Nadramia. Weakening commercial construction activity combined with poor weather conditions in much of the country during the quarter ended March 31, 2010, have hurt Contech's operating results. In addition, the company faces more restrictive covenants under its existing bank facility credit agreement over the next several quarters, with its net debt to EBITDA covenant stepping down to 5.5x at June 30, 2010, and interest coverage stepping up to 2.15x. At March 31, 2010, cushion under the covenants was sufficiently thin that a minor deterioration in results would result in a violation of the covenants. Therefore, S&P expects Contech will be required to seek amendments or waivers of its covenant requirements or pursue further restructuring of its debt obligations. In resolving the CreditWatch listing, S&P will assess Contech's plans to address potential near- to intermediate-term liquidity constraints caused by the covenant changes given the difficult operating and credit market conditions that are likely to continue during this period. CONTINENTAL AIRLINES: Expects to End Q2 with $3.5-Bil. Cash ----------------------------------------------------------- Continental Airlines on Monday issued an investor update providing information on Continental's guidance for the second quarter and full year 2010 on a standalone basis. The report does not take into account any changes that could result from the proposed merger with UAL Corporation. Continental Airlines anticipates ending the second quarter of 2010 with an unrestricted cash, cash equivalents and short-term investments balance of approximately $3.5 billion. The Company's previous estimate provided on April 22, 2010 assumed the holders of its $175 million 5% convertible notes would exercise their initial put option and that the notes would be repurchased by the Company and settled in cash. Holders of the notes chose not to exercise this initial put option which expired on June 14, 2010, and as a result, the notes remain outstanding. Continental has filed with the Securities and Exchange Commission Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by Continental with respect to the right of each holder of the Notes to sell -- and the obligation of the Company to repurchase the Notes -- as set forth in the Company Notice to Holders of 5% Convertible Notes due 2023, dated May 17, 2010, and the Supplement to Company Notice to Holders of 5% Convertible Notes due 2023, dated May 23, 2010. According to Amendment No. 2, the Company was advised by The Bank of New York Mellon, as paying agent, that no Notes were validly surrendered for purchase and not withdrawn prior to the expiration of the Put Option. The Company can elect to exercise its call option in accordance with the terms of the indenture for the notes. As of June 18, 2010, scheduled debt and capital lease payments for the full year 2010 are $813 million, with $151 million paid in the first quarter and approximately $261 million, $76 million and $325 million scheduled in the second, third and fourth quarters of 2010, respectively. For the second quarter of 2010, the Company expects both its consolidated and mainline load factors to be up about 1.5 points year-over-year compared to the same period in 2009. For the full year 2010, Continental expects its consolidated capacity to be up 0.5% to 1.5% yoy. Mainline capacity is expected to be up 0.5% to 1.5% yoy, with mainline domestic capacity down 0.5% to 1.5% yoy and mainline international capacity up 2% to 3% yoy. The Company is expecting to record a foreign exchange loss in the second quarter 2010 due to recent declines in the value of many foreign currencies against the U.S. dollar. Declines primarily in the euro and British pound against the U.S. dollar have resulted in losses on foreign-denominated cash and other receivables related to its operations in those areas of the world. The Company estimates that its foreign exchange losses in the second quarter 2010 will be approximately $10 million. As of June 18, 2010, the Company has contributed $74 million to its tax-qualified defined benefit pension plans. The Company estimates that its remaining minimum funding requirements for calendar year 2010 are approximately $50 million. The Company estimates that its non-cash pension expense will be approximately $215 million for 2010. This amount excludes non- cash settlement charges related to lump-sum distributions. Settlement charges are possible during 2010, but the Company is not able at this time to estimate the amount of these charges. A full-text copy of the investor update is available at no charge at http://ResearchArchives.com/t/s?651f On June 14, 2010, Continental said it plans to launch new daily nonstop flights between Houston and Lagos, Nigeria, beginning November 10, 2011, subject to government approval. It will be the first daily scheduled service offered between Texas and Africa by any carrier. Lagos will be Continental's first destination in Africa and the 30th city in its trans-Atlantic route network. It is the second new international destination announced in the last month that will be served nonstop from Houston, Continental's largest hub. Continental currently serves 63 international destinations nonstop from Houston and recently announced plans to begin nonstop service between Houston and Auckland beginning November 16, 2011, subject to government approval. Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. CONTINENTAL AIRLINES: Local Governments, et al. Support Merger -------------------------------------------------------------- UAL Corp.'s United Air Lines and Continental Airlines disclosed last week they have received broad support from local governments, civic and other various organizations and airport directors for their proposed merger. A list of those who publicly gave their support to the merger is available at no charge at: http://ResearchArchives.com/t/s?650a On June 15, Jeffery Smisek, Continental's Chairman, President and Chief Executive Officer, and Zane Rowe, Continental's Executive Vice President and Chief Financial Officer, made a presentation at the Bank of America Merrill Lynch 2010 Global Transportation Conference. A full-text copy of the presentation is available at no charge at http://ResearchArchives.com/t/s?6521 A full-text copy of the transcript of the presentation by Messrs. Smisek and Rowe is available at no charge at http://ResearchArchives.com/t/s?6522 Kathryn A. Mikells, Executive Vice President and Chief Financial Officer of UAL Corporation and United Air Lines, Inc., also spoke at the Bank of America Merrill Lynch Global Transportation Conference. A full-text copy of the presentation is available at no charge at http://ResearchArchives.com/t/s?6508 Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. CONTINENTAL AIRLINES: Testifies, With UAL, Before House Panel ------------------------------------------------------------- UAL Corp.'s Glenn Tilton and Continental Airlines' Jeff Smisek testified on June 16 before two U.S. House subcommittees about the benefits of the merger for employees, customers, shareholders and the communities both United and Continental serve. Also testifying before the House Transportation and Infrastructure and Judiciary committees were representatives from labor unions and witnesses representing different points of view on anti-trust issues and industry competition. Messrs. Tilton and Smisek both discussed the challenges the industry faces and its chronic inability to cover its costs. They explained that the merger is one step the two companies can take toward achieving sustained profitability. "We must create economic sustainability through the business cycle, and to that end our objective at United has been consistent -- to put our company on a path to sustained profitability," Mr. Tilton said. "Our proposed merger is a logical and essential step toward our objective of sustained profitability." Representatives from the IAM, AFA, and ALPA, the pilots' union for both airlines, testified. ALPA representatives said the merger represents an opportunity for both airlines. "United and Continental managements now stand at the threshold of what could be a great airline, one that sees sustainable profits and will also provide unmatched service to our customers," said Captain Wendy Morse, chairman of United's ALPA master executive council, in her written testimony to the committees. "The proposed merger between United and Continental represents not only an opportunity for both airlines, but a possible sea-change in the economic direction and customer satisfaction for the airline industry. How this merger is handled will determine whether it is change for the better." Rep. James Oberstar, chairman of the Transportation and Infrastructure Committee, suggested the proposed merger would reduce competition, which he believes is counter to the intention of Congress in legislating for a deregulated market. Others on the committee spoke in favor of the merger and entered into the record hundreds of letters of support from the communities they represent. Rep. Frank LoBiondo, a New Jersey Republican, said the merger will strengthen both United and Continental and help reduce job losses. "Do we want to see our employees go by the wayside?" he asked. William Swelbar, research engineer for the MIT International Center for Air Transportation, testified that the proposed merger would enable United and Continental to better compete both domestically and globally. "The network carrier model of the 1980s and 1990s does not work in today's environment," Mr. Swelbar testified. "Consolidation is a logical step to position airlines in a highly fragmented domestic and global industry to better weather the financial challenges that have caused years of economic pain for many stakeholders and a rising tide of red ink." Both Messrs. Tilton and Smisek returned to testify before the Senate Commerce, Science and Transportation Committee on June 17. Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. C.P.A. INSURANCE: A.M. Best Upgrades FSR to 'B+' ------------------------------------------------ A.M. Best Co. has upgraded the financial strength rating to B+ (Good) from B (Fair) and issuer credit rating to "bbb-" from "bb" of C.P.A. Insurance Company (C.P.A.) (West Bloomfield, MI). The outlook for both ratings is stable. The ratings reflect C.P.A.'s change in ownership in 2008, as well as the replacement of the management team under the previous owner. Other positive rating factors are the low underwriting leverage and well-defined niche market, providing railroad workers job loss insurance for over 100 years. C.P.A. also has very strong capitalization as measured by its high Best Capital Adequacy Ratio (BCAR). These positive rating factors are offset by C.P.A.'s significant ownership interest in Premium Finance, Inc., which constitutes 60% of surplus at year-end 2009, and the potential inherent risk associated with the ramp up of the new business plan as C.P.A. enters new lines of business. The positive rating outlook recognizes C.P.A.'s low underwriting leverage and A.M. Best's anticipation of improved underwriting performance through the company's focus on achieving expense efficiencies, while prudently growing its premium base. The new ownership plans for C.P.A. to expand into other lines of business as it obtains a full property and casualty license and gains admission into additional states. C.P.A. plans on reinsuring all of the risks on new lines of business, resulting in high ceded leverage and elevated credit risk. A.M. Best remains the leading rating agency of captive insurers rating a wide variety of more than 200 captives in the United States and throughout the world. DANAOS CORP: Financial Covenant Violations Cue Going Concern Doubt ------------------------------------------------------------------ Danaos Corporation filed on June 18, 2010, its annual report on Form 20-F for the year ended December 31, 2009. PricewaterhouseCoopers S.A., in Athens, Greece, 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 Company noted of the Company's inability to comply with financial covenants under its current debt agreements as of December 31, 2009, and its negative working capital deficit. As of December 31, 2009, the Company was newly in breach of the corporate leverage ratio in its $60 million credit facility with HSH Nordbank and the market value adjusted net worth covenant under its $180 million credit facility with Deutsche Bank, in each case for which the Company has not obtained a waiver. In addition, although the Company was in compliance with the covenants in its credit facility with the Export-Import Bank of Korea under the cross default provisions of this credit facility, and the cross default provisions of the Company's other credit facilities for which waivers have been obtained during 2009, the respective lenders could require immediate repayment of the debt outstanding thereunder. The Company classified its long-term debt of $2.3 billion as of December 31, 2009, as current debt. The Company continues to pay loan installments and accumulated or accrued interest as they fall due under the existing credit facilities. The Company reported net income of $36.1 million on $319.5 million of revenue for 2009, compared with net income of $115.2 million on $298.9 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $3.143 billion in assets, $2.737 billion of liabilities, and $405.6 million of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6519 Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC) -- http://danaos.com/-- is an international owner of containerships, chartering its vessels to many of the world's largest liner companies. The Company operates through a number of subsidiaries incorporated in Liberia and Cyprus. As of May 31, 2010, the Company had a fleet of 45 containerships aggregating 193,629 TEUs, making the Company among the largest containership charter owners in the world, based on total TEU capacity. DAVI SKIN: Files for Chapter 11 Protection ------------------------------------------ BankruptcyData.com reports that Davi Skin, also known as, MW Medical, has filed for Chapter 11 protection (Bankr. D. Nev. Case No. 10-20965). The Company, which is involved with cosmetics' manufacturing, is represented by Timothy S. Cory of Timothy S. Cory & Associates. Davi Skin has not filed an annual report with the Securities and Exchange Commission since May 2008. Davi Skin, which was previously known as MW Medical, emerged from a previous Chapter 11 filing on November 19, 2002. DAVID MEARS: Creditors Have Until July 10 to File Proofs of Claim ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has established July 10, 2010, as the last day for any individual or entity to file proofs of claim against David George Mears. The Court also set October 13 as governmental unit bar date. Proofs of claim must be filed with: Clerk of the U.S. Bankruptcy Court 219 South Dearborn Street, Room 710 Chicago, IL 60604 Wayne, Illinois-based David George Mears filed for Chapter 11 bankruptcy protection on April 12, 2010 (Bankr. N.D. Ill. Case No. 10-16088). Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner & Davis, assists the Company in its restructuring effort. DENTON LONE: Disclosure Statement Hearing Set for July 19 --------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas will consider approval of a Disclosure Statement explaining Denton Lone Oak Holdings, L.P.'s Chapter 11 Plan at July 19, 2010, at 10:30 a.m. The hearing will be held at Plano - U.S. Bankruptcy Court, Suite 300B, 660 North Central Expressway, Plano, Texas. Objections, if any, are due on July 12. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan contemplates reorganizing its business through a restructuring of the debt and continued operation of the hotel. The Debtor intends to service its plan obligations from August 2010, to December 2015. Rainier/Lacey submitted a $20,000 bid to purchase the new partnership interest and, in the event that they are the successful bidders, they will receive the new partnership interests. Treatment of Claims Class 2 - Secured Denton County/City Tax Claims -- holder will retain any lien it holds and will receive payment in full. Class 3 - Priority Employee Claims -- will be paid in accordance with the Debtor's prepetition custom and practice. No interest will be paid on Priority Employee Claims. Class 4 - Comptroller Claims -- will receive 100% of its allowed claims. Class 5 - Unsecured Claims -- each holder of the claim will receive 100% of their proportionate share of these yearly payments: 2010 - $60,000 2011 - $20,000 2012 - $30,000 2013 - $67,000 2014 - $67,000 2015 - $66,044 The Debtor will make the payments yearly but only until each holder is paid in full. No interest will be paid on unsecured claims. Class 6 - TFL Claims -- upon full payment of Class 5 claims, TFL will receive an amount equal to 10% of its allowed claim. Class 7 - Subordinated Insider Claims -- upon full payment of Class 6 claims, each holder of Subordinated Insider Claims will receive their proportionate share of 30% of the Debtor's yearly net profit until paid in full. Class 8 - Current Partnership Interest will be cancelled on the effective date and new partnership interests will be issued to the new partnership owners. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DentonLone_DS.pdf The Debtor is represented by: Hiersche, Hawyward, Drakeley & Urbach 15303 Dallas Parkway, Suite 700 Addison, TX 75001 Tel: (972) 701-7000 Fax: (972) 701-8765 About Denton Lone Denton Lone Oak Holdings, L.P., owns and operates a hotel in Denton, Texas. The Company filed for Chapter 11 bankruptcy protection on March 15, 2010 (Bankr. E.D. Texas Case No. 10- 40836). Russell W. Mills, Esq., at Hiersche Hayward et al., assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DETROIT MEDICAL: Focus Management Reviewing Sale to Vanguard ------------------------------------------------------------ Focus Management Group USA, Inc., has been retained by the Department of the Attorney General for the State of Michigan to work cooperatively in a review of the proposed sale of substantially all assets of Detroit Medical Center and its affiliates (DMC) to Vanguard Health Systems (Vanguard). On June 11, the DMC, Michigan's largest provider of safety-net care to the poor, announced it had signed a $1.2 billion contract with Vanguard Health Systems of Nashville, TN, to sell the eight- hospital system and related entities. The two parties hope to complete the sale by November 1, 2010, pending State reviews. Focus will be responsible for providing the Department with a comprehensive assessment of the financial and operational aspects of DMC and Vanguard with a view to ensuring, among other aspects, the ability of the successor entity post-transaction to maintain the provision of charity care and core services. Leading the review of the proposed sale are Focus Managing Directors James Hopwood -- j.hopwood@focusmg.com -- and Daniel McMurray. Mr. Hopwood has extensive healthcare experience in a broad base of financial management positions, with in-depth experience in accounting and finance, capital raising, revenue cycle management, labor productivity and cost restructuring, cash flow forecasting, financial analysis, and mergers and acquisitions. McMurray is a senior executive with more than 30 years experience in the healthcare industry, has served as Patient Care Ombudsman in numerous situations, and has a proven track record of achievements working for healthcare systems, individual hospitals, and medical institutions and associations. Mr. Hopwood is based out of the firm's Chicago, IL office and can also be reached at (773) 724-2082. Based out of Tampa, FL, Mr. McMurray -- d.mcmurray@focusmg.com -- can be reached at (813) 281- 0062. About Focus Management Group Focus Management Group -- http://www.focusmg.com/-- provides nationwide professional services in turnaround management, insolvency proceedings, business restructuring and operational improvement with a senior-level team of 130 professionals. Headquartered in Tampa, FL, with offices in Atlanta, Chicago, Cleveland, Columbus, Dallas, Los Angeles and Philadelphia, the firm provides a full portfolio of services to distressed companies and their stakeholders, including secured lenders and equity sponsors. About Detroit Medical Detroit Medical Center operates eight hospitals, five of which are located on the main campus west of downtown Detroit. In 2009, on a consolidated basis DMC had total revenues of approximately $2.1 billion. Vanguard Health Systems, Inc., is an investor owned healthcare company that, as of Dec. 31, 2009, owned or operated 15 acute care hospitals in Texas, Arizona Illinois and Massachusetts. DRAGON PHARMA: To Ask Shareholders in July to OK Merger ------------------------------------------------------- Dragon Pharmaceutical Inc. will ask shareholders at a special meeting in July to consider and vote on these proposals: 1. to adopt the Agreement and Plan of Merger, dated as of March 26, 2010, by and among Dragon, Chief Respect Limited, a Hong Kong corporation, Datong Investment Inc., a Florida corporation and subsidiary of Chief Respect Limited, and Mr. Yanlin Han, pursuant to which Datong Investment Inc. will merge with and into Dragon and each holder of Dragon shares of common stock, excluding Mr. Han, will receive $0.82 per share; and 2. to adjourn or postpone the special meeting, if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes in favor of adoption of the Merger Agreement at the time of the special meeting. Dragon has yet to set a particular date for the meeting. The meeting will be held at Dragon's corporate office located at Suite 310, 650 West Georgia Street, in Vancouver, British Columbia, Canada. As reported by the Troubled Company Reporter on June 8, 2010, Chief Respect and Datong Investment inked an Agreement and Plan of Merger with Dragon pursuant to which Datong will merge with and into Dragon and all shareholders of Dragon, except certain shareholders, will receive $0.82 for each share of common stock of Dragon. Chief Respect Limited and Datong Investment have entered into a Promissory Note dated as of May 17, 2010, with Yang Yong as lender. The Lender will provide $10,000,000 to Chief Respect for the Borrowers to complete the Merger Agreement. The Principal Amount will be due and payable on December 30, 2011. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?6524 The Special Committee of the Board of Directors of Dragon has engaged Canaccord Financial to provide an opinion as to the fairness from a financial point of view, of the consideration paid to Dragon shareholders, by Mr. Han. A full-text copy of Discussion Notes Preliminary Prepared By Canaccord Financial on March 3, 2010, is available at no charge at http://ResearchArchives.com/t/s?6526 A full-text copy of Discussion Notes Preliminary Prepared By Canaccord Financial on March 24, 2010, is available at no charge at http://ResearchArchives.com/t/s?6527 About Dragon Pharmaceutical Incorporated in Florida and headquartered in Vancouver, Canada, Dragon Pharmaceutical Inc. -- http://www.dragonpharma.com/-- manufactures and distributes a broad line of antibiotic products including Clavulanic Acid and 7-ACA, a key intermediate to produce cephalosporin antibiotics and formulated drugs. Dragon Pharmaceutical is the third largest 7-ACA producer in China. The Company's balance sheet as of March 31, 2010, showed $200.1 million in assets, $132.9 million of liabilities, and $67.2 million of stockholders' equity. As reported in the Troubled Company Reporter on April 5, 2010, Chang Lee LLP, in Vancouver, Canada, said the Company's recurring working capital deficiency raises substantial doubt about its ability to continue as a going concern. The Company has a working capital deficiency of $56.7 million as at March 31, 2010. DYNCORP INTERNATIONAL: Gets Requisite Consents for 2013 Notes ------------------------------------------------------------- DynCorp International LLC has received, as of 5:00 p.m. New York City time, on June 18, 2010, tenders and consents from holders of $374,112,000 principal amount, or approximately 99.4%, of the 9.5% Senior Subordinated Notes due 2013 of DI and DIV Capital Corporation in connection with its previously announced cash tender offer and consent solicitation. The tender offer and consent solicitation is being conducted pursuant to that certain Agreement and Plan of Merger, dated as of April 11, 2010, by and among DynCorp International, Delta Tucker Holdings, Inc. and Delta Tucker Sub, Inc. Parent and Merger Sub are entities created on behalf of affiliated funds and/or managed accounts of Cerberus Capital Management L.P. Pursuant to the Merger Agreement, as of the effective time of the Merger, DynCorp International will become a wholly-owned subsidiary of Parent. As a result of the receipt of the requisite consents, DI and DIV Capital Corporation intend to enter into a supplemental indenture effecting the proposed amendments, substantially as described in the Offer to Purchase and Consent Solicitation Statement dated June 7, 2010, and the related Consent and Letter of Transmittal, with the trustee under the indenture. The proposed amendments, which will eliminate most of the restrictive covenants and certain events of default, will become operative when DI accepts for purchase the Notes validly tendered pursuant to the terms of the Offer Documents. Upon execution of the supplemental indenture, holders who have validly tendered their Notes may no longer withdraw their tenders and consents. DI's tender offer is subject to the conditions set forth in the Offer Documents including, among other things, the consummation of the Merger. However, completion of the tender offer and consent solicitation is not a condition to completion of the Merger. DI has retained Citi and BofA Merrill Lynch to act as dealer managers in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or BofA Merrill Lynch at (888) 292- 0070 (toll free) or (980) 388-9217 (collect). Copies of the Offer Documents and other related documents may be obtained from MacKenzie Partners, Inc., the information agent and depositary for the tender offer and consent solicitation, at (800) 322-2885 (toll free) or (212) 929-5500 (collect). About DynCorp International DynCorp International Inc., through its wholly-owned subsidiary DynCorp International LLC, is a global government services provider in support of U.S. national security and foreign policy objectives, delivering support solutions for defense, diplomacy, and international development. DynCorp International operates major programs in logistics, platform support, contingency operations, and training and mentoring to reinforce security, community stability, and the rule of law. DynCorp International is headquartered in Falls Church, Va. * * * As reported in the Troubled Company Reporter on April 14, 2010, Standard & Poor's Ratings Services placed its ratings, including its 'BB' corporate credit rating, on Falls Church, Va.-based DynCorp International LLC on CreditWatch with negative implications. ECHELON PROPERTY: A.M. Best Upgrades FSR to 'B+' ------------------------------------------------ A.M. Best Co. has upgraded the financial strength rating (FSR) to B+ (Good) from B (Fair) and issuer credit rating (ICR) to "bbb-" from "bb+" of Echelon Property & Casualty Insurance Company (Echelon) (Chicago, IL). Additionally, A.M. Best has affirmed the FSR of A- (Excellent) and ICR of "a-" of the direct parent company of Echelon, Guardian Insurance Company, Inc. (Guardian) (St. Thomas, Virgin Islands). The outlook for all ratings is stable. The upgrading of Echelon's ratings is based on its solid risk- adjusted capitalization, as well as the financial and operating support provided by Guardian. In 2008, Echelon was acquired by one of the subsidiaries of Lockhart Companies, Inc. (LCI), a U.S. Virgin Islands (USVI) corporation, which owns and operates commercial real estate and provides insurance and financial services in various markets. Echelon's new ultimate parent, LCI, made a $4.2 million capital contribution in 2008 and a $1.3 million capital contribution in 2009 that was driven by the merger of an affiliate, Guardian Property & Casualty, into Echelon. LCI has indicated its intention to support Echelon as management implements its re-underwriting and growth strategies. Furthermore, in fourth-quarter 2009, Echelon became a wholly owned subsidiary of Guardian, the lead insurance company under LCI, and benefits from common management. Partially offsetting the positive rating factors are Echelon's historical operating and underwriting losses. In addition, management's strategic business plans project continued losses over the near term, which in conjunction with projected premium growth, are expected to reduce risk-adjusted capitalization going forward. Furthermore, there is execution risk associated with the successful implementation of Echelon's business plans. The affirmation of the ratings for Guardian recognizes its strong risk-adjusted capitalization, solid operating results, dominant automobile market share, brand name recognition in the USVI marketplace and the financial support it receives from LCI. Partially offsetting these factors is Guardian's elevated expense structure, high dependence on reinsurance and the geographic concentration of business in the USVI. EMMIS COMMUNICATIONS: LKCM Funds Cut Class A Stake to 4.9% ---------------------------------------------------------- LKCM Private Discipline Master Fund SPC, LKCM Private Discipline Management, L.P., LKCM Alternative Management, LLC, Luther King Capital Management Corporation, J. Luther King, Jr. and J. Bryan King disclosed that as of June 14, 2010, they hold 1,636,482 shares or roughly 4.9% of the Class A Common Stock, par value $0.01 per share, of Emmis Communications Corporation. LKCM Private Discipline Master Fund SPC, LKCM Private Discipline Management, L.P., LKCM Alternative Management, LLC, Luther King Capital Management Corporation, J. Luther King, Jr. and J. Bryan King disclosed that as of June 1, 2010, they may be deemed to hold 2,763,429 shares or roughly 8.3% of Emmis' Class A shares. About Emmis Communications Headquartered in Indianapolis, Indiana, Emmis Communications Corporation owns and operates radio stations and magazine publications in the U.S. and in Europe. At February 28, 2010, the Company had $498,168,000 in total assets; $487,246,000 in total liabilities and $140,459,000 in Series A Cumulative Convertible Preferred Stock; and shareholders' deficit of $178,959,000. At February 28, 2010, the Company had non-controlling interests of $49,422,000 and total deficit of $129,537,000. As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. * * * In April 2009, Moody's cut its corporate family rating on the Company to 'Caa2'. In May 2009, S&P raised its corporate credit rating on the Company to 'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at the Company's request. ENERGAS RESOURCES: Posts $77,600 Net Loss for April 30 Quarter -------------------------------------------------------------- Energas Resources filed its quarterly report on Form 10-Q, reporting a net loss of $77,606 on $63,158 of total revenue for the three months ended April 30, 2010, compared with a net loss of $177,329 on $43,438 of total revenue during the same period a year ago. The Company's balance sheet at April 30, 2010, listed $7.3 million in total assets and $949,953 in total liabilities, for a stockholder's equity of $6.4 million. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?6509 About Energas Resources Based in Oklahoma City, Oklahoma, Energas Resources Inc. (OTC BB: EGSR) -- http://www.energasresources.com/-- is primarily engaged in the operation, development, production, exploration and acquisition of petroleum and natural gas properties in the United States through its wholly-owned subsidiary, A.T. Gas Gathering Systems Inc. In addition, the company owns and operates natural gas gathering systems located in Oklahoma, which serve wells operated by the company for delivery to a mainline transmission system. The majority of the company's operations are maintained and occur through A.T. Gas. Smith, Carney & Co. P.C. has expressed substantial doubt against Energas Resources Inc.'s ability as a going concern after auditing the Company's results for the fiscal year ended January 31, 2010. In its Form 10-K filed with the U.S. Securities and Exchange Commission, the Company reported a net loss of $1.9 million on $165,794 of total revenue for the year ended Jan. 21, 2010, compared with a net loss of $2.4 million on $284,297 total revenue during the same period a year ago. EVEREADY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb' --------------------------------------------------------------- A.M. Best Co. has downgraded the issuer credit rating (ICR) to "bb" from "bb+" and affirmed the financial strength rating of B (Fair) of Eveready Insurance Company (Eveready) (New York, NY). The outlook for both ratings has been revised to negative from stable. The ratings reflect Eveready's accelerated premium growth, elevated underwriting leverage, geographic risk concentration and comparatively high expense structure. These negative rating factors are partially offset by the company's adequate risk- adjusted capitalization, management's local market knowledge and its conservative investment portfolio. The outlook reflects the company's accelerated growth, which, if too excessive, could erode its capital base in the near to mid term. Eveready's elevated reserve leverage is due to its highly litigious downstate New York automobile marketplace. As a result, operating results are subject to changes in the regulatory and legislative environment, as well as competitive market pressures. Elevated underwriting leverage measures have been attributed to competitive market conditions and the company's business mix change, which emphasizes automobile physical damage business. In addition, Eveready's earnings over the past several years have been tempered by persistent unprofitable underwriting results and an elevated expense structure. These negative rating factors are partially offset by Eveready's loss experience, which has been favorable in recent years as reflected by its five-year average pure loss ratio derived from management's local market expertise and strong relationships with key producers. Operating performance has further benefited from the company's profitable physical damage book, newly launched underwriting system accompanied by a new pricing structure, as well as other income generated through installment fees. Additionally, Eveready uses its "No-Fault Billing Projection Model" as an effective monitoring tool to assist in forecasting ultimate no-fault losses. EXTENDED STAY: Committee Wants Exclusivity Terminated ----------------------------------------------------- On the eve of the June 17, 2010 scheduled hearing for the adequacy of Extended Stay Inc.'s Disclosure Statement, the Official Committee of Unsecured Creditors filed a motion in court asking Bankruptcy Judge James Peck to: (i) terminate the Debtors' exclusive periods to file a plan of reorganization and solicit acceptances for that plan; and (ii) adjourn the Disclosure Statement hearing relating to Debtors' Fifth Amended Plan of Reorganization. Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, revealed that the Creditors Committee and affiliates of Starwood Capital Group Global, L.P., seek to file promptly an alternative plan of reorganization, which offers substantially greater value to all constituencies. The plan, according to Mr. Power, is premised on a total capitalization of the reorganized entities of at least $4.8 billion, including a new cash investment of approximately $700 million. The Committee/Starwood Plan offers substantially greater distributions to creditors, including distributions comprised of equity and warrants to creditors currently out of the money under the Debtors' Fifth Amended Plan, resulting in hundreds of millions of dollars in additional value for the Debtors' bankruptcy estates and their creditors, Mr. Power told the Court. Under the Committee/Starwood Plan, he added, all significant unsecured creditors have the potential for realizing a recovery on their claims depending on the total enterprise value at the time the warrants are exercised and through a current rights offering, fully backstopped by Starwood. Mr. Power summarized the salient points of the proposed Committee/Starwood Plan compared to the Fifth Amended Plan are: Transaction ESI/Centerbridge Plan Committee/Starwood Plan ----------- --------------------- ---------------------- Mortgage Debt Only proposes to pay Reinstates Mortgage on the Effective Date Debt at $4.1 billion $3.925 billion to the with all contractual Mortgage Debt Parties. non-default interest The Debtors and Special and amortization Servicer argue that paid, representing a this will result in full recovery to the them having a Mortgage Debt Parties significant deficiency with no deficiency claim of nearly $200 mil. claim. Mortgage Debt Parties will be unimpaired. Distribution Plan sponsor owns 100% Mezzanine Creditors of Equity of the reorganized are provided 5% of entities' equity, with the reorganized nothing being distributed entities' equity and to creditors. possibly significantly more depending on the level of participation in the rights offering, distributed in accordance with the Intercreditor Agreement. Rights No rights offering. Fully committed and Offering backstopped rights offering of 20% of primary equity to Mezzanine Creditors for approximately $140 million. Warrants No warrants offered. Mezzanine Creditors receive warrants for 20% of the reorganized entities. Litigation Inadequately funds Initially funds Trust litigation trust with litigation trust with a $5 million advance. $15 million loan and Furthermore, net recoveries will be recoveries would first distributed to to the Mortgage Debt unsecured creditors. Parties to the extent of their allowed deficiency claim. A full-text copy of the term sheet of the Committee/Starwood Plan is available for free at: http://bankrupt.com/misc/ES_CommPlan_TermSheet_061610.pdf The Creditors Committee also submitted to the Court an additional exhibit to the Exclusivity Termination Motion. The Creditors Committee reveals that the estimated cost to Reinstate Mortgage at emergence is $67.8 million, of which emergence is assumed to occur on September 10, 2010. On behalf of the Creditors Committee, Mr. Power contends that he May 27, 2010 auction, whereby the $3.925 billion offer for plan funding from a group of investors led by Centerbridge Partners LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P. was selected as the winning bid, was not a sale process conducted under the provisions of Section 363 of the Bankruptcy Code. "Rather, it was the Debtors' construct designed to permit it to choose a sponsor for its plan," he says. The Creditors Committee believes that the auction process overseen by the Debtors was fundamentally flawed in its coercive effect of forcing all-cash bids due to the undue influence by the Mortgage Debt Parties. "Such actions rendered the Debtors' auction incapable of realizing the maximum value of the Debtors' business," Mr. Power points out. Under this backdrop, the Creditors Committee has elected to press forward with its alternative plan, which it believes is in the best interest of all creditor constituencies. "As the Committee/Starwood Plan offers substantially greater value to the estates and all creditor classes, the Court should terminate the Debtors' exclusive periods and permit the two competing plans to be presented simultaneously to creditors for voting," Mr. Power says. "[T]he creditors should be permitted to evaluate the competing plans in tandem to make an informed decision." Concurrently, the Creditors Committee averred that an adjournment of the Disclosure Hearing was necessary because the Fifth Amended Plan filed on June 8 was not at all similar to the Fourth Amended Plan. Mr. Power argued that the Fifth Amended Plan is the product of an "all-cash" bid, and is a completely different plan than that previously proposed. He maintained that the Debtors violated the 28-day notice period requirement under Rules 2002(b) and 3017(a) of the Federal Rules of Bankruptcy Procedure by their attempts to foist the Fifth Amended Plan merely 8 days before the scheduled June 17 Disclosure Statement Hearing upon constituents via their end-run around the statutory notice period. Starwood Capital Group Global, L.P. and certain of its affiliates joined, supported and adopted the reasoning set forth in the Exclusivity Termination Motion of the Creditors Committee. The Creditors Committee also asked the Court for an expedited hearing on its request. The Committee's counsel, Mr. Power, filed a declaration in support of the Motion to Shorten. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Court Affirms Auction Results, Centerbridge Deal --------------------------------------------------------------- Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York approved the results of the auction on the assets of Extended Stay Inc.'s debtor affiliates after losers withdrew their objections to the $3.9 billion deal, Bloomberg News reports. "It is my view based upon what I have read that the auction was fairly conducted, that it took quite a long time, involved very sophisticated parties and produced an extraordinarily good result," Reuters' Caroline Humer quoted Judged Peck at a hearing held last June 17. A group of investors led by Centerbridge Partners LP, Paulson & Co., and Blackstone Real Estate Associates VI L.P. emerged as the winner of the May 27, 2010 auction for the Extended Stay plan sponsorship, beating out another bidder led by Starwood Capital Group and TPG Capital. Starwood earlier opposed the auction results and teamed up with the Official Committee of Unsecured Creditors in an effort to file a competing plan for the creditors to vote on. Starwood's bid was $3.88 billion in cash, according to Reuters. In light of the selection of the auction winner, the Debtors filed a Fifth Amended Joint Chapter 11 Plan of Reorganization and Disclosure Statement on June 8, 2010, to reflect Centerbridge's $3.925 billion offer for plan funding. The Centerbridge winning bid provides for an all cash purchase of ESA Properties LLC and 73 other debtor affiliates. Aside from the cash, Centerbridge also offered to contribute certificates, representing interests in a pre-bankruptcy $4.1 billion mortgage loan for the equity of ESI's debtor affiliates. The hearing to consider the Disclosure Statement accompanying the Extended Stay/Centerbridge Plan commenced on June 17, 2010. At the hearing, Judge Peck said he would approve a summary of the Plan to allow the Debtors' creditors to begin voting on it, David McLaughlin of Bloomberg News reports. "When you submit it, I'll be happy to review it and will likely enter it," Reuters quoted Judge Peck as saying. Although Starwood dropped its objection to the auction results, it told the Court that together with the Creditors Committee, it will move ahead with its request to file a rival plan, Reuters reports. Judge Peck, however, said he is "not inclined" to grant approval of Starwood's request, Bloomberg News says. The report adds that Judge Peck criticized Starwood for complaining that the auction process was unfair. "Starwood had its opportunity, voluntarily chose to participate in the auction, but more to the point, voluntarily chose to walk away," Judge Peck said. Judge Peck, Reuters relates, will not schedule until July 20, 2010, a hearing to consider the Creditors Committee and Starwood's motion to terminate the Debtors' exclusivity periods for an opportunity to file a competing plan. Starwood's counsel has argued that the schedule would make it impossible to file a plan. Debtors Insist Auction was Fair; Creditors Committee, et al., Assert Objections Prior to the commencement of the Disclosure Statement Hearing, the Debtors filed with the Court a reply (i) in further support of their request for approval of the Investment and Standby Purchase Agreement with the successful bidder and the Disclosure Statement, and (ii) in response to the objections to the Disclosure Statement Motion filed by: -- the Official Committee of Unsecured Creditors; -- Debt-U ESH, L.P. and Debt II ESH, L.P., affiliates of Starwood Capital Group Global, L.P.; and -- Manufacturers and Traders Trust Company, as Indenture Trustee. In its objection document, the Creditors Committee asked the Court to delay the Disclosure Statement hearing through July 6 or have the Disclosure Statement heard at the July 20 omnibus hearing. The Creditors Committee insisted that in light of the recently filed Fifth Amended Plan, the Debtors are not providing parties-in-interest a fair opportunity to review the Disclosure Statement and Amended Plan. The Creditors Committee also asked the Court to deny approval of the Disclosure Statement on grounds that it contains inadequate information and it fails to meet the "fair and equitable" requirements of Section 1129 of the Bankruptcy Code. The Creditors Committee added that it has been approached by the Starwood investors regarding an alternative plan funding proposal that will provide hundreds of millions of dollars in additional value for the Debtors' estates. A copy of the chart that summarizes the remaining issues raised in the Disclosure Statement Objections, other than those that relate to confirmation issues, and the Debtors' responses to those Objections is available for free at: http://bankrupt.com/misc/ESI_DSObj_Responses_06162010.pdf Representing the Debtors, Marcia Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, contended that the Objectors' contention is a classic case of "sour grapes." She maintained that the Debtors conducted an almost 19-hour of active bidding auction for the right to sponsor the Debtors' plan, which auction ensured a level playing field for the competing bidders. Ms. Goldstein asserted that the Court should not permit Starwood to do an end run around an auction in which it voluntarily participated, by belatedly contending that the Debtors did not get full value for their assets. She also argued that the concerns of the Creditors Committee and M&T are issues that should be raised, if at all, at the Plan confirmation hearing. Parties Support Debtors' Plan Several parties-in-interest filed separate statements and responses in support of the Fifth Amended Plan and in reply to the Creditors Committee and Starwood's objection to that Plan. The Responding Parties include: -- Banc of America Securities LLC and Bank of America, N.A.; -- Centerbridge Partners, L.P., and Paulson & Co. Inc., each on behalf of various investment funds and accounts they managed, and Blackstone Real Estate Partners VI L.P. on behalf of itself and its parallel funds and related alternative vehicles; -- CWCapital Asset Management LLC, solely in its capacity as Special Servicer; and -- Wells Fargo Bank, N.A., as successor to Wachovia Bank, N.A. UBS Securities LLC and Cerberus Capital Management, L.P., filed a joinder in support of the Statements and Responses. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: U.S. Bank Has Time to Make Election on $4B Claim --------------------------------------------------------------- Bankruptcy Judge James Peck grants in part U.S. Bank N.A.'s amended motion, seeking additional time to make an election of its $4.1 billion claim against Extended Stay Inc. and its debtor affiliates. As previously reported, U.S. Bank asked the Court to allow it to make an election of its claim until at least 30 days after the later to occur of: (i) the approval of the Disclosure Statement accompanying the Debtors' Third Amended Chapter 11 Plan of Reorganization; or (ii) a modification of the plan that changes, amends or alters th0 treatment of U.S. Bank's claim. The Debtors filed a Fifth Amended Plan of Reorganization on June 8, 2010. Pursuant to the terms of the Plan Support Agreement dated June 4, 2010, the Special Servicer may not make any election under Section 1111(b) of the Bankruptcy Code in connection with the Plan. CWCapital Asset Management LLC, in its capacity as Special Servicer for the Successor Trustee, has filed an amended order setting forth a consensual resolution concerning the motion among the Special Servicer, the Debtors, and the Official Committee of Unsecured Creditors. The request, therefore, is deemed withdrawn with respect to the Special Servicer's right to make its Election under Section 1111(b) solely with respect to the Plan. Judge Peck also extends the deadline for the Special Servicer to make its Election under Section 1111(b) through a date to be determined by a further Court order solely with respect to any plan, other than the Debtors' Plan, that is proposed in the Debtors' bankruptcy cases, if any. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ENVIROSOLUTIONS HOLDINGS: Second-Lien Creditors Oppose Plan ----------------------------------------------------------- Bill Rochelle at Bloomberg News reports that EnviroSolutions Holdings Inc. will face opposition from second-lien creditors and the official creditors committee at the July 21 hearing for approval of the Chapter 11 plan. The junior lenders argue that the first-lien creditors are being paid more than in full. The Official Committee of Unsecured Creditors likewise believes the company is worth more than the first-lien debt. The creditors committee urged unsecured creditors to vote against the Plan that was negotiated with holders of about 75% of the $211 million in first-lien debt. Bloomberg relates that the Plan calls for the first-lien creditors to receive almost all of the new stock, plus an $85 million secured term loan, in return for their existing $198 million term loan. The explanatory disclosure statement projects a 78% recovery on the existing term loan. Second-lien lenders, owed $23.3 million, are to receive $1.2 million cash. If they all vote for the plan, grant releases and don't object to confirmation, the recovery rises to $1.4 million. The recovery on the second lien is projected to be 5.1% to 6%. Northwestern Mutual Life Insurance Co., the holder of $41.7 million in subordinated notes, is to receive nothing. General unsecured creditors, owed $5.9 million, are to be paid 17% in cash. About EnviroSolutions Holdings Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an integrated solid waste management company with a presence in Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the District of Columbia. The company's assets include three landfills, four transfer stations and several hauling and collection operations. The Company filed for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261). John Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the Company in its restructuring effort. Alvarez and Marsal North America, LLC, is the Company's restructuring advisor. The Company's financial advisor is Barclays Capital. The Company estimated its assets and liabilities at $100,000,001 to $500,000,000. FAM PROPERTIES: Files for Bankruptcy to Avoid Foreclosure --------------------------------------------------------- Kim Crompton at The Journal of Business reports that FAM Properties 1 LLC, FAM Properties 2 LLC, FAM Properties 3 LLC, and FAM Properties 4 LLC file for bankruptcy under Chapter 11 to avert foreclosure actions. The Companies listed assets of $7.8 million and debts of $5.6 million. Frank and Anne Marie DeCaro, of Spokane, own the commercial properties. FANITA RANCH: U.S. Trustee Forms 3-Member Creditors Committee ------------------------------------------------------------- Tiffany L. Carol, acting U.S. Trustee for Region 15, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Fanita Ranch, LP. The Creditors Committee members are: 1. Landbourn Company Attn: Nicholas Arthur 7817 Ivanhoe Avenue La Jolla, CA 92037 Fax: (858) 551-5553 E-mail: narthur@san.rr.com 2. Simpson Delmore Greene LLP Attn: Paul J. Delmore 600 W. Broadway, 4th Floor San Diego, CA 92101 Tel: (619) 515-1194 Fax: (619) 515-1197 3. Rick Engineering Company Attn: Roger Ball 5620 Friars Road San Diego, CA 92110 Tel: (619) 688-1421 Fax: (619) 291-4165 E-mail: rball@rickengineering.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11 bankruptcy protection on April 7, 2010 (Bankr. S.D. Calif. Case No. 10-05750). William A. Smelko, Esq., who has an office in El Cajon, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliate, Barratt American, Inc., filed a separate Chapter 11 petition on April 7, 2010 (Case No. 08-13249). FIBREK INC: S&P Raises Corporate Credit Rating to 'B-' ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Longueuil, Que.-based Fibrek Inc. (formerly SFK Pulp Fund) to 'B-' from 'CCC+'. At the same time, S&P raised the issue-level rating on the company's senior secured bank facility to 'B' (one notch above the corporate credit rating on Fibrek) from 'CCC+'. S&P also revised the recovery rating on the debt to '2', indicating S&P's opinion of a substantial (70%-90%) recovery in the event of default, from '3', indicating S&P's expectation for meaningful (50%-70%) recovery in a default scenario. Finally, S&P removed all the ratings from CreditWatch where they had been placed with positive implications May 18, 2010. The outlook on the company is positive. "S&P bases the upgrade on its expectations that Fibrek's completion of its refinancing transactions will significantly reduce debt and contribute to stronger liquidity and credit metrics," said Standard & Poor's credit analyst Jatinder Mall. "The positive outlook reflects S&P's belief that the company will continue to generate good levels of earnings and cash flows in the next several months do to stronger-than-expected pulp market conditions, resulting in a financial risk profile that is consistent with a higher rating," Mr. Mall added. The revision to the issue-level and the recovery ratings resulted from S&P's analysis using a higher enterprise value in its simulated default analysis: S&P has valued the company on what S&P considers to be a "through-the-cycle EBITDA." S&P believes this more accurately represents a distressed enterprise value for Fibrek at default because recent operating earnings indicate that the company can remain solvent at an earnings level below its assumed insolvency proxy. The ratings on Fibrek reflect what S&P view as the company's participation in the highly cyclical, fragmented, and competitive global pulp industry; exposure to volatile pulp prices, exchange rates, and fiber, energy, and chemical costs; and increasing competition from low-cost South American pulp producers. These weaknesses are partially offset, in Standard & Poor's opinion, by an improving financial risk profile as S&P expects the company will be able to significantly reduce debt following its refinancing plan, resulting in improved liquidity and credit measures. The ratings are also supported, in Standard & Poor's opinion, by the company's high-degree of energy self-sufficiency at its St. Felicien, Que. pulp mill and some product and operational diversity. The positive outlook reflects what Standard & Poor's views as the company's strengthening financial flexibility following a significant improvement in the pulp markets. S&P expects that the company's credit measures will improve markedly with debt-to- EBITDA under 3x and EBITDA interest coverage over 3.5x. S&P could raise the ratings if the increase in pulp demand and prices is sustained leading to liquidity improving to about C$100 million with credit measures in line with S&P's expectations. A negative rating action could occur if the company is unable to complete the proposed refinancing or cash flow falls significantly below S&P's expectations, to approximately below break-even levels, due to a meaningful deterioration in pulp prices, or if input costs increase without a corresponding increase in selling prices. The ratings are constrained to the 'B' category by Fibrek's business risk profile, including its small market position in the highly competitive global pulp industry, exposure to volatile pulp prices, exchange rates, and fiber, energy, and chemical costs. FIRST AMERICAN: A.M. Best Withdraws 'bb' Debt Ratings ----------------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed the financial strength rating (FSR) of A- (Excellent) and issuer credit ratings (ICR) of "a-" of First American Title Insurance Group (First American) and its member companies. A.M. Best also has withdrawn the ICR of "bbb-" as well as the debt ratings of "bbb-" and "bb" on the senior debt and preferred securities of the original holding company, First American Corporation, and assigned an "nr" to these ratings. Concurrently, A.M. Best has withdrawn the "bb" on the capital securities of First American Capital Trust I. These withdrawals follow First American's recent spin off of the insurance related and information related services segments, resulting in two separate holding companies with separate and independent boards of directors as of June 1, 2010. Concurrently, A.M. Best has assigned an ICR of "bbb-" to First American Financial Corporation, Inc. (Santa Ana, CA) [NYSE: FAF]. The assigned outlook is stable. (See below for a detailed list of the companies and ratings.) (For additionally information on First American Corporation Property Casualty Companies, please see the press release dated June 11, 2010.) First American Financial Corporation, Inc., is the new parent holding company of the insurance related segment, and it has the improved financial leverage of the new entity. The new parent holding company for the information related segment is Corelogic [NYSE: CLGX], which now has the responsibility of all public debt obligations from the former parent holding company, First American Corporation. While the spin off of Corelogic has reduced the product diversification and income streams produced by these non- insurance businesses, it has resulted in a stronger balance sheet for First American Financial Corporation, Inc., as evidenced by lower debt-to-capital and debt-to-tangible capital ratios as compared to prior to the spin off. Furthermore, First American Financial Corporation, Inc., also has announced a reduced dividend structure going forward, which should result in greater capital available to support operations. The revised outlook and rating affirmations of First American are due to its capitalization, which continued to improve in 2009 as compared to 2008 and prior years. This is evidenced by the continuing improvement in its underwriting leverage measures, which has fallen significantly since 2007 due to a combination of surplus growth and declining premium volume. The improvement in surplus was primarily due to a turnaround in First American's operating performance in 2009 from improved operating results, cost reduction initiatives and consistent net investment income as compared to 2008, when the group suffered a significant operating loss due to poor underwriting results. The growth in First American's surplus of nearly 33% in 2009, preceded by nearly 40% in 2008, combined with the decline in premium volume of nearly 40% from decreased real estate activity over the past two years, has resulted in a significant decline in the group's net premium leverage ratio during this period. First American also reported a modest underwriting profit in 2009, with both the incurred claims and underwriting ratios improving from 2008. Results in 2009, as in 2008, also benefited from the lack of major reserve strengthening actions, compared to those undertaken in 2006 and 2007. At that time, First American posted over $500 million in additional reserves over an 18-month period primarily due to higher than expected claim development from policy years 2004 to 2006. The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for First American Title Insurance Group and its following members: -- First American Title Insurance Company -- First American Title & Trust Company -- First American Title Insurance Company of Australia Pty Limited -- First American Title Insurance Company of New York -- Title Insurance Company of Oregon -- First American Title Insurance Company of Louisiana -- First Title Insurance plc (U.K.) -- Ohio Bar Title Insurance Company -- Pacific Northwest Title Insurance Company Inc The FSR of A- (Excellent) and ICRs of "a-" have been withdrawn and an NR-3 (Rating Procedure Inapplicable) assigned to the FSR and an "nr" assigned to the ICR of United General Title Insurance Company, an existing member of First American Title Insurance Group, which is no longer engaged in active underwriting operations. The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for First American Corporation Property Casualty Companies and its following property/casualty members: -- First American Property & Casualty Insurance Company -- First American Specialty Insurance Company The following debt ratings have been withdrawn: First American Corporation: -- "bbb-" on $100 million 7.55% senior unsecured debentures, due 2028 -- "bbb-" on $150 million 5.7% senior unsecured debentures, due 2014 First American Capital Trust I: -- "bb" on $100 million 8.5% capital securities, due 2012 FREESCALE SEMICONDUCTOR: Cancels Registration of Stock Units ------------------------------------------------------------ Freescale Semiconductor, Inc., filed with the Securities and Exchange Commission a Form 15 to cancel the registration of its Restricted Stock Units Granting Rights to Common Stock, par value $0.01 per share. Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once Motorola's Semiconductor Products Sector, is one of the oldest and most diverse makers of microchips in the world. It produces many different kinds of chips for use in automobiles, computers, industrial equipment, wireless communications and networking equipment, and other applications. The company's global client roster includes such blue-chip companies as Alcatel-Lucent, Bosch, Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as well as former parent Motorola. Freescale nets about half of its sales from the Asia/Pacific region. The Blackstone Group, The Carlyle Group, Permira Advisers, and TPG Capital own the company. Since the end of fiscal year 2009, Freescale has extended the maturity date of approximately $2.3 billion of consenting senior secured term loan holders to Dec. 1, 2016. However, the amended and extended senior secured credit agreement provides holders the right to accelerate the maturity of the term loans if, as of Sept. 1, 2014, more than $500 million of the approximately $2.1 billion of senior unsecured debt due on Dec. 1, 2014, is outstanding and total leverage exceeds 4 times. Freescale also repaid approximately $2 billion of senior secured debt with net proceeds from the issuance of approximately $2.3 billion of senior secured notes due 2018. * * * As reported by the Troubled Company Reporter on April 30, 2010, Fitch Ratings affirmed these ratings for Freescale Semiconductor Inc. -- Issuer Default Rating 'CCC'; Senior secured bank revolving credit facility 'CCC/RR4'; Senior secured notes 'CCC/RR4'; Senior secured term loans 'CCC/RR4'; Senior unsecured notes 'C/RR6'; and senior subordinated notes 'C/RR6'. FREMONT GENERAL: Inks Subscription Pacts With Signature Investors ----------------------------------------------------------------- To recall, the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, entered an order amending its May 25, 2010 order confirming Signature Group Holdings, LLC's Chapter 11 Fourth Amended Plan of Reorganization of Fremont General Corporation, Joined by James McIntyre as Co-Plan Proponent, dated May 11, 2010. The final confirmed plan is Signature Group Holdings, LLC's Chapter 11 Fourth Amended Plan of Reorganization, dated June 8, 2010. Fremont General Corporation emerged from bankruptcy and filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada on June 11, 2010, which, among other things, changed the Debtor's name to Signature Group Holdings, Inc. In accordance with the Plan and the Company's emergence from bankruptcy, the Company entered into the material agreements. Subscription Agreements Pursuant to the Plan, Signature Group Holdings, LLC, Craig Noell, Kyle Ross, Erin Donatelli, Kenneth Grossman, their respective affiliates or a limited number of their non-affiliated designees, who are referred to herein collectively as the "Signature Investors," purchased an aggregate of 12,500,000 shares of the Company's Common Stock for an aggregate of $10,000,000 in cash pursuant to the terms of subscription agreements between the Company and each of the Signature Investors. Giving effect to the investments of the Signature Investors and the TOPrS share issuance, there were a total of approximately 111,900,000 shares of the Company's common stock issued and outstanding on or about the Effective Date. Warrants Pursuant to the Plan, Signature Group Holdings, LLC, Kenneth Grossman, and New World Realty Advisors, LLC (collectively, the "Warrant Investors") were issued warrants to purchase an aggregate of 15,000,000 shares of the Company's Common Stock with a purchase price of $0.02 per Warrant Share, an exercise price of $1.03 per Warrant Share and life of 10 years. The exercise price may be paid through cash or through cashless exercise reducing the number of Warrant Shares received. The Warrants vest 20% on the Effective Date and 20% in equal annual installments thereafter until the Warrants are fully vested on the fourth anniversary of the Effective Date. The purchase price of $0.02 per Warrant Share is payable by the Warrant Investors as the Warrant Shares vest. Accordingly, the Warrant Investors paid $60,000 to the Company with respect to the Warrant Shares that vested on the Effective Date, and will pay an aggregate of $60,000 in the aggregate on each subsequent vesting installment. The Warrants have full ratchet anti-dilution protection over their 10-year life. Other than the Warrants, no stock options or warrants to purchase the Company's common stock were outstanding at the Effective Date. Registration Rights Agreement Pursuant to the Plan and in connection with the closing of the issuance and sale of the Company's Common Stock under the Subscription Agreements and the issuance and sale of Warrants, the Company, the Signature Investors and the Warrant Investors entered into a registration rights agreement. Under the Registration Rights Agreement, the Company will use commercially reasonable efforts to register the resale of the shares of the Common Stock issued to the Signature Investors under the Subscription Agreements and issued to the Warrant Investors upon the exercise of Warrants in accordance with the requirements of the Securities Act of 1933 pursuant to a resale shelf registration statement pursuant to Rule 415 promulgated under the Securities Act on Form S-3 or other short-form registration statement. The Company also will, after the Closing, prepare and file with the SEC a registration statement on Form S-3 and use its best efforts to cause such registration statement to become effective. Once the registration statement is declared effective by the SEC, the Company must use commercially reasonable efforts to keep it current and effective. New Notes; New Notes Indenture Pursuant to the Plan, the 9% Trust Originated Preferred Securities ("TOPrS") issued to Fremont General Financing I, a Delaware statutory business trust pursuant to the Fremont General Financing Declaration of Trust, were extinguished, and TOPrS holders as of June 11, 2010, became entitled to receive a pro rata share of each of the following as settlement of their claims: -- $45,000,000 in cash (subject to charging liens of the Indenture Trustee); -- $39,000,000 maturing December 31, 2016, bearing 9% annual interest, payable quarterly commencing September 30, 2010, and continuing until the principal thereof is paid or made available for payment; and -- 21,000,000 shares of common stock of the Company. Interim Investment Management Agreement Pursuant to the Plan, the Company entered into that certain Interim Investment Management Agreement dated June 11, 2010, with Signature Capital Advisers, LLC, a Delaware limited liability company. Under the Interim Management Agreement, SCA will act as the investment adviser to the Company and will manage the investment and reinvestment of the assets of the Company, including the Company's lending activities and investments, subject to the supervision of the Company's Board of Directors and executive officers. SCA will also arrange for any acquisition of any equity or debt financing by the Company, subject to the supervision of the Board. The Interim Management Agreement will remain in effect until the earlier of the date the Company and SCA enter into a long-term management agreement or December 31, 2010. If the Company and SCA do not execute a long-term management agreement by December 31, 2010, the Interim Management Agreement will continue automatically for successive one-year terms subject to it being approved at least annually by the vote of the Board or by the vote of a majority of the outstanding voting securities of the Corporation. The Interim Management Agreement may be terminated upon sixty (60) days' written notice (i) by the vote of a majority of the outstanding securities of the Company, (ii) by the vote of the Board or (iii) by SCA. Under the Interim Management Agreement, SCA will receive as compensation for its services $525,000 per calendar quarter paid in advance on a pro rated basis, which is intended to cover the commercially reasonable operating expenses to be incurred by SCA in its management of the Company, and SCA will refund the portion of the Management Fee that exceeds its actual expenses or apply such excess to the subsequent period, if applicable. The Company will bear all other costs and expenses of its operations and transactions. SCA will be the investment adviser for the Company and may enter into sub-advisory agreements with other investment managers to assist SCA in fulfilling its responsibilities under the Investment Management Agreement. SCA may engage in any other business or render similar or different services to other parties who have a similar investment objective as the Company so long as SCA's services to the Company are not impaired thereby. Any manager, partner, officer or employee of SCA who is or becomes a director, officer or employee of the Company and acts as such in any business of the Company will be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of SCA or under the control or direction of SCA, even if paid by SCA. The Interim Management Agreement also limits the liability of, and provides indemnification for, SCA and its affiliates for certain actions taken or omitted in connection with the performance of its duties under the Interim Management Agreement. SCA will not pay Craig Noell, Kenneth Grossman, Thomas Donatelli or Kyle Ross base salary exceeding $150,000 per annum for such professional's services to the Company from the Effective Date through December 31, 2010. The Board may award bonuses to SCA's members and employees directly pursuant to the Company's incentive plans as in effect from time to time. FGCC Merger Plan Pursuant to the Confirmation Order, the new members of the Board of Directors and shareholders of the Company were deemed to approve and adopt the Plan of Merger between the Company and Fremont General Credit Corporation, a California corporation and wholly-owned subsidiary of the Company dated June 11, 2010. The new members of the Board of Directors of FGCC approved and adopted the FGCC Merger Plan by unanimous written consent, and the Company as sole common shareholder of FGCC, is deemed to have approved and adopted the Plan of Merger pursuant to Nevada Revised Statutes Section 78.662, Section 1400 of the California Corporations Code, and Section 7 of the Plan. Under the FGCC Merger Plan, FGCC merged with and into the Company, with the Company surviving; all of the shares of stock of FGCC were cancelled, and all intercompany claims and obligations of the Company and FGCC were eliminated. FRC Merger Plan Pursuant to the Confirmation Order, the new members of the Board of Directors and shareholders of the Company were deemed to approve and adopt the Plan of Merger between the Company and Fremont Reorganizing Corporation, f/k/a Fremont Investment & Loan, a California corporation and wholly-owned subsidiary of FGCC dated June 11, 2010. The new members of the Board of Directors of FRC approved and adopted the FRC Merger Plan by unanimous written consent, and the Company as sole common shareholder of FRC, is deemed to have approved and adopted the Plan of Merger pursuant to NRS 78.662, Corporations Code 1400, and Section 7 of the Plan. Under the FRC Merger Plan, FRC merged with and into the Company, with the Company surviving; all of the shares of stock of FRC were cancelled, and all intercompany claims and obligations of the Company and FRC were eliminated. Indemnification Agreements As the Articles of Incorporation and Bylaws of the Company require that the Company: (i) indemnify against costs, charges, expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement; and (ii) advance expenses to any person who was or is or has agreed to become an officer or director of the Company in connection with certain indemnifiable proceedings to the full extent permitted by law, the Company's Board has approved a form of indemnification agreement for its officers and directors. A full-text copy of the Form 8-K filing dated June 17, 2010, is available at no charge at: http://researcharchives.com/t/s?6514 About Fremont General Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. FUNDAMENTAL PROVISIONS: Court OKs Sale of Property for $921,000 --------------------------------------------------------------- The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized Fundamental Provisions, L.L.C., et al., to sell their property located in Sorento, Louisiana, Ascension Parish, to Robert Brothers, LLC. Robert Brothers agreed to purchase the property for $921,000, free and clear of all liens, claims, encumbrances and other interests. The Court ordered that $16,000 of the sale proceeds will be paid at closing to Amar Brothers, LLC, as reimbursement for the costs of a Phase II Environmental report, appraisal, and other documents acquired by Amar, well as attorney's fees incurred. The Court also ordered that Fidelity Bank will be paid $11,000 as partial satisfaction of Fidelity Bank's claims. About Fundamental Provisions Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897). Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco, Inc. -- also filed Chapter 11 bankruptcy petitions. Barry W. Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists the Debtors in their restructuring efforts. Fundamental Provisions listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GARLOCK SEALING: Official Asbestos PI Claimants Panel Formed ------------------------------------------------------------ Pursuant to Section 1102 of the Bankruptcy Code, Linda W. Simpson, U.S. Bankruptcy Administrator for the Western District of North Carolina, appointed on June 16, 2010, these creditors to constitute the Official Committee of Asbestos Personal Injury Claimants in Garlock Sealing Technologies LLC's Chapter 11 cases: * John & Diane Allen c/o Steven Kazan Kazan McClaim Lyons Greenwood & Harley 171 12th St., 3rd Floor Oakland, California 94607 * William Ames Warren c/o Robert W. Phillips Simmons, Browder, et al. 707 Berkshire Blvd. East Alton, Illinois 62024 * John Koeberle c/o Peter Kraus Waters & Kraus, LLP 3219 McKinney Ave. Dallas, Texas 75204 * Madonna Guzzo c/o John Lipsitz Lipsitz & Ponterio, LLC 135 Delaware Ave., 5th Floor Buffalo, New York 14202 * Robert Wirwicz c/o Garrett Bradley Thornton & Naumes, LLP 100 Summer Street Boston, Massachusetts 02110 * Charles & Loretta Willis c/o David Greenstone Simon, Eddins & Greenstone, LLP 3232 McKinney Ave., Suite 610 Dallas, Texas 75204 * Gary Terry c/o Cooney & Conway 120 N. La Salle Street, Suite 3000 Chicago, Illinois 60602 * Deborah Papaneri c/o Robert E. Paul Paul, Reich & Myers, P.C. 1608 Walnut Street, Suite 500 Philadelphia, Pennsylvania 19103 * Ruth Sossamon c/o John A. Badan IV Motley Rice LLC 28 Bridgeside Blvd. Mt. Pleasant, South Carolina 29464 * Thomas Carroll c/o Lisa Nathanson Busch Weitz & Luxenberg 700 Broadway New York 100003 * Dorothy Burns c/o Brian T. FitzPatrick Belluck & Fox LLP 546 Fifth Avenue 4th Floor New York 10036 At the Bankruptcy Administrator's behest, the U.S. Bankruptcy Court for the Western District of North Carolina approved the appointment of the Asbestos PI Committee on June 16, 2010. Counsel to PI Claimants Seek Additional Members Before the Court's entry of its order, counsel to persons with asbestos-related injuries sought to expand the number of creditors constituting the Asbestos PI Committee. The objecting counsel are: (1) Baron & Budd, P.C., as counsel for Charles H. Anderson, Jr., James Irvin Perry, and James R. Roe; (2) Cooney & Conway as counsel for Patsy Chaffee, widow and special administrator of Robert Chaffee, deceased and Gary Terry; (3) Motley Rice LLC as counsel for Ruth Sossamon, personal representative for the estate of James Sossamon, deceased and Ronald Roundtree; and (4) Weitz & Luxenberg, P.C., as counsel for Thomas Carroll and Peter Fox. Steven T. Baron, Esq., at Baron & Budd, in Dallas, Texas -- sbaron@baronbudd.com -- reasoned that the appointment of additional creditors whose counsel have larger and more diverse caseloads with regard to trades and asbestos-related disease levels is necessary to ensure adequate representation of creditors as required under Section 1102(a)(4). Bankruptcy cases in Alabama and North Carolina are not under the jurisdiction of the U.S. Trustee Program, according to the U.S. Department of Justice's Web site. Bankruptcy administrators in the six judicial districts of Alabama and North Carolina oversee the administration of bankruptcy cases, maintain a panel of private trustees, and monitor the transactions and conduct of parties in bankruptcy. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: Official Creditors Committee Formed ---------------------------------------------------- Pursuant to Section 1102 of the Bankruptcy Code, Linda W. Simpson, U.S. Bankruptcy Administrator for the Western District of North Carolina, appointed on June 17, 2010, these creditors to constitute the Official Committee of Unsecured Creditors in Garlock Sealing Technologies LLC's Chapter 11 case: * Ryerson, Inc. Attn: Renee Stonitsch 3915 Walden Avenue Lancaster, New York * Jackson Welding Supply Attn: Darla Lacey 535 Buffalo Road Rochester, New York 14614 * Dexter Foundry Inc. Attn: Gus Miller 2211 West Grimes Avenue Fairfield, Iowa 52556 * Associated Spring a Business of Barnes Group Attn: Joel Rafaniello 80 Scott Swamp Road Farmington, Connecticut 06032 At the Bankruptcy Administrator's behest, the Court approved the appointment of the Creditors' Committee on June 17, 2010. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W. D. N.C. Case No. 10-31607) in Charlotte to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor listed $500,000,001 to $1,000,000,000 in assets and $100,000,001 to $500,000,000 in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GEOKINETICS HOLDINGS: S&P Downgrades Corp. Credit Rating to 'B-' ---------------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on Geokinetics Holdings Inc. to 'B-' from 'B'. At the same time, S&P lowered the issue-level rating on the company's senior secured debt to 'B-' from 'B', the same as the corporate credit rating. The recovery rating on this debt remains '4', indicating expectations of average (30% to 50%) recovery in the event of payment default. The outlook is negative. "The rating action reflects the company's weakening financial leverage and credit metrics and S&P's view that these measures will continue to be under pressure in the intermediate term," said Standard & Poor's credit analyst Marc Bromberg. Customers have delayed seismic projects in the first half of the year, in particular in international ocean bottom cable (OBC) and multiclient services, which are higher margin businesses, generally as high as 40% and 90%, respectively. Projects internationally were delayed given some concerns about the direction and volatility in oil prices and it is uncertain if there will be further delays or if these projects will be reinstated. Contracts in the seismic business are generally cancelable without penalty. S&P expects the second quarter to be weaker than the first quarter and S&P remains concerned about the second half given these industry dynamics. While S&P is concerned about covenants under Geokinetics' revolving credit agreement, S&P believes the company has sufficient liquidity to fund its operations through the remainder of 2010 and early into 2011 and has the ability to reduce capital expenditures if necessary. S&P could take a negative rating action if utilization in the second half of the year, primarily in the company's international operations, remains near first-half levels (approximately 50%). S&P would expect such a scenario to result in reduced liquidity and potentially prompt further negative rating actions. S&P doesn't expect an amendment to the credit facility to affect its ratings on Geokinetics in the near term, because its liquidity is currently adequate to support maintenance capital expenditures and interest payments at least through the early portion of 2011. A revision of the outlook to stable, which S&P considers unlikely in the near term, would be tied to the company's improving realization in its backlog and generating positive free cash flow. GOLDSPRING INC.: Has Deal for Debt Financing Hike to $5.6-Mil. -------------------------------------------------------------- GoldSpring, Inc., has entered into a definitive agreement to increase its existing $4.5 million debt financing to $5.6 million for its Comstock Mine Project. The continued financial support is being provided through a consortium led by the Company's lead stakeholder who is also an accredited investor. "The ongoing support of our strategic plan and operations demonstrates the strong, continuing commitment of our stakeholders toward funding our business plan, recapitalizing our balance sheet and achieving our goal," stated Corrado DeGasperis, GoldSpring's President and CEO. "We appreciate the stability that results from committed liquidity and, together with our successful reverse stock split, we anticipate completing the debt-for-equity and the land components of our previously disclosed recapitalization plan over the next few weeks. Our team continues to progress our mine planning, including metallurgical testing, design and resource validation and ongoing development of our resources." The agreement calls for the funding to be provided through the issuance of secured convertible notes ("Notes"). The Notes bear interest at the rate of 8% per annum, payable biannually in cash or common stock, at the option of the lender. The term of the Notes is three years from the date of issuance, and the Notes are convertible into Company common stock, at a conversion price equal to the lower of 85% of the volume weighted average price of the common stock for the five (5) trading days prior to conversion, or $1.20 per share. The Notes are secured by a lien on all of the Company's assets. In connection with each loan made hereunder, the Company will also issue warrants equal to 50% of the principal amount of the Notes divided by $2.00, with an exercise price of $3.50 per share and a term of three years. The Company's recent National Instrument 43-101 technical report, summarized in its May 17, 2010 press release, documents the success of the Comstock Mine Project to date. The aforementioned activities are building on that success. About GoldSpring Inc. Virginia City, Nev.-based Goldspring, Inc. (OTC BB: GSPG) is a North American precious metals mining company, focused in Nevada, with extensive, contiguous property in the Comstock Lode District. * * * The Company's balance sheet as of March 31, 2010, showed $4,886,495 in assets and $33,865,489 of liabilities, for a stockholders' deficit of $28,978,994. GROUP 1 AUTOMOTIVE: S&P Keeps 'B+' Rating; Outlook Now Positive --------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Houston, Texas-based Group 1 Automotive Inc. to positive from stable and affirmed the ratings, including the 'B+' corporate credit rating. "The outlook revision indicates that S&P believes there is a one- in-three chance that S&P could raise the rating on Group 1 in the year ahead because S&P believes the company has demonstrated its ability and willingness to improve its credit measures in the near term," said Standard & Poor's credit analyst Nancy Messer. S&P estimates that lease-adjusted leverage for the 12 months ended March 31, 2010, declined to 5x. In S&P's opinion, the company is positioned to reduce leverage further by way of increased EBITDA margins, which it will achieve in part through aggressive cost initiatives, in combination with what S&P believes to be permanent debt reduction. S&P's view incorporates the assumption that new vehicle auto sales in the U.S. have stabilized and should expand in the year ahead, and that Group 1's financial policy will continue to support leverage reduction and highly disciplined use of cash for acquisitions and capital spending. The ratings reflect S&P's view that Group 1's business model, with its diverse revenue stream, is resilient. This can be measured by the revenue stability and higher margins of the company's P&S operations, which made up about 49% of Group 1's total gross profit for the 12 months ended March 31, 2010. Although Group 1's P&S revenue weakened somewhat during the recession, year-over-year percentage declines in 2009 were only in the single digits compared with double-digit declines for new- and used-vehicle sales revenues. Thus, as S&P had expected, the P&S business provided a revenue and margin cushion for Group 1, while same- store vehicle unit sales declined year-over-year in virtually every quarter for more than two years and weak pricing pressured margins. Given improved North American auto sales in the first quarter of 2010, Group 1's same store vehicle sales and P&S revenues showed a positive year-over-year comparison. Group 1 Automotive Inc.'s unsecured convertible senior notes are rated 'B-' (two notches lower than the 'B+' corporate credit rating on the company). S&P assigned a recovery rating of '6', indicating its expectation that lenders would receive negligible (0% to 10%) recovery in the event of a payment default. For the complete recovery analysis, please see Standard & Poor's recovery report on Group 1, published March 17, 2010, on RatingsDirect. The positive outlook reflects S&P's opinion that there is a one- in-three chance S&P would raise the rating on Group 1 to 'BB-' in the year ahead. This could occur if the company continues to offset difficult auto sales with its revenue diversity and operating efficiencies, combined with generating positive free cash, through 2010. This could occur if the company's lease- adjusted leverage drops to 4.5x or less as a result of using free cash flow for permanent debt reduction or increasing EBITDA. S&P estimate that leverage for the 12 months ended March 31, 2010, was 5.0x. S&P would also expect the company to achieve adjusted funds from operations to total debt of 20% or better to raise the rating; the company had adjusted FFO to total debt of 18.2% for the 12 months ended March 31, 2010. To raise the ratings, S&P would need to believe that the company would not pursue large acquisitions and capital investment projects that would raise leverage in the near term. Alternatively, S&P could revise the outlook to stable if S&P believed the company's EBITDA would remain near the trailing 12- month level of $133 million, and if S&P believed that it would not report free cash flow in the year ahead -- perhaps because of a high level of acquisitions and/or investment in dealer upgrades -- so that total debt would remain at the current level. In that scenario, adjusted leverage would stay about 5.0x. This could occur if the U.S. economy remains weak and the company is unable to reduce its cost base to fit the reduced revenue. GUN LAKE: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating, a B3 Probability of Default Rating, and a stable ratings outlook to the Gun Lake Tribal Gaming Authority. A B3 rating was also assigned to Gun Lake's proposed $160 million senior secured 1st lien term loan due 2015. Gun Lake is an unincorporated instrumentality and political subdivision of the Match-E-Be-Nash- She-Wish Band of Pottawatomi Indians of Michigan. Proceeds from the new term loan will be used to finance the remaining costs associated with the construction and opening of the Gun Lake Casino in Bradley, Michigan, repay a portion of existing outstanding debt, and pay transaction fees and expenses. The Gun Lake Casino is scheduled to open in early 2011. The casino will be managed and operated by MPM Enterprises, LLC pursuant to a formal management agreement that has been approved by the National Indian Gaming Commission. MPM is owned by SC Michigan, LLC, a wholly-owned subsidiary of Station Casinos, Inc., and individual investors from Michigan. Gun Lake's B3 Corporate Family Rating reflects the risk associated with a ground-up, single asset casino development. Like other ground-up casino developments, Gun Lake's casino will be exposed to uncertain demand and possibly higher than expected opening and operating costs. The ratings also consider the unique risks common to Native American gaming issuers including cash distribution obligations, the high degree of uncertainty regarding the enforceability of claims, and the value of collateral. Other risks include the effectiveness of a tribe's waiver of sovereign immunity, which -- if held to be ineffective -- could prevent creditors from enforcing their rights and remedies. Positive rating consideration is given to Gun Lake's favorable location and the demographic profile of its target market, formal restrictions on competition in the casino's primary market area, and the casino project's good liquidity. The stable outlook anticipates that the Gun Lake Casino will open on time and on budget, generate enough customer traffic to support its ramp-up efforts and maintain a relatively conservative financial profile. Moody's expects that debt/EBITDA following the first full year of operations will be less than 3 times, and that the company will remain in compliance with the leverage covenant in the proposed term loan agreement. The stable outlook also considers the interest reserve and credit support arrangements as well as the significant amount of construction progress made to date. Ratings assigned: * Corporate Family Rating at B3 * Probability of Default Rating at B3 * $160 million senior secured 1st lien term loan due 2015 at B3 (LGD 3, 48%) The Gun Lake Tribal Gaming Authority is an unincorporated instrumentality and political subdivision of the Match-E-Be-Nash- She-Wish Band of Pottawatomi Indians of Michigan. The Tribe is a federally recognized Indian tribe with 391 enrolled members. The Tribe's reservation is approximately 147 acres and is located in Allegan County in southwestern Michigan. HAWKEYE RENEWABLES: Successfully Emerges From Bankruptcy -------------------------------------------------------- Hawkeye Renewables, LLC, successfully emerged on June 18, 2010, from its Chapter 11 restructuring under new equity ownership. Renewables had filed a voluntary restructuring plan, which did not require debtor-in-possession financing, on December 21, 2009. Earlier this month, Renewables received confirmation of its Plan of Reorganization from the U.S. Bankruptcy Court in Wilmington, Delaware, which has been overseeing the Company's Chapter 11 proceedings. "It is important for farmers and producers who sell corn to Hawkeye Renewables to know that both plants are emerging from this process with significant working capital, minimal debt, and a new balance sheet," said Jim Continenza, the newly elected Chairman of the Board of Renewables. Mr. Continenza further commented, "We believe the financial future of the two plants has been stabilized and the two plants will continue to make positive contributions to their local communities." Renewables produces approximately 225 million gallons of corn based ethanol per year. Renewables had received authority from the bankruptcy court to honor obligations to the unit's employees and customers as well as critical trade creditors and suppliers in the ordinary course of business, which enabled the plants to continue normal operations throughout the filing period. Although the two plants are no longer owned by Hawkeye Energy Holdings, Hawkeye Energy Holdings will continue to manage Renewables' plants and its subsidiary, Hawkeye Gold, LLC, will continue to market Renewables' ethanol and distillers grains. The restructuring process did not include Hawkeye Growth plants in Menlo and Shell Rock, Iowa. In connection with its bankruptcy, Renewables debt was converted into equity and the principal equity owners of Renewables following emergence are its former first lien debtholders, who represent a number of recognized investment firms. The new equity owners of Renewables selected a new board of directors prior to the emergence of Hawkeye. The board of directors includes James V. Continenza (Chairman), Mark A. Beemer, Donald J. Draizin, and Steven C. Pumilia. Bruce Rastetter will also serve as a board member representing the Renewables management team. 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. Del. 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. HINGHAM GROUP: AM Best Places 'bb' Issuer Rating Under Review ------------------------------------------------------------- A.M. Best Co. has placed under review with positive implications the financial strength rating of B (Fair) and issuer credit rating of "bb" of The Hingham Group following the recent announcement that it has entered into an affiliation agreement with NLC Insurance Companies (NLC). Subsequent to this affiliation, Hingham Group will participate in the intercompany pooling agreement led by New London County Mutual Insurance Company (New London). Hingham Group consists of Hingham Mutual Fire Insurance Company (Hingham, MA) and its subsidiaries. NLC consists of New London and its wholly owned subsidiary, Thames Insurance Company, Inc. (both of Norwich, CT). The ratings of Hingham Group will remain under review pending further discussions with management, along with policyholder and regulatory approval, with a final closing expected in third quarter 2010. Hingham Group writes homeowners, dwelling fire and, through a majority-owned subsidiary, private passenger automobile insurance products in New England. HOWARD RIFAS: Section 341(a) Meeting Scheduled for July 1 --------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Howard Rifas' creditors on July 1, 2010, at 2:30 p.m. The meeting will be held at the U.S. Courthouse, 299 E Broward Blvd #411, Ft Lauderdale, FL 33301. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Pembroke Pines, Florida-based Howard Rifas filed for Chapter 11 bankruptcy protection on June 10, 2010 (Bankr. S.D. Fla. Case No. 10-26375). David Marshall Brown, Esq., who has an office in Ft Lauderdale, Florida, assists the Company in its restructuring effort. The Company listed $500,001 to $1,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. HOWARD RIFAS: Files List of Seven Largest Unsecured Creditors ------------------------------------------------------------- Howard Rifas has filed with the U.S. Bankruptcy Court for the Southern District of Florida a list of its seven largest unsecured creditors: Entity Claim Amount ------ ------------ Skyone Federal Cu 14600 Aviation Boulevard Hawthorne, CA 90250 $16,281 Chase P.O Box 15298 Wilmington, DE 19850 $10,907 Discover Fin Services Llc P.O. Box 3025 New Albany, OH 43054 $8,943 Amex $4,901 Chase $1,653 Amex $1,220 Collection $127 Pembroke Pines, Florida-based Howard Rifas filed for Chapter 11 bankruptcy protection on June 10, 2010 (Bankr. S.D. Fla. Case No. 10-26375). David Marshall Brown, Esq., who has an office in Ft Lauderdale, Florida, assists the Company in its restructuring effort. The Company listed $500,001 to $1,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. IG MERGER: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and a B2 probability-of-default rating to IG Merger Sub II, LLC, a new entity formed by affiliates of Harvest Partners and management, that will merge into Insight Global, Inc. (the surviving entity) at transaction closing. Moody's also assigned B1 ratings to IG Merger Sub II, LLC's, proposed $20 million senior secured revolving credit facility due 2015 and $121 million senior secured term loan due 2016. The ratings outlook is stable. This is a first time rating for the company. Proceeds from the proposed term loan and $35 million of mezzanine debt (unrated) combined with an equity contribution from the sponsor and management will be used to fund the acquisition of Insight Global and to repay existing debt. The transaction is expected to close in July. Insight Global's B2 corporate family rating reflects its modest scale, moderately high pro forma leverage, and moderate interest coverage. The rating also considers some customer concentration, exposure to cyclical temporary staffing trends, and the likelihood that working capital needs will constrain cash flow generation over the medium-term. Notwithstanding these risks, the rating is supported by the company's ability to grow sales despite challenging macro economic conditions, its favorable margin profile, good execution of new office locations, potential growth opportunities with new and existing clients, and performance upside as employment recovers from trough levels. These ratings were assigned: * Corporate family rating at B2; * Probability-of-default rating at B2; * $20 million senior secured revolving credit facility due 2015 at B1 (LGD3, 39%); * $121 million senior secured term loan due 2016 at B1 (LGD3, 39%). The stable outlook reflects Moody's expectation that Insight Global will sustain double-digit revenue growth that translates into higher earnings levels, such that credit metrics will improve from initial pro forma levels. The rating also reflects the expectation that the company will generate modest free cash flow that is applied to debt reduction and that it will maintain an adequate liquidity profile. The ratings are subject to the conclusion of the transactions, as proposed, and Moody's review of final documentation. Insight Global, headquartered in Atlanta, Georgia, is a provider of professional, temporary information technology staffing for Fortune 1000 and middle market corporate clients. The company has 21 offices located nationwide, of which 15 were opened from 2005 to 2009. These offices are largely located in major cities across the U.S. IGLOO MERGER: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned Igloo Merger Corporation, a B2 Corporate Family Rating, B2 Probability of Default Rating, Ba3 rating to its proposed $1.46 billion senior secured bank credit facility, Caa1 rating to its proposed $700 million senior unsecured notes, and a SGL-2 speculative-grade liquidity rating. These first time ratings are assigned in connection with the proposed $3.7 billion (including transaction fees and expenses) acquisition of Interactive Data Corporation by affiliates of Silver Lake Technology Management L.L.C. and Warburg Pincus LLC. Igloo is an acquisition vehicle that will be merged into IDCO to complete the acquisition with IDCO continuing as the survivor and borrower post closing. Proceeds from the credit facility and bond offering, along with a $1.4 billion contribution from affiliates of the private equity firms and IDCO's existing cash will be used to fund the proposed acquisition and related fees. The rating outlook is stable. Assignments: Issuer: Igloo Merger Corporation -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2 -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Senior Secured Revolver, Assigned a Ba3, LGD3 - 32% -- Senior Secured Term Loan, Assigned a Ba3, LGD3 - 32% -- Senior Unsecured Regular Bond/Debenture, Assigned a Caa1, LGD5 - 86% Outlook Actions: Issuer: Igloo Merger Corporation -- Outlook, Assigned Stable The B2 CFR reflects IDCO's leading and defensible market position in fixed income evaluated pricing and reference data services for financial institutions, tempered by high debt-to-EBITDA leverage (approximately 6.8x LTM 3/31/10 pro forma for the LBO incorporating Moody's standard adjustments and excluding certain costs that are eliminated as a result of the acquisition) and event risks related to acquisitions and cash distributions or leveraging actions by the equity sponsors. IDCO's broad coverage of and evaluated pricing capabilities for fixed income securities, global data collection infrastructure, good customer and geographic diversity and its recurring revenue model contribute to a strong market position and cash flow stability. The critical nature of the company's pricing and reference data content and services (approximately 66% of IDCO's revenue) provided to financial institutions and value-added resellers as well as limited exposure to primary market new issuance activity dampens the magnitude of cyclical revenue volatility. Pressure on client profits can nevertheless affect spending on the company's services, particularly for retail-oriented services such as eSignal(R), and this creates moderate cyclical exposure. An experienced management team, long-standing customer relationships and the market position support strong EBITDA margins. The elimination of IDCO's current $0.80 per share annual dividend (approximately $75 million) will cushion the drag from the cash interest costs incurred as part of the LBO, and Moody's expects IDCO will generate positive free cash flow. The market position and positive free cash flow generation strongly position IDCO within the B2 CFR. The SGL-2 speculative-grade liquidity rating reflects IDCO's good liquidity position supported by Moody's projection for annual free cash flow of approximately $60-75 million and an estimated $50 million of cash (pro forma following completion of the LBO) that provide good coverage of the $13 million of required annual term loan amortization. The undrawn $160 million revolver provides additional liquidity support, although Moody's does not believe IDCO will be reliant on the facility given the positive projected free cash flow and limited seasonality. Any revolver drawdown of up to $70 million to bridge the repatriation of cash at foreign subsidiaries after the closing date to ultimately help fund the acquisition is expected to be temporary and will not materially affect IDCO's liquidity position. Moody's anticipates IDCO will have an EBITDA cushion in excess of 20% within the financial maintenance covenants over the next year. The bank credit facilities consist of a $1.3 billion term loan and $160 million revolver and will be secured and guaranteed by substantially all of the domestic assets of the borrower and its domestic subsidiaries as well as 65% of the stock of first tier foreign subsidiaries. The Ba3 rating on the bank credit facility reflects its first priority claim on IDCO's assets relative to the company's unsecured obligations. The Caa1 rating on the senior unsecured notes reflects the effective subordination to the secured credit facility. The notes will have senior unsecured guarantees from IDCO's domestic operating subsidiaries. The stable rating outlook reflects Moody's expectation that IDCO will maintain a good liquidity position and generate positive free cash flow. Moody's anticipates IDCO will utilize free cash flow for modest debt reduction (via a 50% excess cash flow sweep that is applicable beginning with FY 2011 results and required term loan amortization), reinvestment through organic development and modestly sized acquisitions and to create capacity for distributions to equity sponsors over time. Moody's expects mid- single digit revenue growth and margin improvement will lower debt-to-EBITDA to a low to mid 6x range over the next 12-18 months. Moody's assumes that IDCO will refrain from large debt financed acquisitions and shareholder distributions for at least the next 12-18 months. IDCO's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside IDCO's core industry and believes IDCO's ratings are comparable to those of other issuers with similar credit risk. IDCO, headquartered in Bedford, Massachusetts, is a provider of financial market data, analytics and related solutions to financial institutions and individual investors. Revenue for the LTM ended March 2010 was approximately $768 million. INSIGHT GLOBAL: S&P Assigns 'B' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Atlanta-based Insight Global Inc. The outlook is stable. At the same time, S&P assigned ratings to Insight Global's proposed $141 million senior secured credit facilities, consisting of a $20 million revolving credit facility due 2015 and a $121 million term loan due 2016. S&P rated the facilities 'B' (at the same level as the 'B' corporate credit rating on the company) with a recovery rating of '4', indicating S&P's expectation of average (30%-50%) recovery for lenders in the event of a payment default. Insight Global will use proceeds from the transaction to help finance the acquisition of the company by Harvest Partners L.P. and to repay Insight's existing debt. Pro forma total debt is $156 million. "The rating reflects Insight Global's high debt leverage, limited discretionary cash flow, its small size in the highly competitive IT staffing market," said Standard & Poor's credit analyst Hal F. Diamond, "and risks related to its growth plans." Management's recent track record of coping with difficult industry conditions and improving operating performance, as well as its higher operating margins relative to peers, do not offset those factors. INTRAWEST ULC: Explores Sale of Whistler Ski Resort --------------------------------------------------- Peter Lattman and Gregory L. White write for The Wall Street Journal that Intrawest ULC is exploring the sale of its flagship Whistler Blackcomb Ski Resort in Canada, according to people familiar with the situation. Sources told the Journal Intrawest representatives in recent weeks have approached Russian billionaire Vladimir Potanin about a potential acquisition. It is unclear what price they have put on the British Columbia resort. Mr. Potanin, the main shareholder of metals giant OAO Norlisk Nickel, has expressed an interest in the property. His investment vehicle, Interros Co., is currently building a new ski resort in Sochi, Russia, home of the 2014 Winter Olympic Games. The Journal also relates Intrawest's owner, private-equity firm Fortress Investment Group LLC, is exploring other options for Whistler Blackcomb, including spinning out the property into a separate company and filing for an initial public offering. The Journal notes the move is just two months after Intrawest avoided foreclosure of the 2010 Winter Olympics venue. As reported by the Troubled Company Reporter on March 3, 2010, Fortress reached an agreement in principle with creditors to restructure its debt and avoid an auction of Intrawest's properties. As reported by the TCR on January 22, 2010, Intrawest missed a $524 million debt payment, prompting lenders to put a notice in The Wall Street Journal and other U.S. newspapers seeking buyers for the Company's assets. Fortress took on the debt to buy Intrawest in 2006 in a $2.8- billion leveraged buyout during the height of the real-estate bubble, but missed payments in December on a $1.4-billion loan. Creditors, led by Lehman Brothers and Davidson Kempner Capital, had twice extended debt repayment deadlines. The Wall Street Journal recalls Fortress reached an accord with Intrawest's creditors just as the Winter Olympic games drew to a close. The restructuring included existing lenders being repaid in full along with a new $1.2 billion loan package. The new loan extended debt maturities by as much as four years but charged a higher rate of interest than existing debt. As part of the deal, Fortress agreed to invest an addition $150 million into the business to pay down debt. The Journal says Intrawest has also raised cash by selling other properties over the past several months, including Mountain Creek in New Jersey and Copper Mountain in Colorado. A sale of Whistler would be by far Intrawest's largest disposition, the Journal says. Vancouver, Canada-based Intrawest ULC owns a variety of mountain resorts in the U.S. and Canada. Publicly traded hedge fund Fortress Investment Group purchased Intrawest in 2006 for $2.8 billion in a highly leveraged buyout. IRVINE SENSORS: Issues Over 5% Outstanding Shares of Common Stock ----------------------------------------------------------------- Irvine Sensors Corporation issued on May 26, 2010, an aggregate of 586,000 shares of common stock to two accredited investors upon the investors' conversions of an aggregate of $293,000 of the stated value of the Series B Convertible Preferred Stock of the Company. On June 11, 2010, the Company issued an aggregate of 785,713 shares of common stock to three additional accredited investors upon such investors' conversions of an aggregate of $392,856.90 of the stated value of the Series B Stock. On June 14, 2010, the Company issued an aggregate of 499,999 shares of common stock to three additional accredited investors upon such investors' conversions of an aggregate of $249,999.80 of the stated value of the Series B Stock. As a result of the issuance on June 11, 2010, the Company has issued more than 5% of its outstanding shares of common stock in unregistered transactions in the aggregate since the last report that it filed under Item 3.02 with the Securities and Exchange Commission. About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. At March 28, 2010, the Company had total assets of $6,184,700 against total liabilities of $13,111,400, and non-controlling interest of $324,400, resulting in stockholders' deficit of $6,926,700. Optex Systems, Inc., a Texas corporation and a wholly owned subsidiary of Irvine Sensors, on September 21, 2009, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court in California. JACK-IN-THE-BOX INC: Moody's Puts 'Ba3' Rating on $400 Mil. Loan ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Jack-in-the- Box's proposed $400 million senior secured revolving credit facility and $200 million senior secured term loan. In addition, Moody's affirmed the company's Ba3 Corporate Family Rating and B1 Probability of Default Rating. The outlook is negative. Proceeds from the new term loan and revolver will be used to re- finance Jack-in-the-Box's existing $150 million senior secured revolver and $475 million senior secured term loan. Ratings are subject to receipt and review of final documentation. "The affirmation of Jack-in-the-Box's Ba3 Corporate Family Rating reflects relatively weak debt protection metrics, high geographic concentration, strong brand recognition, moderate business risk, meaningful scale, and good liquidity," stated Bill Fahy, Senior Analyst. "The ratings also acknowledge that Jack-in-the-Box's leverage is currently higher than what Moody's view as acceptable for a Ba3 rated company,. However Moody's expect that the company will reduce leverage and improve coverage to more acceptable levels over the intermediate term," stated Fahy. The negative outlook reflects Jack in the Box's exposure to unfavorable discretionary consumer spending trends and significant promotional activity that will continue to pressure operating performance and earnings. This could make it difficult for the company to improve debt protection metrics to levels Moody's considers acceptable for its current rating. New ratings assigned: * $400 million senior secured revolver due 2015, rated Ba3 (LGD 3, 38%) * $200 million senior secured term loan due 2015, rated Ba3 (LGD 3, 38%) * Current ratings affirmed are; * Corporate Family Rating at Ba3 * Probability of Default Rating at B1 * $150 million senior secured revolver due 12/15/2011 at Ba3 (LGD 3, 37%) * $475 million senior secured term loan due 12/15/2012 at Ba3 (LGD 3, 37%) The outlook is negative The last rating action on Jack-in-the-Box occurred on December 22, 2008, when Moody's affirmed the company's Ba3 CFR and B1 PDR and changed the outlook to negative. Jack in the Box, Inc., operates or franchises 2,212 quick-service hamburger restaurants predominantly in California and Texas, as well as in the Southeast. The company also operates or franchises 510 fast-casual Qdoba Mexican Grill restaurants. Annual revenue is approximately $2.5 billion. JACK-IN-THE-BOX INC: S&P Affirms 'BB-' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on San Diego-based Jack-in-the-Box Inc. The outlook is negative. S&P is assigning a 'BB+' rating to Jack in the Box's new $600 million credit facility due 2015, which includes a $400 million revolver and a $200 million term loan A. The '1' recovery rating indicates S&P's expectation for very high (90%- 100%) recovery of principal in the event of default. "The ratings on Jack in the Box reflect the company's participation in the intensely competitive quick-service segment of the restaurant industry," said Standard & Poor's credit analyst Jackie E. Oberoi. Other factors include a highly leveraged capital structure that limits cash flow protection and an aggressive financial policy. Historically good operating performance and a strong regional presence partially offset those factors. "After a long period of positive same-store sales because of good consumer response to its new products, better industry fundamentals, and management's food and service strategies," said Ms. Oberoi, "same-store sales at Jack in the Box were flat for the fiscal year ended Sept. 28, 2008, and were negative 1.2% for fiscal 2009." Performance worsened during the first half of fiscal 2010, with same-store sales of -11% for the first quarter and -9% for the second quarter. General economic factors, including high unemployment, have led to a slowdown in discretionary spending, contributing to weaker same-store sales. JAN KIRSTEN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Jan Kirsten Marie Van Der Merwe 4148 Watteker Street Memphis, TN 38128 Bankruptcy Case No.: 10-26476 Chapter 11 Petition Date: June 17, 2010 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: George W. Emerson Jr. Debtor's Counsel: John E. Dunlap, Esq. 1684Poplar Avenue Memphis, TN 38104 Tel: (901) 726-6770 Fax: (901) 726-6771 E-mail: jdunlap00@gmail.com Estimated Assets: $500, 001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Debtors say that assets total $502,881 while debts total $1,267,818. A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnwb10-26476.pdf The petition was signed by the Joint Debtors. JDA SOFTWARE: Lawsuit Verdict Won't Affect Moody's 'B1' Rating -------------------------------------------------------------- Moody's Investors Service commented that JDA Software Group, Inc.'s recent lawsuit verdict announcement will not have an immediate impact on the company's ratings and outlook (B1 corporate family rating; stable outlook). Moody's most recent rating action for JDA Software Group, Inc., was on November 30, 2009, at which time Moody's affirmed the company's B1 corporate family rating and assigned a B1 rating to the company's proposed senior notes. Headquartered in Scottsdale, Arizona, JDA is a publicly-held supplier of enterprise supply chain management software and optimization solutions for the manufacturing, wholesale distribution, retail and service industries. JDA acquired fellow supply chain software management company i2 Technologies on January 28, 2010. KANSAS CITY SOUTHERN: Moody's Affirms 'B1' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service has affirmed the ratings of Kansas City Southern, corporate family rating at B1, and Kansas City Southern de Mexico S.A. de C.V., corporate family rating at B2, and has changed the outlook for both companies to positive from stable. At the same time, Moody's affirmed the debt ratings of The Kansas City Southern Railway Company and Southern Capital Corporation and changed their outlooks to positive from stable. In addition, Moody's has assigned a B1 rating to KCSM's proposed senior credit facility, and a Ba2 rating to KCSR's senior secured credit facility. The rating outlooks were changed to positive in anticipation of improving operating results through 2010 at both KCSR, the U.S. railroad, and Mexican railroad KCSM, due to expectations that demand will continue to grow in most freight groups at the railroads in a robust pricing environment. The positive rating outlooks also reflect the important steps that KCS has taken in re-financing a substantial amount of debt and improving its debt maturity profile. Both KCSR and KCSM have experienced a rebound in freight volume growth in 2010 at a faster pace than the rest of the Class I railroad sector. With strong pricing growth expected for 2010, it is becoming increasingly likely that operating margins, returns, and cash flow will result in credit metrics supportive of higher ratings at both entities. After dramatic weakening in volume in 2009 owing to recessionary conditions that severely impacted the railroad industry, KCSR and KCSM have seen unexpectedly strong weekly volume rebounds of, on average, 15 and 30%, respectively in the first half of 2010. This has supported strong pricing growth in 2010: approximately 6% in the first quarter, which the company expects to maintain throughout the year. Because of these factors, both the U.S. and the Mexican railroads have seen operating ratios drop below 80% in the first quarter of 2010, and it is expected that they will be able to improve on this measure going forward. Along with the rebound in operating performance, the company has undertaken re-financing steps which have helped to reduce leverage and improve its debt maturity profile. Through the use of proceeds from the April 2010 $225 million public offering of KCS stock as well as cash balances held mostly at KCSM, the company has been able to repay approximately $240 million of high-coupon debt (9-3/8% to 13%), with another $60 million expected to be repaid upon completion of this program in mid-2010. Most of this debt reduction involves KCSM senior notes; as such, this entity will see the most improvement in credit metrics. Because this debt reduction program required use of the majority of KCSM's cash on hand, it is important that the company was able to arrange a new $100 million senior secured credit facility to ensure that KCSM can maintain an adequate liquidity profile. Beyond the deleveraging benefits, the company's re-financing program, which included a $300 million offering of KCSM notes due 2018 completed in the first quarter, has been instrumental in addressing some of the company's looming debt maturities. Prior to the notes and equity offerings, KCS was facing $460 million of maturities due in 2012 and $675 million due in 2013. With the re-financing, all of the 2012 notes maturities will have been repaid. However, a substantial amount of debt remains to mature in 2013, suggesting the need for continued re-financing efforts over the next two to three years. The Ba2 rating of KCSR's credit facility, amended in May 2010 to extend its maturity to 2013, reflects the amount and quality of assets pledged as security to this facility, and the substantial amount of unsecured debt at the U.S. operations that are junior in claim to this facility. The Loss Given Default Assessment of LGD- 2 reflects Moody's estimates of relatively good recovery of principal under this facility in the event of default, supporting the rating three notches above KCS's corporate family rating per Moody's Loss Given Default Methodology. The B1 rating on the proposed KCSM senior secured notes, which is one notch above the corporate family rating, similarly considers the sizeable amount of unsecured debt in that entity's capital structure that is junior to this facility. However, it is Moody's view that the collateral package and subsidiary guarantees provided to this facility is not strong enough to warrant any additional notching. Moody's Loss Given Default Methodology is not applied to Mexican entities including KCSM. Neither KCSR nor KCSM guarantees the other's debt, nor are the obligations of KCSR and KCSM cross defaulted to each other. Therefore, Moody's provides separate corporate family ratings for both KCSM and KCS. The positive outlooks for both KCS and KCSM reflect Moody's expectations that the companies will see robust improvement in credit metrics by the end of 2010 as freight volumes continue to improve co-incident with an economic recovery in the U.S. Ratings at KCS could be upgraded if the U.S. operations (KCSR and U.S. guarantors) were to show a steady trend of improving volume and yield over the next 6-12 months, resulting in operating ratios sustained below 80%, and positive free cash flow generation. Debt/EBITDA at the U.S. operations of less than 3.5 times and EBIT/Interest in excess of 2.5 times over a prolonged period would support upward rating consideration. Ratings at KCS could face downward revision if operating conditions were to instead weaken to a point that the U.S. operations' Debt/EBITDA exceeds 4.5 times, if EBIT/Interest approaches 1.5 times, or if deterioration in liquidity (either inadequate cash available to U.S. operations or insufficient availability under its revolving credit facility) becomes a constraint on the company's operating or investing activities. Similarly, ratings of KCSM could face upward revision if sustained improvement results in Debt/EBITDA of below 4.5 times and EBIT/Interest in excess 1.8 times, with operating ratios maintained below 80%. Ratings could be lowered at KCSM if the company's free cash flow were to be substantially negative for a sustained period causing a substantial draw in the company's cash balances. KCSM's ratings could also be lowered if EBIT/Interest falls below 1.2 times or if Debt/EBITDA were to exceed 5.0 times. Because of KCSM's sizeable contribution to KCS's business (40% of the parent company's consolidated revenue), the ratings difference between KCSR and KCSM will not likely exceed the current one-notch differential. Over the long run, this suggests that further uplift to KCSR's ratings could be hindered if KCSM's operating performance substantially lags that of its U.S. counterpart, particularly if KCSM were to encounter liquidity or re-financing difficulties that might require material support from the parent company. Assignments: Issuer: Kansas City Southern Railway Company (The) -- Senior Secured Bank Credit Facility, Ba2 (LGD2-20) Issuer: Kansas City Southern de Mexico, S.A. de C.V. -- Senior Secured Bank Credit Facility, Assigned B1 Outlook Actions: Issuer: Kansas City Southern -- Outlook, Changed To Positive From Stable Issuer: Kansas City Southern Railway Company (The) -- Outlook, Changed To Positive From Stable Issuer: Kansas City Southern de Mexico, S.A. de C.V. -- Outlook, Changed To Positive From Stable Issuer: Southern Capital Corporation -- Outlook, Changed To Positive From Stable The last rating action was on January 7, 2010, when Moody's assigned a B2 rating to senior notes issued by KCSM. Kansas City Southern operates a Class I railway in the central U.S. and, through its wholly-owned subsidiary Kansas City Southern de Mexico, S.A. de C.V., owns the concession to operate Mexico's northeastern railroad. KEYLIME COVE: Emerges From Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Suburban Chicago News reports KeyLime Cove has emerged from Chapter 11 bankruptcy protection. KeyLime Cove of Gurnee operates a resort located in north of Grand Avenue along Dilleys Road. KeyLime Cove of Gurnee made a voluntary filing under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware, listing assets of between $50 million and $100 million, and debts of between $100 million and $500 million. KIK CUSTOM: S&P Gives Stable Outlook; Affirms 'CCC+' Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Concord, Ont.-based consumer products manufacturer KIK Custom Products Inc. to stable from negative. At the same time, S&P affirmed its ratings, including its 'CCC+' long-term corporate credit rating on the company. The recovery ratings on KIK's debt are unchanged. "The outlook revision reflects S&P's belief that KIK's performance will meet its expectations in 2010, resulting in sufficient liquidity to operate the business, and therefore, a reduced risk of near-term default," said Standard & Poor's credit analyst Lori Harris. At April 3, 2010, KIK had US$27 million in cash. Despite limited availability under the US$55 million revolving credit facility, S&P don't believe the company will need to use the revolver further because of its cash balances and S&P's expectation for relatively flat free cash flow in 2010. The ratings on KIK reflect Standard & Poor's view of the company's highly leveraged capital structure, limited financial flexibility, customer concentration, and its participation in the mature and highly competitive North American household products and personal care industries. The company operates under two divisions: * Classic division -- manufacturer of private label household products that are sold by retailers under their own brand names. * Custom division -- contract manufacturer of national brand personal care and household products. The stable outlook reflects S&P's belief that KIK's performance will meet its expectations in 2010, resulting in sufficient liquidity to operate the business this year and, therefore, a reduced risk of near-term default. S&P could lower the ratings if the company's liquidity position weakens, which could pose a possibility of a covenant breach. Alternatively, S&P could raise the ratings should KIK improve its financial flexibility and reduce leverage. KL ENERGY: Posts $1.5 Million Net Loss for Q1 2010 -------------------------------------------------- KL Energy Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $1,477,530 on $120,000 of revenue for the three months ended March 31, 2010, compared with a net loss of $2,747,375 on no revenue for the same period a year ago. The Company's balance sheet as of March 31, 2010, showed $3,870,680 in assets and $7,020,510 of liabilities, for a stockholders' deficit of $3,149,830. As reported in the Troubled Company Reporter on March 11, 2010, Ehrhardt Keefe Steiner & Hottman PC, in Denver, 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 recurring losses and accumulated deficit of $9,267,385 as of December 31, 2009. At March 31, 2010, and December 31, 2009, the Company had negative working capital of approximately $6,060,942 and $6,415,227, respectively. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?651a About the Company Based in Rapid City, South Dakota, KL Energy Corporation -- http://www.klenergycorp.com/-- formerly known as Revive-it Corp., has historically provided engineering, construction, operating and ethanol marketing services. The focus of the Company is now on owning and operating cellulose based ethanol ("CBE") facilities that utilize the Company's proprietary technology, and designing CBE facilities for, and licensing its proprietary CBE technology to, third-party participants in the CBE industry. KODAK: Fitch Upgrades Senior Unsecured Notes to 'B+/RR2' -------------------------------------------------------- As a result of updating its Recovery Ratings for U.S. technology companies, Fitch Ratings has upgraded certain issue ratings for these companies: Kodak -- Senior unsecured notes upgraded to 'B+/RR2' from 'B-/RR4'. Sanmina -- Senior unsecured notes upgraded to 'BB/RR1' from 'BB-/RR2'; -- Senior subordinated debt upgraded to 'B/RR4' from 'CCC/RR6'. LEHMAN BROTHERS: Judge Denies SunCal Bid to Block Fenway Deal ------------------------------------------------------------- Bankruptcy Judge James Peck denied SunCal Co.'s request to block Lehman Brothers Holdings Inc. from closing a deal to buy back $1.5 billion in loans from affiliate Fenway Capital LLC pending an appeal, according to American Bankruptcy Institute. 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) MARKET STREET: Eisenberg Investments DIP Loan Gets Final OK ----------------------------------------------------------- The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized, on a final basis, Market Street Properties, LLC, to: -- incur postpetition secured indebtedness with Eisenberg Investments, LLC; and -- grant Eisenberg Investments a valid, perfected and first priority security interest and lien in and to the Debtor's real property constituting approximately 7.1 acres of property located at 1642 South Peters Street in New Orleans, Louisiana, including all improvements thereon. The Debtor is unable to obtain the amount of working capital and credit necessary to maintain its ongoing operations and implement its contemplated plan of reorganization. Eisenberg Investments committed to provide the Debtors a principal amount not to exceed $750,000. Oceanside, New York-based Market Street Properties, LLC, filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D. La. Case No. 09-14172). Christopher T. Caplinger, Esq., who has an office in New Orleans, Louisiana, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. METRO-GOLDWYN-MAYER: Spyglass Is Lead Contender to Run Studio ------------------------------------------------------------- The Wall Street Journal's Mike Spector and Lauren A.E. Schuker report that people familiar with the matter said Spyglass Entertainment has emerged as the leading contender to run Metro- Goldwyn-Mayer Inc. The sources told the Journal that Spyglass, which co-financed the recent hits "Star Trek" and "G.I. Joe," is the preferred choice of a group of hedge funds holding large amounts of MGM's debt. Any deal would be executed in a "prepackaged" bankruptcy, with an eye toward spending less than two months in court proceedings. According to the Journal's sources, under the restructuring plan: -- creditors would swap their debt for nearly all the equity in the reorganized company; and -- Spyglass executives would get a slice of that equity; and -- Spyglass co-heads Gary Barber and Roger Birnbaum would run the studio as co-chief executives. The Journal says the talks are continuing, and no final decisions have been made. The Journal's sources added that Summit Entertainment, the studio behind the "Twilight" vampire-film franchise, also has been in discussions with MGM and its creditors, and remains a candidate to run the company. According to the Journal, Summit submitted a plan to MGM and its creditors outlining how the companies could merge. A merger of the two studios could mean an initial public offering down the line, the sources told the Journal. Spyglass is an investment holding of private-equity firm Cerberus Capital Management LP. Spyglass sent its proposal to MGM's most influential creditors -- which include J.P. Morgan Chase & Co., Anchorage Advisors, Highland Capital Management and Davidson Kempner Capital Management. Sources told the Journal the two sides are involved in negotiations over details of the plan, and are pushing to get a deal done before a waiver on MGM's debt expires in mid-July. But MGM could be forced to seek its sixth waiver from creditors since November, the sources said. The Journal says both MGM and Summit declined to comment. Spyglass couldn't be reached for comment. Brooks Barnes at The New York Times' Media Decoder reported in May that MGM's lenders agreed to let the studio skip interest and principal payments until July 14, 2010. MGM tried to sell itself in March but received low bids. According to The Wall Street Journal, early in March MGM was readying a backup plan should bids for its assets come in too low. Sources told the Journal MGM creditors are increasingly willing to assume control over the studio. The sources said that under that scenario, MGM would likely pursue a "standalone" plan in which lenders would convert their debt to equity. MGM has hired investment bank Moelis & Company and the law firm Skadden, Arps, Slate, Meagher & Flom. In August 2009, it hired the restructuring expert Stephen F. Cooper to help lead the company. About Metro-Goldwyn-Mayer Metro-Goldwyn-Mayer, Inc., is an independent, privately held motion picture, television, home video, and theatrical production and Distribution Company. The Company owns the world's largest library of modern films, comprising approximately 4,000 titles, and over 10,400 episodes of television programming. An investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group, owns MGM. MILLENNIUM MULTIPLE: Files Schedules of Assets & Liabilities ------------------------------------------------------------ Millennium Multiple Employer Welfare Benefit Plan has filed with the U.S. Bankruptcy Court for the Western District of Oklahoma its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $96,102,586 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $180,948 ----------- -------- TOTAL $96,102,586 $180,948 Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. W.D. Okla. Case No. 10-13528). G. Blaine Schwabe, III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. MILLENIUM MULTIPLE: Taps Mock Schwabe as Bankruptcy Counsel ----------------------------------------------------------- Millennium Multiple Welfare Benefit Plan has sought permission from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Mock, Schwabe, Waldo, Elder, Reeves & Bryant, A Professional Limited Liability Company as bankruptcy counsel. Mock Schwabe will, among other things: a. take steps as may be necessary in order to assume or reject executor contracts and unexpired leases; b. take necessary action to enjoin and stay, until a final decree herein, the institution of any proceedings by creditors to enforce liens upon property of Millennium which the creditors may assert; c. represent the Debtor in all discussions with creditors; and d. prepare petitions, answers, orders, reports and other legal papers. Mock Schwabe will be paid based on the hourly rates of its personnel: G. Blaine Schwabe, III $345 Gary A. Bryant $320 Sarah A. Hall $295 Gary A. Bryant, a member at Mock Schwabe, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. W.D. Okla. Case No. 10-13528). The Company estimated its assets and debts at $50,000,001 to $100,000,000. MILLENIUM MULTIPLE: Wants to Hire Kurtzman Carson as Notice Agent ----------------------------------------------------------------- Millennium Multiple Employer Welfare Benefit Plan has asked for authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Kurtzman Carson Consultants LLC as notice agent. KCC will, among other things: a) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders and other requirements; b) establish and maintain a public access Web site setting forth pertinent case information and documents relating to the Debtor's bankruptcy case where parties can view pleadings or other documents filed with the Court by the Debtor or other parties without charge during regular business hours; c) prepare and serve required notices in the bankruptcy case; and d) assist with solicitation of votes and tabulation of ballots in connection with a plan of reorganization. KCC will be compensated based on its service agreement with the Debtor. A copy of the agreement is available for free at: http://bankrupt.com/misc/MILLENIUM_kccservicepact.pdf Albert H. 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. Richardson, Texas-based Millennium Multiple Employer Welfare Benefit Plan filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. W.D. Okla. Case No. 10-13528). G. Blaine Schwabe, III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50,000,001 to $100,000,000. MINDEN GATEWAY: Sells Assets Back to Calif. National for $2.15MM ---------------------------------------------------------------- Scott Neuffer at The Record-Courier reports that Minden Gateway Center was sold back to beneficiary California National Bank for about $2.15 million. The Company had no outside bidders at a public auction held Wednesday last week. Reno, Nevada-based Minden Gateway Center, LLC filed for Chapter 11 on April 28, 2009 (Bankr. D. Nev. Case No. 09-51269). Alan R. Smith, Esq., represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. MPG TERRAPIN: Chapter 11 Filing Done in Bad Faith, Judge Rules -------------------------------------------------------------- Business Journal of Tampa Bay says a federal judge agreed with the objections filed by Wells Fargo Bank arguing that MPG Terrapin Ltd.'s Chapter 11 bankruptcy petition was filed in bad faith. The bankruptcy filing was planned to halt an auction of Coral Landings III, where the company owes $37.3 million in mortgage. MPG Terrapin is a unit of Monroe's Prestige Group. MORGUARD REAL ESTATE: DBRS Confirms Issuer Rating at 'BB' --------------------------------------------------------- DBRS has confirmed the Issuer Rating of Morguard Real Estate Investment Trust (Morguard or the Trust) at BB (high) with a Stable trend. Morguard continues to maintain good financial flexibility, with a favourable balance sheet and credit metrics. For the last 12 months (LTM) ended Q1 2010, Morguard had a debt- to-gross book value assets ratio of 50.8% and EBITDA interest coverage of 2.66 times, an improvement from 54.5% and 2.11 times, respectively, for YE2006. Although these metrics compare favourably with other higher-rated real estate investment trusts (REITs), DBRS believes they are at an appropriate level considering the Trust's business risk profile. Going forward, DBRS expects Morguard to manage its balance sheet with debt levels near 55% on a debt-to-gross book value basis (excluding convertible debentures), which DBRS has factored into the current rating. In addition, Morguard has a minimal amount of debt maturing, with no more than 7.5% of total debt maturing in each year by the end of 2012. Furthermore, Morguard has more than sufficient liquidity to meet these upcoming capital requirements. As at Q1 2010, Morguard had available funds of $59 million, which consists of $53.7 million available on its credit facility and cash on hand of $5.2 million. Recently, Morguard acquired interest in a 370,000 square foot (sq. ft.) Class A office tower located in downtown Toronto, with the largest tenant being TD Bank and its investment division, occupying 60% of the rentable space. The Trust also acquired a 50% interest in Prairie Mall, an enclosed regional shopping centre located in Grande Prairie, Alberta. This property is anchored by a 112,500 sq. ft. Zellers and contains 295,000 of leaseable sq. ft. Overall, DBRS views these investments as positive, as they are well maintained and have dominant locations within their respective markets. In addition, DBRS believes that these high quality investments with good occupancy rates and tenancies should further enhance the Trust's cash flow stability and operating metrics going forward. The rating confirmation also takes into account that the Trust's portfolio continues to perform reasonably well, with good occupancy levels (94% as at Q1 2010), and has yet to show signs of any material weakness in operating performance. This is partially due to the fact that Morguard's portfolio exhibits several defensive features including: (1) a number of office properties fully occupied by government tenants. Government tenants represent 13.3% of basic rental revenue and provide stable cash flow under long-term leases; and (2) Non-discretionary-type neighbourhood and community shopping centres that are primarily anchored by food retailers and comprise 1.2 million sq. ft. in total. The portfolio also features five key regional shopping centres comprising 2.9 million sq. ft., which are anchored by large department stores, such as Hudson's Bay Company (includes Zellers) and Sears Canada Inc. While these shopping centres continue to achieve good occupancy rates, they are predominately fashion oriented and performance could come under increasing pressure if the current economic downturn is deep or longer than expected. Overall, DBRS believes that Morguard's financial position, along with minimal near-term debt maturities, should provide reasonable protection against the current challenging economic climate. In addition, DBRS expects Morguard to continue to generate stable cash flow levels, with reasonable lease expiries across its portfolio during the next several years. NELNET INC: Moody's Affirms Issuer Rating at 'Ba1' -------------------------------------------------- Moody's Investors Service affirmed the ratings of Nelnet, Inc. (Issuer Rating Ba1) and changed the outlook to stable from negative. The rating action reflects Moody's view that Nelnet has made material progress in improving its financial condition and liquidity. Nelnet has de-leveraged its balance sheet through the paydown of warehouse debt and corporate debt ($275 million of senior unsecured notes due 2010 now paid in full), while substantially increasing its tangible common equity through earnings retention. The company has also materially improved its liquidity position in the form of unrestricted cash and cash equivalents, which total $330 million as of March 31, 2010. Moreover, core earnings generation has been strong due to improved profits from the company's Asset Generation and Management unit (its student lending business), as well as continued development of the company's fee-based businesses. In particular, Nelnet's selection as one of four servicers for the U.S. Department of Education's Direct Lending Program for student loans will benefit its servicing business. With the FFELP lending business coming to an end effective July 1, 2010 as the result of recent legislation, Moody's expectation is that Nelnet will continue to focus on building the scope and prominence of its fee-based businesses, particularly the servicing segment. Such efforts should be aided by continued solid secular demand fundamentals within the education financial services industry. These include continued growth in enrollments and student loan demand, driven by demographics, the increasing annual cost of education, and the heightened necessity of higher education in an increasingly competitive and globalized economy. Despite Nelnet's significant progress in improving its financial condition and liquidity profile, Moody's see limited upside potential for the company's ratings from current levels. In the short to medium term the company faces operational and execution risks related to its strategic transformation from a "lend- centric" model to a provider of fee-for-service education financial services that is centered on federal student loan servicing for ED. During this period the company will benefit from its legacy FFELP business, but the sustainability of earnings and cash flow from its ongoing businesses will take time to develop. As well, over the longer term Nelnet faces the issue of increased business and earnings concentration risk as the FFELP loan portfolio runs off and the company's business becomes increasingly concentrated in its servicing franchise with its principal customer, ED, comprising an ever larger portion. While the ED servicing contract is an important mandate for Nelnet, in Moody's view it leaves the company exposed to downside risk should the 5- year contract (4 years still to run) not be renewed. Finally, though Moody's expect the company to continue to de-lever, the buildup of unrestricted cash and cash equivalents also raises questions regarding financial policy and use of proceeds for purposes other than debt paydown. This could add risk in the future. The last rating action on Nelnet was on February 6, 2009, when Moody's confirmed the company's ratings and assigned a negative outlook. Nelnet (ticker symbol NNI), a leading education financial services company based in Lincoln, Nebraska, reported total assets of $26.8 billion as of March 31, 2010. NORTH CAROLINA MUTUAL: AM Best Affirms 'C+' FSR ----------------------------------------------- A.M. Best Co. has removed from under review with negative implications and affirmed the financial strength rating of C+ (Marginal) and issuer credit rating of "b-" of North Carolina Mutual Life Insurance Company (NCM) (Durham, NC). The outlook assigned for both ratings is negative. On September 1, 2009, A.M. Best downgraded the ratings of NCM and placed the company under review with negative implications, reflecting a sharp reduction in surplus and continued operating losses. Additionally, NCM's below investment grade holdings and commercial mortgage exposure represent a significant portion of its surplus. While the investment issues remain a concern in this economic environment, NCM's most recent results show a reduced operating loss, compared to the same period in the prior year. This was a result of several initiatives to reduce operating expenses and utilize reinsurance to stabilize its surplus position. Based on these initiatives, operating results are expected to stabilize. However, the negative outlook reflects the uncertainty surrounding the successful execution of a number of initiatives designed to increase the capital position of NCM and return the company to profitability. Although capital and surplus have declined in recent years, NCM's risk-adjusted capitalization is adequate for its current ratings. It is imperative that management successfully execute upon its initiatives and generate positive operating results. If NCM's strategies are unsuccessful in the near term and capitalization erodes further, A.M. Best may need to take additional rating actions. OPTI CANADA: Board to Continue to Explore Strategic Alternative --------------------------------------------------------------- OPTI Canada Inc. responds to comments erroneously attributed to Christopher Slubicki, President and Chief Executive Officer, regarding the Company's strategic alternatives review. OPTI confirms that its Board of Directors continues to move forward in its process to explore strategic alternatives for enhancing shareholder value. The strategic alternatives may include capital market opportunities, restructuring the current credit facility, asset divestitures, and a corporate sale, merger or other business combination. The ultimate objective of carrying out this review is to determine which alternative(s) might result in superior value for OPTI shareholders. OPTI does not intend to disclose developments with respect to the strategic review process unless and until its Board of Directors has approved a definitive transaction or strategic option. There can be no assurance that any transaction will occur, or if a transaction is undertaken, as to its terms or timing. About OPTI OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. OPTI continues to carry Moody's Caa2 corporate rating and Standard & Poor's B- corporate rating. The Company's balance sheet at March 31, 2010, showed C$3.7 billion in total assets and C$2.5 billion in total liabilities for a C$763.0 million in stockholders' deficit. PAT JAMES: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- Pat James filed for bankruptcy under Chapter 11 protection, according to Alabama Live. Mr. James owes $10 million to Bay Bank; $3.95 million, Bryant Bank; and $5 million, Pat James, report citing papers filed with the bankruptcy court. Pat James is the developer of Cypress Point Development LLC. PEABODY ENERGY: Fitch Assigns 'BB+' Rating on $1.5 Bil. Loan ------------------------------------------------------------ Fitch Ratings assigned a 'BB+' rating to Peabody Energy Corporation's new $1.5 billion, five-year senior unsecured revolving credit and new $500 million, senior unsecured term loan. The term loan amortizes quarterly beginning December 2010 at $6.25 million per quarter with the remaining balance due at maturity. These ratings were affirmed on May 24, 2010: -- Issuer Default Rating at 'BB+'; -- Senior unsecured notes at 'BB+'; -- Convertible junior subordinated debentures due 2066 at 'BB-'. The Outlook is Stable. Peabody Energy Corporation's credit ratings reflect large, well diversified operations, good control of low-cost production, strong liquidity and moderate leverage. Liquidity at quarter's end was strong, with cash on hand of $1 billion and $1.5 billion of availability under the company's existing $1.8 billion revolver. Total debt with equity credit/EBITDA for the latest 12 months ended March 31, 2010, was 2.1 times. Peabody has substantial legacy liabilities resulting in adjusted leverage of 3.1x for the year ended Dec. 31, 2009. Capital expenditures in 2010 are expected to be up to $650 million, excluding federal coal reserve lease payments, which are estimated at $25 million for 2010. Interest expense is expected to be between $205 million and $210 million for the year. Peabody is targeting 2010 EBITDA of at least $1.6 billion which Fitch believes should be attainable given the company's contract position and markets for its Australian coals. Fitch expects operating cash flows will cover capital expenditures and dividends of about $75 million per year amply over the next 12-18 months. Scheduled maturities of debt are less than $20 million per year in advance of the $650 million senior notes due March 2013. Peabody should remain well within its financial covenants of a maximum consolidated leverage ratio of 4.00x (changed from 3.25x) and a minimum interest coverage ratio of 2.50x. The Stable Outlook reflects Fitch's expectation that: -- Peabody will continue to invest in Australia to the extent of its free cash flow; -- Any significant leveraged acquisitions will be financed in a balanced manner with some cash on hand and/or equity; -- Total debt with equity credit/EBITDA will remain below 2.5x over the next 18 months. Fitch would consider a negative rating action if there were a substantial recapitalization or a significant debt financed acquisition. PEABODY ENERGY: S&P Affirms Corporate Credit Rating at 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'BB+' corporate credit rating on St. Louis, Mo.-based Peabody Energy Corp. The outlook is stable. At the same time, it assigned its 'BB+' issue-level rating to the company's $2 billion senior unsecured credit facility consisting of a $1.5 billion revolving credit facility and a $500 million term loan, both of which mature in 2015. "The rating on Peabody reflects its satisfactory business risk profile, which stems from its good U.S. competitive position, substantial and diversified reserve base, and significant Australian operations," said Standard & Poor's credit analyst Marie Shmaruk. "The ongoing cost, regulatory and operating risks inherent in coal mining, the somewhat weak market conditions in the U.S., and the company's significant financial risk profile partly outweigh these positive factors." Peabody also has aggressive growth plans, including significant capital expenditures during the next several years to expand its Australian operations and to develop a mine in the Illinois Basin. The company remains acquisitive, and S&P expects that the company would use debt for at least a portion of a major acquisition. Peabody is North America's largest coal producer, with diversified reserves totaling more than 9 billion tons located in the western U.S., the Illinois Basin, and Australia. In the 12 months ended March 31, 2010, the company sold approximately 240 million tons of coal, including 28 million from its trading and brokerage operations. PEEK'N PEAK: Owes $1.2 Million in Property Taxes ------------------------------------------------ Dennis Phillips at The Observer reports that Peek'n Peak owes $1.2 million in unpaid county property taxes to its $28 million debts to creditors. The Company said it has not paid taxes since 2007. Peek'n Peak Resort -- http://www.pknpk.com/-- operates a recreational and leisure facility. Peek'n Peak Resort sought bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Ohio. The Company said it filed for Chapter 11 as its financial situation "does not seem to be improving." PHISH HOUSE: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Phish House, LLC 409 North Pacific Coast Highway, #162 Redondo Beach, CA 90277 Bankruptcy Case No.: 10-10566 Chapter 11 Petition Date: June 17, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: Thomas C. Nelson, Esq. Law Offices of Thomas C. Nelson 484 Prospect Avenue La Jolla, CA 92037 Tel: (858) 875-5092 E-mail: tom@tcnlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Rebecca Gold, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ San Diego County Tax Collector Taxes $1,100 1600 Pacific Highway San Diego, CA 92101 PINE MOUNTAIN: Files Schedules of Assets and Liabilities -------------------------------------------------------- Pine Mountain Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $20,000,000 B. Personal Property $77,150 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,460,470 E. Creditors Holding Unsecured Priority Claims $15,405 F. Creditors Holding Unsecured Non-priority Claims $8,084,351 ----------- ----------- TOTAL $20,077,150 $15,560,232* * Corrected: $15,560,226 Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine Mountain Properties, filed for Chapter 11 bankruptcy protection on April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898). Steven G. Shope, Esq., who has an office in Knoxville, Tennessee, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. PINE MOUNTAIN: Files List of 20 Largest Unsecured Creditors ----------------------------------------------------------- Pine Mountain Properties, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a list of its largest unsecured creditors, disclosing: Entity Claim Amount ------ ------------ RMT Cottages, LLC $4,244,128 1010 Wm. Blount Drive Maryville, TN 37801 Tellico Lake Properties, LLC $2,326,146 1010 Wm. Blount Drive Maryville, TN 37801 Glenn Wright Homes Tenn., LLC $500,000 1212 E. Broward Blvd. Ft. Lauderdale, FL 33301 Rarity Communities, Inc. $140,209 Hertz Equipment Rental $140,017 Smith Turf & Irrigation $51,961 Craig Nelson $50,000 Maxam Appalachia, LLC $45,675 Rarity Management LLC $42,881 Tennessee Grass Works, LLC $40,000 R & R Drilling $30,578 Juan Silva $25,000 Jorge Alban $25,000 Elena Fonte $25,000 Thomas O. Hablich $25,000 Gustavo Valez $25,000 Luz E. Giraldo $25,000 Adolfo Varon $25,000 Jorge Martinez $25,000 Nelson Fleites $25,000 Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine Mountain Properties, filed for Chapter 11 bankruptcy protection on April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898). Steven G. Shope, Esq., who has an office in Knoxville, Tennessee, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. PRIME STAR: Posts $298,800 Net Loss for First Quarter ----------------------------------------------------- Prime Star Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $298,756 for the three months ended March 31, 2010, compared with a net loss of $796,602 for the same period a year ago. The Company's balance sheet as of March 31, 2010, showed $1,240,734 in assets and $8,419,077 of liabilities, for a stockholders' deficit of $7,178,343. As reported in the Troubled Company Reporter on June 1, 2010, Gruber & Company, LLC, in Lake Saint Louis, Mo., 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 a deficit in working capital, a deficit of retained earnings, and negative stockholders equity. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6515 About Prime Star 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. RAFAELLA APPAREL: Inks Equity Incentive Award Agreements -------------------------------------------------------- Rafaella Apparel Group Inc. entered into an Equity Incentive Plan Award Agreement with John Kourakos, Chairman of the Board, granting Mr. Kourakos an option to purchase up to 111,111 shares of common stock of the Company, exercisable for $5.33 per share. Mr. Kourakos' option vests as follows: 73,327.28 on the grant date of May 21, 2010, 10,005.97 on October 1, 2010, and the remaining 27,777.75 on October 1, 2011. On June 11, 2010, the Company also entered into an Equity Incentive Plan Award Agreement with Lance D. Arneson, the Company's Chief Financial Officer, granting Mr. Arneson an option to purchase up to 111,111 shares of common stock of the Company, exercisable for $5.33 per share. Mr. Arneson's option vests as follows: 15,559.83 on the grant date of May 21, 2010, 12,217.92 on November 2, 2010, and the balance in three equal annual installments, 27,777.75 each vesting on the successive anniversaries of the May 21st grant date. The foregoing summary of each of Mr. Kourakos' and Mr. Arneson's Equity Incentive Plan Award Agreements does not purport to be complete and are qualified in their entirety by the Equity Incentive Plan Award Agreements A full-text copy of the Equity Incentive Plan Award Agreement between the Company and John Kourakos is available for free at: http://ResearchArchives.com/t/s?651b A full-text copy of the Equity Incentive Plan Award Agreement between the Company and Lance D. Arneson is available for free at: http://ResearchArchives.com/t/s?651c 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. 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. REALOGY CORP: S&P Gives Developing Outlook; Affirms 'CC' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Realogy Corp. to developing from negative. S&P affirmed all ratings on the company, including the 'CC' corporate credit rating. "The outlook revision to developing reflects operating improvements at Realogy since the December 2009 quarter that are likely to continue in the June 2010 quarter," said Standard & Poor's Ratings Services credit analyst Emile Courtney, "largely due to the temporary first-time homebuyer tax credit." As a result, S&P believes S&P is in a position to begin articulating potential upside for Realogy's current 'CC' rating if the U.S. residential housing market can recover over the intermediate term. This is notwithstanding S&P's expectation that in terms of existing home sales the U.S. residential housing market will likely experience a moderate decline in the second half of 2010 and home prices are likely to be about flat due to the expiration of the first-time homebuyer tax credit on June 30, 2010. "S&P's developing outlook indicates that its 'CC' rating on Realogy could go up or down depending upon the direction of the U.S. residential housing market," added Mr. Courtney. Upside potential exists if Realogy can generate adequate EBITDA to cover total interest expense (including paid-in-kind [PIK] interest) and other calls on cash, and otherwise maintain a manageable liquidity position with adequate cash balances and revolver availability, but any future upgrade is probably limited to the 'CCC' category under these circumstances. Higher potential ratings above the 'CCC' category would likely be contingent upon S&P's expectation that Realogy will produce sustainable levels of positive discretionary cash flow that enable the company to begin reducing its large debt balances, which totaled about $7.6 billion (including operating leases and securitization debt). Leverage was high, at 15x at March 2010, although this was an improvement compared to 20x one year ago. REMEDIAL CYPRUS: Says Yantai Raffles Slowing Sale of Vessels ------------------------------------------------------------ To recall, Remedial (Cyprus) Public Co. Ltd. received permission from the Bankruptcy Court in late May to sell its two elevated support vessels for the offshore oil and gas industry. Remedial is now asking the Bankruptcy Court extend its exclusive right to propose a Chapter 11 plan, as the sales have not been completed. The hearing on the exclusivity motion will be held June 30. According to Bill Rochelle at Bloomberg News, Remedial said in a court filing that completion of the sale is being held up by a dispute with a builder of one of the vessels. The Bloomberg report relates that secured bondholders owed $230 million were authorized to purchase the vessels in exchange for $120 million in debt plus whatever is outstanding on the $5 million post-bankruptcy loan. The bondholders must also pay costs to cure contract defaults. Yantai Raffles Shipyard Ltd., the builder of one vessel, claimed that the contract was terminated for breach. The contract was to be one of the assets transferred in the sale. Remedial said in a court filing that the buyers may take advantage of a provision in the contract to complete one purchase before the other. Increase in DIP Financing According to Bloomberg News, at the June 30 hearing Remedial will also ask the judge to approve an increase in financing from $5 million to $6.5 million. Financing for the Chapter 11 case comes from the bondholders who are owed a net of $177 million. 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. RIM DEVELOPMENT: Proposes to Pay Claims from Property Sales ----------------------------------------------------------- RIM Development, LLC, filed with the U.S. Bankruptcy Court for the District of Kansas Disclosure Statement explaining its proposed amended Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. Under the Plan, the Debtor proposes to pay all secured and unsecured claims a pro rata share of 2/3 of the proceeds from property sales so that all claims but that of Textron are paid within 4 years based on projected sales. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/RIMDevelopment_DS.pdf Roca, Nebraska-based RIM Development, LLC, filed for Chapter 11 bankruptcy protection on January 22, 2010 (Bankr. D. Kan. Case No. 10-10132). Susan G. Saidian, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ROBERT GILBERT: Files Schedules of Assets and Liabilities --------------------------------------------------------- Robert Clark Gilbert filed with the U.S. Bankruptcy Court for the Northern District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,079,000 B. Personal Property $10,640,750 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,410,000 E. Creditors Holding Unsecured Priority Claims $10,015 F. Creditors Holding Unsecured Non-priority Claims $1,764,527 ----------- ----------- TOTAL $11,719,750 $5,184,542 Acworth, Georgia-based Robert Clark Gilbert filed for Chapter 11 bankruptcy protection on March 15, 2010 (Bankr. N.D. Ga. Case No. 10-41047). Joseph J. Burton, Jr., Esq., who has an office in Atlanta, Georgia, assists the Debtor in his restructuring effort. The Debtor listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. RYLAND GROUP: Files Annual Report on Savings Opportunity Plan ------------------------------------------------------------- An annual report on Form 11-K was filed for The Ryland Group, Inc. Retirement Savings Opportunity Plan for the period ended December 31, 2009. The Plan had net assets available for benefits of $148,671,718 at December 31, 2009. A full-text copy of the Form 11-K is available at no charge at http://ResearchArchives.com/t/s?651e About Ryland Group Headquartered in Calabasas, California, The Ryland Group, Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country and is listed on the New York Stock Exchange under the symbol "RYL." Ryland posted its third consecutive annual net loss, reporting $162,474,000 net loss for 2009, $396,585,000 for 2008, and $333,526,000 for 2007. As of March 31, 2010, the Company had $1.7 billion in total assets and $1.1 billion in total liabilities, resulting in $639.2 million in stockholders' equity. * * * As reported by the Troubled Company Reporter on June 21, 2010, Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer Default Rating at 'BB'; and Senior unsecured debt at 'BB'. The Rating Outlook has been revised to Stable from Negative. Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3" probability of default rating, "Ba3" senior unsecured notes rating, and "SGL-2" speculative grade liquidity rating. Ryland Group carries Standard & Poor's Ratings Services' 'BB-' corporate credit and senior unsecured note ratings. SANMINA: Fitch Upgrades Senior Unsecured Notes to 'BB/RR1' ---------------------------------------------------------- As a result of updating its Recovery Ratings for U.S. technology companies, Fitch Ratings has upgraded certain issue ratings for these companies: Kodak -- Senior unsecured notes upgraded to 'B+/RR2' from 'B-/RR4'. Sanmina -- Senior unsecured notes upgraded to 'BB/RR1' from 'BB-/RR2'; -- Senior subordinated debt upgraded to 'B/RR4' from 'CCC/RR6'. SEQUENOM INC: Board Adds CFO Paul Maier to Benefit Plan ------------------------------------------------------- The Board of Directors of Sequenom Inc. added Paul V. Maier, its Chief Financial Officer, to Sequenom's "change in control severance benefit plan." Meanwhile, on June 14, 2010, Sequenom held its Annual Meeting at which the stockholders: i) elected Ernst-G�nter Afting, Kenneth F. Buechler, John A. Fazio, Harry F. Hixson, Jr., Richard A. Lerner, Ronald M. Lindsay and David Pendarvis as directors to hold office until Sequenom's annual meeting of stockholders in 2011, ii) approved an amendment to Sequenom's 2006 Equity Incentive Plan to increase the number of shares of Sequenom's common stock available for issuance under such plan by 3,000,000 shares, and iii) ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent auditors of Sequenom for the fiscal year ending December 31, 2010. Sequenom had 62,164,582 shares of common stock outstanding and entitled to vote as of the close of business on April 19, 2010, the record date for the Annual Meeting. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. The Company's balance sheet for March 31, 2010, showed $70.6 million total assets and $15.5 million total current liabilities, for a $50.0 million stockholders' equity. Ernst & Young LLP of San Diego, California, has expressed substantial doubt against Sequenom's ability as a going concern. The auditor noted that the Company has incurred recurring operating losses and does not have sufficient working capital to fund operations through 2010. SMART ONLINE: Atlas Capital Holds 40% of Common Stock ----------------------------------------------------- Atlas Capital, SA, disclosed that as of June 2, 2010, it has acquired, in the aggregate, 7,265,269 shares -- or 40% -- of Smart Online Inc. Common Stock either from the Company or from other shareholders of the Company. Atlas has paid an aggregate of $19,644,247.08 for these shares from corporate funds, including 56,206 shares acquired from Dennis Michael Nouri (the former President and Chief Executive Officer of the Company) pursuant to a note cancellation agreement. In exchange for the shares acquired from Mr. Nouri, Atlas cancelled a note under which Mr. Nouri owed Atlas principal and interest totaling $85,117. Atlas said it acquired the shares of Common Stock for investment purposes. Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides website consulting services, primarily in the e-commerce retail industry products and services. * * * The Company's balance sheet as of March 31, 2010, showed $1,146,666 in assets and $17,453,810 of liabilities, for a stockholders' deficit of $16,307,144. SMURFIT-STONE CONTAINER: Court Confirms Plan of Reorganization -------------------------------------------------------------- Smurfit-Stone Container Corporation disclosed that Judge Brendan Shannon of the U.S. Bankruptcy Court in Wilmington, Delaware, entered an order confirming the Joint Plan of Reorganization and Plan of Compromise and Arrangement filed by the Company and each of its subsidiaries and affiliates currently acting as debtors in possession under Chapter 11 of the United States Bankruptcy Code, including those Debtors that are Canadian subsidiaries and parties to the Companies' Creditors Arrangement Act proceeding. This action, which follows similar relief previously granted in Canada, positions Smurfit-Stone to emerge from Chapter 11 in the U.S. and CCAA protection in Canada. "With confirmation of the Plan of Reorganization, Smurfit-Stone is now on a path to emerge from our financial restructuring on June 30," said Patrick J. Moore, chairman and CEO of Smurfit- Stone. "Upon consummation of the restructuring plan, we will have successfully reduced our debt and realigned our capital structure in a way that dramatically improves the Company's prospects for long-term growth and profitability. "We are pleased to have been able to reach agreement with our creditors and stockholders on a plan that enables us to continue to drive value for our stakeholders and help our customers grow their businesses," continued Mr. Moore. "I particularly want to thank our employees, whose hard work and enduring dedication have allowed us to continue meeting and exceeding our customers' expectations throughout this process and whose efforts contributed greatly to positioning us for a successful emergence." Smurfit-Stone will host an emergence conference call and webcast to update investors on the newly restructured company on Thursday, July 1 at 11:00 a.m. ET. To access the presentation dial (800) 261-3417; access code 13274863 or visit Smurfit-Stone's website at www.smurfit-stone.com . As previously announced, Smurfit-Stone's POR received overwhelming support from its creditor constituencies. On May 13, 2010, the Ontario Superior Court of Justice issued an order sanctioning the POR in the CCAA proceedings in Canada. On May 24, 2010, Smurfit-Stone announced that it reached a resolution with certain holders of the Company's preferred and common stock. The resolution provides that 4.5% of the new common stock of the reorganized Company that the POR previously provided for distribution to unsecured creditors will now be distributed to the Company's current stockholders, with 2.25% being distributed pro rata to the holders of the Company's preferred stock and 2.25% being distributed pro rata to holders of the Company's common stock. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCoopers LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SOJAC I: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------- John Yantis at The Arizona Republic reports that Sojac I filed for bankruptcy under Chapter 11 on the same day its manager ML Manager LLC planned a trustee sale on the Company's property. According to the report, ML Manager said the Company owes Mortgages Ltd., a precursor to ML Manager, $24 million for the property. Donald Gaffney at Snell & Wilmer represents the Company. Sojac I is a group of developers headed by Dale Jensen. SONIC AUTOMOTIVE: S&P Gives Positive Outlook; Keeps 'B+' Rating --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Charlotte, N.C.-based Sonic Automotive Inc. to positive from stable and affirmed the ratings on the company, including the 'B+' corporate credit rating. "The outlook revision indicates S&P believes there is a one-in- three chance S&P could raise the rating on Sonic in the year ahead because S&P believes the company has demonstrated its ability and willingness to improve its credit measures in the near term," said Standard & Poor's credit analyst Nancy Messer. "For example, S&P estimate that lease adjusted leverage for the 12 months ended April 30, 2010, declined to about 5.5x as adjusted for the company's recent refinancing," Ms. Messer added. "In S&P's opinion, the company is positioned to reduce leverage further by way of increased EBITDA margins, achieved in part through aggressive cost initiatives, in combination with what S&P believes to be permanent debt reduction." S&P's view incorporates the assumption that new vehicle auto sales in the U.S. have stabilized and should expand in the year ahead, and that Sonic's financial policy will continue to support leverage reduction and highly disciplined use of cash for capital spending. S&P expects the management of Sonic to remain focused on operational improvements and cash flow generation rather than expansion through acquisitions in the year ahead. Although new vehicle sales accounted for only 21% of Sonic's same store gross profit for 2009, new vehicles accounted for 53% of sales and drive dealership customer throughput and enhance part and service revenue potential. S&P expects U.S. sales of new light vehicles to reach 11.7 million units in 2010, an increase of about 13% from the 2009 level of 10.3 million units which benefited from the effect of the Cash for Clunkers program. Still S&P's projected 2010 level remains below the weak sales levels of 2008. The ratings on Sonic, one of several large consolidators in the highly competitive U.S. auto retailing industry, reflect S&P's view of the company's business risk profile as fair and its financial risk profile as aggressive, characterized by high leverage. In S&P's opinion, the company's ability to generate free cash from operations on a fairly consistent basis, in conjunction with minimizing capital investment in dealerships and refraining from making large acquisitions, mitigates its high leverage that resulted from lower earnings during the recession. The ratings reflect S&P's view of the resilience of Sonic's business model, with its diverse revenue stream. Sonic operates dealership franchises in 15 states, predominately in the Southeast, West, and Southwest; in 2009, 21% of Sonic's revenues came from dealerships in the Houston market. Favorably, more than 80% of Sonic's total new-vehicle revenue comes from import and luxury vehicles that tend to have a fairly loyal customer base for vehicle maintenance. For 2009, Sonic's top new-vehicle sales were from BMW AG (17%), Honda Motor Co. Ltd. (14%), Toyota Motor Corp. (12%), Mercedes 10%, and Ford Motor Co. (9%). Sonic has dual- class common stock that places voting control with O. Bruton Smith and B. Scott Smith, the founders and holders of the class B common stock. The positive outlook reflects S&P's opinion that there is a one- in-three chance S&P could raise the corporate credit rating on Sonic to 'BB-' in the year ahead. This might occur if the company continues to offset difficult auto sales with its revenue diversity and operating efficiencies, combined with generating positive free cash and reducing debt, through 2010. This could happen if the company's lease-adjusted leverage drops to 4.5x or less as a result of using free cash flow for permanent debt reduction and/or increasing EBITDA. S&P estimate that lease- adjusted leverage for the 12 months ended April 30, 2010, was 5.5x. To raise the ratings, S&P would need to believe that the company would not pursue large acquisitions and capital investment projects that would raise leverage in the near term. Alternatively, S&P could revise the outlook to stable if S&P believed the company would not report free cash flow in the year ahead -- perhaps because of a high level of acquisitions and/or investment in dealer upgrades -- limiting its ability to reduce debt. If debt remains flat and EBITDA were to remain at about $185 million -- the level S&P estimates the company earned for the 12 months ended March 31, 2010 -- adjusted leverage would remain near 5.5x. This could occur if the U.S. economy remains weak and the company is unable to reduce its cost base to fit the reduced revenue. STATION CASINOS: Files First Amended Plan & Disclosure Statement ---------------------------------------------------------------- Station Casinos, Inc., and its debtor affiliates delivered to Judge Zive of the U.S. Bankruptcy Court for the District of Nevada their First Amended Joint Plan of Reorganization and accompanying Disclosure Statement on June 15, 2010. The Amended Plan contemplates that the Debtors will conduct an orderly sale process for substantially all of their assets other than those assets that will be sold or transferred to Propco or New Propco and certain other excluded assets or the "New Opco Acquired Assets" on a going concern basis, under the supervision of the Bankruptcy Court and in a manner designed to procure the highest and best transaction available. The Amended Plan also contemplates the sale of the New Opco Acquired Assets pursuant to the successful bid that emerges from the Opco auction. The successful bid may differ in a variety of respects from the stalking horse bid. To the extent the stalking horse bid is not the successful bid and the successful bid varies in terms or structure from the stalking horse bid, the Debtors reserve the right to amend the Plan to reflect those variations as appropriate and to provide supplemental disclosure of those amendments as the Bankruptcy Court may require. According to the Debtors, the Plan also has the support of the Consenting Opco Lenders, who in the aggregate hold approximately 60% in dollar amount of the claims arising under the Prepetition Opco Credit Agreement, and the holder of all the claims under the Prepetition Opco Swap Agreement. Asset Purchase Agreement As authorized by the Bid Procedures Order, the Opco Group Sellers have accepted an offer from, and entered into an asset purchase agreement with, FG Opco Acquisition LLC. The Stalking Horse Bidder is an entity owned in whole or in part by FG and the Mortgage Lenders. The purchase price to be paid under the Stalking Horse APA is approximately $772 million. The Bid Procedures Order provides for a competitive bidding process culminating in the Opco Auction commencing on August 6, 2010. If the Stalking Horse Bid is not the Successful bid as a result of the Opco Auction, the Debtors anticipate (a) amending the Plan to reflect and incorporate the terms and conditions of the Successful Bid, and (b) providing those supplemental disclosures of those amendments as the Bankruptcy Court may require. The Debtors relate that if the Plan is confirmed, certain Non- Debtor Affiliates may file for bankruptcy relief in order to effectuate certain of the transactions contemplated by, or required under, the Plan. The Debtors expect that any filings would not affect or disrupt the ordinary course operations of the Debtors or the Non-Debtor Affiliates in any material way. In connection with consummation of the Plan and New Opco's receipt of the New Opco Acquired Assets, New Opco will enter into or cause to be entered into a number of agreements and transactions designed to allow new Opco to operate the New Opco Acquired Assets as a going concern business. Those agreements and transactions will include, among others: -- The New Opco Credit Agreement -- The New Opco PIK Credit Agreement -- The New FG Management Agreement -- The IP License Agreement Additional Disclosures (A) Texas Station Gambling Hall & Hotel Texas Station is subject to a ground lease. The landlord is Texas Gambling Hall & Hotel, Inc., which is an affiliate of a member of the Fertitta family but is not owned or controlled by Frank or Lorenzo Fertitta or FG. The ground lease contains a change of control provision that requires the lessee to purchase the ground lease property upon a change of control if the landlord elects to exercise the Texas Put Right. The lessor has one year from the change of control to exercise the Texas Put Right. (B) GV Ranch Station, Inc. GV Ranch Station, Inc., a wholly owned subsidiary of SCI, owns a 50% equity interest in the joint venture that owns Green Valley Ranch and also manages Green Valley Ranch. GVRS has filed a Chapter 11 case that is being jointly administered with SCI's Chapter 11 case and those of SCI's other Affiliates. The joint venture that owns Green Valley Ranch has commenced discussions with its own lenders about restructuring alternatives. (C) Gun Lake Tribe Under the terms of the amended and restated development agreement with Gun Lake, MPM Enterprises, LLC, has agreed to arrange financing for the ongoing development costs and construction of the Casino, including periodic loans to Gun Lake for operating expenses and credit support in the form of a $15,000,000 cash deposit to secure completion and keep well obligations. As a result of these obligations, MPM has made loans for development expenses in the approximate amount of $58,600,000 as of May 31, 2010, and SC Michigan LLC has made construction advances to Gun Lake in the approximate amount of $17,600,000 as of May 31, 2010. (D) Lukevich, Scott and St. Cyr Litigation On or about April 30, 2010, Josh Lukevich, Cathy Scott and Julie St. Cyr and the Debtors reached preliminary agreement on the terms of a global settlement of all claims asserted in the Complaint. Pursuant to the settlement, the current and former employees of the Debtors that are members of the class will have: (a) an aggregate allowed $5 million general unsecured claim against SCI in the bankruptcy case in respect of all of the claims alleged in the Complaint that arose prior to January 28, 2009; and (b) an aggregate allowed $1.2 million claim against SCI in respect of all of the claims alleged in the Complaint that arose on and after January 28, 2009 through the date of final approval of the settlement by the Bankruptcy Court. The settlement remains subject to final documentation, and will further require (i) preliminary approval by the Bankruptcy Court, (ii) notice to the current and former employees covered by the Complaint of their right to object to the settlement or be excluded therefrom, and (iii) final approval by the Bankruptcy Court. A full-text copy of the Amended Plan is available for free at: http://bankrupt.com/misc/SCI_PlanJune15.pdf A blacklined version of the Amended Plan is available for free at http://bankrupt.com/misc/SCI_PlanBlackJune15.pdf A full-text copy of the Disclosure Statement explaining the First Amended Plan is available for free at: http://bankrupt.com/misc/SCI_DSJune1.pdf A blacklined version of the Disclosure Statement explaining the First Amended Plan is available for free at: http://bankrupt.com/misc/SCI_BlackDSJune15.pdf 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: Proposes to Reject Option Agreement With UAIC -------------------------------------------------------------- Debtor Station Casinos, Inc., seeks the Court's authority to reject an Option, Purchase and Sale Agreement and Joint Escrow Instructions, dated June 19, 2007, with the United Auburn Indian Community. The Debtor seeks to reject an option to purchase a real property located in unincorporated Placer County, California, from the UAIC for $7,100,812 because, according to the Debtor, the market value of the Real Property has dropped dramatically since the Option Agreement was executed. Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California, tells the Court that according to an independent appraisal of the Real Property prepared on March 15, 2010, the market value of the Real Property is approximately $2,830,000 and thus the option has no economic value to the Debtor's estate. The Debtor sold, on June 29, 2007, the Real Property to the UAIC for $7,100,812. The UAIC purchased the Real Property to use as overflow parking for the casino it owns and operates, Thunder Valley Casino, and for staging for the construction of an expansion of Thunder Valley Casino. The Real Property is located across Athens Avenue from Thunder Valley Casino. At the time of the sale to the UAIC, the Debtor's subsidiary, Station California, LLC, was managing Thunder Valley Casino for the UAIC pursuant to a Management Agreement. Because the Management Agreement was extant when the Debtor sold the Real Property to the UAIC, SCI negotiated for and obtained a three- year option to re-purchase the Real Property at the same price the UAIC paid. Under the terms of the Option Agreement, the Debtor has the option -- but not the obligation -- to purchase the Real Property at the Option Price prior to December 19, 2010. If the option is not exercised and a sale transaction concluded prior to December 19, 2010, the Option Agreement terminates by its own terms. According to Mr. Shenfeld, the Management Agreement expired pursuant to its terms on June 9, 2010, therefore, Station California no longer manages Thunder Valley Casino for the UAIC. As required by the Management Agreement, during its tenure, Station California assisted the UAIC in selecting a management team and trained UAIC's employees to manage Thunder Valley Casino themselves and transitioned the responsibilities of managing Thunder Valley Casino to UAIC employees. A management team selected by the UAIC currently manages Thunder Valley Casino. Subsequent to the expiration of the Management Agreement, the UAIC and Station California entered into a two-week consulting agreement which provides that Station California will consult with and advise the UAIC on various operational issues; including, but not limited to, evaluation of management personnel, review of gaming, hotel, food and beverage, and spa operations, review of labor scheduling, and financial analysis. It commenced on June 10, 2010, and will expire on June 24, 2010. Station California is currently negotiating with the UAIC to extend the term of such consulting agreement up to December 31, 2010. During negotiations related to the consulting agreement, the UAIC indicated that, in light of the termination of the Management Agreement, and, notwithstanding the current value of the Real Property in relation to the Option Price of the Real Property, the UAIC has conditioned the extension of the consulting agreement upon the Debtor's rejection of the Option Agreement. The UAIC wants the Option Agreement rejected in order to obtain certainty as to the UAIC's future ownership of the Real Property. In response to the UAIC's request, the Debtor's management, after due consideration, determined that is unlikely that SCI will exercise the option before it expires on its own terms on December 19, 2010. Mr. Shenfeld says the Debtor's determination was based on the Appraisal, which indicates that the Option Price exceeds the current market value of the Real Property by almost $5,000,000, and the Debtor's review of that appraisal with a representative of CB Richard Ellis, with knowledge of the Placer County real estate market, who agreed with the valuation of the Real Property set forth in the Appraisal. The Debtor's determination was also based on its current status as a debtor-in-possession in the midst of a sale of substantially all of its assets in a public auction, and the Debtor's management's knowledge of the depressed real property re-sale conditions in the area surrounding Thunder Valley Casino. In a separate declaration in support of the motion, Scott Nielson, executive vice-president and chief development officer of Station Casinos, Inc., maintains that the rejection of the Option Agreement is appropriate, warranted and in the best interest of the Debtor's estates and creditors. 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: Parties Object to Stay of Auction -------------------------------------------------- The Official Committee of Unsecured Creditors in Station Casinos Inc.'s cases asks the U.S. Bankruptcy Court for the District of Nevada for a stay pending its appeal of the order establishing the bidding procedures and deadlines relating to sale process for substantially all of the assets of Station Casinos, Inc., and certain "Opco" subsidiaries. The Committee tells the Court that it is confident that it will be able to meet its burden and believes that it has a fair chance of success on the merits of its appeal. According to the Committee, the Court had insufficient evidence that the Bidding Procedures were an exercise by the Debtors of their business judgment. "Proceeding with the sale of assets in the face of the Committee's pending appeal is reasonably likely to cause substantial injury to the Debtors' creditors," asserts Brett Axelrod, Esq., at Fox Rothschild LLP, in Las Vegas, Nevada, counsel for the Committee. He adds that if the sale is allowed to proceed under the Bidding Procedures prior to appellate review, the excluded assets will be transferred from the Debtors' estates without any valuation or market test, which will irreparably harm the Debtors' creditors as they will never be able to realize maximum value for the Debtors' assets. Parties Object Station Casinos, Inc., and its debtor affiliates, Deutsche Bank Trust Company of America, and Debtor FCP PropCo, LLC, oppose the Committee's motion for stay pending appeal: (a) Debtors The Debtors assert that the appeal is premature. According to the Debtors, it is well-established that bidding procedures orders or similar sale orders are interlocutory in nature and not subject to immediate appeal. The Debtors maintain that even if the Bidding Procedures Order were final and appealable, the Committee has failed to fulfill its burden of proving that the "extraordinary remedy" of a discretionary stay is necessary. "A stay of the Bidding Procedures . . . would result in the potential for a substantial destruction of value for the OpCo estates and its creditor constituencies," argues Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California -- tkreller@milbank.com -- counsel for the Debtors. Mr. Kreller adds that any delay will place in substantial jeopardy the $772 million OpCo stalking horse bid -- a bid that provides an 87% recovery to OpCo's Secured Lenders and protects OpCo from the enormous downside risk of a naked auction. (b) Deutsche Bank Deutsche Bank, as administrative agent for the prepetition senior secured lenders, avers that a stay could threaten the continued existence of the agreements that have been negotiated, including the Stalking Horse Bid, and the potential unwinding of the agreements and transactions contemplated in the Bidding Procedures Order would have severe consequences for the Opco estates. In support of the Administrative Agent's response, Jason S. Friedman, an associate of Simpson Thacher & Bartlett LLP, delivered to the Court documents containing budget as prepared by SCI to the Interim Order dated July 31, 2009, a full-text copy of which is available for free at: http://bankrupt.com/misc/SCI_FriedmanDeclaration.pdf Bank of Scotland, plc, a lender and a member of the Steering Committee, submitted to the Court a joinder to Deutsche Bank's response. Bank of Scotland relates that it holds approximately $100 million of the aggregate outstanding principal indebtedness under the Opco Loan Agreement, representing over 11% of the OpCo Lender claims, but holds no claims against or interests in the PropCo Debtors. (c) FCP PropCo Debtor FCP PropCo, LLC, asserts that the Committee's request for a stay pending the appeal of the Court's Bid Procedures Order must be denied because the Committee fails to establish any one of the four requirements necessary to obtain a stay pending appeal pursuant to Rule 8005 of the Federal Rules of Bankruptcy Procedure. The Debtor adds that a stay pending an appeal is an extraordinary remedy that carries a heavy burden to establish -- from which the Committee falls far short. The Debtor asks the Court to deny the Motion because the Committee has failed to: -- establish the appeal's likelihood of success, on either procedural or substantive grounds; -- establish that it would suffer irreparable harm; -- establish that the requested stay would not substantially harm the Debtors; and -- show that a stay would further the public interest. In the alternative, the Court must require the Committee to post a bond to secure the Debtors against harm caused by the stay, the Debtor adds. Committee's Appeal The Creditors Committee, through its appeal, wants the U.S. Bankruptcy Court for the District of Nevada to determine whether the Bankruptcy Court erred: (1) by approving Bidding Procedures that fail to either establish the actual value of the Excluded Assets or subject those assets to a market test by including them in the auction; (2) by approving Bidding Procedures that provide for only a $35 million credit to third party purchasers for the Excluded Assets, and in approving an insider Stalking Horse Bid that requires transfer of the Excluded Assets, without any competent evidence with respect to the value of those assets and despite admissions by the Debtors and their lenders that the Excluded Assets are worth in excess of $35 million, precluding the Debtors' estates from receiving maximum value for the Excluded Assets; (3) by approving Bidding Procedures that incorporate a purported resolution of a put right held by an insider who is the landlord under Texas Station, LLC's ground lease when that resolution was not proper before the Bankruptcy Court, was tainted by insider dealing, and provides a $75 million advantage for the Stalking Horse Bidder over potential third party bidders, thus tainting the auction process and chilling the bidding; (4) by approving Bidding Procedures when the Debtors breached their duties by failing to conduct any reasonable analysis of the ability to eliminate the put right relating to Texas Station, LLC's ground lease in its entirety, thus discouraging potential third party bidders and chilling the bidding; (5) by approving Bidding Procedures that will result in an auction process that is illusory because the Stalking Horse Bid is tainted by insider dealing and is highly conditional given that the Stalking Horse Bidder does not have to meet all of the conditions imposed by the Bidding Procedures on other third party bidders seeking to become Qualified Bidders, tainting the auction process as benefiting an insider bid; (6) in approving Bidding Procedures that do not meet applicable statutory standards for that approval; (7) in not applying a heightened scrutiny standard in approving Bidding Procedures that incorporate an insider Stalking Horse Bid where insiders of the Stalking Horse Bidder also participated as officers and directors of the Debtors throughout the process for selecting the Stalking Horse Bid and where other conflicts also affected the process in which the Stalking Horse Bid was selected; and (8) in placing evidentiary weight on the report of Alvarez and Marsal North America, LLC in approving the Bidding Procedures without a sufficient record for treating the report as admissible evidence for purposes of valuing the Excluded Assets. In a separate filing, Mary A. Schott, the clerk of the Bankruptcy Court, notifies parties-in-interest that the appeal has been referred to the U.S. District Court for the Appellant has filed an election for hearing before the U.S. District Court. The Committee has indicated that it elects to have the appeal be heard by the District Court rather than by the U.S. Bankruptcy Appellate Panel for the Ninth Circuit. 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) SUMMER REGIONAL: Can Sell Assets to LifePoint for $145 Million -------------------------------------------------------------- April Wortham, staff writer of Business Journal of Nashville, reports that a federal bankruptcy judge approved the sale of Summer Regional Health Systems and Summer Regional Medical Center to LifePoint Hospitals Inc. for $145 million. Summer County, according to the report, can attempt to collect its disputed assets after the sale closes. The proposed sale, which has already received antitrust clearance from the Federal Trade Commission, is still under review by the state Attorney General's Office, she notes. About Sumner Regional Summer Regional Health Systems Inc. operates a hospital system with four hospitals in north-central Tennessee and its flagship in Gallatin. Sumner Regional Health Systems, Inc. -- dba Sumner Regional Medical Center, SRHS Professional Services, Sumner Station, Sumner In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for Women at Sumner Station, Diagnostic Center at Sumner Station, Outpatient Rehab Services at Sumner Station, The Fitness Center at Sumner Station, Sumner Crossroads, and Executive House Apartments -- filed for Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. M.D. Tenn. Case No. 10-04766). Robert A. Guy, Esq., at Frost Brown Todd LLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. TARRAGON CORP: Court Approves Amended Reorganization Plan --------------------------------------------------------- Tarragon Corp. won approval Friday for its Chapter 11 plan, which calls for the real estate developer to shed some assets but preserves a group of investment properties that will remain a viable operating enterprise owned by creditors and Tarragon management, Bankruptcy Law360 reports. Law360 says Judge Donald Steckroth of the U.S. Bankruptcy Court for the District of New Jersey signed off on an order confirming Tarragon's second amended reorganization plan. About Tarragon Corporation Based in New York City, Tarragon Corporation (NasdaqGS:TARR) -- http://www.tarragoncorp.com/-- is a leading developer of multifamily housing for rent and for sale. Tarragon's operations are concentrated in the Northeast, Florida, Texas, and Tennessee. Tarragon and its affiliates filed for Chapter 11 protection on January 12, 2009 (Bankr. D. N.J. Case No. 09-10555). The Hon. Donald H. Steckroth presides over the case. Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R. Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A. represent the Debtor as bankruptcy counsel. TEXAS RANGERS: Unsecureds Now to Recover 100% Plus Interest ----------------------------------------------------------- Texas Rangers Baseball Partners filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement explaining the proposed Prepackaged Reorganization Plan, amended as of June 17, 2010. As reported in the Troubled Company Reporter on June 17, Bill Rochelle at Bloomberg News reported that the official committee of unsecured creditors for Texas Rangers Baseball Partners said in a June 11 court filing that the proposed Chapter 11 plan must be amended to give unsecured creditors interest on their claims plus the right to sue in any court if they are shortchanged. Without the changes, the Committee says that unsecured creditors are impaired and entitled to vote on the Plan. According to the amended Disclosure Statement, the Plan provides for the sale of substantially all of the assets of TRBP - including the Texas Rangers Major League Baseball Club - to Rangers Baseball Express LLC, an entity controlled by Chuck Greenberg and Nolan Ryan, through the Prepackaged Plan. As a result of the sale, all creditors of TRBP will receive payment in full of all of their allowed claims. Most claims will be assumed by the purchaser. Claims that are not assumed by the purchaser will be paid in full by TRBP from the proceeds of the sale, including the $75 million of obligations under the HSG Credit Agreement guaranteed by TRBP. TRBP is seeking Bankruptcy Court confirmation of the Prepackaged Plan on July 9 and hopes to consummate the sale by mid-summer. Under the amended Plan, Class 7 - Assumed General Unsecured Claims - will include postpetition interest at a rate specified by the Bankruptcy Court as the rate applicable by contract, statute, or otherwise or the federal judgment rate, and any other fees or charges due and owing under the terms of the holder's contract or agreement or under applicable law. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/TexasRangers_AmendedDS.pdf 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. 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 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 TRBP. TLC VISION: Medical Management Appeals Confirmation Order --------------------------------------------------------- Bankruptcy Law360 reports that Medical Management Affiliates Inc. has appealed a bankruptcy judge's recent confirmation of TLC Vision Corp.'s reorganization plan, claiming a key provision will strip it of its rights to convert all or part of its membership units into cash because the reorganized eye care company will no longer be publicly traded. MMA -- which is a party to an executory contract with TLC Vision and its TLC Michigan LLC unit -- lodged an official notice of appeal Thursday, according to Law360. Based in Chesterfield, Mo., TLC Vision Corporation -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLC Vision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision Corporation and two of its wholly owned subsidiaries, TLC Vision (USA) Corporation, and TLC Management Services, Inc. filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. As reported in the Troubled Company Reporter on May 21, 2010, TLC Vision (USA) Corporation officially emerged from Chapter 11 as a newly reorganized private company. TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt ---------------------------------------------------------- Top Ships Inc. filed June 18, 2010, its annual report on Form 20-F for the year ended December 31, 2009. Deloitte, Hadjipavlou, Sofianos, & Cambanis S.A., in Athens, Greece, 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 inability to comply with financial covenants under its current loan agreements as of December 31, 2009, and its negative working capital position. The Company reported a net loss of $50.2 million on $108.0 million of revenue for 2009, compared with net income of $25.6 million on $257.4 million of revenue for 2008. The Company's balance sheet as of December 31, 2009, showed $675.1 million in assets, $427.9 million of liabilities, and $247.2 million of stockholders' equity. A full-text copy of the annual report is available for free at: http://researcharchives.com/t/s?6516 Headquartered in Maroussi, Greece, Top Ships Inc. (Nasdaq GS:TOPS) -- http://www.topships.org/-- is a a provider of international seaborne transportation services, carrying petroleum products, crude oil for the oil industry and drybulk commodities for the steel, electric utility, construction and agriculture-food industries. As of June 18, 2010, the Company's fleet consists of thirteen owned vessels (eight tankers and five drybulk vessels). TOP SHIPS: Reports $884,000 Net Income in Q1 Ended March 31 ----------------------------------------------------------- Top Ships Inc. reported net income of $884,000 on $23.1 million of revenue for the three months ended March 31, 2010, compared with net income of $1.4 million on $29.8 million of revenue for the same period of 2009. The Company's balance sheet at March 31, 2010, showed $664.0 million in assets, $415.5 million in liabilities, and $248.5 million of stockholders' equity. Deloitte, Hadjipavlou, Sofianos, & Cambanis S.A., in Athens, Greece, 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 inability to comply with financial covenants under its current loan agreements as of December 31, 2009, and its negative working capital position. As of March 31, 2010, the Company had total indebtedness under senior secured and unsecured credit facilities with its lenders of $392.7 million (excluding unamortized deferred financing fees of $4.8 million) with maturity dates from 2010 through 2019. As of March 31, 2010, the Company had no non-restricted cash. As of March 31, 2010, the Company was in breach of loan covenants relating to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), overall cash position (minimum liquidity covenants and minimum operating accounts balance), adjusted net worth, net asset value and asset cover of product tankers with certain banks not previously waived. As a result of these covenant breaches with all of its banks, the Company classified all of its debt and financial instruments as current. The amount of long-term debt and financial instruments that have been reclassified and presented together with current liabilities amounts to $339.8 million and $9.8 million, respectively. A full-text copy of the Form 6-K filing is available for free at: http://researcharchives.com/t/s?6517 Headquartered in Maroussi, Greece, Top Ships Inc. (Nasdaq GS:TOPS) -- http://www.topships.org/-- is a a provider of international seaborne transportation services, carrying petroleum products, crude oil for the oil industry and drybulk commodities for the steel, electric utility, construction and agriculture-food industries. As of June 18, 2010, the Company's fleet consists of thirteen owned vessels (eight tankers and five drybulk vessels). TRICO MARINE: Inks Support Agreement & Commitment Letter -------------------------------------------------------- Trico Marine Services Inc., Trico Shipping AS, subsidiaries of Trico Shipping that guarantee its 11.875% senior secured notes due 2014 and certain holders of a majority of the outstanding principal amount of the Shipping Notes, entered into a Support Agreement. Until the Support Agreement has been terminated, each Consenting Holder agrees to: i) use commercially reasonable efforts to cause its consent to be tendered to the trustee under the Shipping Indenture promptly upon its receipt of the statement relating to the Consent Solicitation and related material in accordance with the Consent Solicitation Statement, and ii) not revoke the consent. Each Consenting Holder also agreed not to pursue any right or remedy against the Company under applicable law, the Shipping Notes or the Shipping Indenture or to initiate, or have initiated on its behalf, any litigation or proceedings of any kind with respect to the Shipping Notes, other than to enforce the Support Agreement. If the Consenting Holders have not breached the Support Agreement and the Proposed Amendments fail to become operative on or prior to July 1, 2010, then the Company, Trico Shipping and the Guarantors, jointly and severally, agreed to pay a forbearance fee of $5.00 per $1,000 principal amount of Shipping Notes held or beneficially owned by the Consenting Holders, on or before July 31, 2010. Notwithstanding the foregoing, if the supplemental indenture containing the Proposed Amendments becomes operative and the Consenting Holders receive the consent payment or become entitled to receive the consent payment, such Consenting Holders will not be entitled to receive the forbearance fee provided for in the Support Agreement. On June 16, 2010, Trico Shipping entered into a commitment letter dated as of June 16, 2010, with certain holders of the Shipping Notes. Pursuant to the Commitment Letter, the Financing Parties committed, subject to various conditions, including the negotiation of acceptable documentation, to purchase additional Shipping Notes under the Shipping Indenture up to an aggregate principal amount of $50 million. The Commitment Letter obligates the Company to pay: i) a commitment fee in an amount equal to 2.0% of the aggregate commitment, and ii) a closing fee in an amount equal to 2.0% of the aggregate commitment, as well as certain expenses. The commitment expires if the Additional Notes are not issued on or before 5:00 PM EST on July 7, 2010, subject to the satisfaction of all closing conditions thereto. The Additional Notes, if issued, would accrue interest at a rate of 15% per annum. Interest on such Additional Notes would be payable semi-annually in cash in arrears on each May 1 and November 1, commencing on November 1, 2010. The Additional Notes would mature on November 1, 2014. About Trico Marine Woodlands, Texas-based Trico Marine Services is a provider of support vessels for the offshore oil and natural-gas industry. At March 31, 2010, the Company had total assets of $1,013,628,000 against total liabilities of $985,940,000. Trico Marine has failed to make the $8.0 million interest payment on $202.8 million in aggregate principle amount of its 8.125% secured convertible debentures due 2013. On June 17, 2010, the 30-day grace period permitted under the 8.125% Indenture expired, triggering an Event of Default. The Troubled Company Reporter on June 16, 2010, said Trico Marine has signed a revised loan agreement on June 11 requiring the company to file under Chapter 11 no later than Sept. 8. The agreement with affiliates Tennenbaum Capital Partners LLC provides for converting the existing $25 million revolving credit commitment into a $25 million term loan commitment. Nordea Bank Finland plc, New York Branch, as collateral agent, Obsidian Agency Services, Inc., as administrative agent, also signed the agreement. As reported by the TCR on June 15, 2010, Trico said that it and Evercore Partners are in discussions with various potential lenders and some of the Company's existing debtholders regarding obtaining additional financing in connection with a possible proceeding under Chapter 11 of the Bankruptcy Code. TRICO MARINE: S&P Downgrades Corporate Credit Rating to 'D' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on Woodlands, Texas-based Trico Marine Services Inc. and its indirect foreign subsidiary, Trico Supply AS, to 'D' from 'CC'. At the same time, S&P lowered the issue-level ratings on indirect foreign subsidiary Trico Shipping AS's $400 million 11.875% senior secured notes to 'D' from 'CCC-'. The recovery rating remains '2', indicating expectations of substantial (70% to 90%) recovery in the event of a payment default. S&P also lowered the issue- level rating on Trico Marine's 8.125% second-lien convertible debentures to 'D' from 'C'; the recovery rating remains '5', indicating expectations of modest (10% to 30%) recovery. Likewise, S&P lowered the issue-level rating on Trico Marine's 3% unsecured convertible debentures to 'D' from 'C'; the recovery rating remains '6', indicating expectations of negligible (0% to 10%) recovery. "The ratings actions follow the recent announcement by Trico Marine that the 30-day grace period for the $8 million interest payment originally due May 15, 2010, on the 8.125% second-lien convertible debentures expired without payment," said Standard & Poor's credit analyst Patrick Y. Lee. Following Trico Marine's failure to make the interest payment on May 15, 2010, the company had until June 17, 2010, to make payment without triggering an event of default under the terms of the indenture. Given the interrelated nature of the relationship between Trico Marine and Trico Supply, S&P links the corporate credit ratings of the two entities together and assign Trico Supply the same corporate credit rating as Trico Marine. TRONOX INC: To Extend DIP Financing Until September 24 ------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Tronox Inc. is requesting approval from the bankruptcy judge to extend its $425 million DIP financing until Sept. 24 from June 24. The hearing will be held June 24. Although Tronox is trying to broker a consensual reorganization plan, it's taking longer than expected, the Company said. 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) TRUE NORTH: Posts $3.6 Million Net Loss for Q1 2010 --------------------------------------------------- True North Finance Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $3.6 million on $2,981 of revenue for the three months ended March 31, 2010, compared with zero income and zero revenue for the same period a year ago. The Company's balance sheet as of March 31, 2010, showed $48.6 million in assets and $85.7 million of liabilities, for a stockholders' deficit of $37.0 million. "The Company's ability to continue as a going concern is contingent upon its ability to obtain the capital necessary to attain profitable operations, devising a management plan to develop a profitable operation and lowering the level of problem assets to an acceptable level and meeting current working capital requirements." As reported in the Troubled Company Reporter on June 2, 2010, L.L. Bradford & Company, LLC, in Las Vegas, 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 incurred recurring losses and its current liabilities exceed its current assets. A full-text copy of the quarterly report is available for free at: http://researcharchives.com/t/s?6518 About True North True North Finance Corporation -- http://www.truenorthfinance.com/ -- was formerly known as CS Financing Corporation. On June 22, 2009, CS Financing Corporation changed its name to True North Finance Corp. The Company is a specialty finance company whose mission is to ethically source, safe, quality investments, by utilizing custom finance structures, performing extensive due diligence and maintaining a broad referral network. After much consideration, the Company has elected to pursue its mission by creating numerous new "investment pods" which will be individually managed and initially focus on real estate finance, distressed sellers, bridge finance and trade finance. The primarily objective of these investment pods is to source and service investments that provide current yields between 400 to 800 basis points above the Company's cost of funds. UAL CORP: Local Governments, et al., Support Merger --------------------------------------------------- UAL Corp.'s United Air Lines and Continental Airlines disclosed last week they have received broad support from local governments, civic and other various organizations and airport directors for their proposed merger. A list of those who publicly gave their support to the merger is available at no charge at: http://ResearchArchives.com/t/s?650a On June 15, Jeffery Smisek, Continental's Chairman, President and Chief Executive Officer, and Zane Rowe, Continental's Executive Vice President and Chief Financial Officer, made a presentation at the Bank of America Merrill Lynch 2010 Global Transportation Conference. A full-text copy of the presentation is available at no charge at http://ResearchArchives.com/t/s?6521 A full-text copy of the transcript of the presentation by Messrs. Smisek and Rowe is available at no charge at http://ResearchArchives.com/t/s?6522 Kathryn A. Mikells, Executive Vice President and Chief Financial Officer of UAL Corporation and United Air Lines, Inc., also spoke at the Bank of America Merrill Lynch Global Transportation Conference. A full-text copy of the presentation is available at no charge at http://ResearchArchives.com/t/s?6508 Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Testifies, With Continental, Before House Panel --------------------------------------------------------- UAL Corp.'s Glenn Tilton and Continental Airlines' Jeff Smisek testified on June 16 before two U.S. House subcommittees about the benefits of the merger for employees, customers, shareholders and the communities both United and Continental serve. Also testifying before the House Transportation and Infrastructure and Judiciary committees were representatives from labor unions and witnesses representing different points of view on anti-trust issues and industry competition. Messrs. Tilton and Smisek both discussed the challenges the industry faces and its chronic inability to cover its costs. They explained that the merger is one step the two companies can take toward achieving sustained profitability. "We must create economic sustainability through the business cycle, and to that end our objective at United has been consistent -- to put our company on a path to sustained profitability," Mr. Tilton said. "Our proposed merger is a logical and essential step toward our objective of sustained profitability." Representatives from the IAM, AFA, and ALPA, the pilots' union for both airlines, testified. ALPA representatives said the merger represents an opportunity for both airlines. "United and Continental managements now stand at the threshold of what could be a great airline, one that sees sustainable profits and will also provide unmatched service to our customers," said Captain Wendy Morse, chairman of United's ALPA master executive council, in her written testimony to the committees. "The proposed merger between United and Continental represents not only an opportunity for both airlines, but a possible sea-change in the economic direction and customer satisfaction for the airline industry. How this merger is handled will determine whether it is change for the better." Rep. James Oberstar, chairman of the Transportation and Infrastructure Committee, suggested the proposed merger would reduce competition, which he believes is counter to the intention of Congress in legislating for a deregulated market. Others on the committee spoke in favor of the merger and entered into the record hundreds of letters of support from the communities they represent. Rep. Frank LoBiondo, a New Jersey Republican, said the merger will strengthen both United and Continental and help reduce job losses. "Do we want to see our employees go by the wayside?" he asked. William Swelbar, research engineer for the MIT International Center for Air Transportation, testified that the proposed merger would enable United and Continental to better compete both domestically and globally. "The network carrier model of the 1980s and 1990s does not work in today's environment," Mr. Swelbar testified. "Consolidation is a logical step to position airlines in a highly fragmented domestic and global industry to better weather the financial challenges that have caused years of economic pain for many stakeholders and a rising tide of red ink." Both Messrs. Tilton and Smisek returned to testify before the Senate Commerce, Science and Transportation Committee on June 17. * * * Mr. Smisek, in his "Jeff's Journal" in the Continental Airlines Intranet Web site on June 17, 2010, said the Integration Management Office issued a bulletin to co-workers that outlines the teams and leaders that will be working on the integration process. Mr. Smisek on Wednesday joined Mr. Tilton in Washington, D.C., to testify at two House of Representatives committee hearings: the House Committee on Transportation and Infrastructure's Subcommittee on Aviation, and the House Committee on the Judiciary. Mr. Smisek said in terms of the service levels, it will be a joint management team of Continental and United. "We intend to inculcate at the combined carrier a culture of dignity and respect, and direct, open and honest communication -- what we call 'Working Together' at Continental. And we have proven at Continental over the past 15 years that works. That generates great customer service. What you will find, Congressman, over time, is this carrier is going to have a great product, great service, brought to you by employees who are very proud to work at the new, combined United. And I think you will be very satisfied with the product after we've merged, after we've integrated these two carriers. But that will take some time. Getting a single operating certificate will take, you know, 14-16 months. But when we've got these two carriers integrated, I am confident that we are going to have a great carrier that will deliver great service." Pending Merger Deal As reported by the Troubled Company Reporter on May 4, 2010, Continental Airlines and UAL Corporation's United Airlines announced a definitive merger agreement, creating the world's biggest airline. The deal is an all-stock merger of equals. Continental shareholders will receive 1.05 shares of United common stock for each Continental common share they own. The acquisition is valued at $3.17 billion, based on the April 30, 2010 closing price, according to The New York Times. The merger is expected to be completed before the end of 2010. United shareholders would own approximately 55% of the equity of the combined company and Continental shareholders would own approximately 45%, including in-the-money convertible securities on an as-converted basis. About Continental Airlines Houston, Texas-based Continental Airlines (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance, which overall offers more than 21,050 daily flights to 1,167 airports in 181 countries through its 27 member airlines. With more than 40,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. At December 31, 2009, Continental had total assets of $12.781 billion against total current liabilities of $4.389 billion; long-term debt and capital leases of $5.291 billion; deferred income taxes of $203 million; accrued pension liability of $1.248 billion; accrued retiree medical benefits of $216 million; and other liabilities of $844 million. At December 31, 2009, the Company had accumulated deficit of $442 million, accumulated other comprehensive loss of $1.185 billion and stockholders' equity of $590 million. The December 31 balance sheet showed strained liquidity: Continental had total current assets of $4.373 billion against total current liabilities of $4.389 billion. * * * As reported by the Troubled Company Reporter on May 5, 2010, Fitch Ratings has affirmed the Issuer Default Rating for Continental Airlines, Inc., at 'B-' and the senior unsecured rating at 'CC/RR6' following the announcement of the planned merger between CAL and UAL Corp. The Rating Outlook for CAL is Stable. The TCR on May 5, 2010, also said Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Continental Airlines, and S&P's ratings on its secured and unsecured debt, on CreditWatch with negative implications. S&P also placed its ratings on Continental's enhanced equipment trust certificates on CreditWatch with developing implications. Although S&P's recovery ratings on selected Continental unsecured debt are unaffected by the rating action, S&P will review them as well. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. Reorganized UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. VISTEON CORP: Receives Approval of Plan Financing ------------------------------------------------- Bill Rochelle at Bloomberg News reports that Visteon Corp. won approval from the bankruptcy judge for an agreement where bondholders will raise $1.25 billion cash needed for confirmation of a reorganization plan. The judge has scheduled a June 21 hearing on whether he will approve the disclosure statement and allow creditors to vote on the plan. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WASHINGTON MUTUAL: Stockholders' Meeting Dispute Resent to Del. --------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that a bankruptcy judge in Tacoma, Washington, sent back to Delaware a dispute between stockholders and Washington Mutual Inc. over convening a shareholders' meeting. Bloomberg recounts that in April, U.S. Bankruptcy Judge Mary F. Walrath in Delaware allowed shareholders of the bank holding company to file suit to compel holding a meeting. The shareholders oppose WaMu's Chapter 11 plan and the global settlement it includes. Presumably, they would elect a new slate of directors who could abandon the plan and settlement. Bloomberg continues that with Judge Walrath's permission, shareholders sued in Washington state court to compel the meeting. WaMu responded by having the suit removed to U.S. district court in Washington where the case was then referred to a bankruptcy judge. According to Bill Rochelle, in a courtroom ruling June 17, the Washington bankruptcy judge granted WaMu's motion and transferred the case to Judge Walrath, court records show. Significantly, the Washington judge did not decide a motion the shareholders made to remand the case to the Washington state court. With the remand motion undecided, Walrath conceivably could send the dispute back to state court on the theory that it's governed by state law. Or, WaMu could ask Judge Walrath to put the suit on hold because she's close to approving a disclosure statement and allowing creditors to vote on the reorganization plan. At a hearing June 17, Judge Walrath was to decide a separate motion by shareholders seeking appointment of an examiner to investigate the merits of the proposed settlement with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. Walrath put off the hearing while the parties discuss documents to turn over to the shareholders. Judge Walrath also postponed a hearing for approval of the disclosure statement until July 8. 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). WOLF CREEK: Section 341(a) Meeting Scheduled for July 8 ------------------------------------------------------- The U.S. Trustee for Region 19 will convene a meeting of Wolf Creek Properties, LC's creditors on July 8, 2010, at 10:00 a.m. The meeting will be held at 405 South Main Street, Suite 250, Salt Lake City, UT 84111. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10- 27816). Blake D. Miller, Esq., at Miller Guymon, PC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. WOLF CREEK: Taps Miller Guymon as Bankruptcy Counsel ---------------------------------------------------- Wolf Creek Properties, LC, has sought permission from the U.S. Bankruptcy Court for the District of Utah to employ Miller Guymon, P.C., as bankruptcy counsel. MG will, among other things: a. take necessary actions to protect and preserve the estate of the Debtor, including prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; b. assist in preparing motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's estate; c. assist in presenting the Debtor's proposed plan of reorganization and related transactions and any related revisions, amendments, etc.; and d. perform other necessary legal services in connection with the Chapter 11 case. MG has received a retainer in the amount of $44,268.12, which the firm will hold in its retainer trust account and not use to pay any fees or costs until after receiving approval from the Court through the customary fee application process. Blake D. Miller, a shareholder of MG, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10- 27816). The Company estimated its assets and debts at $10,000,001 to $50,000,000. WOLF CREEK: Wants Jeffrey Heilbrun as Chief Restructuring Officer ----------------------------------------------------------------- Wolf Creek Properties, LC, has asked for authorization from the U.S. Bankruptcy Court for the District of Utah to employ Jeffrey M. Heilbrun as chief restructuring officer. Mr. Helbrun will: a. consult and assist with the development and performance of the Debtor's restructuring plans; b. assist the Debtor in its duties as a Chapter 11 debtor; c. provide information to creditors, the U.S. Trustee, and the Court; d. provide testimony as required; and e. interface with the Debtor's counsel and perform other duties consistent with those of a chief restructuring officer as prescribed by the Debtor's board of managers. Mr. Heilbrun will be paid $125 per hour for his services. Mr. Heilbrun assures the Court that he is "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11 bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No. 10- 27816). Blake D. Miller, Esq., at Miller Guymon, PC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. W.R. GRACE: Has Deal on Munich Re Insurance Coverage Disputes ------------------------------------------------------------- Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, W.R. Grace & Co. and its units ask the Court to approve an Amended and Restated Asbestos Settlement Agreement they entered into with Munich Reinsurance America, Inc., formerly known as American Re-Insurance Company. Munich Re issued certain policies of insurance that provide, or are alleged to provide, insurance coverage to Grace and certain other of the Debtors. Prior to the Petition Date, Grace and Munich Re entered into an Asbestos Settlement Agreement dated June 14, 1996. which resolved disputes between the parties regarding certain asbestos-related bodily injury claims falling within the products or completed operations hazards of the Munich Re policies as well as certain other claims, and provided a mechanism for reimbursement by Munich Re of those claims. Pursuant to the 1996 Agreement, Munich Re reimbursed Grace with respect to certain asbestos-related claims prior to the Petition Date. Aggregate policy limits of $8,782,202 remain available under the 1996 Agreement. These limits are part of a $30 million layer of excess insurance that attaches at $20 million for the period June 30, 1973 to June 30, 1977. Grace has incurred and may incur in the future certain liabilities, expenses and losses arising out of asbestos-related claims and other claims, for which Grace seeks coverage under the Munich Re policies. Disputes have arisen between Grace and Munich Re regarding their respective rights and obligations under the insurance policies with respect to coverage for asbestos-related claims. The Amended Agreement confers these principal benefits on the Debtors' estate, among others: (a) The benefit of the bargain negotiated by Grace and Munich Re in the 1996 Agreement is made available to the Trust without the need for litigation to enforce either the assignment of the 1996 Agreement by Grace to the Trust or the specific terms of the 1996 Agreement. (b) The full remaining unexhausted limits of the Munich Re policies subject to the 1996 Agreement -- $8,782,202 -- are made available to reimburse the Trust for payments made to Asbestos Personal Injury Claimants, as well as for defense costs incurred, if any, with respect to Asbestos PI Claims. (c) The Amended Agreement incorporates modifications to the 1996 Agreement enabling the processing and payment of claims by the Trust under the Trust Distribution Procedures, as defined in the Debtors' First Amended Joint Plan of Reorganization, to be compatible with the criteria for reimbursement by Munich Re under the 1996 Agreement. (d) The Amended Agreement represents a compromise of defenses that Munich Re might have with respect to any individual Asbestos PT Claim. Neither the 1996 Agreement nor the Amended Agreement releases Munich Re from claims that are not within the scope of the products/completed operations hazards of the insurance policies subscribed to by Munich Re. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Court Approves December 31 Quarter Fee Applications --------------------------------------------------------------- Bankruptcy Judge Judith Fitzgerald allowed the fee applications of these professionals for the period from October 1 through December 31, 2009: Professional Fees Expenses ------------ ---- -------- Anderson Kill & Olick, P.C. $632,205 $8,688 Janet S. Baer, P.C. 459,170 8,924 Beveridge & Diamond, P.C. 37,298 216 Bilzin Sumberg Dunn Baena Price & Axelrod 54,751 33,727 Blackstone Advisory Services L.P. 200,000 3,193 BMC Group 69,869 25,274 Campbell & Levine, LLC 93,591 15,199 Caplin & Drysdale, Chartered 867,211 146,715 Capstone Advisory Group, LLC 157,517 809 Casner & Edwards LLP 42,852 41,671 Charter Oak Financial Consulting LLC 74,236 156 Day Pitney LLP 23,118 0 Deloitte Tax LLP 95,054 2,143 Duane Morris LLP 82,744 4,267 Ferry Joseph & Pearce, P.A. 72,675 4,651 Foley Hoag LLP 49,468 246 Holme Roberts & Owen, LLP 2,526 1,408 Kirkland & Ellis LLP 3,387,163 959,355 Kramer Levin Naftalis & Frankel LLP 68,306 3,366 Legal Analysis Systems, Inc. 15,257 0 Lincoln Partners Advisory LLC 50,000 251 Nelson Mullins Riley & Scarborough LLP 780 0 Ogilvy Renault LLP C$160,053 C$1,235 Orrick, Herrington & Scutcliffe LLP 1,091,059 45,541 Pachulski Stang Ziehl & Jones LLP 137,312 138,237 PricewaterhouseCoopers LLP 719,476 21,725 Protiviti Inc. 10,080 10,201 Reed Smith LLP 81,097 17,991 Alan B. Rich 65,280 2,541 Alexander M. Sanders, Jr. 22,995 1,373 Saul Ewing LLP 60,202 946 Warren H. Smith & Associates, P.C. 46,003 824 Steptoe & Johnson LLP 25,970 126 Stroock & Stroock & Lavan LLP 617,534 26,074 Towers Perrin Tillinghast 12,933 0 Tre Angeli LLC 100,000 288 Venable LLP 1,179,018 538,269 Woodcock Washburn LLP 26,818 1,388 The Court's approval of the Fee Applications is based on the recommendations submitted by Warren H. Smith & Associates, P.C, acting in its capacity as fee auditor in the Debtors' cases. The Fee Auditor's final report was subsequently amended to remove the fee application of Tre Angeli LLC, which was not filed in sufficient time to be heard for the Fee Application Period. Prior to the Court's entry of its Fee Application Order, Warren H. Smith & Associates, P.C., in its capacity as fee auditor in the Chapter 11 cases, submitted to the Court a report detailing the Fee Applications and recommending their revisions or approval. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Names D. Van Inwegen as Construction Products CFO ------------------------------------------------------------- W.R. Grace & Co. (NYSE: GRA) announced that Dwight H. Van Inwegen has joined the company as Chief Financial Officer for Grace Construction Products. In this role, he has responsibility for the worldwide financial management activities for Grace Construction Products, an operating segment of Grace that had revenues of $889.6 million in 2009. Mr. Van Inwegen will be based at Grace's office in Cambridge, Massachusetts, and share a reporting relationship to Andrew Bonham, President of Grace Construction Products and Hudson La Force, Grace's Senior Vice President and Chief Financial Officer. He will serve on the Grace Construction Products and Grace Finance leadership teams. Most recently, Mr. Van Inwegen was the Chief Financial Officer, Europe, Middle East and Africa for International Paper, a global paper and packaging company with about 56,000 employees in more than 20 countries and net sales of $23 billion in 2009. His career with International Paper spanned twenty years, starting as an auditor and advancing through plant controllerships, and director level positions in finance and financial planning and analysis. Over that time period, he worked at several U.S. and European locations, including Memphis, Tennessee; Warsaw, Poland and Brussels, Belgium. Mr. Van Inwegen graduated from the University of Tennessee with an honors degree in accounting. He is a certified public accountant. "We are pleased to welcome Dwight to Grace and know that he will be a significant resource given his impressive experience in manufacturing operations and finance administration around the world," said Andrew Bonham. Grace Construction Products produces specialty construction chemicals and materials, including concrete admixtures and fibers used to improve the durability and working properties of concrete; additives used in cement processing to improve energy efficiency, enhance the characteristics of finished cement and improve ease of use; building materials used in commercial and residential construction and renovation to protect buildings from water, vapor and air penetration; and fireproofing materials used to protect buildings in the event of fire. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Names A. Nielsen as Operating Segment Chief Counsel --------------------------------------------------------------- W.R. Grace & Co. (NYSE: GRA) announced the appointment of Alexander Nielsen as Chief Counsel for Grace Construction Products, an operating segment of Grace. Mr. Nielsen joined Grace in April 2007 as Director of European Legal Services, based in Waterloo, Belgium. Prior to that, he served as Legal Counsel for IBM Central Holding GmbH, based in Stuttgart, Germany. He began his legal career with the firm Freshfields Bruckhaus Deringer in Frankfurt, Germany. Mr. Nielsen's legal experience is wide ranging, including commercial agreements, mergers and acquisitions, joint ventures and general corporate and commercial law matters. He earned his law degree at the University of Heidelberg in Germany and holds a Masters of Law from the University of Illinois. A native of Germany, Mr. Nielsen is fluent in English and German and conversant in French, Spanish and Italian. In his new role, Mr. Nielsen will provide comprehensive worldwide legal support to Grace Construction Products, including assistance on corporate and commercial matters and strategic transactions. He will be based in Cambridge, Massachusetts and will report functionally to Mark Shelnitz, Grace's General Counsel, and hierarchically to Andrew Bonham, President of Grace Construction Products. He will also become the eleventh member of Grace Construction Products' leadership team. "Alexander's broad experience and familiarity with multiple legal systems makes him a perfect fit for Grace Construction Products as it continues to expand globally," said Mark Shelnitz. "We are fortunate to appoint someone of Alexander's professional ability and look forward to his contributions to the business and the GCP leadership team." About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ZACHARY MILLER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Zachary Miller Jennifer Miller 10635 Lake Steilacoom Drive SW Lakewood, WA 98498 Bankruptcy Case No.: 10-44958 Chapter 11 Petition Date: June 17, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: David C. Smith, Esq. Attorney at Law 201 St Helens Avenue Tacoma, WA 98402 Tel: (253) 272-4777 E-mail: assistant@davidsmithlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Joint Debtors' list of 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-44958.pdf The petition was signed by the Joint Debtors. * Bank Failures This Year Now 83 as Nevada Bank Shut Friday ----------------------------------------------------------- On June 18, 2010, Nevada Security Bank, Reno, NV (also known as Silverado Bank, Roseville, CA), was closed by the Nevada Financial Institutions Division and the Federal Deposit Insurance Corporation was named Receiver. No advance notice is given to the public when a financial institution is closed. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Umpqua Bank, Roseburg, Oregon, to assume all of the deposits of Nevada Security Bank. The bank is the 83rd FDIC-insured institution to fail in the nation and third in Nevada this year. 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) ----------- ---------- -------------- ----------- Nevada Security Bank $480.3 Umpqua Bank $80.9 Washington First $520.9 East West Bank $158.4 TierOne Bank $2,800.0 Great Western Bank $297.8 Arcola Homestead $17.0 -- None -- $3.2 First National Bank $60.4 Jefferson Bank $12.6 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. 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 List of Global Corporate Defaults Total 39 So Far in 2010 --------------------------------------------------------------- American Media Operations Inc. deferred interest payments on one of its subordinated notes. Standard & Poor's subsequently revised its rating on the company to 'D'. This brings the year-to-date 2010 tally of global corporate defaults to 39, said an article published June 18 by Standard & Poor's, titled Global Corporate Default Update (June 11 - 17, 2010) (Premium). "By region, the current year-to-date default tallies are 28 in the U.S., two in Europe, three in the emerging markets, and six in the other developed region," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. (The other developed region is Australia, Canada, Japan, and New Zealand.) "So far this year, distressed exchanges account for 13 defaults, Chapter 11 filings and missed interest or principal payments are responsible for 10 each, regulatory directives and receiverships account for one each, and the remaining four defaulted issuers are confidential," said Ms. Vazza. Of the global corporate defaulters in 2010, 42% of issues with available recovery ratings had recovery ratings of '6' (indicating our expectation for negligible recovery of 0%-10%), 11% of the issues had recovery ratings of '5' (modest recovery prospects of 10%-30%), 8% had recovery ratings of '4' (average recovery prospects of 30%-50%), and 22% had recovery ratings of '3' (meaningful recovery prospects of 50%-70%). And for the remaining two rating categories, 14% of the issues had recovery ratings of '2' (substantial recovery prospects of 70%-90%) and 3% of issues had recovery ratings of '1' (very high recovery prospects of 90%- 100%). S&P's baseline projection for the U.S. corporate speculative-grade default rate in the 12 months ending in March 2011 is 3.5%, with alternative scenarios of 4.9% at the pessimistic end and 3.0% at the optimistic. Baseline forecast for year-end 2010 was 5.0%, with alternatives of 6.9% (pessimistic) and 4.3% (optimistic), compared with a long-term (1981-2009) average of 4.5%. Nevertheless, S&P believes residual default risk beyond the one- year forecast horizon could increase because of the significant overhang of surviving leveraged corporate issuers. The substantial decline in risk premiums for lower-rated borrowers and the return of what S&P views as questionable practices and structures in some recent deals -- such as raising bond funds to pay out shareholder dividends or sponsors -- further raise flags that the optimism might be overdone. In the slim chance that the economy experiences a double-dip recession, many of the surviving leveraged issuers originated during 2003-2007 could face renewed default risk unless they significantly reduce their debt burdens. * Merisant Worldwide Wins Corporate Turnaround of the Year Award --------------------------------------------------------------- Merisant Worldwide, Inc., won the 2010 "Corporate Turnaround of the Year" Award along with Sidley Austin LLC and The Blackstone Group at the M&A Atlas Awards in Chicago on Thursday, June 17. Paul Block, Merisant President and Chief Executive Officer, was also honored with the prestigious "Corporate Executive of the Year" for outstanding leadership in a turnaround. The M&A Atlas Awards for Gold Standard Performance honors influential leaders, dealmakers, top deals and A-list firms from the mergers, acquisitions, private equity and turnaround communities. Other nominees in the $500 million plus category included Bank United, Incisive Media Group, Spectrum Brands and Mahindra Satyam. Merisant Worldwide, Inc., and its U.S. subsidiaries filed for Chapter 11 protection on January 9, 2009, to strengthen Merisant's financial health and long-term prospects. The United States Bankruptcy Court for the District of Delaware approved the Company's plan of reorganization on December 16, 2009. The plan reduced the aggregate principal amount of Merisant's indebtedness from $567 million to approximately $147 million, and lowered the Company's annual cash interest expense from approximately $36 million to $11 million. "Our financial restructuring provided the right capital structure and resources for Merisant to aggressively pursue its goal of becoming a leading consumer packaged goods company," said Block. "We're incredibly proud of this achievement and honored to receive the M&A Atlas Award." In addition to Block, the Merisant team of Julie Wool, (Chief Financial Officer), Jon Cole (Vice President, General Counsel & Secretary) and Brian Alsvig, (VP of Finance) were critical to the success of the restructuring. About Merisant Worldwide Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sells low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. Merisant Worldwide and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059). Sidley Austin LLP represents the Debtors in their restructuring efforts. Young, Conaway, Stargatt & Taylor LLP represents the Debtors' as co-counsel. Blackstone Advisory Services LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtors' Claims and Noticing Agent. Winston & Strawn LLP represents the official committee of unsecured creditors as counsel. Ashby & Geddes, P.A., is the Committee's Delaware counsel. The Debtors had US$331,077,041 in total assets and US$560,742,486 in total debts as of November 30, 2008. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,452.8 (293.1) (462.0) LORILLARD INC LO US 2,902.0 718.0 (37.0) DUN & BRADSTREET DNB US 1,699.5 (454.1) (778.3) ALLIANCE DATA ADS US 7,919.8 3,352.2 (53.6) NAVISTAR INTL NAV US 8,940.0 1,251.0 (1,198.0) MEAD JOHNSON MJN US 1,996.7 319.9 (583.7) TAUBMAN CENTERS TCO US 2,572.3 - (494.8) BOARDWALK REAL E BEI-U CN 2,332.1 - (57.6) BOARDWALK REAL E BOWFF US 2,332.1 - (57.6) CHOICE HOTELS CHH US 360.6 (6.3) (115.0) LINEAR TECH CORP LLTC US 1,615.8 742.7 (50.7) SUN COMMUNITIES SUI US 1,173.3 - (118.3) WEIGHT WATCHERS WTW US 1,093.0 (408.5) (700.1) TENNECO INC TEN US 3,034.0 203.0 (14.0) CABLEVISION SYS CVC US 7,364.2 54.8 (6,201.5) IPCS INC IPCS US 559.2 72.1 (33.0) UAL CORP UAUA US 19,952.0 (1,019.0) (2,887.0) WR GRACE & CO GRA US 3,957.9 1,177.5 (234.4) UNISYS CORP UIS US 2,711.8 320.6 (1,221.7) DISH NETWORK-A DISH US 8,689.0 305.1 (1,850.3) MOODY'S CORP MCO US 2,003.3 (138.9) (534.0) HEALTHSOUTH CORP HLS US 1,716.1 90.6 (474.5) VENOCO INC VQ US 799.5 10.6 (127.6) NATIONAL CINEMED NCMI US 620.4 106.9 (462.7) CHENIERE ENERGY CQP US 1,883.2 37.6 (491.7) EXPRESS INC EXPR US 718.1 38.4 (81.8) VECTOR GROUP LTD VGR US 743.1 231.5 (13.4) PROTECTION ONE PONE US 562.9 (7.6) (61.8) METALS USA HOLDI MUSA US 655.4 294.1 (43.0) ARVINMERITOR INC ARM US 2,769.0 345.0 (877.0) THERAVANCE THRX US 249.9 196.6 (113.0) PETROALGAE INC PALG US 4.7 (13.9) (48.0) REGAL ENTERTAI-A RGC US 2,588.9 (168.9) (260.7) LIBBEY INC LBY US 776.9 128.0 (18.3) MERU NETWORKS IN MERU US 88.8 0.5 (4.1) TEAM HEALTH HOLD TMH US 797.4 52.1 (58.6) INCYTE CORP INCY US 502.7 332.9 (114.4) JUST ENERGY INCO JE-U CN 1,353.1 (513.7) (503.2) CARDTRONICS INC CATM US 449.3 (36.6) (2.3) REVLON INC-A REV US 765.8 63.9 (1,027.2) DOMINO'S PIZZA DPZ US 427.6 92.8 (1,290.0) GRAHAM PACKAGING GRM US 2,126.4 187.6 (629.0) UNITED RENTALS URI US 3,584.0 30.0 (48.0) COMMERCIAL VEHIC CVGI US 276.8 105.5 (10.7) EPICEPT CORP EPCT SS 6.3 0.2 (12.7) KNOLOGY INC KNOL US 641.7 30.9 (28.3) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) FORD MOTOR CO F US 195,485.0 (7,269.0) (5,437.0) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) US AIRWAYS GROUP LCC US 7,808.0 (445.0) (447.0) INTERMUNE INC ITMN US 190.9 102.8 (21.3) AFC ENTERPRISES AFCE US 114.6 (2.0) (11.5) CC MEDIA-A CCMO US 17,400.0 1,279.2 (7,054.8) AMER AXLE & MFG AXL US 1,967.6 (0.3) (545.4) ALIMERA SCIENCES ALIM US 16.3 3.5 (42.7) FORD MOTOR CO F BB 195,485.0 (7,269.0) (5,437.0) BLUEKNIGHT ENERG BKEP US 303.6 (15.3) (147.2) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) AMR CORP AMR US 25,525.0 (1,407.0) (3,892.0) JAZZ PHARMACEUTI JAZZ US 106.7 (31.2) (69.0) BROADSOFT INC BSFT US 68.3 1.7 (6.4) WABASH NATIONAL WNC US 249.0 (154.6) (62.4) SALLY BEAUTY HOL SBH US 1,531.5 366.1 (553.1) RURAL/METRO CORP RURL US 286.2 38.7 (100.9) HALOZYME THERAPE HALO US 65.2 48.9 (3.2) RSC HOLDINGS INC RRR US 2,669.6 (66.1) (9.8) NPS PHARM INC NPSP US 140.4 95.2 (227.6) SANDRIDGE ENERGY SD US 2,971.7 (33.9) (171.3) CENVEO INC CVO US 1,563.5 212.7 (180.6) SINCLAIR BROAD-A SBGI US 1,576.6 48.1 (187.8) LIN TV CORP-CL A TVL US 780.6 22.9 (164.2) MANNKIND CORP MNKD US 243.3 8.5 (100.9) NEXSTAR BROADC-A NXST US 603.0 35.3 (179.7) HOVNANIAN ENT-B HOVVB US 2,029.1 1,358.9 (137.0) PDL BIOPHARMA IN PDLI US 358.3 (83.5) (501.1) PALM INC PALM US 1,007.2 141.7 (6.2) QWEST COMMUNICAT Q US 19,362.0 (585.0) (1,120.0) EASTMAN KODAK EK US 7,178.0 1,588.0 (53.0) ACCO BRANDS CORP ABD US 1,062.7 240.1 (118.0) WARNER MUSIC GRO WMG US 3,752.0 (557.0) (116.0) PHIBRO ANIMAL HE PAHC LN 418.9 182.2 (9.6) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) IDENIX PHARM IDIX US 61.0 16.8 (20.7) GENCORP INC GY US 1,018.7 114.6 (268.0) CONSUMERS' WATER CWI-U CN 895.2 (5.3) (254.9) EXELIXIS INC EXEL US 284.2 (32.7) (199.3) GREAT ATLA & PAC GAP US 2,827.2 201.3 (396.4) GLG PARTNERS-UTS GLG/U US 403.5 155.5 (285.9) GLG PARTNERS INC GLG US 403.5 155.5 (285.9) HOVNANIAN ENT-A HOV US 2,029.1 1,358.9 (137.0) CUMULUS MEDIA-A CMLS US 323.1 (32.4) (372.3) EMISPHERE TECH EMIS US 5.1 (31.1) (65.9) CINCINNATI BELL CBB US 2,589.6 (3.3) (634.6) ARIAD PHARM ARIA US 50.4 (8.2) (110.8) MPG OFFICE TRUST MPG US 3,517.3 - (830.6) ARRAY BIOPHARMA ARRY US 131.5 21.5 (109.5) NEWCASTLE INVT C NCT US 3,471.2 - (1,117.8) CHENIERE ENERGY LNG US 2,736.6 212.8 (468.7) MAGMA DESIGN AUT LAVA US 122.1 14.4 (4.3) ALEXZA PHARMACEU ALXA US 67.1 24.2 (18.8) ********* 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 ***